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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours. 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 (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any 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, 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than three Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement the Secured Notes or disclose Confidential Informationsupplying credit estimates on any obligation included in the Assets, (c) in whole connection with establishing trading or investment accounts or otherwise in partconnection with effecting Transactions on behalf of the Issuer, to any Person other than (d) as required by (i) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court Affiliates or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (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 extent reasonably required 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, the Collateral Manager may disclose only (a) that portion it is serving as collateral manager of the Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information that about the Issuer, the Assets and the Notes as is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, 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 following shall be deemed U.S. federal income tax treatment and U.S. 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 be excluded from provisions hereof: any Confidential Information that (A) is available them relating to the public from a source other than the Manager (not resulting from the Manager’s violation such U.S. federal income tax treatment and U.S. income tax structure. For purposes of this Section 5)6, (B) is released the Holders shall not be considered “non-affiliated third parties.” Nothing in writing by the Company 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 public or to persons who are not under similar obligation Department of confidentiality to Justice, the CompanySecurities and Exchange Commission, the United States Congress, and any agency inspector general, or (C) is obtained by making other disclosures that are protected under the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The whistleblower provisions of this Agreement shall survive federal law or regulation. There is no prior authorization necessary hereunder to make any such reports or disclosures and there is no requirement hereunder to notify the expiration Collateral Manager that any such reports 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 disclosures 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 5been made.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company or any Subsidiary 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 during the Collateral Manager’s normal business hourshours and upon not less than three (3) Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Issuer, (ii) in connection with establishing trading or investment accounts or otherwise in connection with effecting transactions on behalf of the Issuer, (iii) as required by law, regulation, court order, organizational document or the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager, (iv) to appraisersits professional advisers, financing sources and others (v) information relating to performance of the Collateral as may be used by the Collateral Manager in the ordinary course of the Company’s business ((i) and (ii) collectivelyits business, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any 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, 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, 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 agrees does not know or have reason to exercise its reasonable best efforts know of any breach by such source of any confidentiality obligations with respect thereto, (vii) such information as may be necessary or desirable in order for the Collateral Manager to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein prepare, publish and distribute to any Person any information relating to the contrary, each investment performance of the following shall be deemed to be excluded from provisions hereof: Collateral during any Confidential Information period that (A) is available the Collateral Manager serves as an investment adviser to the public from Issuer, (viii) to potential buyers in connection with a source sale of any of the Class A Notes or any Collateral and (x) such information as shall have been publicly disclosed other than the Manager (not resulting from the Manager’s in violation of this Section 5)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 (Band any employee, representative or agent of any party hereto) is released in writing 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 public or to persons who are U.S. federal income tax treatment of the offering and does not under similar obligation of confidentiality include information relating to the Company, or (C) is obtained by the Manager from a third-party which, to the best identity of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosedIssuer. The provisions For purposes of this Agreement shall survive Xxxxxxx 0, xxxx of the expiration Issuer, the Holders of the Class A Notes 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) Trustee shall be deemed to be included within the meaning of considered “Confidential Information” for purposes of the Manager’s obligations pursuant to this Section 5non-affiliated third parties.”

Records; Confidentiality. The Manager Advisor shall maintain appropriate books of accounts and records relating to services performed hereunderunder this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon reasonable advance notice. The Manager Advisor shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors advisor who need to know such Confidential Information confidential information for the purpose of rendering services hereunder, ; (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) 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; (i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiivi) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, prospective stockholders; (iv) to governmental officials having jurisdiction over the Company, (vvii) as required by law or legal process to which the Manager Advisor or any Person to whom disclosure is permitted hereunder is a party, or ; (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 Person other than the Manager (Advisor not resulting from the ManagerAdvisor’s violation of this Section 5), (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 which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed6. The provisions of this Agreement Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. For The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the avoidance of doubt, information about the Company’s policies, procedures and investment portfolio (other than investments same degree set forth 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 56; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account accounts 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 hourshours 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, 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 (ia) 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 who need advisors, in each case, where the Manager deems disclosure to know such Confidential Information be necessary for the purpose of rendering providing its services hereunderunder this Agreement, (iic) to appraisers, financing sources and others in the ordinary course of the Company’s business ((ia), (b) and (iic) collectively, “Manager Permitted Disclosure Parties”), (iiid) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or Company investors (subject to potential investors in the Company’s securitiescompliance with Regulation FD, (ivif applicable) to governmental officials having jurisdiction over the Company, (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 (vie) with the consent of the CompanyBoard. 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 direct keep such Persons to treat such Confidential Information in accordance with the terms hereofinformation confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agencyagency or to the extent required by applicable laws or regulations, (ii) upon the request or demand of, of any governmental or pursuant to any 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 InformationInformation 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 agrees, subject to reimbursement by the Company of the Manager’s expenses, 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 whichthat, to the best of the Manager’s knowledge, does has not constitute a breach by such third-party of breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement Section 5 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 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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than three (3) Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement the Notes or disclose Confidential Informationsupplying credit ratings or estimates on any obligation included in the Assets, (c) in whole connection with establishing trading or investment accounts or otherwise in partconnection with effecting Transactions on behalf of the Issuer, to any Person other than (d) as required by (i) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunderaffiliates, (ii) 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 appraisersits professional advisors (including, financing sources without limitation, legal, tax and others accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement, the ordinary course Master Loan Sale Agreement, or the provisions of the Company’s business 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) and that it is serving as collateral manager of the Issuer, (ii) collectivelythe nature, “Manager Permitted Disclosure Parties”)aggregate principal amount and overall performance of the Issuer’s Assets, (iii) in connection with any governmental or regulatory filings the amount of earnings on the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesAssets, (iv) to governmental officials having jurisdiction over such other information about the CompanyIssuer, the Assets, the Notes and the Interests as is customarily disclosed by managers of collateralized loan obligations and (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 (vi) with the consent of the Company. 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 to direct such Persons to treat such Confidential Information in accordance with the terms hereof. 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, kind (iiincluding opinions and other tax analyses) upon the request or demand of, or pursuant that are provided to any law or regulation, any regulatory agency or authority, (iii) them relating 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) such United States federal income tax treatment 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 AgreementUnited States income tax structure. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 For purposes of this Section 5)6, (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 which, to the best Holders of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to Notes and the Confidential Information disclosed. The provisions of this 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 holders of the Manager’s obligations pursuant to this Section 5Interests shall not be considered “non-affiliated third parties.”

Records; Confidentiality. The Manager Advisor shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours. The Manager Advisor 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 (“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 (i) to its Affiliates, officers, directors, employees, agentsagents or representatives (collectively, representatives or advisors “Representatives”) who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental hereunder or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager Advisor agrees to inform each of its Manager Permitted Disclosure Parties Representatives of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager Advisor from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any 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 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, 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 Advisor agrees to exercise its 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)Advisor, (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 Advisor from a third-party which, to the best of the Manager’s knowledge, does not constitute a without breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours. The Manager Advisor 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 (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Advisor Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or Company investors (subject to potential investors in the Company’s securitiescompliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company, (v) as required requested by law or legal process to which the Manager Advisor or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager Advisor agrees to inform each of its Manager Advisor Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager Advisor from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulationregulation 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 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, the Manager Advisor may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager Advisor agrees to exercise its 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)Advisor, (B) is released in writing by the Company to the public (except to the extent exempt under Regulation FD) or to 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 which, to the best of the ManagerAdvisor’s knowledge, does not constitute a breach by such third-third party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon reasonable advance notice. 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 (“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 (ia) to its Affiliates, (b) to its and its Affiliates’ members, stockholders, managers, partners, personnel, officers, directors, employees, consultants, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunderInformation, (iic) to appraisers, financing sources and others in the ordinary course of the Company’s business ((ia), (b) and (iic) collectively, “Manager Permitted Disclosure Parties”), (iiid) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or Company investors (subject to potential investors in the Company’s securitiescompliance with Regulation FD), (ive) to governmental officials having jurisdiction over the Company, (vf) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, party or (vig) with the consent of the CompanyBoard. 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 direct keep such Persons to treat such Confidential Information in accordance with the terms hereofinformation confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulationregulation 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager 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 whichthat, to the best of the Manager’s knowledge, does has not constitute a breach by such third-party of breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement Section 5 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 Investment Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company, Citibank, and independent accountants appointed by the Company or any Subsidiary at any a mutually agreed time during normal business hourshours and upon not less than three (3) Business Days’ prior notice. At no time will the Investment Manager make a public announcement concerning the Swap Agreement, the Investment Manager’s role hereunder or any other aspect of the transactions contemplated by this Agreement and 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, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Company, (ii) to appraisersas required by law, financing sources and others in regulation, court order or the ordinary course rules or regulations of the Company’s business ((i) and (ii) collectivelyany self regulating organization, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authorityInvestment 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 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 thirdnon-party which, to confidential basis; provided that the best of the Manager’s knowledge, Investment Manager does not constitute a know or have reason to know, after due inquiry, of any breach by such third-party source of an obligation of confidence any confidentiality obligations with respect to the Confidential Information disclosedthereto. The provisions For purposes of this Agreement Xxxxxxx 0, Xxxxxxxx shall survive in no event be considered a “non-affiliated third party,” and the expiration or earlier termination Investment Manager may disclose any of this Agreement for a period of one year. For the avoidance of doubt, aforementioned information about to Citibank insofar as such information relates to the Company’s policies, procedures and investment portfolio (other than investments in which performance of its obligations under 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 5Swap Agreement.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon reasonable advance notice. 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 (“"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 (ia) to its Affiliates, (b) to its and its Affiliates' members, stockholders, managers, partners, personnel, officers, directors, employees, consultants, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunderInformation, (iic) to appraisers, financing sources and others in the ordinary course of the Company’s 's business ((ia), (b) and (iic) collectively, “"Manager Permitted Disclosure Parties”"), (iiid) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or Company investors (subject to potential investors in the Company’s securitiescompliance with Regulation FD), (ive) to governmental officials having jurisdiction over the Company, (vf) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, party or (vig) with the consent of the CompanyBoard. 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 direct keep such Persons to treat such Confidential Information in accordance with the terms hereofinformation confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulationregulation 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 '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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager 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 whichthat, to the best of the Manager’s 's knowledge, does has not constitute a breach by such third-party of breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement Section 5 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 shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours. 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 (“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 (i) to its Affiliates, members, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or Company investors (subject to potential investors in the Company’s securitiescompliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company, (v) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct use commercially reasonable efforts to obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulationregulation 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 (not resulting from the Manager’s violation of this Section 5), (B) is released in writing by the Company to the public (except to the extent exempt under Regulation FD) 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 which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement Section 6 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 Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours. The hours and upon reasonable prior written notice; provided that the Collateral Manager shall keep confidential not be obligated to provide access to 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, about or concerning the Company, 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 (“Confidential Information”) and shall not use Confidential Information disclose any such information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (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 connection with its 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 as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its Affiliatesmembers, officers, directors, and employees, agentsand to its attorneys, representatives accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or advisors who need to know such Confidential Information desirable in order for the purpose Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of rendering services hereunderthe Collateral, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiivii) 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 the Company’s stockholders or to potential investors in the Company’s securitiesproceeding related hereto, (iv) to governmental officials having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 5Securities.

Records; Confidentiality. (a) The Portfolio Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee and the independent accountants appointed by the Issuer pursuant to the Indenture at any mutually agreed reasonable time during normal business hourshours and upon not less than five (5) Business Days’ prior notice. The Portfolio Manager shall keep confidential any and all non-public informationinformation that is either (i) of a type that would ordinarily be considered proprietary or confidential or (ii) designated as confidential (collectively, written or oral, about or concerning the Company, “Confidential Information”) and obtained by it in connection with the services rendered hereunder (“Confidential Information”) hereunder, and shall not use disclose any such Confidential Information to non-affiliated third parties (which shall in no event be deemed to include holders 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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Issuer, (ii) to appraisers, financing sources and others such information as any Rating Agency shall reasonably request in the ordinary course connection with its rating of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)any Class of Notes, (iii) in connection with as required by law, regulation, court order or the rules or regulations of any governmental stock exchange or regulatory filings of self-regulating organization, body or official having jurisdiction over the Company Issuer or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesPortfolio Manager, (iv) to governmental officials having jurisdiction over the Companyits professional advisers, (v) such information as required by law shall have been publicly available or legal process to which disclosed other than in violation of this Agreement or the Manager or any Person to whom disclosure is permitted hereunder is a partyIndenture, or (vi) such information that was or is obtained by the Portfolio Manager on a non-confidential basis, (vii) such information that 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 be bound by this Agreement or another confidentiality agreement with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, Issuer 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein related to the contrary, each investment performance 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 Portfolio 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 5its Advisor.

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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than three (3) Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (a) with the prior written consent of the Issuer, (b) such information as any Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement the Notes or disclose Confidential Informationsupplying credit ratings or estimates on any obligation included in the Assets, (c) in whole connection with establishing trading or investment accounts or otherwise in partconnection with effecting Transactions on behalf of the Issuer, to any Person other than (d) as required by (i) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunderaffiliates, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court affiliates or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (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, the Collateral Manager may disclose only (1) that portion it is serving as collateral manager of the Issuer, (2) the nature, aggregate principal amount and overall performance of the Issuer’s Assets, (3) the amount of earnings on the Assets, and (4) such other information that about the Issuer, the Assets, the Notes and the Interests as is legally required without liability hereunder; providedcustomarily disclosed by managers of collateralized loan obligations, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, and (2) 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 Collateral Manager’s violation 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 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 income tax structure. For purposes of this Section 5)6, (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 which, to the best Holders of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to Notes and the Confidential Information disclosed. The provisions of this 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 Holders of the Manager’s obligations pursuant to this Section 5Interests shall not 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 account and records shall be accessible for inspection by authorized representatives of the Company or any Subsidiary at any time during normal business hourshours upon reasonable advance notice. 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 (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesCompany investors, (iv) to governmental officials having jurisdiction over the Company, ; (v) to its legal counsel or independent auditors, (vi) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (vivii) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, agency having jurisdiction over the Company (ii) upon the request or demand of, or pursuant to any 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 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, provided that the Manager agrees to exercise its 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 and other than a Person that received such Confidential Information in violation of this Section 5)Agreement, (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 which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company or any Subsidiary at any time during normal business hoursIssuer, the Co-Issuer and the Trustee. The Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisers, financing sources and others as otherwise required in the ordinary course reasonable judgment of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials having jurisdiction over the Company, (v) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a partyCollateral Manager, or (vivii) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any 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, 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 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 thirdnon-party which, to confidential basis; provided that the best of the Manager’s knowledge, Collateral Manager does not constitute a know of any breach by such third-party source of an obligation of confidence any confidentiality obligations with respect thereto. For purposes of this Section 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 Confidential Information disclosed. The provisions Indenture, the Income Notes Agreement and this Agreement, and any of this Agreement their directors, officers, members, employees, professional advisors or agents 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 cono event be considered “non-invested) shall be deemed to be included within the meaning of “Confidential Information” for purposes of the Manager’s obligations pursuant to this Section 5affiliated third parties.”

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon reasonable advance notice. 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 (“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 (i1) to its Affiliates, managers, officers, directors, employees, members, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii2) to appraisers, financing sources and others in the ordinary course of the Company’s and any Subsidiary’s business ((i1) and (ii2) collectively, “Manager Permitted Disclosure Parties”), (iii3) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesCompany investors, (iv4) to governmental officials having jurisdiction over the Company, (v5) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi6) with the consent of the CompanyBoard of Directors. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i1) upon the order of any court or administrative agency, (ii2) upon the request or demand ofof any regulatory agency or authority, or pursuant to any law or regulation, 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 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, 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 to exercise its 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 (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 which, to the best of the Manager’s knowledge, does not constitute a without breach by such third-third party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company or any Subsidiary at any time during normal business hoursIssuer, the Co-Issuer and the Trustee. The Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisers, financing sources and others as otherwise required in the ordinary course reasonable judgment of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials having jurisdiction over the Company, (v) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a partyCollateral Manager, or (vivii) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any 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, 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 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 thirdnon-party which, to confidential basis; provided that the best of the Manager’s knowledge, Collateral Manager does not constitute a know of any breach by such third-party source of an obligation of confidence any confidentiality obligations with respect thereto. For purposes of this Section 11, the Noteholders, Holders of the Preferred Shares, prospective purchasers of Notes and/or Preferred Shares, prospective sellers and purchasers of Collateral Interests, all parties to the Confidential Information disclosed. The provisions Indenture, the Preferred Shares Agreement and this Agreement, and any of this Agreement their directors, officers, members, employees, professional advisors or agents 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 cono event be considered “non-invested) shall be deemed to be included within the meaning of “Confidential Information” for purposes of the Manager’s obligations pursuant to this Section 5affiliated 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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon one Business Day prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement or disclose Confidential Information, in whole the applicable Class of Secured Notes or in partsupplying credit estimates on any Collateral Obligation included in the Assets, to any Person other than (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) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, of its Affiliates or (viiii) with the consent 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 accounting advisors) who agree to keep such information confidential, (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Company. The Indenture or shall have been obtained by the Collateral Manager agrees to inform each of its Manager Permitted Disclosure Parties of the on a non-public nature of confidential basis, (g) as expressly permitted in the Confidential Information and Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to direct such Persons to treat such Confidential Information in accordance with disclose so that the terms hereof. Nothing herein shall prevent Collateral Manager may perform its duties hereunder, under the Manager from disclosing Confidential Information 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, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Collateral Manager may disclose only (a) that portion it is serving as collateral manager of such information that is legally required without liability hereunder; providedthe Issuer, that (b) the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to nature, aggregate principal amount and overall performance of the contraryIssuer’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 limitation of any kind, the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to United States federal income tax treatment and United States federal income tax structure of 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 transactions contemplated by the Company to the public or to persons who are not under similar obligation of confidentiality to the CompanyIndenture, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive and the expiration or earlier termination related documents and all materials of this Agreement for a period of one year. For the avoidance of doubt, information about the Company’s policies, procedures any kind (including opinions and investment portfolio (other than investments in which the Company tax analyses) that are provided to them relating to such United States federal income tax treatment 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 5United States income tax structure.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours. 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 (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s 's business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any 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, 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s 's knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 shall maintain appropriate books of accounts account, records and records files relating to services performed hereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager 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, about or concerning the Company, obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives representatives, advisors of the Manager or advisors its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) 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 ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) 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 the Company’s stockholders or Company investors (subject to potential investors in the Company’s securitiescompliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company, (v) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (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 (vii) otherwise with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereofInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulationregulation 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 (except to the extent exempt under Regulation FD) 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 which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 shall maintain appropriate books of accounts account, records and records files relating to services performed hereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (for example, administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager 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, about or concerning the Company, obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives representatives, advisors of the Manager or advisors its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) 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 ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or Company investors (subject to potential investors in the Company’s securitiescompliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company, (v) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (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 (vii) otherwise with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereofInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulationregulation 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 (except to the extent exempt under Regulation FD) or to persons who are not under a similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement Section 5 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 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 account and records and the Related Contracts shall be accessible for inspection and copying by 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 Subsidiary at any time fiscal year except during the continuance of an Event of Default), upon reasonable advance notice and during normal business 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 prior 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 Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, such information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information to third parties that are not Affiliates of the Collateral Manager or the Borrower except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Borrower, (ii) to appraisers, financing sources and others such information as the Rating Agency shall request in connection with the ordinary course rating of the Company’s business ((i) Loans and (ii) collectively, “Manager Permitted Disclosure Parties”)Collateral Loans or any Credit Estimate, (iii) in connection as required by law, regulation, court order, request by a governmental regulatory agency with jurisdiction over the Collateral Manager or the rules or regulations of any governmental self-regulating organization, body or regulatory filings official having jurisdiction over the Collateral Manager or as required by the rules and regulations of any stock exchange on which the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesLoans may be listed, (iv) to governmental officials having jurisdiction over the Companyits shareholders and its professional advisors, (v) as required by law expressly permitted in the Credit Agreement or legal process to which the Manager or in any Person to whom disclosure is permitted hereunder is a partyother Loan Document, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required necessary in connection with the exercise duties or rights of any remedy 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 (ivviii) 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 For purposes of this Section 5)6, (B) is released the Lenders, prospective Lenders, the Administrative Agent, or the Collateral Agent shall in writing by no event be considered “third parties that are not Affiliates of the Company Collateral Manager or the Borrower.” Notwithstanding anything to the public or contrary herein, the Collateral Manager and its Affiliates shall have the right to persons who are not under similar obligation of confidentiality to disclose the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Collateral Manager’s knowledge, does not constitute a breach by such third-party of 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 Agreement shall survive the expiration other portfolios, funds and accounts managed 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 managed by the meaning Collateral Manager or any of “Confidential Information” for purposes of the Manager’s obligations pursuant to this Section 5its Affiliates.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours. The hours and upon reasonable prior notice; provided that the Collateral Manager shall keep confidential not be obligated to provide access to 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, about or concerning the Company, 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 (“Confidential Information”) and shall not use Confidential Information disclose any such information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (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 connection with its 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 as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its Affiliatesmembers, officers, directors, and employees, agentsand to its attorneys, representatives accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or advisors who need to know such Confidential Information desirable in order for the purpose Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of rendering services hereunderthe Collateral, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiivii) 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 the Company’s stockholders or to potential investors in the Company’s securitiesproceeding related hereto, (iv) to governmental officials having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 5Securities.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company, the Counterparty, and independent accountants appointed by the Company or any Subsidiary at any a mutually agreed time during normal business hourshours and upon not less than three (3) Business Days’ prior notice. At no time will the Collateral Manager make a public announcement concerning the Global Master Repurchase Agreement, the Collateral Manager’s role hereunder or any other aspect of the transactions contemplated by this Agreement and 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, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Company, (ii) to appraisersas required by law, financing sources and others in regulation, court order or the ordinary course rules or regulations of the Company’s business ((i) and (ii) collectivelyany self regulating organization, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authorityCollateral 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 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 thirdnon-party which, to confidential basis; provided that the best of the Manager’s knowledge, Collateral Manager does not constitute a know or have reason to know, after due inquiry, of any breach by such third-party source of an obligation of confidence any confidentiality obligations with respect thereto. For purposes of this Section 9, the Counterparty shall in no event be considered a “non-affiliated third party,” and the Collateral Manager may disclose any of the aforementioned information to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, Counterparty insofar as such information about relates to the Company’s policies, procedures and investment portfolio (other than investments in which performance of its obligations under 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 5Global Master Repurchase Agreement.

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon reasonable advance notice. 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 (“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 (i1) to its Affiliates, managers, officers, directors, trustees, employees, members, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii2) to appraisers, financing sources and others in the ordinary course of the Company’s and any Subsidiary’s business ((i1) and (ii2) collectively, “Manager Permitted Disclosure Parties”), (iii3) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or Company investors (subject to potential investors in the Company’s securitiescompliance with Regulation FD), (iv4) to governmental officials having jurisdiction over the Company, (v5) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi6) with the consent of the CompanyBoard of Directors. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i1) upon the order of any court or administrative agency, (ii2) upon the request or demand of, or pursuant to any law or regulationregulation 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 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, 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 to exercise its 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 (not resulting from the Manager’s violation of this Section 5), (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 a similar obligation of confidentiality to the CompanyCompany and the Subsidiaries, or (C) is obtained by the Manager from a third-third party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-third party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 shall maintain appropriate books of accounts account, records and records files relating to any services performed hereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of Residential and each of the Company or any Subsidiary at any time Subsidiaries during normal business hourshours upon reasonable advance written notice. 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 (“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 (i) to its Affiliatesdirectors, officers, directors, employees, agents, representatives or advisors of the Manager, any Manager Related Party or their Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) 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 ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) 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 the CompanyResidential’s stockholders or investors (subject to potential investors in the Company’s securitiescompliance with Regulation FD), (iv) to governmental officials having jurisdiction over Residential or any the CompanySubsidiaries, (v) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, party or (vi) otherwise with the consent of the CompanyBoard 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 to direct such Persons to treat such Confidential Information in accordance with the terms hereofInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulationregulation 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 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, provided that the Manager agrees to shall exercise its 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 (not resulting from Related Party or the Affiliates of the Manager’s violation of this Section 5), (B) is released in writing by Residential or any of the Company Subsidiaries to the public (except to the extent exempt under Regulation FD) or to persons Persons who are not under similar obligation obligations of confidentiality to Residential and each of the CompanySubsidiaries, or (C) is obtained by the Manager from a third-party third Person which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party third Person of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement Section 10 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 Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Collateral 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 during normal business hourshours and upon not less than three Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information to non-Affiliated third parties except (a) with the prior written consent of the Issuer, (b) such information as the Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement the Secured Debt, (c) in connection with establishing trading or disclose Confidential Informationinvestment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, in whole or in part, to any Person other than (d) as required by (i) to its Affiliatesapplicable law, officersregulation, directorscourt order, employees, agents, representatives or advisors who need to know such Confidential Information for a request by a governmental regulatory agency with jurisdiction over the purpose of rendering services hereunderCollateral Manager, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise rules and regulations of any remedy hereunderstock exchange on which the Debt 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, the Collateral Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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) that it is available to serving as collateral manager of the public from a source other than the Manager (not resulting from the Manager’s violation of this Section 5)Issuer, (B) is released in writing 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 CompanyIssuer’s assets, or (C) is obtained by the Manager from a third-party which, to amount of earnings on the best of the ManagerIssuer’s knowledge, does not constitute a breach by assets and (D) such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, other information about the CompanyIssuer, the Issuer’s policiesassets and the Debt as is customarily disclosed by managers of collateralized loan obligations and (II) each party hereto (and each of their respective employees, procedures representatives or other agents) may disclose to any and investment portfolio all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other than investments in which the Company tax analyses) that are provided to them relating to such U.S. federal income tax treatment and Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for U.S. income tax structure. For purposes of the Manager’s obligations pursuant to this Section 56, the Holders shall not 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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon reasonable advance notice. 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 (“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 (i1) to its Affiliates, managers, officers, directors, trustees, employees, members, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii2) to appraisers, financing sources and others in the ordinary course of the Company’s and any Subsidiary’s business ((i1) and (ii2) collectively, “Manager Permitted Disclosure Parties”), (iii3) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or Company investors (subject to potential investors in the Company’s securitiescompliance with Regulation FD), (iv4) to governmental officials having jurisdiction over the Company, (v5) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi6) with the consent of the CompanyBoard of Directors. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nonpublic nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i1) upon the order of any court or administrative agency, (ii2) upon the request or demand of, or pursuant to any law or regulationregulation 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 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, 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 to exercise its 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 (not resulting from the Manager’s violation of this Section 5), (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 a similar obligation of confidentiality to the CompanyCompany and the Subsidiaries, or (C) is obtained by the Manager from a third-third party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-third party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 shall maintain appropriate books of accounts account, records and records files relating to services performed hereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager 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, about or concerning the Company, obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives representatives, advisors of the Manager or advisors its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) 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 ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or Company investors (subject to potential investors in the Company’s securitiescompliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company, (v) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) otherwise with the written consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereofInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulationregulation 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 (not resulting from the Manager’s violation of this Section 5), (B) is released in writing 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, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement Section 5 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 account, records and records files relating to services performed hereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon advance written notice. The Manager Advisor shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Advisor with due care, the Advisor shall be in compliance with the foregoing). The Advisor 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 (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives representatives, advisors of the Advisor or advisors its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunderhereunder or in furtherance of CIM’s management or capital markets businesses, (ii) 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 ((i) and (ii) collectively, “Manager Advisor Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or (subject to potential investors in the Company’s securitiescompliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the CompanyCompany or the Advisor, (v) as required requested by law or law, legal process or regulatory request to which the Manager Advisor or any Person to whom disclosure is permitted hereunder is a partyparty 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 (vivii) otherwise with the consent of the Company. The Manager Advisor agrees to inform each of its Manager Advisor Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereofInformation. Nothing herein shall prevent the Manager Advisor from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulationregulation 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 Advisor 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 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, the Manager Advisor may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager Advisor agrees to exercise its 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)Advisor, (B) is released in writing by the Company to the public (except to the extent exempt under Regulation FD) or to persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager Advisor from a third-party which, to the best of the ManagerAdvisor’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement Section 5 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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours. 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 (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisers, financing sources sources, advisors and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)) , (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesCompany investors, (iv) to governmental officials having jurisdiction over the Company, (v) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand ofof any regulatory agency or authority, or pursuant to any 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, 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 to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a without breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 Portfolio Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee and the independent accountants appointed by the Issuer pursuant to the Indenture at any mutually agreed reasonable time during normal business hourshours and upon not less than five (5) Business Days’ prior notice. The Portfolio Manager shall keep confidential any and all non-public informationinformation that is either (i) of a type that would ordinarily be considered proprietary or confidential or (ii) designated as confidential (collectively, written or oral, about or concerning the Company, “Confidential Information”) and obtained by it in connection with the services rendered hereunder (“Confidential Information”) hereunder, and shall not use disclose any such Confidential Information to non-affiliated third parties (which shall in no event be deemed to include holders 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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Issuer, (ii) to appraisers, financing sources and others such information as the Rating Agency shall reasonably request in the ordinary course connection with its rating of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)any Class of Notes, (iii) in connection with as required by law, regulation, court order or the rules or regulations of any governmental stock exchange or regulatory filings of self-regulating organization, body or official having jurisdiction over the Company Issuer or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesPortfolio Manager, (iv) to governmental officials having jurisdiction over the Companyits professional advisers, (v) such information as required by law shall have been publicly available or legal process to which disclosed other than in violation of this Agreement or the Manager or any Person to whom disclosure is permitted hereunder is a partyIndenture, or (vi) such information that was or is obtained by the Portfolio Manager on a non-confidential basis, (vii) such information that 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 be bound by this Agreement or another confidentiality agreement with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, Issuer 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein related to the contrary, each investment performance 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 Portfolio 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 5its Advisor.

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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than three Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (a) with the prior written consent of the Issuer, (b) such information as the Rating Agencies shall reasonably request in furtherance 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 duties under 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 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 Confidential Informationso 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 whole the Indenture or in partany other Transaction Document, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of filing that the Company or disclosure or presentations Collateral Manager is required to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials having jurisdiction over the Company, (v) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, make or (vij) with general performance information which may be used by the consent of the Company. The Manager agrees to inform each of Collateral Manager, its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court affiliates or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Collateral Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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) that it is available to serving as collateral manager of the public from a source other than the Manager (not resulting from the Manager’s violation of this Section 5)Issuer, (B) is released in writing 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 CompanyAssets, or (C) is obtained by the Manager from a third-party whichamount of earnings on the Assets, to the best of the Manager’s knowledge, does not constitute a breach by (D) such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, other information about the Company’s policiesIssuer, procedures the Assets and investment portfolio the Notes as is customarily disclosed by managers of collateralized loan obligations and (E) each of its respective employees, representatives or other than investments in which agents may disclose to any and all Persons, without limitation of any kind, the Company United States federal income tax treatment and Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for purposes United States federal income tax structure of the Manager’s obligations pursuant 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 income tax structure. Nothing in this Section 5Agreement prohibits the reporting of possible violations of state or federal law or regulation to or otherwise responding to or cooperating with an investigation by any governmental agency or entity, including the Department of Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation.

Records; Confidentiality. The 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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Borrower, the Administrative Agent and Subordinated Lenders at any time during normal business hourshours and upon not less than three Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (ia) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose of rendering services hereunder, (ii) to appraisers, financing sources and others in the ordinary course prior written consent of the Company’s business Borrower and the Administrative Agent ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”which consent shall not be unreasonably withheld), (iiib) 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) in connection with any governmental establishing trading or regulatory filings investment accounts or otherwise in connection with effecting Transactions on behalf of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesBorrower, (ivd) to as required by (i) applicable law, regulation, court order, or a request by a governmental officials 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 Company, (v) as required by law or legal process to which the Collateral Manager or any Person of its Affiliates, (e) to whom disclosure is permitted hereunder is a partyits 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 (vi) with the consent provisions of the Company. The Credit Agreement or shall have been obtained by the Collateral Manager agrees to inform each of its Manager Permitted Disclosure Parties of the on a non-public nature of confidential basis, (g) such information as is necessary or appropriate to disclose so that the Confidential Information and to direct such Persons to treat such Confidential Information Collateral Manager may perform its duties hereunder, under the Credit Agreement or any other Credit Document, (h) as expressly permitted in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information Credit Agreement or any other Credit Document or (i) upon general performance information which may be used by the order of any court Collateral Manager, its Affiliates or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Collateral Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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) that it is available to serving as collateral manager of the public from a source other than the Manager (not resulting from the Manager’s violation of this Section 5)Borrower, (B) is released in writing 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 CompanyWarehouse Assets, or (C) is obtained by the Manager from a third-party whichamount of earnings on the Warehouse Assets, to the best of the Manager’s knowledge, does not constitute a breach by (D) such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, other information about the Company’s policiesBorrower and the Warehouse Assets as is customarily disclosed by managers of similar transactions and (E) each of its respective employees, procedures representatives or other agents may disclose to any and investment portfolio (other than investments in which all Persons, without limitation of any kind, the Company U.S. federal income tax treatment and Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for purposes U.S. federal income tax structure of the Manager’s obligations pursuant transactions contemplated by the Credit Agreement, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to this Section 5them 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 account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed‑upon time during normal business hourshours and upon reasonable prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non‑public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Collateral Manager shall follow its customary procedures to keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (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 connection with its 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 as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its Affiliatesmembers, officers, directors, and employees, agentsand to its attorneys, representatives accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or advisors who need to know such Confidential Information desirable in order for the purpose Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of rendering services hereunderthe Collateral, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiivii) 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 the Company’s stockholders or to potential investors in the Company’s securitiesproceeding related hereto, (iv) to governmental officials having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 5Securities.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours. The hours and upon reasonable prior notice; provided that the Collateral Manager shall keep confidential not be obligated to provide access to 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, about or concerning the Company, 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 (“Confidential Information”) and shall not use Confidential Information disclose any such information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (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 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 as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its Affiliatesmembers, officers, directors, and employees, agentsand to its attorneys, representatives accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or advisors who need to know such Confidential Information desirable in order for the purpose Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of rendering services hereunderthe Assets, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiivii) 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 the Company’s stockholders or to potential investors in the Company’s securitiesTrustee, (ivix) to governmental officials having jurisdiction over the Company, extent required pursuant to any Hedge Agreement of the Issuer and (vx) as required by law or legal process to which Holders and potential purchasers of any of the Manager or any Person Securities. Subject to whom disclosure is permitted hereunder is a party, or (vi) compliance with the consent requirements of any law, rule or regulation applicable to the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing Collateral Manager, nothing contained herein shall prevent the Collateral Manager from disclosing Confidential Information (i) upon discussing its activities hereunder in a general way in the order normal course of its business, including, without limitation, general discussions with other Persons regarding its ability to act as a collateral manager and its past performance in such capacity. In addition, subject to compliance with the requirements of any court law, rule or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) regulation applicable to the extent reasonably required Collateral Manager, with respect to information that the Collateral Manager obtains or develops regarding the Collateral Debt Securities or Eligible Investments (including, without limitation, information regarding ratings, yield, creditworthiness, financial condition and prospects of any issuer thereof) in connection with the 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, 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise in its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such informationjudgment, disadvantage the Issuer. 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 (not resulting from the Manager’s violation of this Section 5)U.S. Federal, (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 which, to the best state and local tax treatment of the Manager’s knowledgeSecurities and the Issuers, does not constitute a breach by and all materials of any kind (including opinions or other tax analyses) relating to such third-party of an obligation of confidence with respect U.S. Federal, state and local tax treatment and that may be relevant to the Confidential Information disclosed. The provisions of this 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 5understanding 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 account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours. The hours and upon reasonable prior notice; provided that the Collateral Manager shall keep confidential not be obligated to provide access to 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, about or concerning the Company, 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 (“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 (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 connection with its 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 as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its Affiliatesmembers, officers, directors, employees, agentsaffiliates, representatives prospective and current investors, funding sources and prospective loan purchasers and to its attorneys, accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or advisors who need to know such Confidential Information desirable in order for the purpose Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of rendering services hereunderthe Collateral, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiivii) 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 the Company’s stockholders or to potential investors in the Company’s securitiesproceeding related hereto, (iv) to governmental officials having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 5Securities.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours. The hours and upon reasonable prior notice; provided that the Collateral Manager shall keep confidential not be obligated to provide access to 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, about or concerning the Company, 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 (“Confidential Information”) and shall not use Confidential Information disclose any such information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agency shall reasonably request in connection with its 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 as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its Affiliatesmembers, officers, directors, and employees, agentsand to its attorneys, representatives accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or advisors who need to know such Confidential Information desirable in order for the purpose Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of rendering services hereunderthe Collateral, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiivii) 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 the Company’s stockholders or to potential investors in the Company’s securitiesproceeding related hereto, (iv) to governmental officials having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 5Securities.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company, the Administrative Agent, and independent accountants appointed by the Company or any Subsidiary at any a mutually agreed time during normal business hourshours and upon not less than three (3) Business Days’ prior notice. Subject to the 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 transactions 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, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Company, (ii) to appraisersas required by law, financing sources and others in regulation, court order or the ordinary course rules or regulations of the Company’s business ((i) and (ii) collectivelyany self regulating organization, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authorityCollateral 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 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 which, to non confidential basis; provided that the best of the Manager’s knowledge, Collateral Manager does not constitute a know or have reason to know, after due inquiry, of any breach by such third-party source of an obligation of confidence any confidentiality obligations with respect thereto. For purposes of this Section 10, the Administrative Agent shall in no event be considered a “non affiliated third party,” and the Collateral Manager may disclose any of the aforementioned information to the Confidential Information disclosed. The provisions of this Agreement shall survive Administrative Agent insofar as such information relates to Loans under 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 5LSA.

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company Trust or any Subsidiary at any time during normal business hourshours upon reasonable advance notice. 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 (“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 (i1) to its Affiliates, managers, officers, trustees, directors, employees, members, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii2) to appraisers, financing sources and others in the ordinary course of the CompanyTrust’s and any Subsidiary’s business ((i1) and (ii2) collectively, “Manager Permitted Disclosure Parties”), (iii3) in connection with any governmental or regulatory filings of the Company Trust or any Subsidiary or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesTrust investors, (iv4) to governmental officials having jurisdiction over the CompanyTrust, (v5) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi6) with the consent of the CompanyBoard of Trustees. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i1) upon the order of any court or administrative agency, (ii2) upon the request or demand of, or pursuant to any law or regulation, 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 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 Trust and the Operating Partnership with prompt written notice of such order, request or demand so that the Company Trust 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, 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 to exercise its 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 (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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 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 account and records and the Related Contracts shall be accessible for inspection and copying by representatives of the Company Borrower, the Collateral Agent and the Facility Agent, or their designees (at the Borrower’s expense, in the case of not more than one inspection during any Subsidiary at any time fiscal year except during the continuance of an Event of Default), upon reasonable advance notice and during normal business 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 prior 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 Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, such information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information to third parties that are not Affiliates of the Collateral Manager or the Borrower except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Borrower, (ii) to appraisers, financing sources and others such information as any rating agency shall request in connection with the ordinary course rating of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)Collateral Obligations or any Credit Estimate, (iii) in connection as required by law, regulation, court order, request by a governmental regulatory agency with jurisdiction over the Collateral Manager or the rules or regulations of any governmental self-regulating organization, body or regulatory filings official having jurisdiction over the Collateral Manager or as required by the rules and regulations of any stock exchange on which the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesLoans may be listed, (iv) to governmental officials having jurisdiction over the Companyits shareholders and its professional advisors, (v) as required by law expressly permitted in the Credit Agreement or legal process to which the Manager or in any Person to whom disclosure is permitted hereunder is a partyother Loan Document, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required necessary in connection with the exercise duties or rights of any remedy 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 (ivviii) 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 For purposes of this Section 5)6, (B) is released the Senior Lenders, prospective Senior Lenders, the Facility Agent, or the Collateral Agent shall in writing by no event be considered “third parties that are not Affiliates of the Company Collateral Manager or the Borrower.” Notwithstanding anything to the public or contrary herein, the Collateral Manager and its Affiliates shall have the right to persons who are not under similar obligation of confidentiality to disclose the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Collateral Manager’s knowledge, does not constitute a breach by such third-party of 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 Agreement shall survive the expiration other portfolios, funds and accounts managed 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 managed by the meaning Collateral Manager or any of “Confidential Information” for purposes of the Manager’s obligations pursuant to this Section 5its 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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Section 10.8 of the Indenture at any time during normal business hourshours 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. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement or disclose Confidential Information, in whole the Secured Notes or in partsupplying credit estimates on any Collateral Obligation included in the Assets, to any Person other than (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) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, of its Affiliates or (viiii) with the consent 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 Company. The Indenture or shall have been obtained by the Collateral Manager agrees to inform each of its Manager Permitted Disclosure Parties of the on a non-public nature of confidential basis, (g) as expressly permitted in the Confidential Information and Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to direct such Persons to treat such Confidential Information in accordance with disclose so that the terms hereof. Nothing herein shall prevent Collateral Manager may perform its duties hereunder, under the Manager from disclosing Confidential Information 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, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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 Collateral Manager (and with the provisions respect to clause (e) 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrarysentence, each of its respective employees, representatives or other agents) may disclose (a) that it is serving as collateral manager 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)Issuer, (Bb) is released in writing by the Company to the public or to persons who are not under similar obligation of confidentiality to the Companynature, or (C) is obtained by the Manager from a third-party which, to the best aggregate principal amount and overall performance of the ManagerIssuer’s knowledgeassets, does not constitute a breach by (c) the amount of earnings on the Assets, (d) such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, other information about the Company’s policiesIssuer, procedures the Assets and investment portfolio the Notes as is customarily disclosed by managers of collateralized loan obligations and (other than investments in which e) to any and all Persons, without limitation of any kind, the Company United States federal income tax treatment and Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for purposes United States federal income tax structure of the Manager’s obligations pursuant 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 this Section 5them relating to such United States federal income tax treatment and United States income tax structure.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts account, records and records files relating to services performed hereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager 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, about or concerning the Company, obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives representatives, advisors of the Manager or advisors its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) 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 ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) 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 the Company’s stockholders or Company investors (subject to potential investors in the Company’s securitiescompliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company, (v) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (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 (vii) otherwise with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereofInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulationregulation 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 (except to the extent exempt under Regulation FD) 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 which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement Section 5 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 Portfolio Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection and copying by representatives of the Company Borrower and of the Administrative Agent, or any Subsidiary at any time their designees, upon reasonable advance notice and during normal business hourshours and at the Borrower’s expense, provided that the Portfolio Manager shall not be required to disclose any information which it is required by law or contract to keep confidential or that does not relate to the Borrower and, provided further, that, so long as no Event of Default has occurred and is continuing under the Loan 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 once in any consecutive 12 month period. The Portfolio Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, such information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information to third parties that are not Affiliates of the Portfolio Manager or the Borrower except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Borrower and the Administrative Agent, (ii) to appraisersas required by law, financing sources and others in regulation, court order, request by a governmental regulatory agency with jurisdiction over the ordinary course Portfolio Manager or the rules or regulations of the Company’s business ((i) and (ii) collectivelyany self-regulating organization, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Portfolio Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of or the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authorityBorrower’s Affiliates, (iii) to its professional advisors, (iv) as expressly permitted in the Loan Agreement or in any other Loan Document, (v) to the extent reasonably required necessary in connection with the exercise duties or rights of any remedy the Portfolio Manager hereunder, under the Loan Agreement or under any other Loan Document, (vi) subject to the second succeeding sentence, in connection with other transactions managed or to be managed by the Portfolio Manager or its Affiliates or an assessment by others of the Portfolio Manager or its Affiliates performance or investment management business 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 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 For purposes of this Section 5)6, (B) is released in writing the Financing Providers, prospective Financing Providers, the Collateral Agent, the Collateral Administrator, the Securities Intermediary, the Administrative Agent or any other party, prospective or otherwise, to an agreement contemplated by the Company Loan Agreement, shall in no event be considered “third parties that are not Affiliates of the Portfolio Manager or the Borrower.” Notwithstanding anything to the public or contrary herein, the Portfolio Manager shall have the right to persons who are not under similar obligation of confidentiality to disclose the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Portfolio Manager’s knowledge, does not constitute a breach by such third-party of 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 Agreement shall survive the expiration other portfolios, funds and accounts managed 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 managed by the meaning Portfolio Manager or any of “Confidential Information” for purposes of the Manager’s obligations pursuant to this Section 5its 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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours 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 efforts 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 Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except (a) with the prior written consent of the Issuer, (b) such information as S&P shall reasonably request in furtherance connection with its rating of its duties under this Agreement or disclose Confidential Information, in whole the Secured Notes or in partsupplying credit estimates on any Collateral Obligation included in the Assets, to any Person other than (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) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, of its Affiliates or (viiii) with the consent 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 Company. The Indenture or shall have been obtained by the Collateral Manager agrees to inform each of its Manager Permitted Disclosure Parties of the on a non-public nature of confidential basis, (g) as expressly permitted in the Confidential Information and Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to direct such Persons to treat such Confidential Information in accordance with disclose so that the terms hereof. Nothing herein shall prevent Collateral Manager may perform its duties hereunder, under the Manager from disclosing Confidential Information 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, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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 Collateral Manager (and with the provisions respect to clause (e) 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrarysentence, each of its respective employees, representatives or other agents) may disclose (a) that it is serving as collateral manager 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)Issuer, (Bb) is released in writing by the Company to the public or to persons who are not under similar obligation of confidentiality to the Companynature, or (C) is obtained by the Manager from a third-party which, to the best aggregate principal amount and overall performance of the ManagerIssuer’s knowledgeassets, does not constitute a breach by (c) the amount of earnings on the Assets, (d) such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, other information about the Company’s policiesIssuer, procedures the Assets and investment portfolio the Notes as is customarily disclosed by managers of collateralized loan obligations and (other than investments in which e) to any and all Persons, without limitation of any kind, the Company United States federal income tax treatment and Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for purposes United States federal income tax structure of the Manager’s obligations pursuant 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 this Section 5them relating to such United States federal income tax treatment and 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 account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours. The hours and upon reasonable prior notice; provided that the Collateral Manager shall keep confidential not be obligated to provide access to 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, about or concerning the Company, 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 (“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 (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 connection with its 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 as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its Affiliatesmembers, officers, directors, employees, agentsaffiliates, representatives prospective and current investors, funding sources, prospective loan purchasers, and to its attorneys, accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or advisors who need to know such Confidential Information desirable in order for the purpose Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of rendering services hereunderthe Collateral, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiivii) 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 the Company’s stockholders or to potential investors in the Company’s securitiesproceeding related hereto, (iv) to governmental officials having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 5Securities.

Records; Confidentiality. (a) The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours. 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 (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisers, financing sources sources, advisors and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)) , (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesCompany investors, (iv) to governmental officials having jurisdiction over the Company, (v) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand ofof any regulatory agency or authority, or pursuant to any 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 '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, 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 to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a without breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company, the Administrative Agent, and independent accountants appointed by the Company or any Subsidiary at any a mutually agreed time during normal business hourshours and upon not less than three Business Days’ prior notice. Subject to the 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 transactions 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, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Company, (ii) to appraisersas required by law, financing sources and others in regulation, court order or the ordinary course rules or regulations of the Company’s business ((i) and (ii) collectivelyany self regulating organization, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authorityCollateral 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 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 which, to non confidential basis; provided that the best of the Manager’s knowledge, Collateral Manager does not constitute a know or have reason to know, after due inquiry, of any breach by such third-party source of an obligation of confidence any confidentiality obligations with respect thereto. For purposes of this Section 10, the Administrative Agent shall in no event be considered a “non affiliated third party,” and the Collateral Manager may disclose any of the aforementioned information to the Confidential Information disclosed. The provisions of this Agreement shall survive Administrative Agent insofar as such information relates to Loans under 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 5LSA.

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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than three Business Days’ prior notice. The Collateral Manager agrees to the provisions of Sections 5.6(b) and (c) of the Credit Agreement. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (a) with the prior written consent of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunderBorrower, (iib) to appraisers, financing sources and others 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 ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)Collateral, (iiic) in connection with any governmental establishing trading or regulatory filings investment accounts or otherwise in connection with effecting Transactions on behalf of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesBorrower, (ivd) to as required by (i) applicable law, regulation, court order, or a request by a governmental officials 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 CompanyCollateral Manager or any of its Affiliates, (ve) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as required by law shall have been publicly disclosed other than in known violation of this Agreement or legal process 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 duties hereunder, under the Credit Agreement or any Person to whom disclosure is permitted hereunder is a party, other Loan Document or (vih) with general performance information which may be used by the consent of the Company. The Manager agrees to inform each of Collateral Manager, its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court Affiliates or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Collateral Manager may disclose only (a) that portion it is serving as collateral manager of the Borrower, (b) the nature, aggregate principal amount and overall performance of the Borrower’s assets, (c) the amount of earnings on the Collateral, (d) such other information that about the Borrower, the Collateral and the Loans as is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein customarily disclosed by managers of collateralized loan obligations and warehouses similar to the contrary, transactions contemplated by the Loan Documents and (e) each of its respective employees, representatives or other agents may disclose to any and all Persons, without limitation of any kind, the following shall be deemed U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Credit Agreement, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to be excluded from provisions hereof: any Confidential Information that (A) is available them relating to the public from a source other than the Manager (not resulting from the Manager’s violation such U.S. federal income tax treatment and U.S. income tax structure. For purposes of this Section 5)6, (B) is released the Lenders and the Subordinated Noteholders shall not be considered “non-affiliated third parties.” Nothing in writing by the Company 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 public or to persons who are not under similar obligation Department of confidentiality to Justice, the CompanySecurities and Exchange Commission, the United States Congress, and any agency inspector general, or (C) is obtained by making other disclosures that are protected under the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The whistleblower provisions of this Agreement shall survive federal law or regulation. There is no prior authorization necessary hereunder to make any such reports or disclosures and there is no requirement hereunder to notify the expiration Collateral Manager that any such reports 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 disclosures 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 5been made.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed‑upon time during normal business hourshours and upon reasonable prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non‑public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Collateral Manager shall follow its customary procedures to keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (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 connection with its 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 as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its Affiliatesmembers, officers, directors, employees, agentsaffiliates, representatives prospective and current investors, funding sources and prospective loan purchasers and to its attorneys, accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or advisors who need to know such Confidential Information desirable in order for the purpose Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of rendering services hereunderthe Collateral, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiivii) 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 the Company’s stockholders or to potential investors in the Company’s securitiesproceeding related hereto, (iv) to governmental officials having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 5Securities.

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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than three Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (a) with the prior written consent of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunderIssuer, (iib) to appraisers, financing sources and others 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 ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)Assets, (iiic) in connection with any governmental establishing trading or regulatory filings investment accounts or otherwise in connection with effecting Transactions on behalf of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesIssuer, (ivd) to as required by (i) applicable law, regulation, court order, or a request by a governmental officials 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 Company, (v) as required by law or legal process to which the Collateral Manager or any Person of its Affiliates, (e) to whom disclosure 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 permitted hereunder is a partynecessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (vih) with general performance information which may be used by the consent of the Company. The Manager agrees to inform each of Collateral Manager, its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court Affiliates or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Collateral Manager may disclose only (a) that portion it is serving as collateral manager of the Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information that about the Issuer, the Assets and the Notes as is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, 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 following shall be deemed U.S. federal income tax treatment and U.S. 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 be excluded from provisions hereof: any Confidential Information that (A) is available them relating to the public from a source other than the Manager (not resulting from the Manager’s violation such U.S. federal income tax treatment and U.S. income tax structure. For purposes of this Section 5)6, (B) is released the Holders shall not be considered “non-affiliated third parties.” Nothing in writing by the Company 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 public or to persons who are not under similar obligation Department of confidentiality to Justice, the CompanySecurities and Exchange Commission, the United States Congress, and any agency inspector general, or (C) is obtained by making other disclosures that are protected under the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The whistleblower provisions of this Agreement shall survive federal law or regulation. There is no prior authorization necessary hereunder to make any such reports or disclosures and there is no requirement hereunder to notify the expiration Collateral Manager that any such reports 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 disclosures 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 5been 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 account account, records and records files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager 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, about or concerning the Company, obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives representatives, advisors of the Manager or advisors its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) 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 ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) 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 the Company’s stockholders or Company investors (subject to potential investors in the Company’s securitiescompliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company, (v) as required requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (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 (vii) otherwise with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereofInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulationregulation 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 (except to the extent exempt under Regulation FD) 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 which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement Section 5 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 Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection and copying by representatives of the Company Borrower, the Collateral Agent and of the Facility Agent, or any Subsidiary at any time their designees, upon reasonable advance notice and during normal business hours, provided that the Collateral Manager shall not be required to disclose any information which it is required by law or contract to keep confidential unless a confidentiality agreement is otherwise entered into and, provided further, that, so long as no Event of Default has occurred and 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 Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, such information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information to third parties that are not Affiliates of the Collateral Manager or the Borrower except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Borrower, (ii) to appraisers, financing sources and others such information as the Rating Agency shall request in connection with the ordinary course rating of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)Notes or any Credit Estimate, (iii) in connection as required by law, regulation, court order, request by a governmental regulatory agency with jurisdiction over the Collateral Manager or the rules or regulations of any governmental self-regulating organization, body or regulatory filings official having jurisdiction over the Collateral Manager or as required by the rules and regulations of any stock exchange on which the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesNotes may be listed, (iv) to governmental officials having jurisdiction over the Companyits shareholders and its professional advisors, (v) as required by law expressly permitted in the Credit Agreement or legal process to which the Manager or in any Person to whom disclosure is permitted hereunder is a partyother Facility Document, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required necessary in connection with the exercise duties or rights of any remedy 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 (ivviii) 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 For purposes of this Section 5)6, (B) is released in writing the Lenders, prospective Lenders, the Facility Agent, the Collateral Agent or any other party, prospective or otherwise, to an agreement contemplated by the Company Credit Agreement, shall in no event be considered “third parties that are not Affiliates of the Collateral Manager or the Borrower.” Notwithstanding anything to the public or contrary herein, the Collateral Manager and its Affiliates shall have the right to persons who are not under similar obligation of confidentiality to disclose the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Collateral Manager’s knowledge, does not constitute a breach by such third-party of 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 Agreement shall survive the expiration other portfolios, funds and accounts managed 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 managed by the meaning Collateral Manager or any of “Confidential Information” for purposes of the Manager’s obligations pursuant to this Section 5its Affiliates.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by duly authorized representatives of the Company or any Subsidiary other designees of the Board of Directors at any time during normal business hours. The Manager shall provide to the 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, about or concerning the Company, obtained by information it obtains from time to time in connection with the services rendered hereunder (“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 (i) such information to its Affiliatesattorneys, officersaccountants, directorsconsultants, employees, agents, representatives or advisors who need and other professionals to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) extent necessary in connection with any governmental or regulatory filings utilizing their services; provided further that such recipients are advised of the confidentiality of such information. The Company or disclosure or presentations shall keep confidential any and all information it obtains from time to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials having jurisdiction over the Company, (v) as required by law or legal process to which time from the Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, 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 to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours. The hours and upon reasonable prior notice; provided that the Collateral Manager shall keep confidential not be obligated to provide access to 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, about or concerning the Company, 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 (“Confidential Information”) and shall not use Confidential Information disclose any such information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (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 connection with their rating or evaluation of 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 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 as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its Affiliatesmembers, officers, directors, and employees, agentsand to its attorneys, representatives accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or advisors who need to know such Confidential Information desirable in order for the purpose Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of rendering services hereunderthe Assets, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiivii) 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 the Company’s stockholders or to potential investors in the Company’s securitiesTrustee, (ivix) to governmental officials having jurisdiction over the Company, extent required pursuant to any Hedge Agreement of the Issuer and (vx) as required by law or legal process to which Holders and potential purchasers of any of the Manager or any Person Securities. Subject to whom disclosure is permitted hereunder is a party, or (vi) compliance with the consent requirements of any law, rule or regulation applicable to the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing Collateral Manager, nothing contained herein shall prevent the Collateral Manager from disclosing Confidential Information (i) upon discussing its activities hereunder in a general way in the order normal course of its business, including, without limitation, general discussions with other Persons regarding its ability to act as a collateral manager and its past performance in such capacity. In addition, subject to compliance with the requirements of any court law, rule or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) regulation applicable to the extent reasonably required Collateral Manager, with respect to information that the Collateral Manager obtains or develops regarding the Collateral Debt Securities or Eligible Investments (including, without limitation, information regarding ratings, yield, creditworthiness, financial condition and prospects of any Issuer thereof) in connection with the 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, 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise in its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such informationjudgment, disadvantage the Issuer. 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 (not resulting from the Manager’s violation of this Section 5)U.S. Federal, (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 which, to the best state and local tax treatment of the Manager’s knowledgeSecurities and the Issuers, does not constitute a breach by and all materials of any kind (including opinions or other tax analyses) relating to such third-party of an obligation of confidence with respect U.S. Federal, state and local tax treatment and that may be relevant to the Confidential Information disclosed. The provisions of this 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 5understanding such tax treatment.

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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than three Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement the Notes or disclose Confidential Informationsupplying credit estimates on any obligation included in the Assets, (c) in whole connection with establishing trading or investment accounts or otherwise in partconnection with effecting Transactions on behalf of the Issuer, to any Person other than (d) as required by (i) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court Affiliates or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (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 extent reasonably required 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, the Collateral Manager may disclose only (a) that portion it is serving as collateral manager of the Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information that about the Issuer, the Assets and the Notes as is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, 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 following shall be deemed 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 be excluded from provisions hereof: any Confidential Information that (A) is available them relating to the public from a source other than the Manager (not resulting from the Manager’s violation such United States federal income tax treatment and United States income tax structure. For purposes of this Section 5)6, (B) is released in writing by the Company to the public or to persons who are Holders shall not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a thirdbe considered “non-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 5affiliated 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 account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours. The hours and upon reasonable prior notice; provided that the Loan Obligation Manager shall keep confidential not be obligated to provide access to 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, about or concerning the Company, 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 (“Confidential Information”) and shall not use Confidential Information disclose any such information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (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 connection with its rating or evaluation of the Notes and/or the Loan Obligation 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 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, (v) to its Affiliatesmembers, officers, directors, and employees, agentsand to its attorneys, representatives accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or advisors who need to know such Confidential Information desirable in order for the purpose Loan Obligation Manager to prepare, publish and distribute to any Person any information relating to the investment performance of rendering services hereunderthe Assets, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiivii) 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 the Company’s stockholders or to potential investors in the Company’s securitiesproceeding related hereto, (iv) to governmental officials having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 5Securities.

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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than three Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement the Secured Debt or disclose Confidential Informationsupplying credit estimates on any obligation included in the Assets, (c) in whole connection with establishing trading or investment accounts or otherwise in partconnection with effecting Transactions on behalf of the Issuer, to any Person other than (d) as required by (i) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court Affiliates or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (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 extent reasonably required 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, the Collateral Manager may disclose only (a) that portion it is serving as collateral manager of the Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information that about the Issuer, the Assets and the Debt as is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, 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 following shall be deemed U.S. federal income tax treatment and U.S. 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 be excluded from provisions hereof: any Confidential Information that (A) is available them relating to the public from a source other than the Manager (not resulting from the Manager’s violation such U.S. federal income tax treatment and U.S. income tax structure. For purposes of this Section 5)6, (B) is released the Holders shall not be considered “non-affiliated third parties.” Nothing in writing by the Company 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 public or to persons who are not under similar obligation Department of confidentiality to Justice, the CompanySecurities and Exchange Commission, the United States Congress, and any agency inspector general, or (C) is obtained by making other disclosures that are protected under the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The whistleblower provisions of this Agreement shall survive federal law or regulation. There is no prior authorization necessary hereunder to make any such reports or disclosures and there is no requirement hereunder to notify the expiration Collateral Manager that any such reports 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 disclosures 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 5been made.

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 from time to time, to such books of account reasonable periodic, special and records shall be accessible for inspection other examinations by representatives the SEC, the Trust's auditors, the Trust or any representative of the Company Trust, Investment Manager, or any Subsidiary at governmental agency or other instrumentality having regulatory authority over the Trust. At any time during normal business hoursor 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 inquiry, of any breach by such source of any confidentiality obligations with respect thereto. The Consistent with the foregoing, Investment Manager shall treat all information, recommendations and advice furnished to Investment Manager by Sub-Adviser as confidential. In addition, Investment Manager shall keep confidential any and all noninformation regarding the operations of Sub-public informationAdviser, written or oral, about or concerning the Companyincluding its trading and hedging policies, obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderSub-Adviser, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials having jurisdiction over the Company, (v) as required by law law, regulation, court order or legal process to which the Manager rules or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order regulation of any court self-regulating organization, body or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Manager may disclose only that portion of (v) such information as was or is obtained by Investment Manager on a non-confidential basis, provided that is legally required without liability hereunder; providedInvestment Manager does not know, that 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 agrees right to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein examine, audit and review all documents, reports, transaction confirmation and other materials relating to the contrary, each Sub-Adviser's management of the following shall be deemed to be excluded from provisions hereof: Account at any Confidential Information that time (A) is available subject to the public from a source other than restrictions set forth in the Manager (not resulting from the Manager’s violation first sentence of this Section 5), (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 which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 58) on reasonable notice.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company, the Administrative Agent, and independent accountants appointed by the Company or any Subsidiary at any a mutually agreed time during normal business hourshours and upon not less than three Business Days’ prior notice. Subject to the 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 transactions 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, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Company, (ii) to appraisersas required by law, financing sources and others in regulation, court order or the ordinary course rules or regulations of the Company’s business ((i) and (ii) collectivelyany self regulating organization, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authorityCollateral 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 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 which, to non confidential basis; provided that the best of the Manager’s knowledge, Collateral Manager does not constitute a know or have reason to know, after due inquiry, of any breach by such third-party source of an obligation of confidence any confidentiality obligations with respect thereto. For purposes of this Section 10, the Administrative Agent shall in no event be considered a “non affiliated third party,” and the Collateral Manager may disclose any of the aforementioned information to the Confidential Information disclosed. The provisions of this Agreement shall survive Administrative Agent insofar as such information relates to Loans under 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 5LSA.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed hereunderunder this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon one (1) business day’s advance written notice. The Company acknowledges that all of its officers are also employees of the Manager and as such may receive information in connection with their various positions. Notwithstanding the foregoing, the Manager shall keep confidential any and all non-public informationinformation , written oral or oral, about or concerning the Companywritten, obtained by it in connection with the services rendered hereunder (“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 unaffiliated third parties except (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunder, the Board of Directors; (ii) to legal counsel, accountants and other professional advisors retained in connection with Company business; (iii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i), (ii) and (iiiii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, ; (iv) 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; (vi) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (vivii) with the written consent of the Company. 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 to direct such Persons to Manager’s employees treat such Confidential Information the Company’s confidential information in 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, (ii) upon the request or demand of, or pursuant to any 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, 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 Informationsuch information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 (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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed6. The provisions of this Agreement Section 6 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 shall maintain appropriate books of accounts and records relating to services performed hereunderunder this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon reasonable advance notice. The Company acknowledges that all of its officers are also employees of the Manager 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, about or concerning the Company, their respective Affiliates) obtained by it in connection with the services rendered hereunder (“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: (i) with the prior written consent of the Board of Directors or with respect to its confidential and non-public information relating to the Advisor, a Sub-Advisor, the Consultant or their respective Affiliates, officers, directors, employees, agents, representatives or advisors who need to know with the prior written consent of such Confidential Information for the purpose of rendering services hereunder, party as appropriate; (ii) to the Advisor, any Sub-Advisor, the Consultant, legal counsel, accountants and other professional advisors retained in connection with Company business; (iii) 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; (i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiiv) in connection with any governmental or regulatory filings of the Company or any Subsidiary, or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, Company investors; (iv) to governmental officials having jurisdiction over the Company, (vvi) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or ; (vivii) with the written consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information ; or (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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 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 Informationsuch information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement Section 6 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 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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than three Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders of the Obligations) except (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement the Obligations or disclose Confidential Informationsupplying credit ratings or estimates on any obligation included in the Assets, (c) in whole connection with establishing trading or investment accounts or otherwise in partconnection with effecting Transactions on behalf of the Issuer, to any Person other than (d) as required by (i) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) 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 appraisersits professional advisors (including, financing sources without limitation, legal, tax and others accounting advisors) and consultants, (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the ordinary course provisions of the Company’s business Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) to nationally recognized statistical rating agencies in accordance with Rule 17g-5 under the Exchange Act, (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) and 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) collectivelythe nature, “Manager Permitted Disclosure Parties”)aggregate principal amount and overall performance of the Issuer’s Assets, (iii) in connection with any governmental or regulatory filings the amount of earnings on the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesAssets, (iv) to governmental officials having jurisdiction over such other information about the CompanyIssuer, the Assets and the Obligations as is customarily disclosed by managers of collateralized loan obligations and (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 (vi) with the consent of the Company. 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, 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 to direct such Persons to treat such Confidential Information in accordance with the terms hereof. 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, kind (iiincluding opinions and other tax analyses) upon the request or demand of, or pursuant that are provided to any law or regulation, any regulatory agency or authority, (iii) them relating 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) such United States federal income tax treatment 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 AgreementUnited States income tax structure. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 For purposes of this Section 5)6, (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 which, to the best Holders of the Manager’s knowledge, does Obligations shall not constitute a breach by such thirdbe considered “non-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 5affiliated third parties.”

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 account and records shall be accessible for inspection by 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 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 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 Subsidiary at any time during normal business hoursother 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, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Company, (ii) to appraisersas required by law, financing sources and others in regulation, court order or the ordinary course rules or regulations of the Company’s business ((i) and (ii) collectivelyany self regulating organization, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authorityCollateral 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 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 thirdnon-party which, to confidential basis; provided that the best of the Manager’s knowledge, Collateral Manager does not constitute a know or have reason to know, after due inquiry, of any breach by such third-party source of an obligation of confidence any confidentiality obligations with respect thereto. For purposes of this Section 9, the Administrative Agent shall in no event be considered a “non-affiliated third party,” and the Collateral Manager may disclose any of the aforementioned information to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, Administrative Agent insofar as such information about relates to the Company’s policies, procedures performance of its obligations under the Credit Agreement and investment portfolio (the 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 5Loan Documents.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts account, records and records files relating to services performed hereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager 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, about or concerning the Company, obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives representatives, advisors of the Manager or advisors its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunderhereunder or in furtherance of CIM’s management or capital markets businesses, (ii) 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 ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or (subject to potential investors in the Company’s securitiescompliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the CompanyCompany or the Manager, (v) as required requested by law or law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a partyparty 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 (vivii) otherwise with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereofInformation. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulationregulation 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours. The hours and upon reasonable prior notice; provided that the Collateral Manager shall keep confidential not be obligated to provide access to 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, about or concerning the Company, 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 (“Confidential Information”) and shall not use Confidential Information disclose any such information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Issuer (which consent shall not be unreasonably withheld), (ii) to appraisers, financing sources and others such information as the Rating Agencies shall reasonably request in the ordinary course connection with their rating or evaluation of the Company’s business ((i) Notes and/or the Collateral Manager, as applicable, and (ii) collectively, “Manager Permitted Disclosure Parties”)legally permitted to be disclosed by and to the Rating Agencies, (iii) in connection with as required by law, regulation, court order or the rules, regulations, or request of any governmental regulatory or regulatory filings of self-regulating organization, body or official (including any securities exchange on which the Company Notes may be listed from time to time) having jurisdiction over the Collateral Manager or disclosure as otherwise required by law or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesjudicial process, (iv) to governmental officials having jurisdiction over the Companysuch information as shall have been publicly disclosed other than in violation of this Agreement, (v) as required by law or legal process to which its members, officers, directors and employees, and to its attorneys, accountants and other professional advisers in conjunction with the Manager or any Person to whom disclosure is permitted hereunder is a partytransactions described herein, or (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Assets, (vii) in connection with the consent enforcement of the Company. The Manager agrees Collateral Manager’s rights hereunder or in any dispute or proceeding related hereto, (viii) to inform each of its Manager Permitted Disclosure Parties the Trustee, (ix) to the extent required pursuant to any Hedge Agreement of the non-public nature Issuer and (x) to Holders and potential purchasers of any of the Confidential Information and Securities. Subject to direct such Persons to treat such Confidential Information in accordance compliance with the terms hereof. Nothing requirements of any law, rule or regulation applicable to the Collateral Manager, nothing contained herein shall prevent the Collateral Manager from disclosing Confidential Information (i) upon discussing its activities hereunder in a general way in the order normal course of its business, including, without limitation, general discussions with other Persons regarding its ability to act as a collateral manager and its past performance in such capacity. In addition, subject to compliance with the requirements of any court law, rule or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) regulation applicable to the extent reasonably required Collateral Manager, with respect to information that the Collateral Manager obtains or develops regarding the Collateral Debt Securities or Eligible Investments (including, without limitation, information regarding ratings, yield, creditworthiness, financial condition and prospects of any issuer thereof) in connection with the 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, 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise in its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such informationjudgment, disadvantage the Issuer. 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 (not resulting from the Manager’s violation of this Section 5)U.S. federal, (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 which, to the best state and local tax treatment of the Manager’s knowledgeSecurities and the Issuers, does not constitute a breach by and all materials of any kind (including opinions or other tax analyses) relating to such third-party of an obligation of confidence with respect U.S. federal, state and local tax treatment and that may be relevant to the Confidential Information disclosed. The provisions of this 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 5understanding such tax treatment.

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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon 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 Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (a) with the prior written consent of the Issuer, (b) such information as S&P shall reasonably request in furtherance connection with its rating of its duties under this Agreement the Secured Notes or disclose Confidential Informationsupplying credit estimates on any obligation included in the Assets, (c) in whole connection with establishing trading or investment accounts or otherwise in partconnection with effecting Transactions on behalf of the Issuer, to any Person other than (d) as required by (i) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, of its Affiliates or (viiii) with the consent 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 Company. The Indenture or shall have been obtained by the Collateral Manager agrees to inform each of its Manager Permitted Disclosure Parties of the on a non-public nature of confidential basis, (g) such information as is necessary or appropriate to disclose so that the Confidential Information and to direct such Persons to treat such Confidential Information Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in accordance with the terms hereof. Nothing herein shall prevent Final Offering Circular, in the Manager from disclosing Confidential Information Indenture or in 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, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Collateral Manager may disclose only (a) that portion it is serving as collateral manager of the Issuer, (b) the nature, aggregate principal amount and overall performance of the Assets, (c) the amount of earnings on the Assets, (d) such other information that about the Issuer, the Assets and the Notes as is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, 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 following shall be deemed 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 be excluded from provisions hereof: any Confidential Information that (A) is available them relating to the public from a source other than the Manager (not resulting from the Manager’s violation such United States federal income tax treatment and United States income tax structure. For purposes of this Section 5)6, (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 which, to the best Holders and beneficial owners of the Manager’s knowledge, does Notes shall not constitute a breach by such thirdbe considered “non-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 5affiliated 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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than three Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information to non-Affiliated third parties except (a) with the prior written consent of the Issuer, (b) such information as any Applicable Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement the Secured Notes, (c) in connection with establishing trading or disclose Confidential Informationinvestment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, in whole or in part, to any Person other than (d) as required by (i) to its Affiliatesapplicable law, officersregulation, directorscourt order, employees, agents, representatives or advisors who need to know such Confidential Information for a request by a governmental regulatory agency with jurisdiction over the purpose of rendering services hereunderCollateral Manager, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency 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, the Collateral Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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) that it is available to serving as collateral manager of the public from a source other than the Manager (not resulting from the Manager’s violation of this Section 5)Issuer, (B) is released in writing 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 CompanyIssuer’s assets, or (C) is obtained by the Manager from a third-party which, to amount of earnings on the best of the ManagerIssuer’s knowledge, does not constitute a breach by assets and (D) such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, other information about the CompanyIssuer, the Issuer’s policiesassets and the Notes as is customarily disclosed by managers of collateralized loan obligations and (II) each party hereto (and each of their respective employees, procedures representatives or other agents) may disclose to any and investment portfolio all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other than investments in which the Company tax analyses) that are provided to them relating to such U.S. federal income tax treatment and Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for U.S. income tax structure. For purposes of the Manager’s obligations pursuant to this Section 56, the Holders shall not 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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than three Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement the Notes or disclose Confidential Informationsupplying credit estimates on any obligation included in the Assets, (c) in whole connection with establishing trading or investment accounts or otherwise in partconnection with effecting Transactions on behalf of the Issuer, to any Person other than (d) as required by (i) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court Affiliates or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (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 extent reasonably required 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, the Collateral Manager may disclose only (a) that portion it is serving as collateral manager of the Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information that about the Issuer, the Assets and the Notes as is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, 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 following shall be deemed 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 be excluded from provisions hereof: any Confidential Information that (A) is available them relating to the public from a source other than the Manager (not resulting from the Manager’s violation such United States federal income tax treatment and United States income tax structure. For purposes of this Section 5)6, (B) is released the Holders shall not be considered “non-affiliated third parties.” Nothing in writing by the Company 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 public or to persons who are not under similar obligation Department of confidentiality to Justice, the CompanySEC, the United States Congress, and any agency inspector general, or (C) is obtained by making other disclosures that are protected under the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The whistleblower provisions of this Agreement shall survive federal law or regulation. There is no prior authorization necessary hereunder to make any such reports or disclosures and there is no requirement hereunder to notify the expiration Collateral Manager that any such reports 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 disclosures 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 5been made.

Records; Confidentiality. The Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company, the Administrative Agent, and independent accountants appointed by the Company or any Subsidiary at any a mutually agreed time during normal business hourshours and upon not less than three (3) Business Days’ prior notice. Subject to the 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 transactions 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, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Company, (ii) to appraisersas required by law, financing sources and others in regulation, court order or the ordinary course rules or regulations of the Company’s business ((i) and (ii) collectivelyany self regulating organization, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authorityCollateral 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 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 thirdnon-party which, to confidential basis; provided that the best of the Manager’s knowledge, Collateral Manager does not constitute a know or have reason to know, after due inquiry, of any breach by such third-party source of an obligation of confidence any confidentiality obligations with respect thereto. For purposes of this Section 10, the Administrative Agent shall in no event be considered a “non-affiliated third party,” and the Collateral Manager may disclose any of the aforementioned information to the Confidential Information disclosed. The provisions of this Agreement shall survive Administrative Agent insofar as such information relates to Loans under 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 5LSA.

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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours 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 25, 2013 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 efforts 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 Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement or disclose Confidential Information, in whole the Secured Notes or in partsupplying credit estimates on any Collateral Obligation included in the Assets, to any Person other than (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) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, of its Affiliates or (viiii) with the consent 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 Company. The Indenture or shall have been obtained by the Collateral Manager agrees to inform each of its Manager Permitted Disclosure Parties of the on a non-public nature of confidential basis, (g) as expressly permitted in the Confidential Information and Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to direct such Persons to treat such Confidential Information in accordance with disclose so that the terms hereof. Nothing herein shall prevent Collateral Manager may perform its duties hereunder, under the Manager from disclosing Confidential Information 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, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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 Collateral Manager (and with the provisions respect to clause (e) 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrarysentence, each of its respective employees, representatives or other agents) may disclose (a) that it is serving as collateral manager 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)Issuer, (Bb) is released in writing by the Company to the public or to persons who are not under similar obligation of confidentiality to the Companynature, or (C) is obtained by the Manager from a third-party which, to the best aggregate principal amount and overall performance of the ManagerIssuer’s knowledgeassets, does not constitute a breach by (c) the amount of earnings on the Assets, (d) such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, other information about the Company’s policiesIssuer, procedures the Assets and investment portfolio the Notes as is customarily disclosed by managers of collateralized loan obligations and (other than investments in which e) to any and all Persons, without limitation of any kind, the Company United States federal income tax treatment and Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for purposes United States federal income tax structure of the Manager’s obligations pursuant 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 this Section 5them relating to such United States federal income tax treatment and United States income tax structure.

Records; Confidentiality. The Asset Manager shall maintain appropriate books of accounts and records relating to services performed hereunderthe Services, and such books of account and records shall be accessible for inspection by representatives of the Company Administrative Agent, the General Partners, the Property LP or any Subsidiary at any time during normal business hourshours upon reasonable advance notice. The Asset Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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, Agreement) to any Person other than unaffiliated third parties except (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunder, the General Partners; (ii) to legal counsel, accountants and other professional advisors engaged to provide services to the Administrative Agent, the Asset Manager, the Property LP or the Subsidiaries in connection the business of the Property LP and its Subsidiaries; (iii) 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; (i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiiv) in connection with any governmental or regulatory filings of the Company General Partners, the Property LP or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, any Subsidiary; (iv) to governmental officials having jurisdiction over the Company, (vvi) as required by law or legal process to which the Asset Manager or any Person to whom disclosure is permitted hereunder is a party, or ; (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iiivii) to the extent reasonably required such information is otherwise publicly available or (viii) to tenants or prospective tenants in accordance with any leases and/or in connection with the exercise leasing of any remedy hereunder, the Property; provided such tenants or (iv) prospective tenants agree to its legal counsel or independent auditors; provided, however that with respect keep such information confidential. The foregoing shall not apply to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, information which 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 Person other than the Asset Manager (not resulting from the Asset Manager’s 's violation of this Section 5), (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 which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed4. The provisions of this Agreement Section 4 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 Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours. The hours and upon reasonable prior notice; provided that the Collateral Manager shall keep confidential not be obligated to provide access to 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, about or concerning the Company, 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 (“Confidential Information”) and shall not use Confidential Information disclose any such information except in furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (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 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 as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its Affiliatesmembers, officers, directors, and employees, agentsand to its attorneys, representatives accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or advisors who need to know such Confidential Information desirable in order for the purpose Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of rendering services hereunderthe Assets, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiivii) 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 the Company’s stockholders or to potential investors in the Company’s securitiesTrustee, (ivix) to governmental officials having jurisdiction over the Company, extent required pursuant to any Hedge Agreement of the Issuer and (vx) as required by law or legal process to which Holders and potential purchasers of any of the Manager or any Person Securities. Subject to whom disclosure is permitted hereunder is a party, or (vi) compliance with the consent requirements of any law, rule or regulation applicable to the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing Collateral Manager, nothing contained herein shall prevent the Collateral Manager from disclosing Confidential Information (i) upon discussing its activities hereunder in a general way in the order normal course of its business, including, without limitation, general discussions with other Persons regarding its ability to act as a collateral manager and its past performance in such capacity. In addition, subject to compliance with the requirements of any court law, rule or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) regulation applicable to the extent reasonably required Collateral Manager, with respect to information that the Collateral Manager obtains or develops regarding the Collateral Debt Securities or Eligible Investments (including, without limitation, information regarding ratings, yield, creditworthiness, financial condition and prospects of any issuer thereof) in connection with the 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, 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise in its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such informationjudgment, disadvantage the Issuer. 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 (not resulting from the Manager’s violation of this Section 5)U.S. federal, (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 which, to the best state and local tax treatment of the Manager’s knowledgeSecurities and the Issuers, does not constitute a breach by and all materials of any kind (including opinions or other tax analyses) relating to such third-party of an obligation of confidence with respect U.S. federal, state and local tax treatment and that may be relevant to the Confidential Information disclosed. The provisions of this 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 5understanding such tax treatment.

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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than three (3) Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (a) with the prior written consent of the Issuer, (b) such information as any Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement the Notes or disclose Confidential Informationsupplying credit ratings or estimates on any obligation included in the Assets, (c) in whole connection with establishing trading or investment accounts or otherwise in partconnection with effecting Transactions on behalf of the Issuer, to any Person other than (d) as required by (i) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunderaffiliates, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court affiliates or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (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, 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 to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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.serving as collateral

Records; Confidentiality. (a) The Portfolio Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Collateral Trustee and the independent accountants appointed by the Issuer pursuant to the Indenture at any mutually agreed reasonable time during normal business hourshours and upon not less than five (5) Business Days’ prior notice. The Portfolio Manager shall keep confidential any and all non-public informationinformation that is either (i) of a type that would ordinarily be considered proprietary or confidential or (ii) designated as confidential (collectively, written or oral, about or concerning the Company, “Confidential Information”) and obtained by it in connection with the services rendered hereunder (“Confidential Information”) hereunder, and shall not use disclose any such Confidential Information to non-affiliated third parties (which shall in no event be deemed to include holders 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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Issuer, (ii) to appraisers, financing sources and others such information as any Rating Agency shall reasonably request in the ordinary course connection with its rating of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)any Class of Notes, (iii) in connection with as required by law, regulation, court order or the rules or regulations of any governmental stock exchange or regulatory filings of self-regulating organization, body or official having jurisdiction over the Company Issuer or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesPortfolio Manager, (iv) to governmental officials having jurisdiction over the Companyits professional advisers, (v) such information as required by law shall have been publicly available or legal process to which disclosed other than in violation of this Agreement or the Manager or any Person to whom disclosure is permitted hereunder is a partyIndenture, or (vi) such information that was or is obtained by the Portfolio Manager on a non-confidential basis, (vii) such information that 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 be bound by this Agreement or another confidentiality agreement with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, Issuer 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein related to the contrary, each investment performance 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 Portfolio 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 5its Advisor.

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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon one Business Day prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement or disclose Confidential Information, in whole the Class A Notes or in partsupplying credit estimates on any Collateral Obligation included in the Assets, to any Person other than (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) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, of its Affiliates or (viiii) with the consent 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 accounting advisors) who agree to keep such information confidential, (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Company. The Indenture or shall have been obtained by the Collateral Manager agrees to inform each of its Manager Permitted Disclosure Parties of the on a non-public nature of confidential basis, (g) as expressly permitted in the Confidential Information and Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to direct such Persons to treat such Confidential Information in accordance with disclose so that the terms hereof. Nothing herein shall prevent Collateral Manager may perform its duties hereunder, under the Manager from disclosing Confidential Information 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, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Collateral Manager may disclose only (a) that portion it is serving as collateral manager of such information that is legally required without liability hereunder; providedthe Issuer, that (b) the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to nature, aggregate principal amount and overall performance of the contraryIssuer’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 limitation of any kind, the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to United States federal income tax treatment and United States federal income tax structure of 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 transactions contemplated by the Company to the public or to persons who are not under similar obligation of confidentiality to the CompanyIndenture, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive and the expiration or earlier termination related documents and all materials of this Agreement for a period of one year. For the avoidance of doubt, information about the Company’s policies, procedures any kind (including opinions and investment portfolio (other than investments in which the Company tax analyses) that are provided to them relating to such United States federal income tax treatment 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 5United States income tax structure.

Records; Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed hereunderunder this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hourshours upon one (1) business day’s advance written notice. The Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 nonaffiliated third parties except (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Board of Directors, (ii) to legal counsel, accountants and other professional advisors; (iii) 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; (i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiiv) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders Company investors; or to potential investors in the Company’s securities, (iv) to governmental officials having jurisdiction over the Company, (vvi) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any 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, 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 to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a without breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement Section 6 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 shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours. 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 (“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 (i) to its Affiliates, officers, directors, employees, agentsagents or representatives (collectively, representatives or advisors “Representatives”) who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental hereunder or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials having jurisdiction over the Company, (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties Representatives of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any 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, 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 to exercise its 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 who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a without breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Initial Class A Noteholder and the independent accountants appointed by the Issuer pursuant to the Indenture at any mutually agreed reasonable time during normal business hourshours and upon not less than five Business Days prior notice. The Collateral 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, about confidential or concerning the Company, (ii) designated as confidential (collectively “Confidential Information”) and obtained by it in connection with the services rendered hereunder (“Confidential Information”) hereunder, and shall not use disclose any such Confidential Information to non-affiliated third parties (which shall in no event be deemed to include holders 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 (i) to its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for with the purpose prior written consent of rendering services hereunderthe Issuer, (ii) to appraisers, financing sources and others such information as a rating agency shall reasonably request in the ordinary course connection with its rating of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)Notes, (iii) in connection with as required by law, regulation, court order, regulator or the rules or regulations of any governmental stock exchange or regulatory filings of self-regulating organization, body or official having jurisdiction over the Company Issuer or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesCollateral Manager, (iv) to governmental officials having jurisdiction over the Companyits professional advisers, (v) such information as required by law shall have been publicly available or legal process to which disclosed other than in violation of this Agreement or the Manager or any Person to whom disclosure is permitted hereunder is a partyIndenture, or (vi) such information that was or is obtained by the Collateral Manager on a non-confidential basis, (vii) such information that was or is obtained by the Collateral Manager from a non-affiliated third party, provided that such non-affiliated third party is not known by the Collateral Manager to be bound by this Agreement or another confidentiality agreement with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, Issuer 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein related to the contrary, each investment performance 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 Collateral Manager’s violation of this Section 5), (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 which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this 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 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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than five (5) Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“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 (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement the Secured Debt or disclose Confidential Informationsupplying credit ratings or estimates on any obligation included in the Assets, (c) in whole connection with establishing trading or investment accounts or otherwise in partconnection with effecting Transactions on behalf of the Issuer, to any Person other than (d) as required by (i) to 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, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (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 appraisersits professional advisors (including, financing sources without limitation, legal, tax and others accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement, the ordinary course Collateral Administration Agreement, the Master Loan Sale Agreement, the Credit Agreement or the provisions of the Company’s business Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (vii) 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 (viii) general performance information which may be used by the Collateral Manager or its Affiliates in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (i) and that it is serving as collateral manager of the Issuer, (ii) collectivelythe nature, “Manager Permitted Disclosure Parties”)aggregate principal amount and overall performance of the Issuer’s Assets, (iii) in connection with any governmental or regulatory filings the amount of earnings on the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securitiesAssets, (iv) to governmental officials having jurisdiction over such other information about the CompanyIssuer, the Assets, the Secured Debt and the Preferred Shares as is customarily disclosed by managers of collateralized loan obligations and (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 (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties 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 non-public nature of transactions contemplated by the Confidential Information Indenture, this Agreement and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. 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, kind (iiincluding opinions and other tax analyses) upon the request or demand of, or pursuant that are provided to any law or regulation, any regulatory agency or authority, (iii) 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, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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 For purposes of this Section 5)6, (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 which, to the best Holders of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to Secured Debt and the Confidential Information disclosed. The provisions of this 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 holders of the Manager’s obligations pursuant to this Section 5Preferred Shares shall not 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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than three Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information to non-Affiliated third parties except (a) with the prior written consent of the Issuer, (b) such information as any Applicable Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement the Secured Notes, (c) in connection with establishing trading or disclose Confidential Informationinvestment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, in whole or in part, to any Person other than (d) as required by (i) to its Affiliatesapplicable law, officersregulation, directorscourt order, employees, agents, representatives or advisors who need to know such Confidential Information for a request by a governmental regulatory agency with jurisdiction over the purpose of rendering services hereunderCollateral Manager, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency 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, the Collateral Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its 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) that it is available to serving as collateral manager of the public from a source other than the Manager (not resulting from the Manager’s violation of this Section 5)Issuer, (B) is released in writing 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 CompanyIssuer’s assets, or (C) is obtained by the Manager from a third-party which, to amount of earnings on the best of the ManagerIssuer’s knowledge, does not constitute a breach by assets and (D) such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, other information about the CompanyIssuer, the Issuer’s policiesassets and the Notes as is customarily disclosed by managers of collateralized loan obligations and (II) each party hereto (and each of their respective employees, procedures representatives or other agents) may disclose to any and investment portfolio all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other than investments in which the Company tax analyses) that are provided to them relating to such U.S. federal income tax treatment and Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for U.S. income tax structure. For purposes of the Manager’s obligations pursuant to this Section 56, the Holders shall not be considered “non-Affiliated third parties.” Section 7.

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 account and records shall be accessible for inspection by representatives of the Company or any Subsidiary 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 during normal business hourshours and upon not less than three Business Days’ prior notice. The Collateral Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, information obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not use Confidential Information disclose any such information to non-affiliated third parties except (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in furtherance connection with its rating of its duties under this Agreement or disclose Confidential Information, in whole the Secured Notes or in partsupplying credit estimates on any Collateral Obligation included in the Assets, to any Person other than (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) to applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates, officers, directors, employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisersthe rules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental body or regulatory filings of the Company or disclosure or presentations to the Company’s stockholders or to potential investors in the Company’s securities, (iv) to governmental officials official having jurisdiction over the Company, (v) as required by law or legal process to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party, of its Affiliates or (viiii) with the consent 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 accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Company. The Indenture or shall have been obtained by the Collateral Manager agrees to inform each of its Manager Permitted Disclosure Parties of the on a non-public nature of confidential basis, (g) as expressly permitted in the Confidential Information and Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to direct such Persons to treat such Confidential Information in accordance with disclose so that the terms hereof. Nothing herein shall prevent Collateral Manager may perform its duties hereunder, under the Manager from disclosing Confidential Information 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, (ii) upon the request or demand of, or pursuant to any law or regulation, any 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, the Collateral Manager may disclose only (a) that portion of such information that it is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each serving as collateral manager 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)Issuer, (Bb) is released in writing by the Company to the public or to persons who are not under similar obligation of confidentiality to the Companynature, or (C) is obtained by the Manager from a third-party which, to the best aggregate principal amount and overall performance of the ManagerIssuer’s knowledgeassets, does not constitute a breach by (c) the amount of earnings on the Assets, (d) such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, other information about the Company’s policiesIssuer, procedures the Assets and investment portfolio the Notes as is customarily disclosed by managers of collateralized loan obligations and (e) each of its respective employees, representatives or other than investments in which agents may disclose to any and all Persons, without limitation of any kind, the Company United States federal income tax treatment and Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for purposes United States federal income tax structure of the Manager’s obligations pursuant 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 this Section 5them relating to such United States federal income tax treatment and United States income tax structure.