INVESTOR OR ANY AFFILIATE THEREOF IN ANY OFFERING
OR OTHER MATERIALS DISSEMINATED TO ANY PROSPECTIVE INVESTOR IN FUND I.
9.
Services of Investor.
Except as
expressly set forth herein or in the Consulting Agreement, none of Investor or
any Affiliate thereof shall be obligated to provide any support services to DCM,
Fund I, DLC GP, any portfolio company of Fund I or any Affiliate of any of the
foregoing.
10.
INFORMATION AND RECORDS.
(A)
EACH OF DCM, FUND I AND DLC GP SHALL
PRESERVE, DURING SUCH ENTITY'S EXISTENCE AND FOR SIX (6) YEARS THEREAFTER,
ADEQUATE FINANCIAL AND ACCOUNTING RECORDS PERTAINING TO THE OPERATING AGREEMENT
OF THE APPLICABLE ENTITY TO VERIFY THE AMOUNTS, RECIPIENTS, AND USES OF ALL
MATERIAL DISBURSEMENTS MADE IN CONNECTION WITH EACH SUCH ENTITY AND THE
ACTIVITIES THEREOF (BUT WITH RESPECT TO DCM SOLELY AS IT RELATES TO FUND I).
WITH RESPECT TO EACH SUCH ENTITY (BUT WITH RESPECT TO DCM SOLELY AS IT RELATES
TO FUND I), DURING SUCH PERIOD, INVESTOR (SO LONG AS INVESTOR OR ANY AFFILIATE
THEREOF IS A BENEFICIAL INTEREST HOLDER IN SUCH ENTITY), UPON REASONABLE NOTICE
TO THE APPLICABLE ENTITY AND DURING NORMAL BUSINESS HOURS, SHALL HAVE THE RIGHT
TO AUDIT SUCH FINANCIAL AND ACCOUNTING RECORDS TO THE FULLEST EXTENT AUTHORIZED
AND PERMITTED BY APPLICABLE LAW.
(b)
Subject to the same confidentiality
obligations of DCM, Investor shall (i) be provided access to the custodian and
administrator of Fund I that is equivalent to the access that is provided to
DCM, provided, that Investor shall not be able to direct such custodians and
administrators to take any action and (ii) receive all reports and
correspondence set forth on Exhibit B from such service providers in connection
with Fund I.
11.
NON-COMPETITION.
(a)
Non-Competition.
Without Investor's
consent, none of DFR, DCM, any DFR Affiliate or any DFR Related Entity shall,
during the period commencing on the Initial Closing Date and ending on
the termination of Fund I's marketing period (as may be extended pursuant to the
provisions of the Fund
9
I LPA), manage any (1) Covered Managed Account that is not existing as of the
date hereof or (2) any successor to any Covered Managed Account that is existing
as of the date hereof or sponsor any subsequent Covered Loan Fund with a target
size of less than $400 million of third party capital contributions.
(b)
Each of the persons listed on Exhibit D (and
any replacement to the foregoing that is approved by Investor) (the "Key
Investment Professionals") shall enter into restrictive covenants agreements
with DCM, the forms of which shall be attached hereto or otherwise satisfactory
to Investor, that contain devotion of time, non-competition, non-solicitation,
non-disparagement and cooperation provisions (the "Restrictive Covenant
Agreements").
12.
Confidentiality.
(A)
EXCEPT AS SET FORTH IN SECTION 12(C),
WITHOUT THE CONSENT OF THE OTHER PARTY, EACH OF INVESTOR AND DFR SHALL KEEP
CONFIDENTIAL AND SHALL NOT DISCLOSE THE SPECIFIC TERMS, CONDITIONS AND
PROVISIONS OF THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY OTHER
AGREEMENT REFERENCED HEREIN