Ares

The agreement expressly permits any affiliate of the General Partner to be employed or retained by the Partnership and to deal with the Partnership in any capacity, at compensation and prices the General Partner determines to be fair and reasonable — with no independent approval requirement. The General Partner may also engage in competing activities without offering opportunities to the Partnership.

“Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the Partnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner determines to be fair and reasonable.”

The General Partner and its affiliates are expressly permitted to engage in business activities substantially similar or identical to those of the Partnership, without obligation to offer any such opportunities to the Partnership or Limited Partners.

“the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interests or activities.”