not select brokers or dealers on the basis of brokerage or research services (i.e., "soft dollar items") provided by such brokers. Section 28(e) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), establishes a safe harbor (the "Section 28(e) safe harbor" or "safe harbor") allowing investment managers

or under a Collateral Obligation or to indemnify an agent or representative for lenders pursuant to the Underlying Instrument. "Exchange Act" means the United States Securities Exchange Act of 1934, as amended. "Expenses Amount " means, with respect to any Facility, the transaction expenses payable to the Transaction Parties. "Expense