Common use of Binding Effect; Assignability; Multiple Lenders Clause in Contracts

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded)Default, consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee Person that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group Bank or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee grantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall can restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit TrusteeAffiliate.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender AgentsBackup Servicer, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Lender’s Bank and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of by the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of and its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent successors and assigns. None of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from the Backup Servicer may assign any of its rights and obligations hereunder, hereunder or substitute any such pledgee interest herein without the prior written consent of the Lender. The parties to each assignment or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks made pursuant to become a Lender hereunder) this Section 9.04 shall execute and deliver to the ServicerLender, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such an assignment and acceptance agreement (an “Assignment and Acceptance”) or a participation agreement or document other transfer instrument reasonably satisfactory in form and substance to the Lender and the Borrower. Each such assignment or participation shall be effective as may be of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording thereof as described in the preceding sentence. The Lender shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 9.04. The Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower and the Pledged Assets furnished to the Lender by or on behalf of the Borrower or the Servicer; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to such parties and the applicable Lender Agent. None of Lender, the Borrower, the Transferor Servicer and such assignee or the Servicer may assign, participant or permit proposed assignee or participant) any Lien to exist upon, any of its rights information obtained which is not already publicly known or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteeavailable.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian Agent and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld)syndicate, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson other than the Borrower or an Affiliate thereof; provided that prior to an (x) so long as no Event of Default (has occurred, unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bankotherwise consent, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or only assign, syndicate, grant a security interest or Lien in all or any portion of sell a participation in, its rights under this Agreement and obligations hereunder to secure an Affiliate and (y) after an Event of Default has occurred, a Lender may assign its rights and obligations hereunder to any obligations of such Conduit Lender, Person without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretorestriction. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter assignment and acceptance substantially in the form of Exhibit N M hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording record in its books and records, such agreement or document as may be satisfactory to such parties and parties. To the applicable Lender Agent. None fullest extent effective under Applicable Law (including Section 9-408 of the UCC), none of the Borrower, the Transferor Transferor, the Parent or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the ServicerAgent, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian Backup Servicer and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of by the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lenderand its successors and assigns; provided, furtherhowever, that, a Conduit Lender may at prior to the occurrence of an Early Amortization Event, any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or assignment shall occur only upon the prior written consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien which consent shall not release be unreasonably withheld; and provided, further, that any such Conduit Lender from participation shall occur only upon prior written notice to the Borrower. None of the Borrower or the Backup Servicer may assign any of its rights and obligations hereunder, hereunder or substitute any such pledgee interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks made pursuant to become a Lender hereunder) this Section 9.04 shall execute and deliver to the ServicerAgent, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such an assignment and acceptance agreement (an “Assignment and Acceptance”) or a participation agreement or document as may be other transfer instrument reasonably satisfactory in form and substance to such parties the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording thereof as described in the preceding sentence. The Agent shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 9.04. The Lender Agent. None may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower and the Pledged Assets furnished to the Lender by or on behalf of the Borrower; provided, however, that the Transferor Lender shall obtain an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter such assignee or Joinder Supplement shall restrict participant or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank proposed assignee or an Affiliate participant) any information obtained which is not already publicly known or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteeavailable.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account BankCollateral Administrator, the Securities Intermediary, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Borrower and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such LenderXxxxxx’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that that, (x) a Lender may assign its rights and obligations hereunder to an Affiliate without the prior to consent of the Borrower or the Administrative Agent, (y) after an Event of Default has occurred and is continuing (unless waived or rescindedthat has not been waived), a Lender may assign its rights and obligations hereunder to any Person without the prior consent of the Borrower and (z) such consent not to be unreasonably withheld) shall be required for (x) assignee must represent and warrant that it is a Liquidity Bank to assign to any Eligible Assignee that is Qualified Lender and not a Liquidity Banknatural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; providednatural person, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) and shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N M hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing , other than any assignment effected in this Agreement, connection with a transaction that meets the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteerequirements of Section 5.04(a).

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowereach Loan Party, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s 's rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Default or Event of Default (unless waived or rescinded)has occurred, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is a Disqualified Institution, or is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or Lender (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (whichbut, for the avoidance of doubt, no such consent of the Borrower shall not include the purchaser be required for any grant of a security interest or sale of a participation interest to any Person, an assignment to a Lender or the grantee an Affiliate of a security interestLender, but which shall include any an assignment to a Person that is not a Disqualified Institution or an assignment that is required by Applicable Law). Any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a “Transferee Letter”) "Assignment and a fully-executed Joinder SupplementAcceptance"). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrowerany Loan Party, the Transferor Originator or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Advances or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this AgreementAgreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender Administrative Agent (in its Lender Group or to grant capacity as Administrative Agent) shall have no responsibility for maintaining a security interest in its interests hereunder to a Conduit Trustee.Participant Register. 167

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender AgentsCollateral Agent, the Collateral AgentAdministrator, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Borrower and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such LenderXxxxxx’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that that, (x) a Lender may assign its rights and obligations hereunder to an Affiliate or an Approved Fund without the prior to consent of the Borrower or the Administrative Agent, (y) after an Event of Default has occurred (unless waived or rescindedthat has not been waived), a Lender may assign its rights and obligations hereunder to any Person without the prior consent of the Borrower and (z) such consent not to be unreasonably withheld) shall be required for (x) assignee must represent and warrant that it is a Liquidity Bank to assign to any Eligible Assignee that is Qualified Lender and not a Liquidity Banknatural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; providednatural person, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) and shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N M hereto (a “Transferee Letter”) and a fully-executed Joinder Xxxxxxx Supplement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing , other than any assignment effected in this Agreement, connection with a transaction that meets the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteerequirements of Section 5.04(a).

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Subject to the prior consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson other than the Borrower or an Affiliate thereof; provided that prior that, (w) subject to the following clauses (x), (y) and (z), unless the Borrower shall otherwise consent, a Lender may only assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate or a Permitted Assignee who is not a Prohibited Transferee, (x) after an Event of Default has occurred, a Lender may assign its rights and obligations hereunder to any Person without the consent of the Borrower, but with the consent of the Administrative Agent, (unless waived or rescinded), y) a Lender may assign its rights and obligations hereunder to any Person without the consent of the Borrower if such Lender makes a good faith determination based on advice of counsel that such assignment is required by Applicable Law and gives prior written notice of such assignment to the Borrower identifying the reasons necessitating such assignment and (such consent not to be unreasonably withheldz) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender shall not need prior consent to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge assign, or grant a security interest or Lien in all sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or any portion commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit related Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoAgent. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent, which consent may be withheld by any Lender Agent or the Administrative Agent in the exercise of its sole and absolute discretion. Nothing in this AgreementNotwithstanding anything to the contrary herein, if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.22(b), the Transferee Letter or Joinder Supplement Administrative Agent shall restrict or delay a Conduit Lender’s ability have the right to cause such Person to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security entire interest in its interests hereunder the Advances under this Agreement to a Conduit Trusteetransferee (other than a Prohibited Transferee) selected by the Administrative Agent, in an assignment that satisfies the conditions set forth in this Section 11.04.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Facility Servicer, the Portfolio Asset Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to unless an Event of Default pursuant to Section 6.01(a) or (unless waived or rescinded)d) has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; providedprovided that at all times, furtherMassachusetts Mutual Life Insurance Company and its Affiliates shall hold more than 50% of, that(x) during the Availability Period, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borroweraggregate Commitment and (y) after the Availability Period, Advances Outstanding unless agreed to in writing by the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of Borrower in its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretosole discretion. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Borrower, the Facility Servicer, the Borrower Portfolio Asset Servicer, and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) Assignment and a fully-executed Joinder SupplementAssumption Agreement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Administrative Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Administrative Agent. None of Neither the Borrower, Facility Servicer nor the Transferor or the Portfolio Asset Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each the Majority Lenders unless otherwise contemplated hereby. Borrower may not assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of the Lenders unless otherwise contemplated hereby. Each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay may sell a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest participation in its interests hereunder as provided in Section 11.04(d). No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to a Conduit TrusteeSection 2.03.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s Xxxxxx's rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance or the I/O Loan (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Event of Default (unless waived or rescinded)has occurred, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or Lender (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (whichbut, for the avoidance of doubt, no such consent of the Borrower shall not include the purchaser be required for (w) any grant of a security interest or sale of a participation interest to any Person, (x) an assignment of the I/O Loan (or the grantee portion thereof) to any Person that is not a Disqualified Institution, (y) an assignment to a Lender or an Affiliate of a security interest, but which shall include Lender or (z) an assignment that is required by Applicable Law (provided that notice of any such grantee of a security interest at assignment shall be provided to the time of completion, but not before, of any foreclosure on Borrower)). Any such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a “Transferee Letter”) an "Assignment and a fully-executed Joinder SupplementAcceptance"). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Calculation Agent, the Portfolio Asset Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s 's rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) ), to any Eligible Assignee; provided that prior to unless an Unmatured Event of Default (unless waived or rescinded)Event of Default has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, thatthat in no circumstance (unless an Unmatured Event of Default or Event of Default has occurred and is continuing) may any Lender assign, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under (i) this Agreement and such Lender's rights and obligations hereunder and interest herein in whole or in part or (ii) any Advance (or portion thereof), to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoCompetitor. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the ServicerCalculation Agent, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) Assignment and a fully-executed Joinder SupplementAssumption Agreement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Administrative Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Administrative Agent (including any administrative detail form and any tax forms reasonably required by the Administrative Agent). None of Neither the Borrower, Borrower nor the Transferor or the Applicable Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each the Majority Lenders unless otherwise contemplated hereby. Each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay may sell a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest participation in its interests hereunder as provided in Section 11.04(d). No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to a Conduit TrusteeSection 2.03.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian Agent and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld)syndicate, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson other than the Borrower or an Affiliate thereof; provided that prior to an that, (x) so long as no Event of Default (has occurred, unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bankotherwise consent, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or only assign, syndicate, grant a security interest or Lien in all or any portion of sell a participation in, its rights under this Agreement and obligations hereunder to secure an Affiliate and (y) after an Event of Default has occurred, a Lender may assign its rights and obligations hereunder to any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of who is not a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoFifth Street Competitor. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter assignment and acceptance substantially in the form of Exhibit N M hereto (a “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording record in its books and records, such agreement or document as may be satisfactory to such parties and parties. To the applicable Lender Agent. None fullest extent effective under Applicable Law (including Section 9-408 of the UCC), none of the Borrower, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Prior to the occurrence of an Event of Default, unless the Borrower shall otherwise consent (which consent shall not be unreasonably withheld or delayed), a Lender and their its respective successors and permitted assigns may only assign, grant a security interest (except as set forth below) or sell a participation in, its rights and obligations hereunder to an Affiliate who is not a Prohibited Transferee or to another Lender. After an Event of Default has occurred, a Lender may assign (with the its rights and obligations hereunder to any Person. Any Conduit Lender shall not need prior consent of the Administrative Agent, such consent not to be unreasonably withheld)at any time assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity BankLender, a Conduit Lender in such Liquidity Bank’s Lender Group Agent or an Affiliate of thereof or any commercial paper conduit sponsored by a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not a Lender, Lender Agent or an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretothereof. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N O hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor Seller or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent, which consent may be withheld by any Lender Agent or the Administrative Agent in the exercise of its sole and absolute discretion. Nothing Notwithstanding any provision in this AgreementAgreement to the contrary, no Lender may assign its rights or obligations hereunder to the Borrower, the Transferee Letter Servicer or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteeaffiliate thereof.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Prior to the occurrence of an Event of Default, unless the Borrower shall otherwise consent, a Lender and their its respective successors and permitted assigns may only assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate who is not a Prohibited Transferee. After an Event of Default has occurred, a Lender may assign (with the its rights and obligations hereunder to any Person. Any Conduit Lender shall not need prior consent of the Administrative Agent, such consent not to be unreasonably withheld)at any time assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity BankLender, a Conduit Lender in such Liquidity Bank’s Lender Group Agent or an Affiliate of thereof or any commercial paper conduit sponsored by a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not a Lender, Lender Agent or an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretothereof. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N O hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor Seller or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing , which consent may be withheld by any Lender Agent or the Administrative Agent in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign exercise of its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteesole and absolute discretion.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such LenderXxxxxx’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to unless an Event of Default (unless waived or rescinded)has occurred, the consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, assignee that is not, not already a Lender immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any to such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignment shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N I hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The Any Assuming Xxxxxx shall execute and deliver to the Borrower and the Administrative Agent a fully-executed Xxxxxxx Supplement. Any Assuming Lender and the parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor or the Servicer The Borrower may not assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Calculation Agent, the Portfolio Asset Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to unless an Event of Default (unless waived or rescinded)has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien that in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder no circumstance (whichincluding, for the avoidance of doubt, shall not include after the purchaser occurrence and during the continuation of a participation interest an Event of Default) may any Lender assign, or the grantee of a security interest, but which shall include any such grantee of grant a security interest at the time of completionin (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part or (ii) any Advance (or portion thereof), but not before, of any foreclosure on to a Competitor. Any such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the ServicerCalculation Agent, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) Assignment and a fully-executed Joinder SupplementAssumption Agreement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Administrative Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Administrative Agent. None of Neither the Borrower, Borrower nor the Transferor or the Applicable Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document NAI-15121569431515895953v1213 -111- without the prior written consent of each the Majority Lenders unless otherwise contemplated hereby. Each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay may sell a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest participation in its interests hereunder as provided in Section 11.04(d). No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to a Conduit TrusteeSection 2.03.

Binding Effect; Assignability; Multiple Lenders. (ai) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each the Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian Backup Servicer and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such the Lender’s 's rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of by the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of and its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent successors and assigns. None of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from the Backup Servicer may assign any of its rights and obligations hereunder, hereunder or substitute any such pledgee interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks made pursuant to become a Lender hereunder) this Section 9.04 shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such an assignment and acceptance agreement (an "Assignment and Acceptance") or a participation agreement or document as may be other transfer instrument reasonably satisfactory in form and substance to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative AgentBorrower. Nothing Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrower of any assignment or participation thereof made pursuant to this AgreementSection 9.04. The Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the Transferee Letter assignee or Joinder Supplement participant or proposed assignee or participant any information relating to the Borrower and the Pledged Assets furnished to the Lender by or on behalf of the Borrower or the Servicer. Whenever the term "Lender" is used herein, it shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to mean Autobahn and/or any other Conduit Person which shall have executed an Assignment and Acceptance; provided, however, that each such party shall have a pro rata share of the rights and obligations of the Lender hereunder in its such percentage amount (the "Commitment Percentage") as shall be obtained by dividing such party's commitment to fund Loans hereunder by the total commitment of all parties to fund Loans hereunder. Any right at any time of the Lender Group to enforce any remedy, or instruct the Agent to grant take (or refrain from taking) any action hereunder, shall be exercised by the Agent only upon direction by such parties that hold a security interest in its interests hereunder to a Conduit Trusteemajority of the Commitment Percentages at such time.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such LenderLxxxxx’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance or the I/O Notional Loan (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Event of Default (unless waived or rescinded)has occurred, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank Lender (but, for the avoidance of doubt, no such consent of the Borrower shall be required for any grant of a security interest or (y) an Institutional Lender to assign sale of a participation interest to any Eligible Assignee that is not Person, an assignment to a Lender or an Affiliate of such Lendera Lender or an assignment that is required by Applicable Law); provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge the Facility Maturity Date has not been declared or grant has not automatically occurred, the Borrower has provided its written consent to any assignment to a Disqualified Institution; provided, further, that the applicable Lender shall provide to the Borrower not less than two Business Days’ prior written notice of any proposed assignment (except in the case of an assignment to a Lender or an Affiliate of a security interest or Lien shall not release such Conduit Lender from any Lender) and the identity of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretothe proposed assignee. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (an “Assignment and Acceptance”). Each assignee shall confirm in such Assignment and Acceptance that it is a “Transferee Letter”) and qualified purchaser” under the 1940 Act. No such assignee shall be entitled to receive any greater payment under Section 2.10 hereof than such assignor would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a fully-executed Joinder Supplementtime when the circumstances giving rise to such greater payment did not exist. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, (i) an express undertaking to comply with Section 12.11 hereof as if the participant were a Lender and (ii) such other agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the BorrowerBorrower or, the Transferor or except in connection with a Permitted Equityholder Transaction, the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s Xxxxxx's rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Term Loan Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded)Default, consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) Assignment and a fully-executed Joinder SupplementAssumption Agreement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Administrative Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Administrative Agent. None of Neither the Borrower, the Transferor or Borrower nor the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative AgentLenders unless otherwise contemplated hereby. Nothing in this Agreement, Agreement or the Transferee Letter or Joinder Supplement shall Assignment and Assumption Agreement can restrict or delay a Conduit Lender’s 's ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant sell a security interest participating in its interests hereunder to an Affiliate. No assignment or sale of a Conduit Trusteeparticipation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to Section 2.11.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Calculation Agent, the Portfolio Asset Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to unless an Event of Default (unless waived or rescinded)has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien that in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder no circumstance (whichincluding, for the avoidance of doubt, shall not include after the purchaser occurrence and during the continuation of a participation interest an Event of Default) may any Lender assign, or the grantee of a security interest, but which shall include any such grantee of grant a security interest at the time of completionin (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part or (ii) any Advance (or portion thereof), but not before, of any foreclosure on to a Competitor. Any such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the ServicerCalculation Agent, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) Assignment and a fully-executed Joinder SupplementAssumption Agreement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Administrative Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Administrative Agent. None of Neither the Borrower, Borrower nor the Transferor or the Applicable Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document -110- without the prior written consent of each the Majority Lenders unless otherwise contemplated hereby. Each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay may sell a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest participation in its interests hereunder as provided in Section 11.04(d). No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to a Conduit TrusteeSection 2.03.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each the Lender, the Lender AgentsBack-Up Servicer, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Agent's Bank and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such the Lender’s 's rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however that (i) the commercial paper issued by any assignee of the Lender or its successors and assigns shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ BANK shall remain the Agent hereunder after any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent assignment. None of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from the Back-Up Servicer may assign any of its rights and obligations hereunder, hereunder or substitute any such pledgee interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks made pursuant to become a Lender hereunder) this Section 9.04 shall execute and deliver to the ServicerAgent, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such an assignment and acceptance agreement (an "Assignment and Acceptance") or a participation agreement or document as may be other transfer instrument reasonably satisfactory in form and substance to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative AgentBorrower. Nothing Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording thereof as described in the preceding sentence. The Agent shall notify the Borrower of any assignment or participation thereof made pursuant to this AgreementSection 9.04. The Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the Transferee Letter assignee or Joinder Supplement participant or proposed assignee or participant any information relating to the Borrower and the Pledged Assets furnished to the Lender by or on behalf of the Borrower or the 77 Servicer; provided, however, that the Lender shall restrict not disclose any such information until it has obtained an agreement from such assignee or delay a Conduit Lender’s ability participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to assign its interests hereunder to its Liquidity Bank the Agent and such assignee or an Affiliate participant or to proposed assignee or participant) any other Conduit Lender in its Lender Group information obtained which is not already publicly known or to grant a security interest in its interests hereunder to a Conduit Trusteeavailable.

Binding Effect; Assignability; Multiple Lenders. 125‐ (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Calculation Agent, the Portfolio Asset Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s 's rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) ), to any Eligible Assignee; provided that prior to unless an Unmatured Event of Default (unless waived or rescinded)Event of Default has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, thatthat in no circumstance (unless an Unmatured Event of Default or Event of Default has occurred and is continuing) may any Lender assign, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under (i) this Agreement and such Lender's rights and obligations hereunder and interest herein in whole or in part or (ii) any Advance (or portion thereof), to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoCompetitor. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the ServicerCalculation Agent, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) fully‐executed Assignment and a fully-executed Joinder SupplementAssumption Agreement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Administrative Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Administrative Agent (including any administrative detail form and any tax forms reasonably required by the Administrative Agent). None of Neither the Borrower, Borrower nor the Transferor or the Applicable Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each the Majority Lenders unless otherwise contemplated hereby. Each Lender Agent and the Administrative Agent. Nothing may sell a participation in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder as provided in Section 11.04(d). No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to its Liquidity Bank or an Affiliate or to Section 2.03. (b) Notwithstanding any other Conduit provision of this Section 11.04, any Lender in its Lender Group may at any time pledge or to grant a security interest in all or any portion of its interests hereunder rights (including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Conduit Trustee.Federal Reserve Bank (a "Liquidity Agreement"), without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party hereto or to such Liquidity Agreement, as the case may be. (c) Each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Any Lender may at any time, without the consent of, or notice to the Borrower or without the consent of, but with notice to, the Administrative Agent, sell participations to any Person such Lender reasonably believes is a Qualified Purchaser (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower's Affiliates that in each case is not a Competitor) (each, a "Participant") in all or a portion of such Lender's rights or obligations under this Agreement (including all or a portion of its Commitment or the Advances owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and (iv) such Lender shall register such participation in its Participation Register pursuant to Section 2.03(c). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Borrower (which consent shall not be unreasonably withheld), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson; provided that that, (w) a Lender may assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate or a Permitted Assignee without the prior to consent of the Borrower, (x) after an Event of Default (unless waived or rescinded)has occurred, a Lender may assign its rights and obligations hereunder to any Person without the prior consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity BankBorrower, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge shall not need prior consent from the Borrower to assign, or grant a security interest or Lien in sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent and (z) any Lender may assign or participate all or any a portion of its rights interests hereunder or under this Agreement to secure any obligations of such Conduit Lender, its Variable Funding Note without notice to or the consent of the Borrower, the Servicer Borrower upon such Lender’s good faith determination that such assignment or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee participation is required for such Conduit Lender as a party heretoregulatory reasons. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N M hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. For the avoidance of doubt, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent, other than any assignment effected in connection with a transaction that meets the requirements of Section 5.04(a). Nothing in In addition, without limiting the foregoing, this Agreement, Agreement shall not be assigned within the Transferee Letter meaning of the Advisers Act by Senior Loan FundGC Advisors LLC without the consent of the Borrower. Such consent 128 may be evidenced through the Borrower’s failure to object to an assignment or Joinder Supplement shall restrict or delay a Conduit Lender’s ability intended assignment following appropriate notice to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteethe Borrower from Senior Loan FundGC Advisors LLC.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the ServicerCollateral Manager, the Equityholder, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Subject to Section 11.04(b) below, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, delayed or conditioned and (y) required if an Event of Default or Unmatured Event of Default has occurred and is continuing), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such LenderXxxxxx’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) to any Person; provided that, notwithstanding the foregoing, (A) a Lender may assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate without the prior consent of the Borrower; (B) unless an Event of Default or Unmatured Event of Default has occurred and is continuing, no transfer of any Revolving Note Commitment (or any portion thereof) to or Advance (or any Eligible Assigneeportion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Moody’s or “BBB” or above from S&P; provided that prior to an Event and (C) any Lender may assign or participate all or a portion of Default (unless waived or rescinded), its interests hereunder without the consent of the Borrower (upon such consent not to be unreasonably withheld) shall be Lender’s good faith determination that such assignment or participation is required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bankregulatory reasons, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge Lender provides written notice to the Borrower of such assignment or grant of a security interest participation, which notice shall identify the material regulatory reasons necessitating such assignment or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoparticipation. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for For the avoidance of doubt, during the continuation of an Event of Default or Unmatured Event of Default or at any ‑187‑ time following the Termination Date, a Lender may assign its rights and obligations hereunder to any Person without the prior consent of the Borrower. Notwithstanding anything contained in this Agreement to the contrary, (i) CBNA shall not include need prior consent of the purchaser Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person and (ii) if any Lender becomes a participation Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.22(b), the Administrative Agent shall have the right to cause or direct such Person to assign its entire interest or in the grantee of Advances and this Agreement to a security interesttransferee selected by the Administrative Agent, but in an assignment which satisfies the conditions set forth above. Any such assignee shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) shall execute and deliver to the ServicerCollateral Manager, the Borrower and the Administrative Agent a fully-executed fully‑executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed fully‑executed Joinder SupplementSupplement and each such Lender shall be deemed to represent and warrant that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 1940 Act. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender, and such Lender shall forward any such agreements or documents, as applicable, to the Administrative Agent. None of the Borrower, the Transferor Equityholder or the Servicer Collateral Manager may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing The Borrower agrees that each participant shall be entitled to the benefits of Section 2.10 and Section 2.11 (subject to the requirements and limitations therein, including the requirements under Section 2.11(g) (it being understood that the documentation required under Section 2.11(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to this Section 11.04; provided that, such participant (A) agrees to be subject to the provisions of Section 2.23 as if it had acquired its interest by assignment pursuant to this Section 11.04; and (B) shall not be entitled to receive any greater payment under Section 2.10 or Section 2.11, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in Applicable Law that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.23 with respect to any participant. Each Lender that sells a participation shall, acting solely for this purpose as a non‑fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Advances or other obligations under the Transaction Documents (the “Participant Register”); provided that, subject to the notice requirements set forth above in this Agreementclause (a), no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103‑1(c) of the United States Treasury Regulations and proposed Section 1.163‑5(b) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement ‑188‑ notwithstanding any notice to the contrary. For the avoidance of doubt, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender Administrative Agent (in its Lender Group or to grant capacity as Administrative Agent) shall have no responsibility for maintaining a security interest in its interests hereunder to a Conduit TrusteeParticipant Register.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender AgentsBackup Servicer, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Lender’s Bank and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of by the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of and its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent successors and assigns. None of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from the Backup Servicer may assign any of its rights and obligations hereunder, hereunder or substitute any such pledgee interest herein without the prior written consent of the Lender. The parties to each assignment or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks made pursuant to become a Lender hereunder) this Section 9.04 shall execute and deliver to the ServicerLender, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such an assignment and acceptance agreement (an “Assignment and Acceptance”) or a participation agreement or document other transfer instrument reasonably satisfactory in form and substance to the Lender. Each such assignment or participation shall be effective as may be of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording thereof as described in the preceding sentence. The Lender shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 9.04. The Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower and the Pledged Assets furnished to the Lender by or on behalf of the Borrower or the Servicer; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to such parties and the applicable Lender Agent. None of Lender, the Borrower, the Transferor Servicer and such assignee or the Servicer may assign, participant or permit proposed assignee or participant) any Lien to exist upon, any of its rights information obtained which is not already publicly known or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteeavailable.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books 148 DMSLIBRARY01\30388519.v8 and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Equityholder, the Facility Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Subject to Section 11.04(b) below, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, delayed or conditioned and (y) required if an Event of Default has occurred and is continuing), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that that, notwithstanding the foregoing, (A) without the prior to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity BankBorrower, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or assign, grant a security interest or Lien in sell a participation in, its rights and obligations hereunder to an Affiliate; and (B) any Lender may assign or participate all or any a portion of its rights under this Agreement interests hereunder upon such Lender’s good faith determination that such assignment or participation is required for regulatory reasons, so long as such Lender provides written notice to secure any obligations the Borrower of such Conduit Lenderassignment or participation, which notice shall identify the material regulatory reasons necessitating such assignment or participation, and the Borrower and such Lender shall cooperate to facilitate the assignment of such interests to an assignee reasonably satisfactory to the Borrower to the extent permissible pursuant to such regulations. For the avoidance of doubt, during the continuation of an Event of Default or at any time following the Termination Date, a Lender may assign its rights and obligations hereunder to any Person without notice to or the prior consent of the Borrower. Notwithstanding anything contained in this Agreement to the contrary, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, i) for the avoidance of doubt, no Lender shall need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person (provided that, prior to the occurrence and continuation of an Event of Default, such Person is not include a Competitor), and (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.22(b), the purchaser of Facility Agent shall have the right to cause or direct such Person to assign its entire interest in the Advances and this Agreement to a participation interest or transferee selected by the grantee of a security interestFacility Agent and the Borrower, but in an assignment which satisfies the conditions set forth above. Any such assignee shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) shall execute and deliver to the Servicer, the Borrower and the Administrative Facility Agent (with a copy to the Collateral Agent) a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder SupplementSupplement and each such Lender shall be deemed to represent and warrant that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 1940 Act. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender, and such Lender shall forward any such agreements or documents, as applicable, to the Facility Agent. None of the Borrower, the Transferor Equityholder or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Facility Agent. Nothing The Borrower agrees that each participant shall be entitled to the benefits of Section 2.10 and Section 2.11 (subject to the requirements and limitations therein, including the requirements under Section 2.11(g) (it being understood that the documentation required under Section 2.11(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to this Section 11.04; provided that, such participant (A) agrees to be subject to the provisions of Section 2.23 as if it had acquired its interest by assignment pursuant to this Section 11.04; and (B) shall not be entitled to receive any greater payment under Section 2.10 or Section 2.11, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in Applicable Law that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.23 with respect to any participant. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Advances or other obligations under the Transaction Documents (the “Participant Register”); provided that, subject to the notice requirements set forth above in this Agreementclause (a), no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and proposed Section 1.163-5(b) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender Facility Agent (in its Lender Group or to grant capacity as Facility Agent) shall have no responsibility for maintaining a security interest in its interests hereunder to a Conduit TrusteeParticipant Register.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson other than the Borrower or an Affiliate thereof; provided that prior that, (x) unless the Borrower shall otherwise consent, a Lender may only assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate or a Permitted Assignee who is not a Prohibited Transferee, (y) after an Event of Default (unless waived or rescinded)has occurred, consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to Lender may assign its rights and obligations hereunder to any Eligible Assignee that is not a Liquidity Bank, a Person and (z) any Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender shall not need prior consent to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge assign, or grant a security interest or Lien in all sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or any portion commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit related Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoAgent. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N O hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance or the I/O Notional Loan (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Unmatured Event of Default (unless waived or rescinded)Event of Default has occurred, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or Lender (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (whichbut, for the avoidance of doubt, no such consent of the Borrower shall not include the purchaser be required for any grant of a security interest or sale of a participation interest to any Person, an assignment to a Lender or the grantee an Affiliate of a security interest, but which shall include any Lender or an assignment that is required by Applicable Law; provided that such grantee Lender gives written notice of a security interest at such assignment to the time of completion, but not before, of any foreclosure on Borrower). Any such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplementthe Administrative Agent shall record such transfer in the Register in accordance with Section 2.13. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Term Loan Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded)Default, consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) Assignment and a fully-executed Joinder SupplementAssumption Agreement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Administrative Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Administrative Agent. None of Neither the Borrower, the Transferor or Borrower nor the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative AgentLenders unless otherwise contemplated hereby. Nothing in this Agreement, Agreement or the Transferee Letter or Joinder Supplement shall Assignment and Assumption Agreement can restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant sell a security interest participating in its interests hereunder to an Affiliate. No assignment or sale of a Conduit Trusteeparticipation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to Section 2.11.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such LenderXxxxxx’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance or the I/O (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Unmatured Event of Default (unless waived or rescinded)Event of Default has occurred, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is a Disqualified Institution, or is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or Lender (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (whichbut, for the avoidance of doubt, no such consent of the Borrower shall not include the purchaser be required for any grant of a security interest or sale of a participation interest to any Person, an assignment to a Lender or the grantee an Affiliate of a security interestLender, but which shall include any an assignment to a Person that is not a Disqualified Institution or an assignment that is required by Applicable Law). Any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter assignment and acceptance agreement substantially in the form of Exhibit N K hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each LenderFacility Insurer, the Lender AgentsAgent, the Collateral Agent, the Lender, the Backup Servicer, the Trustee and the Collection Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such the Lender’s 's rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) or by the Lender and its successors and assigns with the consent of the Facility Insurer (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assigneewhich consent may not be unreasonably withheld); provided that prior any assignment by the Lender to an Event of Default (unless waived or rescinded), any Affiliate thereof shall not require any consent of the Borrower Facility Insurer. This Agreement and the Agent's rights and obligations hereunder and interest herein shall be assignable in whole or in part by the Agent and its successors and assigns with the consent of the Facility Insurer (such which consent may not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign withheld or delayed); provided that any assignment by the Agent to any Eligible Assignee that is Affiliate thereof shall not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate require any consent of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent the Facility Insurer. None of the Borrower, the Servicer Servicer, the Collateral Agent, the Backup Servicer, the Trustee or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from the Collection Account Bank may assign any of its rights or obligations hereunderhereunder or any interest herein without the prior written consent of the Facility Insurer, the Lender and the Agent. The Facility Insurer may not assign any of its rights or substitute obligations hereunder or any such pledgee interest herein (except to a successor in interest) without the prior written consent of the Lender and the Agent. The parties to each assignment or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks made pursuant to become a Lender hereunder) this Section 9.04 shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and recordsrecords and to the Facility Insurer for its consent, such an assignment and acceptance agreement (an "Assignment and Acceptance") or a participation agreement or document other transfer instrument reasonably satisfactory in form and substance to the Agent, the Facility Insurer and the Borrower. Each such assignment or participation shall be effective as may be of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrower and the Facility Insurer of any assignment or participation thereof made pursuant to this Section 9.04. The Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower and the Pledged Assets furnished to the Lender by or on behalf of the Borrower or the Servicer; provided, however that the Lender shall obtain an agreement from such assignee or participant or proposed assignee or participant that they shall treat as confidential (under terms mutually satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter such assignee or Joinder Supplement shall restrict participant or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank proposed assignee or an Affiliate participant) any information obtained which is not already publicly known or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteeavailable.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Loan Parties, the Portfolio Asset Servicer, the Facility Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Facility Note (or any portion thereof) ), in each case, to any Eligible Assignee; provided that prior to Assignee (or, if an Event of Default has occurred and is continuing, to any Person); provided that (A) unless waived or rescinded)an Event of Default has occurred and is continuing, consent of the Borrower (such consent not to be unreasonably withheld or withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; providedLender and (B) unless an Event of Default has occurred and is continuing, further, that, a Conduit Lender may Massachusetts Mutual Life Insurance Company or an Affiliate thereof shall retain Commitment of at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent least 50% of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretooutstanding Commitments. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Facility Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially Assignment and Assumption Agreement and shall pay to the Administrative Agent an assignment fee in the form amount of Exhibit N hereto ($3,500, unless waived or reduced by the Administrative Agent. In addition to the delivery of the Assignment and Assumption Agreement and the payment of the assignment fee, to the extent the assignee is not then currently a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignmentLender hereunder, grant or sale of a participation interest the assignee shall execute and deliver to the related Lender Administrative Agent for its acceptance all documentation and recording in its books other information reasonably determined by the Administrative Agent to be required by applicable regulatory authorities under applicable “know your customer” and recordsanti-money laundering rules and regulations, such agreement or document as may be satisfactory to such parties including the USA PATRIOT Act. Upon delivery of the duly-executed Assignment and Assumption Agreement and any “know your customer information requested by the Administrative Agent and the applicable Lender Agentpayment of the assignment fee, the Administrative Agent shall accept such Assignment and Assumption Agreement and promptly record the information contained therein in the Register. None Upon the recordation in the Register, (i) the assignee shall become and thereafter be deemed to be a “Lender” for the purposes of this Agreement, (ii) the assignor shall be released from its obligations hereunder to the extent that its interest has been assigned, (iii) in the event that the assignor’s entire interest has been assigned, the assignor shall cease to be and thereafter shall no longer be deemed to be a “Lender.” Neither the Borrower, any Loan Party nor the Transferor or the Applicable Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each the Lenders unless otherwise contemplated hereby. Each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay may sell a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest participation in its interests hereunder as provided in Section 11.04(d). No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to Section 2.03. Notwithstanding any other language to the contrary contained herein or in any other Transaction Document, (1) neither the Administrative Agent, the Collateral Custodian nor the Facility Servicer shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to either Eligible Assignees or Prohibited Transferees and (2) the Borrower and each Lender acknowledge and agree that neither the Administrative Agent, the Collateral Custodian nor the Facility Servicer have any responsibility or obligation to determine whether any Lender or potential Lender is an Eligible Assignee or Prohibited Transferee and that neither the Administrative Agent, Collateral Custodian nor Facility Servicer shall have any liability with respect to any assignment or participation made to a Conduit Trusteeperson that is not an Eligible Assignee or with respect to any assignment or participation made to a Prohibited Transferee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each the Lender, the Lender AgentsBackup Servicer, the Collateral Agent, Trustee and the Collection Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such the Lender’s 's rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of by the Borrower (such consent not to be unreasonably withheld) Lender and its successors and assigns. This Agreement and the Agent's rights and obligations hereunder and interest herein shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender assignable in such Liquidity Bank’s Lender Group whole or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of part by the Agent and its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent successors and assigns. None of the Borrower, the Servicer Servicer, the Backup Servicer, the Trustee or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from the Collection Account Bank may assign any of its rights or obligations hereunder, hereunder or substitute any such pledgee interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks made pursuant to become a Lender hereunder) this Section 9.04 shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such an assignment and acceptance agreement (an "Assignment and Acceptance") or a participation agreement or document as may be other transfer instrument reasonably satisfactory in form and substance to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative AgentBorrower. Nothing Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrower of any assignment or participation thereof made pursuant to this AgreementSection 9.04. The Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the Transferee Letter assignee or Joinder Supplement participant or proposed assignee or participant any information relating to the Borrower and the Pledged Assets furnished to the Lender by or on behalf of the Borrower or the Servicer; provided, however that the Lender shall restrict obtain an agreement from such assignee or delay a Conduit Lender’s ability participant or proposed assignee or participant that they shall treat as confidential (under terms mutually satisfactory to assign its interests hereunder to its Liquidity Bank the Agent and such assignee or an Affiliate participant or to proposed assignee or participant) any other Conduit Lender in its Lender Group information obtained which is not already publicly known or to grant a security interest in its interests hereunder to a Conduit Trusteeavailable.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Calculation Agent, the Portfolio Asset Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to unless an Event of Default (unless waived or rescinded)has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien that in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder no circumstance (whichincluding, for the avoidance of doubt, shall not include after the purchaser occurrence and during the continuation of a participation interest an Event of Default) may any Lender assign, or the grantee of a security interest, but which shall include any such grantee of grant a security interest at the time of completionin (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part or (ii) any Advance (or portion thereof), but not before, of any foreclosure on to a Competitor. Any such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the ServicerCalculation Agent, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) Assignment and a fully-executed Joinder SupplementAssumption Agreement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Administrative Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Administrative Agent. None of Neither the Borrower, Borrower nor the Transferor or the Applicable Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each the Majority Lenders unless otherwise contemplated hereby. Each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay may sell a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest participation in its interests hereunder as provided in Section 11.04(d). No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to a Conduit TrusteeSection 2.03.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded)Default, consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee Person that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group Bank or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any 152 Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall can restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit TrusteeAffiliate.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Subject to the prior consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson other than the Borrower or an Affiliate thereof; provided that prior that, (w) subject to the following clauses (x), (y) and (z), unless the Borrower shall otherwise consent, a Lender may only assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate or a Permitted Assignee who is not a Prohibited Transferee, (x) after an Event of Default has occurred, a Lender may assign its rights and obligations hereunder to any Person without the consent of the Borrower, but with the consent of the Administrative Agent, (unless waived or rescinded), y) a Lender may assign its rights and obligations hereunder to any Person without the consent of the Borrower if such Lender makes a good faith determination based on advice of counsel that such assignment is required by Applicable Law and gives prior written notice of such assignment to the Borrower identifying the reasons necessitating such assignment and (such consent not to be unreasonably withheldz) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender shall not need prior consent to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge assign, or grant a security interest or Lien in all sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or any portion commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit related Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoAgent. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N K hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent, which consent may be withheld by any Lender Agent or the Administrative Agent in the exercise of its sole and absolute discretion. Nothing in this AgreementNotwithstanding anything to the contrary herein, if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.22(b), the Transferee Letter or Joinder Supplement Administrative Agent shall restrict or delay a Conduit Lender’s ability have the right to cause such Person to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security entire interest in its interests hereunder the Advances under this Agreement to a Conduit Trusteetransferee (other than a Prohibited Transferee) selected by the Administrative Agent, in an assignment that satisfies the conditions set forth in this Section 11.04.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each LenderTransferor, the Lender AgentsAgent, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Secured Parties and their respective successors and permitted assigns. Each Indemnified Party shall be an USActive 52762757.1552762757.22 148 express third party beneficiary of this Agreement. Each Lender and their its respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and all or any part of such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that, as applicable, (x) unless otherwise consented to by Ares, Xxxxx Fargo shall (A) not assign, or grant a security interest or sell a participation interest in its Commitments such that prior Xxxxx Fargo and its Affiliates would hold Commitments constituting less than 51% of the Maximum Facility Amount and (B) retain all approval rights pursuant to clause 11 of the definition of “Eligibility Criteria” set forth in Schedule III and (y) unless the Borrower and the Agent shall otherwise consent, a Lender may only assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate of such Lender or to other Lenders hereunder and Affiliates of such Lenders; provided further that, if an Event of Default (unless waived has occurred and is continuing, a Lender may assign its rights and obligations under this Agreement or rescinded), any Advance to any Person with the consent of the Borrower Agent (such consent not to be unreasonably withheldwithheld or delayed) shall be required for (x) a Liquidity Bank to assign to but without any Eligible Assignee consent from the Borrower; provided further that is not a Liquidity Bankbefore an Event of Default has occurred, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of assign its rights and obligations under this Agreement or any Advance to secure any Person (other than an Ares Competitor) with the consent of each of the Borrower and the Agent (such consent not to be unreasonably withheld or delayed); provided further that any Lender may assign, or sell a participation in, all or a portion its rights and obligations hereunder and interest herein in or under its Advances without any consent from the Borrower or the Agent upon such Lender’s good faith determination that such assignment or participation is required for regulatory reasons or by Applicable Law (provided that such Lender gives written notice of such Conduit Lenderassignment or participation, without which notice to shall identify the material regulatory or consent of the Borrower, the Servicer legal reasons necessitating such assignment or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoparticipation). Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter transferee letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. Notwithstanding anything contained in this Agreement to the contrary, (i) Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person and (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.23(b), the Agent shall have the right to cause such Person to assign its entire interest in the Advances and this Agreement to a transferee selected by the Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 11.04(a). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Equityholder, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit TrusteeDocument.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity 152 Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, in (i) this Agreement and such Lender’s 's rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson (excluding any natural person); provided that prior to an that, so long as no Unmatured Event of Default or Event of Default has occurred and is continuing, the Borrower (unless waived or rescinded), consent the Servicer on behalf of the Borrower Borrower) has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) to such assignment to (x) any Competitor, (y) any Person (including a Lender or an Affiliate of a Lender) if, after giving effect to such assignment, Xxxxxx Xxxxxxx would cease to be a Lender or would be the Lender with respect to less than 30% of the aggregate Commitments of the Lenders, or (z) any Person that is not a Lender or an Affiliate of a Lender (such consent under this clause (z) to be required only during the Revolving Period); provided, further, that no such consent of the Borrower (or the Servicer on behalf of the Borrower) shall be required for (x1) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser sale of a participation interest to any Person (other than, prior to the occurrence and continuation of an Unmatured Event of Default or the grantee Event of Default, a Competitor), (2) an assignment to a Lender or an Affiliate of a security interestLender if the USActive 55323723.3 conditions set forth in clause (y) above are not met, but which shall include any or (3) an assignment that is required by Applicable Law (and, prior to the occurrence and continuation of an Unmatured Event of Default or Event of Default, such grantee of Lender agrees to use reasonable efforts to assign to a security interest at the time of completion, but Person that is not before, of any foreclosure on a Competitor). Any such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a “Transferee Letter”"Assignment and Acceptance") and or a fully-executed fully‑executed Joinder Supplement, as applicable. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor, the SPV Transferor or the Servicer may assign, or permit any Lien (except Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing , other than any assignment effected in this Agreement, connection with a transaction that meets the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteerequirements of Section 5.04(a).

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the ServicerLoan Parties, the Administrative Agent, each Lender, the Lender AgentsFacility Servicer, the Collateral Agent, the Account BankPortfolio Asset Servicer, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement Agreement, the other Transaction Documents and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance Advances or Commitment (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to other than during the continuance of an Event of Default (unless waived or rescinded)Default, the prior written consent of the Borrower (such consent not to be unreasonably withheld) withheld or delayed), shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the ServicerBorrower, the Borrower and the Administrative Agent and the Facility Servicer a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) Assignment and a fully-executed Joinder SupplementAssumption Agreement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Administrative Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Administrative Agent. None of Neither the BorrowerLoan Parties, the Transferor or Facility Servicer nor the Portfolio Asset Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each the Lenders unless otherwise contemplated hereby. Each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay may sell a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest participation in its interests hereunder as provided in Section 11.04(d). No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to a Conduit TrusteeSection 2.03.

Binding Effect; Assignability; Multiple Lenders. (ar) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each LenderLenders, the Lender AgentsBackup Servicer, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Lenders’ Bank and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such each Lender’s rights and obligations hereunder (and under its related Note) and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of the Borrower (by such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of and its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent successors and assigns. None of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from the Backup Servicer may assign any of its rights and obligations hereunderhereunder or any interest herein without the prior written consent of the Lenders; provided that the Borrower shall be permitted, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assigneeon not less than 10 Business Days’ prior written notice to the other parties hereto and with the prior written consent of the Lenders, that is notto be provided in the sole discretion of the Lenders, immediately prior theretoto assign all of its rights and obligations hereunder to, and simultaneously with the transfer of all Pledged Assets to, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but Permitted Transferee which shall include any have assumed in a writing satisfactory to the Lenders all such grantee of a security interest at the time of completion, but not before, of any foreclosure on rights and obligations and acquired all such security interest where such grantee seeks Pledged Assets. The parties to become a Lender hereunder) each assignment or participation made pursuant to this Section 9.04 shall execute and deliver to the Servicerapplicable Lender, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such an assignment and acceptance agreement (an “Assignment and Acceptance”) or a participation agreement or document other transfer instrument reasonably satisfactory in form and substance to (i) the parties to such Assignment and Acceptance, (ii) in the case of an assignment of the Class B Loan, the Class A Lender and (iii) prior to an Event of Default, the Borrower. Each such assignment or participation shall be effective as may be of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording thereof as described in the preceding sentence. Each Lender shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 9.04. Each Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower and the Pledged Assets furnished to such Lender by or on behalf of the Borrower or the Servicer; provided, however, that such Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to such parties and the applicable Lender Agent. None of Lender, the Borrower, the Transferor Servicer and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available, and may disclose information relevant to the Servicer may assign, or permit any Lien to exist upon, any tax treatment and tax structure of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in transactions contemplated by this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, in (i) this Agreement and such Lender’s Xxxxxx's rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson (excluding any natural person); provided that prior to an that, so long as no Unmatured Event of Default or Event of Default has occurred and is continuing, the Borrower (unless waived or rescinded), consent the Servicer on behalf of the Borrower Borrower) has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) to such assignment to (x) any Competitor, (y) any Person (including a Lender or an Affiliate of a Lender) if, after giving effect to such assignment, Xxxxxx Xxxxxxx would cease to be a Lender or would be the Lender with respect to less than 30% of the aggregate Commitments of the Lenders, or (z) any Person that is not a Lender or an Affiliate of a Lender (such consent under this clause (z) to be required only during the Revolving Period); provided, further, that no such consent of the Borrower (or the Servicer on behalf of the Borrower) shall be required for (x1) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser sale of a participation interest to any Person (other than, prior to the occurrence and continuation of an Unmatured Event of Default or the grantee Event of Default, a Competitor), (2) an assignment to a Lender or an Affiliate of a security interestLender if the conditions set forth in clause (y) above are not met, but which shall include any or (3) an assignment that is required by Applicable Law (and, prior to the occurrence and continuation of an Unmatured Event of Default or Event of Default, such grantee of Xxxxxx agrees to use reasonable efforts to assign to a security interest at the time of completion, but Person that is not before, of any foreclosure on a Competitor). Any such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a “Transferee Letter”"Assignment and Acceptance") and or a fully-executed Joinder Supplement, as applicable. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor, the SPV Transferor or the Servicer may assign, or permit any Lien (except Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing , other than any assignment effected in this Agreement, connection with a transaction that meets the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteerequirements of Section 5.04(a).

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each the Lender, the Lender Agents, the Collateral Agent, the Account BankCollateral Custodian, the Collateral Custodian Bank and their respective successors and permitted assigns. Each The Lender and their its respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld)syndicate, or grant a security interest or sell a participation interest in, (i) this Agreement and such the Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable BUSINESS.29976944.129976944.10 Funding Note (or any portion thereof) to any Eligible AssigneePerson other than the Borrower or an Affiliate thereof; provided that prior to an that, (x) so long as no Event of Default (has occurred, unless waived or rescinded), consent of the Borrower (such shall otherwise consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bankin its sole discretion, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit the Lender may at any time pledge or only assign, syndicate, grant a security interest or Lien in all or any portion of sell a participation in, its rights under this Agreement and obligations hereunder to secure any obligations an Affiliate who is not an Ares Competitor and (y) after an Event of such Conduit Lender, without notice to or consent of the BorrowerDefault has occurred, the Servicer Lender may assign its rights and obligations hereunder to any Person or any other Person so long as such pledge or grant of a security interest or Lien shall Persons who are not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoan Ares Competitor. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter assignment and acceptance substantially in the form of Exhibit N M hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording record in its books and records, records such agreement or document as may be satisfactory to such parties and the applicable Lender Agentparties. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent (with respect to assignments, solely as to the Borrower) of each the Lender Agent (or with respect to the permissibility of any Lien, the Required Lenders) and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Unmatured Event of Default (unless waived or rescinded)Event of Default has occurred, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or Lender (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (whichbut, for the avoidance of doubt, no such consent of the Borrower shall not include the purchaser be required for any grant of a security interest or sale of a participation interest to any Person, an assignment to a Lender or the grantee an Affiliate of a security interest, but which shall include any Lender or an assignment that is required by Applicable Law; provided that such grantee Lender gives written notice of a security interest at such assignment to the time of completion, but not before, of any foreclosure on Borrower). Any such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplementthe Administrative Agent shall record such transfer in the Register in accordance with Section 2.13. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each the Lender, the Lender Agents, the Collateral Agent, the Account BankCollateral Custodian, the Collateral Custodian Bank and their respective successors and permitted assigns. Each The Lender and their its respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld)syndicate, or grant a security interest or sell a participation interest in, (i) this Agreement and such the Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson other than the Borrower or an Affiliate thereof; provided that prior to an that, (x) so long as no Event of Default (has occurred, unless waived or rescinded), consent of the Borrower (such shall otherwise consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bankin its sole discretion, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit the Lender may at any time pledge or only assign, syndicate, grant a security interest or Lien in all or any portion of sell a participation in, its rights under this Agreement and obligations hereunder to secure any obligations an Affiliate who is not a Designated Entity and (y) after an Event of such Conduit Lender, without notice to or consent of the BorrowerDefault has occurred, the Servicer Lender may assign its rights and obligations hereunder to any Person or any other Person so long as such pledge or grant of Persons who are not a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoDesignated Entity. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter assignment and acceptance substantially in the form of Exhibit N M hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement. The parties to any 141 such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording record in its books and records, records such agreement or document as may be satisfactory to such parties and the applicable Lender Agentparties. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each the Lender Agent (or with respect to the permissibility of any Lien, the Required Lenders) and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded)Default, consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee Person that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group Bank or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee grantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing Notwithstanding anything contained in this AgreementAgreement to the contrary, no consent of the Transferee Letter or Joinder Supplement Borrower shall restrict or delay be needed for a Conduit Lender’s ability Lender to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteeconduit trustee and no Transferee Letter or any Joinder Supplement shall be required in connection therewith.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance or the I/O Loan (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Event of Default (unless waived or rescinded)has occurred and is continuing, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) to such assignment to any Person that is not a Lender or an Affiliate of a Lender (but, for the avoidance of doubt, no such consent of the Borrower shall be required for (w) an assignment of the I/O Loan (or portion thereof), (x) any grant of a Liquidity Bank to assign security interest or sale of a participation interest to any Eligible Assignee that is not Person, (y) an assignment to a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank Lender or (yz) an Institutional Lender to assign to any Eligible Assignee assignment that is not an Affiliate of such Lenderrequired by Applicable Law); provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as no Event of Default has occurred and is continuing, no such pledge assignment or grant of participation shall be made to any Person that is a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoCompetitor. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a “Transferee Letteran ”) Assignment and a fully-executed Joinder SupplementAcceptance”). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each the Lender, the Lender Agents, the Collateral Agent, the Account BankCollateral Custodian, the Collateral Custodian Bank and their respective successors and permitted assigns. Each The Lender and their its respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld)syndicate, or grant a security interest or sell a participation interest in, (i) this Agreement and such the Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson other than the Borrower or an Affiliate thereof; provided that prior to an that, (x) so long as no Event of Default (has occurred, unless waived or rescinded), consent of the Borrower (such shall otherwise consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bankin its sole discretion, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit the Lender may at any time pledge or only assign, syndicate, grant a security interest or Lien in all or any portion of sell a participation in, its rights under this Agreement and obligations hereunder to secure any obligations an Affiliate who is not a Designated Entityan Ares Competitor and (y) after an Event of such Conduit Lender, without notice to or consent of the BorrowerDefault has occurred, the Servicer Lender may assign its rights and obligations hereunder to any Person or any other Person so long as such pledge or grant of Persons who are not a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoDesignated Entityan Ares Competitor. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter assignment and acceptance substantially in the form of Exhibit N M hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording record in its books and records, records such agreement or document as may be satisfactory to such parties and the applicable Lender Agentparties. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent (with respect to assignments, solely as to the Borrower) of each the Lender Agent (or with respect to the permissibility of any Lien, the Required Lenders) and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Prior to the occurrence of an Event of Default, unless the Borrower shall otherwise consent (which consent shall not be unreasonably withheld or delayed), a Lender and their its respective successors and permitted assigns may only assign, grant a security interest (except as set forth below) or sell a participation in, its rights and obligations hereunder to an Affiliate who is not a Prohibited Transferee or to another Lender. After an Event of Default has occurred, a Lender may assign (with the its rights and obligations hereunder to any Person. Any Conduit Lender shall not need prior consent of the Administrative Agent, such consent not -138- to be unreasonably withheld)at any time assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity BankLender, a Conduit Lender in such Liquidity Bank’s Lender Group Agent or an Affiliate of thereof or any commercial paper conduit sponsored by a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not a Lender, Lender Agent or an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretothereof. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N O hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor Seller or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent, which consent may be withheld by any Lender Agent or the Administrative Agent in the exercise of its sole and absolute discretion. Nothing Notwithstanding any provision in this AgreementAgreement to the contrary, no Lender may assign its rights or obligations hereunder to the Borrower, the Transferee Letter Servicer or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteeaffiliate thereof.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Facility Servicer, the Portfolio Asset Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Term Loan Note (or any portion thereof) to any Eligible Assignee; provided that prior to unless an Event of Default pursuant to Section 6.01(a) or (unless waived or rescinded)d) has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Borrower, the Facility Servicer, the Borrower Portfolio Asset Servicer, and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) Assignment and a fully-executed Joinder SupplementAssumption Agreement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Administrative Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Administrative Agent. None of Neither the Borrower, Facility Servicer nor the Transferor or the Portfolio Asset Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each the Majority Lenders unless otherwise contemplated hereby. Borrower may not assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of the Lenders unless otherwise contemplated hereby. Each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay may sell a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest participation in its interests hereunder as provided in Section 11.04(d). No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to a Conduit Trustee.Section 2.03. 131

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each the Lender, the Lender Agents, the Collateral Agent, the Account BankCollateral Custodian, the Collateral Custodian Bank and their respective successors and permitted assigns. Each The Lender and their its respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld)syndicate, or grant a security interest or sell a participation interest in, (i) this Agreement and such the Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson other than the Borrower or an Affiliate thereof; provided that prior to an that, (x) so long as no Event of Default (has occurred, unless waived or rescinded), consent of the Borrower (such shall otherwise consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bankin its sole discretion, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit the Lender may at any time pledge or only assign, syndicate, grant a security interest or Lien in all or any portion of sell a participation in, its rights under this Agreement and obligations hereunder to secure any obligations an Affiliate who is not a Designated Entity and (y) after an Event of such Conduit Lender, without notice to or consent of the BorrowerDefault has occurred, the Servicer Lender may assign its rights and obligations hereunder to any Person or any other Person so long as such pledge or grant of Persons who are not a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoDesignated Entity. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter assignment and acceptance substantially in the form of Exhibit N M hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording record in its books and records, records such agreement or document as may be satisfactory to such parties and the applicable Lender Agentparties. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent (with respect to assignments, solely as to the Borrower) of each the Lender Agent (or with respect to the permissibility of any Lien, the Required Lenders) and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such LenderXxxxxx’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Term Loan Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded)Default, consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) fully‐executed Assignment and a fully-executed Joinder SupplementAssumption Agreement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Administrative Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Administrative Agent. None of Neither the Borrower, the Transferor or Borrower nor the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative AgentLenders unless otherwise contemplated hereby. Nothing in this Agreement, Agreement or the Transferee Letter or Joinder Supplement shall Assignment and Assumption Agreement can restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant sell a security interest participating in its interests hereunder to an Affiliate. No assignment or sale of a Conduit Trusteeparticipation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to Section 2.11.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowereach Loan Party, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Default or Event of Default (unless waived or rescinded)has occurred, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is a Disqualified Institution, or is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or Lender (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (whichbut, for the avoidance of doubt, no such consent of the Borrower shall not include the purchaser be required for any grant of a security interest or sale of a participation interest to any Person, an assignment to a Lender or the grantee an Affiliate of a security interestLender, but which shall include any an assignment to a Person that is not a Disqualified Institution or an assignment that is required by Applicable Law). Any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrowerany Loan Party, the Transferor Originator or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Advances or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this AgreementAgreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender Administrative Agent (in its Lender Group or to grant capacity as Administrative Agent) shall have no responsibility for maintaining a security interest in its interests hereunder to a Conduit TrusteeParticipant Register.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each LenderTransferor, the Lender AgentsAgent, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Secured Parties and their respective successors and permitted assigns. Each Indemnified Party shall be an express third party beneficiary of this Agreement. Each Lender and their its respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and all or any part of such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that, as applicable, (x) unless otherwise consented to by Ares, Xxxxx Fargo shall (A) not assign, or grant a security interest or sell a participation interest in its Commitments such that prior Xxxxx Fargo and its Affiliates would hold Commitments constituting less than 51% of the Maximum Facility Amount and (B) retain all approval rights pursuant to clause 11 of the definition of “Eligibility Criteria” set forth in Schedule III and (y) unless the Borrower and the Agent shall otherwise consent, a Lender may only assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate of such Lender or to other Lenders hereunder and Affiliates of such Lenders; provided further that, if an Event of Default (unless waived has occurred and is continuing, a Lender may assign its rights and obligations under this Agreement or rescinded), any Advance to any Person with the consent of the Borrower Agent (such consent not to be unreasonably withheldwithheld or delayed) shall be required for (x) a Liquidity Bank to assign to but without any Eligible Assignee consent from the Borrower; provided further that is not a Liquidity Bankbefore an Event of Default has occurred, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of assign its rights and obligations under this Agreement or any Advance to secure any Person (other than an Ares Competitor) with the consent of each of the Borrower and the Agent (such consent not to be unreasonably withheld or delayed); provided further that any Lender may assign, or sell a participation in, all or a portion its rights and obligations hereunder and interest herein in or under its Advances without any consent from the Borrower or the Agent upon such Lender’s good faith determination that such assignment or participation is required for regulatory reasons or by Applicable Law (provided that such Lender gives written notice of such Conduit Lenderassignment or participation, without which notice to shall identify the material regulatory or consent of the Borrower, the Servicer legal reasons necessitating such assignment or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoparticipation). Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. Notwithstanding anything contained in this Agreement to the contrary, (i) Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person and (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender 160 pursuant to Section 2.23(b), the Agent shall have the right to cause such Person to assign its entire interest in the Advances and this Agreement to a transferee selected by the Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 11.04(a). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Equityholder, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit TrusteeDocument.

Binding Effect; Assignability; Multiple Lenders. (axix) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender AgentsBackup Servicer, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Lender’s Bank and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of by the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of and its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent successors and assigns. None of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from the Backup Servicer may assign any of its rights and obligations hereunder, hereunder or substitute any such pledgee interest herein without the prior written consent of the Lender. The parties to each assignment or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks made pursuant to become a Lender hereunder) this Section 9.04 shall execute and deliver to the ServicerLender, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such an assignment and acceptance agreement (an “Assignment and Acceptance”) or a participation agreement or document other transfer instrument reasonably satisfactory in form and substance to the Lender and the Borrower. Each such assignment or participation shall be effective as may be of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording thereof as described in the preceding sentence. The Lender shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 9.04. The Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower and the Pledged Assets furnished to the Lender by or on behalf of the Borrower or the Servicer; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to such parties and the applicable Lender Agent. None of Lender, the Borrower, the Transferor Servicer and such assignee or the Servicer may assign, participant or permit proposed assignee or participant) any Lien to exist upon, any of its rights information obtained which is not already publicly known or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteeavailable.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Borrower (which consent shall not be unreasonably withheld), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson; provided that that, (w) a Lender may assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate or a Permitted Assignee without the prior to consent of the Borrower, (x) after an Event of Default (unless waived or rescinded)has occurred, a Lender may assign its rights and obligations hereunder to any Person without the prior consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity BankBorrower, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge shall not need prior consent from the Borrower to assign, or grant a security interest or Lien in sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent and (z) any Lender may assign or participate all or any a portion of its rights interests hereunder or under this Agreement to secure any obligations of such Conduit Lender, its Variable Funding Note without notice to or the consent of the Borrower, the Servicer Borrower upon such Lender’s good faith determination that such assignment or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee participation is required for such Conduit Lender as a party heretoregulatory reasons. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N O hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent to one or more Eligible Assignees all or a portion of the Administrative Agentits rights and obligations under this Agreement; provided, such consent not to be unreasonably withheld)however, or grant a security interest or sell a participation interest in, that (i) this Agreement each such assignment shall be of a constant, and such not a varying percentage of all of the assigning Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or under this Agreement, (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) the parties to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of the Borrower (each such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignment shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent Borrower, for its acceptance and recording in its books the Register, an assignment and recordsacceptance agreement (an “Assignment and Acceptance”) reasonably satisfactory in form and substance to the Administrative Agent and the Borrower, (iii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such agreement assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $1,000,000 (or document such lesser amount as may be satisfactory agreed to such parties and be the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent Borrower and the Administrative Agent) and (B) the full amount of the assigning Lender’s Commitment, (iv) the parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including the reasonable fees and disbursements of counsel for the Administrative Agent) incurred by the Administrative Agent in connection with such assignment, (v) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the confidentiality provisions of Section 10.11, (vi) there shall be no increased costs, expenses or taxes incurred by the Administrative Agent or any Lender upon assignment or participation and (vii) prior to the occurrence of an Event of Default, no such assignment shall be to a Competitor. Nothing Upon such execution, delivery, acceptance and recording by the Administrative Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Administrative Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, the Transferee Letter or Joinder Supplement such Lender shall restrict or delay cease to be a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteeparty hereto).

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Facility Servicer, the Portfolio Asset Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to unless an Event of Default pursuant to Section 6.01(a) or (unless waived or rescinded)d) has occurred, the consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Borrower, the Facility Servicer, the Borrower Portfolio Asset Servicer, and the Administrative Agent a fully-executed Transferee Letter substantially Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500 to the Administrative Agent; provided, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the form case of Exhibit N hereto (any assignment. In addition to the delivery of the Assignment and Assumption Agreement and the processing and recordation fee, to the extent the assignee is not then currently a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignmentLender hereunder, grant or sale of a participation interest the assignee shall execute and deliver to the related Lender Administrative Agent for its acceptance all documentation and recording in its books other information reasonably determined by Administrative Agent to be required by applicable regulatory authorities under applicable “know your customer” and recordsanti-money laundering rules and regulations, such agreement or document as may be satisfactory to such parties and including the applicable Lender AgentPatriot Act. None Upon delivery of the duly-executed Assignment and Assumption Agreement, processing fee and any “know your customer information requested by the Administrative Agent, the Administrative Agent shall accept such Assignment and Assumption Agreement and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless and until it has been recorded in the Register as provided in this Section. Upon the recordation in the Register, (i) the assignee shall become and thereafter be deemed to be a “Lender” for the purposes of this Agreement, (ii) the assignor shall be released from its obligations hereunder to the extent that its interest has been assigned, (iii) in the event that the assignor’s entire interest has been assigned, the assignor shall cease to be and thereafter shall no longer be deemed to be a “Lender”. Neither Borrower, the Transferor or Facility Servicer nor the Portfolio Asset Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each the Lenders unless otherwise contemplated hereby. Each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay may sell a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest participation in its interests hereunder as provided in Section 11.04(d). No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to a Conduit TrusteeSection 2.03.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded)Default, consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee Person that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group Bank or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any 148 Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall can restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit TrusteeAffiliate.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowereach Loan Party, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such LenderLende’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Default or Event of Default (unless waived or rescinded)has occurred, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is a Disqualified Institution, or is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or Lender (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (whichbut, for the avoidance of doubt, no such consent of the Borrower shall not include the purchaser be required for any grant of a security interest or sale of a participation interest to any Person, an assignment to a Lender or the grantee an Affiliate of a security interestLender, but which shall include any an assignment to a Person that is not a Disqualified Institution or an assignment that is required by Applicable Law). Any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrowerany Loan Party, the Transferor Originator or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant's interest in the Advances or other obligations under the Transaction Documents (the "Participant Register"); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this AgreementAgreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender Administrative Agent (in its Lender Group or to grant capacity as Administrative Agent) shall have no responsibility for maintaining a security interest in its interests hereunder to a Conduit TrusteeParticipant Register.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian Agent and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld)syndicate, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or 143 portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson other than the Borrower or an Affiliate thereof; provided that prior to an (x) so long as no Event of Default (has occurred, unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bankotherwise consent, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or only assign, syndicate, grant a security interest or Lien in all or any portion of sell a participation in, its rights under this Agreement and obligations hereunder to secure an Affiliate and (y) after an Event of Default has occurred, a Lender may assign its rights and obligations hereunder to any obligations of such Conduit Lender, Person without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretorestriction. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter assignment and acceptance substantially in the form of Exhibit N M hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording record in its books and records, such agreement or document as may be satisfactory to such parties and parties. To the applicable Lender Agent. None fullest extent effective under Applicable Law (including Section 9-408 of the UCC), none of the Borrower, the Transferor Transferor, the Parent or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each the Lender, the Lender AgentsBackup Servicer, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Agent’s Bank and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) the commercial paper issued by any assignee of the Lender or its successors and assigns shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) HVB shall remain the Agent hereunder after any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent assignment. None of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from the Backup Servicer may assign any of its rights and obligations hereunder, hereunder or substitute any such pledgee interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks made pursuant to become a Lender hereunder) this Section 9.04 shall execute and deliver to the ServicerAgent, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such an assignment and acceptance agreement (an “Assignment and Acceptance”) or a participation agreement or document other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as may be of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording thereof as described in the preceding sentence. The Agent shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 9.04. The Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower and the Pledged Assets furnished to the Lender by or on behalf of the Borrower or the Servicer; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to such parties and the applicable Lender Agent. None of , the Borrower, the Transferor Servicer and such assignee or the Servicer may assign, participant or permit proposed assignee or participant) any Lien to exist upon, any of its rights information obtained which is not already publicly known or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteeavailable.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowerHoldings, the ServicerCo‐ Borrowers, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian Servicer and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Loan Note (or any portion thereof) ), in each case, to any Eligible Assignee; provided that prior to unless and until an Event of Default (unless waived pursuant to Section 6.01(a) or rescinded)Section 6.01(d) has occurred and is continuing, the consent of the Administrative Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; providedEligible Assignee. Notwithstanding the foregoing, furtherin no event shall a Lender (or its successors or assigns) transfer or assign, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of in, its rights under this Agreement clauses (i) or (ii) above to secure any obligations of such Conduit Person that is a Disqualified Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (whichincluding, for the avoidance of doubt, shall not include upon the purchaser occurrence or continuation of an Event of Default in respect of a participation interest or the grantee of a security interest, but which shall include any Co‐Borrower. Any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Administrative Borrower and the Administrative Agent a fully-executed Transferee Letter substantially fully‐executed Assignment and Assumption Agreement (which shall include a certification that such assignee is an Eligible Assignee (or has otherwise received the consent of the Administrative Borrower)) and the Administrative Agent shall have received payment of an assignment fee in the form amount of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment$3,500, grant unless waived or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and reduced by the Administrative Agent. Nothing in this AgreementIn addition to the delivery of the Assignment and Assumption Agreement and the processing and recordation fee, to the extent the assignee is not then currently a Lender hereunder, the Transferee Letter or Joinder Supplement assignee shall restrict or delay a Conduit Lender’s ability deliver to assign its interests hereunder the Administrative Agent all documentation and other information reasonably determined by the Administrative Agent to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.be required by applicable regulatory authorities under applicable “know your customer” and Anti‐Money

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Event of Default (unless waived or rescinded)has occurred, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank Lender (but, for the avoidance of doubt, no such consent of the Borrower shall be required for any grant of a security interest or (y) an Institutional Lender to assign sale of a participation interest to any Eligible Assignee that is not Person, an assignment to a Lender or an Affiliate of such Lendera Lender or an assignment that is required by Applicable Law); provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge the Facility Maturity Date has not been declared or grant has not automatically occurred, the Borrower has provided its written consent to any assignment to a Disqualified Institution; provided, further, that the applicable Lender shall provide to the Borrower not less than two Business Days’ prior written notice of any proposed assignment (except in the case of an assignment to a Lender or an Affiliate of a security interest or Lien THE SERVICER AND THE EQUITYHOLDER: FS KKR CAPITAL CORP. II By: Name: Title: ANNEX A Notices for Addresses If to the Borrower: Meadowbrook Run LLC c/o FS KKR Capital Corp. II 000 Xxxxx Xxxxxxxxx Philadelphia, Pennsylvania 19112 Attention: Xxxxxxx Xxxxxx, Chief Financial Officer Email: XXXXXX_Xxxx@xxxxxxxxxxxxx.xxx; xxxxxxxxx_xxxxxxx@xxxxxxxxxxxxx.xxx; xxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx With copies (which shall not release such Conduit Lender from any constitute notice) to: Dechert LLP Three Bryant Park 1095 Avenue of its obligations hereunderthe Americas Xxx Xxxx, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) shall execute and deliver XX 00000-0000 Attention: Xxx X. Xxxxxxxxx Email: xxx.xxxxxxxxx@xxxxxxx.xxx If to the Servicer: FS KKR Capital Corp. II 000 Xxxxx Xxxxxxxxx Philadelphia, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto Pennsylvania 19112 Attention: Xxxxxxx Xxxxxx, Chief Accounting Officer Email: XXXXXX_Xxxx@xxxxxxxxxxxxx.xxx; xxxxxxxxx_xxxxxxx@xxxxxxxxxxxxx.xxx; xxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx With copies (a “Transferee Letter”which shall not constitute notice) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None to: Dechert LLP Three Bryant Park 1095 Avenue of the BorrowerAmericas Xxx Xxxx, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.XX 00000-0000 Attention: Xxx X. Xxxxxxxxx Email: xxx.xxxxxxxxx@xxxxxxx.xxx

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each the Lender, the Lender Agents, the Collateral Agent, the Account BankCollateral Custodian, the Collateral Custodian Bank and their respective successors and permitted assigns. Each The Lender and their its respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld)syndicate, or grant a security interest or sell a participation interest in, (i) this Agreement and such the Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson other than the Borrower or an Affiliate thereof; provided that prior to an that, (x) so long as no Event of Default (has occurred, unless waived or rescinded), consent of the Borrower (such shall otherwise consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bankin its sole discretion, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit the Lender may at any time pledge or only assign, syndicate, grant a security interest or Lien in all or any portion of sell a participation in, its rights under this Agreement and obligations hereunder to secure any obligations an Affiliate who is not an Ares Competitor and (y) after an Event of such Conduit Lender, without notice to or consent of the BorrowerDefault has occurred, the Servicer Lender may assign its rights and obligations hereunder to any Person or any other Person so long as such pledge or grant of a security interest or Lien shall Persons who are not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoan Ares Competitor. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter assignment and acceptance substantially in the form of Exhibit N M hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording record in its books and records, records such agreement or document as may be satisfactory to such parties and the applicable Lender Agentparties. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent (with respect to assignments, solely as to the Borrower) of each the Lender Agent (or with respect to the permissibility of any Lien, the Required Lenders) and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each LenderTransferor, the Lender AgentsAgent, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Secured Parties and their respective successors and permitted assigns. Each Indemnified Party shall be an express third party beneficiary of this Agreement. Each Lender and their its respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and all or any part of such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior that, as applicable, (x) unless otherwise consented to by Ares, Xxxxx Fargo shall (A) not assign, or grant a security interest or sell a participation interest in, more than 49% of the Maximum Facility Amount and (B) retain all approval rights pursuant to clause 11 of the definition of “Eligibility Criteria” set forth in Schedule III, (y) unless the Borrower and the Agent shall otherwise consent, a Lender may only assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate of such Lender and (z) after an Event of Default has occurred, a Lender may assign its rights and obligations hereunder to any Person (unless waived or rescinded), other than an Ares Competitor) with the consent of the Borrower Agent (such consent not to be unreasonably withheldwithheld or delayed) shall be required for (x) a Liquidity Bank to assign to but without any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of from the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. Notwithstanding anything contained in this Agreement to the contrary, (i) Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof), to any Person and (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.23(b), the Agent shall have the right to cause such Person to assign its entire interest in the Advances and this Agreement to a transferee selected by the Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 11.04(a). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Equityholder, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian Agent and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld)syndicate, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson other than the Borrower or an Affiliate thereof; provided that prior to an (x) so long as no Event of Default (has occurred, unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bankotherwise consent, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or only assign, syndicate, grant a security interest or Lien in all or any portion of sell a participation in, its rights under this Agreement and obligations hereunder to secure an Affiliate and (y) after an Event of Default has occurred, a Lender may assign its rights and obligations hereunder to any obligations of such Conduit Lender, Person without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretorestriction. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter assignment and acceptance substantially in the form of Exhibit N M hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording record in its books and records, such 136 agreement or document as may be satisfactory to such parties and parties. To the applicable Lender Agent. None fullest extent effective under Applicable Law (including Section 9-408 of the UCC), none of the Borrower, the Transferor Transferor, the Parent or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each the Lender, the Lender Agents, the Collateral Agent, the Account BankCollateral Custodian, the Collateral Custodian Bank and their respective successors and permitted assigns. Each The Lender and their its respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld)syndicate, or grant a security interest or sell a participation interest in, (i) this Agreement and such the Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson other than the Borrower or an Affiliate thereof; provided that prior to an that, (x) so long as no Event of Default (has occurred, unless waived or rescinded), consent of the Borrower (such shall otherwise consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bankin its sole discretion, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit the Lender may at any time pledge or only assign, syndicate, grant a security interest or Lien in all or any portion of sell a participation in, its rights under this Agreement and obligations hereunder to secure any obligations an Affiliate who is not an Ares Competitor and (y) after an Event of such Conduit Lender, without notice to or consent of the BorrowerDefault has occurred, the Servicer Lender may assign its rights and obligations hereunder to any Person or any other Person so long as such pledge or grant of a security interest or Lien shall Persons who are not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoan Ares Competitor. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter assignment and acceptance substantially in the form of Exhibit N M hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording record in its books and records, records such agreement or document as may be satisfactory to such parties and the applicable Lender Agentparties. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each ANNEX A Commitments Lender Agent Commitment Sumitomo Mitsui Banking Corporation $500,000,000 Citizes Bank, N.A. $150,000,000 Aggregate Commitments: $650,000,000 Ares Capital JB Funding LLC Loan and the Administrative Agent. Nothing in this Servicing Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), and subject to the conditions and restrictions in paragraph (f) of this Section 12.04, each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such LenderXxxxxx’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance or the I/O Notional Loan (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Event of Default (unless waived or rescinded)has occurred and is continuing, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) to (1) any assignment to a Person that is not a Lender or an Affiliate of a Lender (but, for the avoidance of doubt, no such consent of the Borrower shall be required for (x) any grant of a Liquidity Bank to assign security interest to any Eligible Assignee Person or to a sale of a participation interest to a Person that is not a Liquidity BankDisqualified Institution, (y) an assignment to a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank Lender or (yz) an Institutional Lender to assign to any Eligible Assignee assignment that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at required by Applicable Law) and (2) any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser sale of a participation interest or the grantee of to any Person that is a security interest, but which shall include any Disqualified Institution. Any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien (except Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, Agent other than (x) any assignment by the Transferee Letter or Joinder Supplement shall restrict or delay Servicer to a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Qualified FE Affiliate or to (y) any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteeassignment expressly permitted hereunder.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each LenderTransferor, the Lender AgentsAgent, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Secured Parties 153 and their respective successors and permitted assigns. Each Indemnified Party shall be an express third party beneficiary of this Agreement. Each Lender and their its respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and all or any part of such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior that, as applicable, (x) unless otherwise consented to by Ares, Xxxxx Fargo shall (A) not assign, or grant a security interest or sell a participation interest in, more than 49% of the Maximum Facility Amount and (B) retain all approval rights pursuant to clause 11 of the definition of “Eligibility Criteria” set forth in Schedule III, (y) unless the Borrower and the Agent shall otherwise consent, a Lender may only assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate of such Lender and (z) after an Event of Default has occurred, a Lender may assign its rights and obligations hereunder to any Person (unless waived or rescinded), other than an Ares Competitor) with the consent of the Borrower Agent (such consent not to be unreasonably withheldwithheld or delayed) shall be required for (x) a Liquidity Bank to assign to but without any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of from the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. Notwithstanding anything contained in this Agreement to the contrary, (i) Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof), to any Person and (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.23(b), the Agent shall have the right to cause such Person to assign its entire interest in the Advances and this Agreement to a transferee selected by the Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 11.04(a). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Equityholder, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Borrower (which consent shall not be unreasonably withheld), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson; provided that that, (w) a Lender may assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate or a Permitted Assignee without the prior to consent of the Borrower, (x) after an Event of Default (unless waived or rescinded)has occurred, a Lender may assign its rights and obligations hereunder to any Person without the prior consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity BankBorrower, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge shall not need prior consent from the Borrower to assign, or grant a security interest or Lien in sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent and (z) any Lender may assign or participate all or any a portion of its rights interests hereunder or under this Agreement to secure any obligations of such Conduit Lender, its Variable Funding Note without notice to or the consent of the Borrower, the Servicer Borrower upon such Lender’s good faith determination that such assignment or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee participation is required for such Conduit Lender as a party heretoregulatory reasons. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N O hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.125

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowereach Loan Party, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s 's rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Default or Event of Default (unless waived or rescinded)has occurred, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is a Disqualified Institution, or is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or Lender (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (whichbut, for the avoidance of doubt, no such consent of the Borrower shall not include the purchaser be required for any grant of a security interest or sale of a participation interest to any Person, an assignment to a Lender or the grantee an Affiliate of a security interestLender, but which shall include any an assignment to a Person that is not a Disqualified Institution or an assignment that is required by Applicable Law). Any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a “Transferee Letter”) "Assignment and a fully-executed Joinder SupplementAcceptance"). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrowerany Loan Party, the Transferor Originator or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Advances or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this AgreementAgreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender Administrative Agent (in its Lender Group or to grant capacity as Administrative Agent) shall have no responsibility for maintaining a security interest in its interests hereunder to a Conduit TrusteeParticipant Register.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the ServicerLoan Parties, the Administrative Agent, each Lender, the Lender AgentsFacility Servicer, the Collateral Agent, the Account Bank, the Collateral Custodian Portfolio Asset Servicer and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement Agreement, the other Transaction Documents and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance Advances or Commitment (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to (A) any such assignment or grant of a security interest shall comply with Section 10.04(e) and (B) absent an Event of Default (unless waived or rescinded)Default, the prior written consent of the Borrower (such consent not to be unreasonably withheld) withheld or delayed), shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the ServicerBorrower, the Borrower and the Administrative Agent and the Facility Servicer a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) Assignment and a fully-executed Joinder SupplementAssumption Agreement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Administrative Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Administrative Agent. None of Neither the BorrowerLoan Parties, the Transferor or Facility Servicer nor the Portfolio Asset Servicer may assign, or permit any Lien to exist uponupon (other than Permitted Liens), any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each the Lenders unless otherwise contemplated hereby. Each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay may sell a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest participation in its interests hereunder as 91 provided in Section 10.04(d). No assignment or sale of a participation under this Section 10.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to a Conduit TrusteeSection 2.03.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each LenderTransferor, the Lender AgentsAgent, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Secured Parties and their respective successors and permitted assigns. Each Indemnified Party shall be an express third party beneficiary of this Agreement. Each Lender and their its respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and all or any part of such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that, as applicable, (x) unless otherwise consented to by Ares, Xxxxx Fargo shall (A) not assign, or grant a security interest or sell a participation interest in its Commitments such that prior Xxxxx Fargo and its Affiliates would hold Commitments constituting less than 51% of the Maximum Facility Amount and (B) retain all approval rights pursuant to clause 11 of the definition of “Eligibility Criteria” set forth in Schedule III and (y) unless the Borrower and the Agent shall otherwise consent, a Lender may only assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate of such Lender or to other Lenders hereunder and Affiliates of such Lenders; 159 provided further that, if an Event of Default (unless waived has occurred and is continuing, a Lender may assign its rights and obligations under this Agreement or rescinded), any Advance to any Person with the consent of the Borrower Agent (such consent not to be unreasonably withheldwithheld or delayed) shall be required for (x) a Liquidity Bank to assign to but without any Eligible Assignee consent from the Borrower; provided further that is not a Liquidity Bankbefore an Event of Default has occurred, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of assign its rights and obligations under this Agreement or any Advance to secure any Person (other than an Ares Competitor) with the consent of each of the Borrower and the Agent (such consent not to be unreasonably withheld or delayed); provided further that any Lender may assign, or sell a participation in, all or a portion its rights and obligations hereunder and interest herein in or under its Advances without any consent from the Borrower or the Agent upon such Lender’s good faith determination that such assignment or participation is required for regulatory reasons or by Applicable Law (provided that such Lender gives written notice of such Conduit Lenderassignment or participation, without which notice to shall identify the material regulatory or consent of the Borrower, the Servicer legal reasons necessitating such assignment or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoparticipation). Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. Notwithstanding anything contained in this Agreement to the contrary, (i) Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person and (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.23(b), the Agent shall have the right to cause such Person to assign its entire interest in the Advances and this Agreement to a transferee selected by the Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 11.04(a). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Equityholder, the Transferor or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit TrusteeDocument.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance or L/C Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson other than the Borrower or an Affiliate thereof; provided that prior that, (x) unless the Borrower shall otherwise consent, a Lender may only assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate or a Permitted Assignee who is not a Prohibited Transferee, (y) after an Event of Default (unless waived or rescinded)has occurred, consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to Lender may assign its rights and obligations hereunder to any Eligible Assignee that is not a Liquidity Bank, a Person and (z) any Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender shall not need prior consent to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge assign, or grant a security interest or Lien in all sell a participation interest in, any Advance or L/C Advance (or portion thereof) to a Liquidity Bank or any portion commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit related Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoAgent. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N O hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, in (iA) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (iiB) any Advance (or portion thereof) Advances or any Revolving Note (or any portion thereof) to any Eligible Assignee); provided that prior to any such sale or assignment hereunder (1) if an Event of Default is not Continuing, shall be either (unless waived i) to an Affiliate of the related assignor, or rescinded)(ii) to any other Eligible Assignee, subject to the prior consent of the Borrower (and the Administrative Agent, such consent not to be unreasonably withheld, or (2) if an Event of Default is Continuing, shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is or any Competitor; provided, any Lender who proposes to sell or assign all or any part of its rights and obligations hereunder (a “Lender Interest”) to a Competitor shall first make a written offer to FSIC to sell such Lender Interest. FSIC shall have the right (but not a Liquidity Bank, a Conduit Lender in the obligation) within five Business Days of such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional notice from the Lender to assign purchase such Lender Interest at a purchase price equal to any Eligible Assignee that is not an Affiliate 100% of such LenderLender Interest plus accrued interest and fees thereunder; provided, if FSIC does not purchase the Lender Interest within such five Business Day period, such Lender shall be free to sell its Lender Interest to a Competitor; and provided, further, thatthe Lender Interest assigned to FSIC (or its Affiliates), including the Pro Rata Share of the Commitment included therein, shall be disregarded in determining any consent or approval of the Lenders or Required Lenders hereunder. The limitations on assignment to a Conduit Lender may at Competitor set forth in this Agreement, including this Section 11.04, do not, and shall not be interpreted to, limit in any time pledge manner the rights and remedies granted under Article VII with respect to the disposition under the UCC or grant a security interest or Lien in Applicable Law of all or any portion of its rights under this Agreement to secure the Collateral Portfolio, including any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretoLoan Assets. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall (i) execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent and (ii) pay any related customary processing fees to the Administrative Agent. None of the Borrower, the Transferor or the Servicer The Borrower may not assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the Transferee Letter parties hereto, their respective successors and assigns permitted hereby, participants to the extent provided by the applicable provisions of the Agreement and, to the extent expressly contemplated thereby, the related parties of each of the Administrative Agent, the Lender Agents and the Lenders) any legal or Joinder Supplement equitable right, remedy or claim under or by reason of this Agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (a) shall restrict or delay be treated for purposes of this Agreement as a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit sale by such Lender of a participation in its Lender Group or to grant a security interest such rights and obligations in its interests hereunder to a Conduit Trustee.accordance with the applicable provisions of the Agreement. 117

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender AgentsBackup Servicer, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Lender’s Bank and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of by the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of and its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent successors and assigns. None of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from the Backup Servicer may assign any of its rights and obligations hereunder, hereunder or substitute any such pledgee interest herein without the prior written consent of the Lender. The parties to each assignment or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks made pursuant to become a Lender hereunder) this Section 9.04 shall execute and deliver to the ServicerLender, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such an assignment and acceptance agreement (an “Assignment and Acceptance”) or a participation agreement or document other transfer instrument reasonably satisfactory in form and substance to the Lender and the Borrower. Each such assignment or participation shall be effective as may be of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording thereof as described in the preceding sentence. The Lender shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 9.04. The Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower and the Pledged Assets furnished to the Lender by or on behalf of the Borrower or the Servicer; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to such parties and the applicable Lender Agent. None of Lender, the Borrower, the Transferor Servicer and such assignee or the Servicer may assign, participant or permit proposed assignee or participant) any Lien to exist upon, any of its rights information obtained which is not already publicly known or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteeavailable.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the ServicerPortfolio Manager, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s 's rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Unmatured Event of Default or Event of Default has occurred and is continuing, no such assignment, grant or sale shall be permitted (unless waived x) to a Disqualified Institution or rescinded), (y) without the prior written consent of the Borrower (unless such assignment, grant or sale is to a Lender or an Affiliate of a Lender), such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group conditioned or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretodelayed. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the ServicerPortfolio Manager, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N J hereto (a “Transferee Letter”) "Assignment and a fully-executed Joinder SupplementAcceptance"). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor or the Servicer Portfolio Manager may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing Each Lender that sells a participation to any Person (a "Participant") shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Loans or other obligations under the Transaction Documents (the "Participant Register"); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this AgreementAgreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender Administrative Agent (in its Lender Group or to grant capacity as Administrative Agent) shall have no responsibility for maintaining a security interest in its interests hereunder to a Conduit Trustee.Participant Register. 122

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance or the I/O Notional Loan (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Event of Default (unless waived or rescinded)has occurred, consent of the Borrower has provided its written consent (and, other than with respect to a Disqualified Institution, such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or Lender (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (whichbut, for the avoidance of doubt, no such consent of the Borrower shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include be required for any such grantee grant of a security interest at the time of completionto a Federal Reserve bank, but not before, of any foreclosure on such security interest where such grantee seeks an assignment to become a Lender hereunder) or an Affiliate of a Lender that is not a Disqualified Institution or an assignment that is required by Applicable Law). Any such assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender AgentsCollateral Agent, the Collateral AgentAdministrator, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such LenderXxxxxx’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance or the I/O Notional Loan (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Event of Default (unless waived or rescinded)has occurred and is continuing, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or Lender (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (whichbut, for the avoidance of doubt, no such consent of the Borrower shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include be required for any such grantee grant of a security interest at the time of completionto any Person, but not before, of any foreclosure on such security interest where such grantee seeks an assignment to become a Lender hereunder) or an Affiliate of a Lender, an assignment to a Person that is not a Disqualified Institution or an assignment that is required by Applicable Law). Any such assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, in (i) this Agreement and such Lender’s 's rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson (excluding any natural person); provided that prior to an that, so long as no Unmatured Event of Default or Event of Default has occurred and is continuing, the Borrower (unless waived or rescinded), consent the Servicer on behalf of the Borrower Borrower) has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) to such assignment to (x) any Competitor, (y) any Person (including a Lender or an Affiliate of a Lender) if, after giving effect to such assignment, Xxxxxx Xxxxxxx would cease to be a Lender or would be the Lender with respect to less than 30% of the aggregate Commitments of the Lenders, or (z) any Person that is not a Lender or an Affiliate of a Lender (such consent under this clause (z) to be required only during the Revolving Period); provided, further, USActive 55125247.5 177 that no such consent of the Borrower (or the Servicer on behalf of the Borrower) shall be required for (x1) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser sale of a participation interest to any Person (other than, prior to the occurrence and continuation of an Unmatured Event of Default or the grantee Event of Default, a Competitor), (2) an assignment to a Lender or an Affiliate of a security interestLender if the conditions set forth in clause (y) above are not met, but which shall include any or (3) an assignment that is required by Applicable Law (and, prior to the occurrence and continuation of an Unmatured Event of Default or Event of Default, such grantee of Lender agrees to use reasonable efforts to assign to a security interest at the time of completion, but Person that is not before, of any foreclosure on a Competitor). Any such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a “Transferee Letter”"Assignment and Acceptance") and or a fully-fully executed Joinder Supplement, as applicable. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor, the SPV Transferor or the Servicer may assign, or permit any Lien (except Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing , other than any assignment effected in this Agreement, connection with a transaction that meets the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteerequirements of Section 5.04(a).

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Borrower (which consent shall not be unreasonably withheld), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Variable Funding Note (or any portion thereof) to any Eligible AssigneePerson; provided that that, (w) a Lender may assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate or a Permitted Assignee without the prior to consent of the Borrower, (x) after an Event of Default (unless waived or rescinded)has occurred, a Lender may assign its rights and obligations hereunder to any Person without the prior consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity BankBorrower, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge shall not need prior consent from the Borrower to assign, or grant a security interest or Lien in sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent and (z) any Lender may assign or participate all or any a portion of its rights interests hereunder or under this Agreement to secure any obligations of such Conduit Lender, its Variable Funding Note without notice to or the consent of the Borrower, the Servicer Borrower upon such Lender’s good faith determination that such assignment or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee participation is required for such Conduit Lender as a party heretoregulatory reasons. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N M hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. For the avoidance of doubt, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the 143 applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent, other than any assignment effected in connection with a transaction that meets the requirements of Section 5.04(a). Nothing in In addition, without limiting the foregoing, this Agreement, Agreement shall not be assigned within the Transferee Letter meaning of the Advisers Act by GCIC Senior Loan FundGC Advisors LLC without the consent of the Borrower. Such consent may be evidenced through the Borrower’s failure to object to an assignment or Joinder Supplement shall restrict or delay a Conduit Lender’s ability intended assignment following appropriate notice to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trusteethe Borrower from GCIC Senior Loan FundGC Advisors LLC.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian party hereto and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however that (i) the commercial paper, if any, issued by any assignee of the Lender or its successors and assigns shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment, (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) assignee shall be required for a Qualified Institutional Buyer and (xiii) a Liquidity DZ Bank to assign to shall remain the Agent hereunder after any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent assignment. None of the Borrower, the Servicer Servicer, the Backup Servicer, the Custodian or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from the Agent’s Bank may assign any of its rights and obligations hereunder, hereunder or substitute any such pledgee interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks made pursuant to become a Lender hereunder) this Section 9.04 shall execute and deliver to the ServicerAgent, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such an assignment and acceptance agreement (an “Assignment and Acceptance”) or a participation agreement or document as may be other transfer instrument reasonably satisfactory in form and substance to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative AgentBorrower. Nothing Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording thereof as described in the preceding sentence. The Agent shall notify the Borrower of any assignment or participation thereof made pursuant to this AgreementSection 9.04. The Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the Transferee Letter assignee or Joinder Supplement participant or proposed assignee or participant any information relating to the Borrower and the Pledged Assets furnished to the Lender by or on behalf of the Borrower or the Servicer; provided, however, that the Lender shall restrict not disclose any such information until it has obtained an agreement from such assignee or delay a Conduit Lender’s ability participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to assign its interests hereunder to its Liquidity Bank the Agent and such assignee or an Affiliate 102 participant or to proposed assignee or participant) any other Conduit Lender in its Lender Group information obtained which is not already publicly known or to grant a security interest in its interests hereunder to a Conduit Trusteeavailable.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Equityholder, the Facility Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Subject to Section 11.04(b) below, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, delayed or conditioned and (y) required if an Event of Default has occurred and is continuing), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that that, notwithstanding the foregoing, (A) without the prior to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity BankBorrower, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or assign, grant a security interest or Lien in sell a participation in, its rights and obligations hereunder to an Affiliate; and (B) any Lender may assign or participate all or any a portion of its rights under this Agreement interests hereunder upon such Lender’s good faith determination that such assignment or participation is required for regulatory reasons, so long as such Lender provides written notice to secure any obligations the Borrower of such Conduit Lenderassignment or participation, which notice shall identify the material regulatory reasons necessitating such assignment or participation, and the Borrower and such Lender shall cooperate to facilitate the assignment of such interests to an assignee reasonably satisfactory to the Borrower to the extent permissible pursuant to such regulations. For the avoidance of doubt, during the continuation of an Event of Default or at any time following the Termination Date, a Lender may assign its rights and obligations hereunder to any Person without notice to or the prior consent of the Borrower. Notwithstanding anything contained in this Agreement to the contrary, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, i) for the avoidance of doubt, no Lender shall need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person (provided that, prior to the occurrence and continuation of an Event of Default, such Person is not include a Competitor), and (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.22(b), the purchaser of Facility Agent shall have the right to cause or direct such Person to assign its entire interest in the Advances and this Agreement to a participation interest or transferee selected by the grantee of a security interestFacility Agent and the Borrower, but in an assignment which satisfies the conditions set forth above. Any such assignee shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) shall execute and deliver to the Servicer, the Borrower and the Administrative Facility Agent (with a copy to the Collateral Agent) a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder SupplementSupplement -157- and each such Lender shall be deemed to represent and warrant that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 1940 Act. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender, and such Lender shall forward any such agreements or documents, as applicable, to the Facility Agent. None of the Borrower, the Transferor Equityholder or the Servicer may assign, or permit any Lien (other than Permitted Liens) to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Facility Agent. Nothing The Borrower agrees that each participant shall be entitled to the benefits of Section 2.10 and Section 2.11 (subject to the requirements and limitations therein, including the requirements under Section 2.11(g) (it being understood that the documentation required under Section 2.11(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to this Section 11.04; provided that, such participant (A) agrees to be subject to the provisions of Section 2.23 as if it had acquired its interest by assignment pursuant to this Section 11.04; and (B) shall not be entitled to receive any greater payment under Section 2.10 or Section 2.11, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in Applicable Law that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.23 with respect to any participant. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Advances or other obligations under the Transaction Documents (the “Participant Register”); provided that, subject to the notice requirements set forth above in this Agreementclause (a), no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and proposed Section 1.163-5(b) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender Facility Agent (in its Lender Group or to grant capacity as Facility Agent) shall have no responsibility for maintaining a security interest in its interests hereunder to a Conduit TrusteeParticipant Register.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Calculation Agent, the Portfolio Asset Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld)assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to unless an Unmatured Event of Default (unless waived or rescinded)Event of Default has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee Person that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien that in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder no circumstance (whichincluding, for the avoidance of doubt, shall not include after the purchaser occurrence and during the continuation ofunless an Unmatured Event of a participation interest Default or the grantee Event of a security interestDefault has occurred and is continuing) may any Lender assign, but which shall include any such grantee of or grant a security interest at the time of completionin (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part or (ii) any Advance (or portion thereof), but not before, of any foreclosure on to a Competitor. Any such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the ServicerCalculation Agent, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) fully‐executed Assignment and a fully-executed Joinder SupplementAssumption Agreement. The parties to any such assignment, grant or sale of a participation interest assignment shall execute and deliver to the related Lender Administrative Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Administrative Agent. None of Neither the Borrower, Borrower nor the Transferor or the Applicable Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each the Majority Lenders unless otherwise contemplated hereby. Each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay may sell a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest participation in its interests hereunder as provided in Section 11.04(d). No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to a Conduit TrusteeSection 2.03.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender AgentsCollateral Agent, the Collateral AgentAdministrator, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such LenderXxxxxx’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance or the I/O Loan (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Event of Default (unless waived or rescinded)has occurred and is continuing, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or Lender (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (whichbut, for the avoidance of doubt, no such consent of the Borrower shall not include be required for an assignment of the purchaser I/O Loan (or portion thereof), any grant of a security interest or sale of a participation interest to any Person, an assignment to a Lender or the grantee an Affiliate of a security interest, but which shall include any Lender or an assignment that is required by Applicable Law). Any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder Supplement). The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, Freedom Financial, the Servicer, the Administrative AgentAdministrator, each Lenderthe Custodian, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), Lender and its successors and assigns without the consent of the Borrower (such or any other party hereto other than the Administrator, which consent shall not to unreasonably be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group delayed or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit conditioned. The Lender may at any time pledge or grant a security interest or Lien sell participations in all or any a portion of its rights and obligations under this Agreement to secure any obligations without the consent of such Conduit Lender, without notice to or consent the Borrower. None of the Borrower, the Servicer Servicer, Freedom Financial, the Administrator or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from the Custodian may assign any of its rights and obligations hereunder, hereunder or substitute any such pledgee interest herein without the prior written consent of the Lender. The parties to each assignment or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks made pursuant to become a Lender hereunder) this Section 9.04 shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent Administrator for its acceptance and recording in its books and records, such an assignment and acceptance agreement (an “Assignment and Acceptance”) or a participation agreement or document other transfer instrument reasonably satisfactory in form and substance to the Administrator (in the case of an Assignment and Acceptance) and the Borrower. Each such assignment or participation shall be effective as may be of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Administrator shall notify the Borrower of any assignment thereof made pursuant to this Section 9.04. The Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower and the Pledged Assets furnished to the Lender by or on behalf of the Borrower or the Servicer; provided, however that the Lender shall obtain an agreement from such assignee or participant or proposed assignee or participant that they shall treat as confidential (under terms mutually satisfactory to the Administrator and such parties assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available. The Borrower and Freedom Financial shall fully cooperate with the Administrator and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group effecting any assignment or to grant a security interest in its interests hereunder to a Conduit Trusteeparticipation hereunder, including, without limitation, making such management personnel, information and resources available as shall be reasonably requested by the Administrator.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowerCompany, the Servicer, the Administrative Agent, each LenderManager, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian Lenders and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such Lender’s the Lenders’ rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) or by the Lenders and their successors and assigns; provided, however, (i) MLMCI shall remain the Agent hereunder after any such assignment, and (ii) such assignment is to an Affiliate of MLMCI or, with the consent of the Company (which consent shall not be unreasonably withheld and shall not be required at any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to time an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheldshall have occurred) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee other Person that is not an Affiliate of such Lender; providedMLMCI. Neither the Company, further, that, a Conduit Lender the Servicer nor the Manager may at assign any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure and obligations hereunder or any obligations of such Conduit Lender, interest herein without notice to or the prior written consent of the Borrower, Lenders and the Servicer Agent. The parties to each assignment or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks made pursuant to become a Lender hereunder) this Section 10.04 shall execute and deliver to the ServicerAgent, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such an assignment and acceptance agreement (an “Assignment and Acceptance”) or a participation agreement or document as may be other transfer instrument reasonably satisfactory in form and substance to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative AgentCompany. Nothing Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording thereof as described in the preceding sentence. The Agent shall notify the Company of any assignment or participation thereof made pursuant to this AgreementSection 10.04. The Lenders may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 10.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Company and the Collateral furnished to the Lenders by or on behalf of the Company, the Transferee Letter Servicer or Joinder Supplement the Manager; provided, however, that no Lender shall restrict disclose any such information until it has obtained an agreement from such assignee or delay a Conduit Lender’s ability participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to assign its interests hereunder to its Liquidity Bank the Agent and such assignee or an Affiliate participant or to proposed assignee or participant) any other Conduit Lender in its Lender Group information obtained which is not already publicly known or to grant a security interest in its interests hereunder to a Conduit Trusteeavailable.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Event of Default (unless waived or rescinded)has occurred, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank Lender (but, for the avoidance of doubt, no such consent of the Borrower shall be required for any grant of a security interest or (y) an Institutional Lender to assign sale of a participation interest to any Eligible Assignee that is not Person, an assignment to a Lender or an Affiliate of such Lendera Lender or an assignment that is required by Applicable Law); provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge the Facility Maturity Date has not been declared or grant has not automatically occurred, the Borrower has provided its written consent to any assignment to a Disqualified Institution; provided, further, that the applicable Lender shall provide to the Borrower not less than two Business Days’ prior written notice of any proposed assignment (except in the case of an assignment to a Lender or an Affiliate of a security interest or Lien shall not release such Conduit Lender from any Lender) and the identity of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party heretothe proposed assignee. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N K hereto (an “Assignment and Acceptance”). Each assignee shall confirm in such Assignment and Acceptance that it is a “Transferee Letter”) and qualified purchaser” under the 1940 Act. No such assignee shall be entitled to receive any greater payment under Section 2.10 hereof than such assignor would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a fully-executed Joinder Supplementtime when the circumstances giving rise to such greater payment did not exist. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, (i) an express undertaking to comply with Section 12.11 hereof as if the participant were a Lender and (ii) such other agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. None of the BorrowerBorrower or, the Transferor or except in connection with a Permitted Equityholder Transaction, the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agentassign, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or and/or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible AssigneePerson; provided that prior to an that, so long as no Default or Event of Default (unless waived or rescinded)has occurred, consent of the Borrower has provided its written consent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for (x) a Liquidity Bank to assign such assignment to any Eligible Assignee Person that is a Disqualified Institution, or is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or Lender (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (whichbut, for the avoidance of doubt, no such consent of the Borrower shall not include the purchaser be required for any grant of a security interest or sale of a participation interest to any Person, an assignment to a Lender or the grantee an Affiliate of a security interestLender, but which shall include any an assignment to a Person that is not a Disqualified Institution or an assignment that is required by Applicable Law). Any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially assignment and acceptance agreement in the form of Exhibit N M hereto (a “Transferee LetterAssignment and Acceptance”) and ). No such assignee shall be entitled to receive any greater payment under Section 2.11 hereof than such assignor would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a fully-executed Joinder Supplementtime when the circumstances giving rise to such greater payment did not exist. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document (i) an express undertaking to comply with Section 12.12 hereof as may be satisfactory to such parties and if the applicable participant were a Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.and

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender AgentsBackup Servicer, the Collateral Custodian, Agent, the Account Bank, the Collateral Custodian ’s Bank and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this This Agreement and such each Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) or by each Lender and its successors and assigns to (i) any existing Lender, (ii) any Advance Affiliate of any existing Lender or (iii) any other Person acceptable to Agent and, as long as no Early Amortization Event has occurred, Borrower (which acceptance shall not be unreasonably withheld or portion thereofdelayed by Borrower); provided, however, that the aggregate outstanding principal amount (determined as of the effective date of the applicable assignment) or any Revolving Note (or any portion thereof) of the Loans and commitments subject to any Eligible Assignee; provided that prior such assignment shall be an integral multiple of $5,000,000, unless such assignment is made to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit existing Lender in such Liquidity Bank’s Lender Group or an Affiliate or of a Liquidity Bank any existing Lender, is of the assignor’s (together with its Affiliates entire interest in the Loans or (y) an Institutional Lender to is made with the prior consent of Agent. None of Borrower, Servicer or Backup Servicer may assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure and obligations hereunder or any obligations of such Conduit Lender, interest herein without notice to or the prior written consent of Agent and any attempt to the Borrower, the Servicer contrary shall be null and void. The parties to each assignment or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks made pursuant to become a Lender hereunder) this Section 10.04 shall execute and deliver to the ServicerAgent, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such an assignment and acceptance agreement (an “Assignment and Acceptance”) or a participation agreement or document as may be other transfer instrument reasonably satisfactory in form and substance to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agentassignor shall deliver to Agent a processing and recordation fee of $2,500. Nothing Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording thereof and delivery of the processing and recordation fee, in each case as described in the preceding sentence. Agent shall notify Borrower of any assignment or participation thereof made pursuant to this AgreementSection 10.04. Each Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 10.04, disclose to the Transferee Letter assignee or Joinder Supplement participant or proposed assignee or participant any information relating to Borrower and the Pledged Assets furnished to such Lender by or on behalf of Borrower or Servicer; provided, however, that such Lender shall restrict not disclose any such information until it has obtained an agreement from such assignee or delay a Conduit Lender’s ability participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to assign its interests hereunder to its Liquidity Bank Agent and such assignee or an Affiliate participant or to proposed assignee or participant) any other Conduit Lender in its Lender Group information obtained which is not already publicly known or to grant a security interest in its interests hereunder to a Conduit Trusteeavailable.