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 Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee shall execute and deliver to 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. The Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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 Agent and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may assign, 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: to any Person other than the Borrower or an Affiliate thereof; provided that (ix) prior to the occurrence of an so long as no Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of Default has occurred, unless the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such shall otherwise consent, a Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time may only assign, or syndicate, grant a security interest or sell a participation interest in, any Advance (or portion thereof) its rights and obligations hereunder to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent and (zy) if any after an Event of Default has occurred, a Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to may assign its entire interest in the Advances rights and this Agreement pursuant obligations hereunder to this Section 12.04(a) to a transferee selected by the Administrative Agentany Person without restriction. Any such 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. The Borrower shall not fullest extent effective under Applicable Law (nor shall it permit including Section 9-408 of the SellerUCC), none of the Borrower, the Collateral Manager Transferor, the Parent or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Revolving Note (or any portion thereof) to: (i) to any Eligible Assignee; provided that prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written , consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if ) shall be required by any change in Applicable Law with prior written notice to the Borrower; and for (iix) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or to assign to any commercial paper conduit sponsored by Person that is not a Liquidity Bank or an Affiliate of its related Lender Agent and a Liquidity Bank or (zy) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting an Institutional Lender to assign to any Person that is not an Affiliate of such Lender; provided, further, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its entire interest in the Advances and rights under this Agreement pursuant to this Section 12.04(a) 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 transferee selected by the Administrative Agentsecurity interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such Conduit Lender as a party hereto. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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 can restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement or under a Liquidity Agreement to secure obligations of such Lender to a Federal Reserve BankBank or any central bank, 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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) If a Lender (i) is a Defaulting Lender, (ii) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and the Majority Lenders consented (whether pursuant to Section 12.01 or otherwise), or (iii) requests that the Administrative Agent deliver a demand for payment by the Borrower of amounts payable pursuant to Section 2.10(a) or (b), then, in addition to any other rights and remedies that any Person may have, the Borrower may, by notice to the applicable Lender Agent within 120 days after such event (with a copy of such notice concurrently delivered to the Administrative Agent), require such Lender Group to assign all of its rights and obligations under the Transaction Documents to one or more Eligible Assignees specified by the Borrower or the Administrative Agent within 20 days after the Borrower’s notice. The Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such assignment if any member of the affected Lender Group fails to execute same. The affected Lender Agent on behalf of the Lender Group shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Transaction Documents, including all principal, interest and fees through the date of assignment (and including, for the avoidance of doubt, any amounts payable pursuant to Section 2.10(a) or (b) the request for which resulted in the application of this Section 12.04(c)). (d) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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. With Each Lender and their respective successors and assigns may assign (with the written consent of the Administrative Agent (Agent, such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Revolving Note (or any portion thereof) to: (i) to any Eligible Assignee; provided that prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days Default (unless waived or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written rescinded), consent of the Borrower (such consent not to be unreasonably withheld); c. ) 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 with prior written notice to the BorrowerLender; or d. any Personprovided, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Defaultfurther, any Person with prior written notice to the Borrower; ; provided that, (y) any a Conduit Lender shall not need prior consent to may at any time assign, pledge or grant a security interest or sell 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 inor the grantee of a security interest, but which shall include any Advance (or portion thereofsuch 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) to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement or under a Liquidity Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) If a Lender (i) is a Defaulting Lender, (ii) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and the Majority Lenders consented (whether pursuant to Section 12.01 or otherwise), or (iii) requests that the Administrative Agent deliver a demand for payment by the Borrower of amounts payable pursuant to Section 2.10(a) or (b), then, in addition to any other rights and remedies that any Person may have, the Borrower may, by notice to the applicable Lender Agent within 120 days after such event (with a copy of such notice concurrently delivered to the Administrative Agent), require such Lender Group to assign all of its rights and obligations under the Transaction Documents to one or more Eligible Assignees specified by the Borrower or the Administrative Agent within 20 days after the Borrower’s notice. The Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such assignment if any member of the affected Lender Group fails to execute same. The affected Lender Agent on behalf of the Lender Group shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Transaction Documents, including all principal, interest and fees through the date of assignment (and including, for the avoidance of doubt, any amounts payable pursuant to Section 2.10(a) or (b) the request for which resulted in the application of this Section 12.04(c)). (d) Upon the effectuation of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents pursuant to Section 12.04(a) or Section 12.04(c) and the delivery to the Administrative Agent of all assignment documentation and the Transferee Letter, the Administrative Agent shall revise Annex A to reflect such assignment. (e) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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 Agent and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may assign, 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any Person other Person with the prior written consent of than the Borrower (such consent not to be unreasonably withheld); c. any or an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; thereof; provided that, (yx) any Conduit so long as no Event of Default has occurred, unless the Borrower shall otherwise consent, a Lender shall not need prior consent to at any time may only assign, or syndicate, grant a security interest or sell a participation interest in, any Advance (or portion thereof) its rights and obligations hereunder to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent and (zy) if any after an Event of Default has occurred, a Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to may assign its entire interest in the Advances rights and this Agreement pursuant obligations hereunder to this Section 12.04(a) to any Person who is not a transferee selected by the Administrative AgentFifth Street Competitor. Any such 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. The Borrower shall not fullest extent effective under Applicable Law (nor shall it permit including Section 9-408 of the SellerUCC), none of the Borrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of each Loan Party, the BorrowerServicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) to any Person; provided that, so long as no Default or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , conditioned or delayed) to such assignment to any Person that is a Disqualified Institution, or is not a Lender or an Affiliate of a Lender (but, for the avoidance of doubt, no such Lender with prior written notice to consent of the Borrower; or d. Borrower shall be required for any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence grant of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell sale of a participation interest into any Person, any Advance (or portion thereof) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of its related Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) an assignment to a transferee selected Person that is not a Disqualified Institution or an assignment that is required by the Administrative AgentApplicable 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 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. The Borrower shall not (nor shall it permit the SellerNone of any Loan Party, the Collateral Manager Originator or the Equityholder to) 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. 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 Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment.

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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: to any Person other than the Borrower or an Affiliate thereof; provided that (ix) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written , consent of the Borrower (such consent not to be unreasonably withheld); c. ) shall be required to assign to any Person that is not an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, and (y) consent of the Borrower shall be required to assign to any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative AgentServicer, each the Lender, the Lender AgentsBackup Servicer, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Lender’s Bank and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may assign, 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) and/or (ii) by the Lender and its successors and assigns. None of the Borrower, the Servicer or the Backup Servicer may assign any Advance (or portion thereof) of its rights and obligations hereunder or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with interest herein without the prior written consent of the Borrower (such consent not Lender. The parties to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, each assignment or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement made pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee 9.04 shall execute and deliver to 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 assignmentLender, 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. The Borrower shall not (nor shall it permit the SellerLender, the Collateral Manager Borrower, the Servicer and such assignee or the Equityholder toparticipant or proposed assignee or participant) assign, any information obtained which is not already publicly known 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 Agentavailable. (b) Notwithstanding Whenever the term “Lender” is used herein, it shall mean Xxxxxx Xxxxxxx and/or any other provision Person which shall have executed an Assignment and Acceptance; provided, however, that each such party shall have a pro rata share of this Section 12.04the rights and obligations of the Lender hereunder in 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. Unless otherwise specified herein, any Lender may right at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such the Lender to enforce any remedy, shall be exercised by the Lender only upon direction by such parties that hold a Federal Reserve Bank, without notice to or consent majority of the Borrower or the Administrative Agent; provided that no Commitment Percentages at such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such Lender as a party heretotime. (c) Each Affected Party Subject to Section 9.04(a), each of the parties hereto hereby agrees to execute any amendment to this Agreement that is required in order to facilitate the addition of any new Lender hereunder as contemplated by this Section 9.04 and each Indemnified Party shall be an express third party beneficiary of this Agreementwhich does not have any adverse effect on the Borrower, the Originator, the Servicer or any Affiliate thereof.

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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of any Eligible Assignee; provided that unless an Event of Default: a. any Eligible Assignee with 90 days Default pursuant to Section 6.01(a) or (or such shorter period as agreed to by d) has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. ) shall be required for a Lender to assign to any Person that is not an Affiliate of such Lender with prior written notice to Lender; provided that at all times, Massachusetts Mutual Life Insurance Company and its Affiliates shall hold more than 50% of, (x) during the Borrower; or d. any PersonAvailability Period, if required by any change in Applicable Law with prior written notice to of the Borrower; and aggregate Commitment and (iiy) after the occurrence of any Event of DefaultAvailability Period, any Person with prior written notice Advances Outstanding unless agreed to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected writing by the Administrative AgentBorrower in its sole discretion. Any such assignee shall execute and deliver to the Borrower Borrower, the Facility Servicer, the 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. The Borrower shall not (Neither the Facility Servicer nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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 may sell a 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 Administrative AgentRegister or Participant Register, as applicable, pursuant to Section 2.03. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve BankBank (such agreement, 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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Any Lender may at any time (i) without the consent of, or notice to, the Borrower and (ii) without the consent of, but with notice to, the Administrative Agent, sell participations to any Person (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) (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 Participant 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; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.01(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Section 2.13 (subject to the requirements and limitations therein, including the requirement to provide the forms required by Section 2.13(e) (it being understood that the documentation required under Section 2.13(e) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such Participant (A) agrees to be subject to the provisions of Section 2.13 as if it were an assignee under paragraph (a) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.12 or 2.13, with respect to any participation, than its participating Lender would have been entitled to receive. (e) No assignment or participation shall be made to any Person that was a Competitor as of the date (the “Trade Date”) on which the assigning Lender or participating Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has provided prior written consent to such assignment or participation, in its sole and absolute discretion, in which case such Person will not be considered a Competitor for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or Participant that becomes a Competitor after the applicable Trade Date, (x) such assignee or Participant shall not retroactively be disqualified from becoming a Lender or Participant and, (y) with respect to an assignee, the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Competitor. (i) If any assignment or participation is made to any Competitor without the Borrower’s prior written consent in violation of clause (i) above, or if any Person becomes a Competitor after the applicable Trade Date, the Borrower may, at its sole expense and effort, upon notice to the applicable Competitor and the Administrative Agent, (A) terminate the Commitment of such Competitor and repay all obligations of the Borrower owing to such Competitor in connection with such Commitment and/or (B) require such Competitor to assign, without recourse (in accordance with and subject to the restrictions contained in this Section), all of its interest, rights and obligations under this Agreement to one or more Eligible Assignees at the lesser of (x) the principal amount thereof and (y) the amount that such Competitor paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder. (ii) Notwithstanding anything to the contrary contained in this Agreement, Competitors (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent, any other Lender or any other party hereto, (y) attend or participate in meetings attended by the Lenders, the Administrative Agent or any party hereto, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent, the Lenders or any other party hereto and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Competitor will be deemed to have consented in the same proportion as the Lenders that are not Competitors consented to such matter, and (y) for purposes of voting on any a plan of reorganization or plan of liquidation pursuant to any Bankruptcy Laws (“Debtor Relief Plan”), each Competitor party hereto hereby agrees (1) not to vote on such Debtor Relief Plan, (2) if such Competitor does vote on such Debtor Relief Plan notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Bankruptcy Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Debtor Relief Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Bankruptcy Laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each LenderServicer, the Lender AgentsTransferor, the Agent, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Secured Parties and their respective successors and permitted assigns. With the written consent Each Indemnified Party shall be an express third party beneficiary of the Administrative Agent (such consent not to be unreasonably withheld), each this Agreement. Each Lender and their its respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, as applicable, (yx) any Conduit Lender unless otherwise consented to by Ares, Xxxxx Fargo shall (A) not need prior consent to at any time 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 (other than an Ares Competitor) with the consent of the Agent (such consent not to be unreasonably withheld or delayed) but without any consent from the Borrower. Any such assignee shall execute and deliver to the Servicer, the Borrower and the Agent a fully-executed 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 a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Variable Funding Note (or an Affiliate of its related Lender Agent any portion thereof), to any Person and (zii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b2.23(b), then the Administrative Agent shall have the right to cause such Defaulting Lender Person to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee shall execute and deliver to , in an assignment which satisfies the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially conditions set forth in the form first sentence of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplementthis 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Equityholder, the Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Hedge Counterparty, each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, 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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may assign, 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) by the Lender and its successors and assigns; provided, however, that, prior to the occurrence of an Event of Default: a. Early Amortization Event, any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with assignment shall occur only upon the prior written consent of the Borrower (such Borrower, which consent shall not to be unreasonably withheld); c. ; and provided, further, that any Affiliate of such Lender with participation shall occur only upon prior written notice to the Borrower; or d. . None of the Borrower or the Backup Servicer may assign any Person, if required by of its rights and obligations hereunder or any change in Applicable Law with interest herein without the prior written notice consent of the Lender and the Agent. The parties to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, each assignment or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement made pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee 9.04 shall execute and deliver to 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 assignmentAgent, 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. The Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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. 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 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 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 Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available. (b) Notwithstanding Whenever the term “Lender” is used herein, it shall mean Autobahn and/or any other provision Person which shall have executed an Assignment and Acceptance; provided, however, that each such party shall have a pro rata share of this Section 12.04the rights and obligations of the Lender hereunder in 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. Unless otherwise specified herein, any Lender may right at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such the Lender to enforce any remedy, or instruct the Agent to take (or refrain from taking) any action hereunder, shall be exercised by the Agent only upon direction by such parties that hold a Federal Reserve Bank, without notice to or consent majority of the Borrower or the Administrative Agent; provided that no Commitment Percentages at such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such Lender as a party heretotime. (c) Each Affected Party of the parties hereto hereby agrees to execute any amendment to this Agreement that is required in order to facilitate the addition of any new Lender hereunder as contemplated by this Section 9.04. (d) In connection with the grant of any participation by the Lender hereunder, (i) the Lender’s obligations under this Agreement shall remain unchanged; (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and each Indemnified Party (iii) the Borrower, the Agent and any other Lenders shall be an express third party beneficiary of continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With Each Lender and their respective successors and assigns may assign (with the written consent of the Administrative Agent (Agent, such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of Eligible Assignee; provided that unless an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. ) shall be required for any Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any assignee that is not already a Lender immediately prior to such assignee assignment shall execute and deliver to 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. The Borrower shall may not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.0410.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender Xxxxxx as a party hereto, as the case may be. (c) If a Lender (i) is a Defaulting Lender, (ii) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and the Majority Lenders consented (whether pursuant to Section 10.01 or otherwise), or (iii) requests that the Administrative Agent deliver a demand for payment by the Borrower of amounts payable pursuant to Section 2.09 or Section 2.10, then, in addition to any other rights and remedies that any Person may have, the Borrower may, by notice to the applicable Lender within 120 days after such event (with a copy of such notice concurrently delivered to the Administrative Agent), require such Lender to assign all of its rights and obligations under the Transaction Documents to one or more Eligible Assignees specified by the Borrower or the Administrative Agent within 20 days after the Borrower’s notice. The Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such assignment if any member of the affected Xxxxxx fails to execute same. The affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Transaction Documents, including all principal, interest and fees through the date of assignment (and including, for the avoidance of doubt, any amounts payable pursuant to Section 2.09(a) or (b) the request for which resulted in the application of this Section 10.04(c)). (d) Upon the effectuation of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents pursuant to Section 10.04(a) or Section 10.04(c) and the delivery to the Administrative Agent of all assignment documentation and the Transferee Letter, the Administrative Agent shall revise Schedule 1.01(a) to reflect such assignment. (e) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or ), to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of Eligible Assignee; provided that unless an Unmatured Event of Default: a. any Eligible Assignee with 90 days (Default or such shorter period as agreed to by Event of Default has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. ) shall be required for a Lender to assign to any Person that is not an Affiliate of such Lender with prior written notice to the BorrowerLender; or d. any Personprovided, if required by any change further, that in Applicable Law with prior written notice to the Borrower; and no circumstance (ii) after the occurrence of any unless an Unmatured Event of Default, Default or Event of Default has occurred and is continuing) may any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest in (i) this Agreement and such Lender's rights and obligations hereunder and interest herein in whole or sell a participation interest in, in part or (ii) 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative AgentCompetitor. Any such assignee shall execute and deliver to the Calculation 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). The Neither the Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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 may sell a 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 Administrative AgentRegister or Participant Register, as applicable, pursuant to Section 2.03. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve BankBank (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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) Each Affected Party and 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; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.01(b) that affects such Participant.

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. With the prior written consent of the Borrower and the Administrative Agent (such consent which consents shall not to be unreasonably withheldwithheld or delayed), each Lender and their respective successors and assigns may assign, or grant a security interest or sell a participation interest in, assign (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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (x) a Lender may assign its rights and obligations hereunder to an Affiliate without the prior consent of the Borrower or the Administrative Agent, (y) after an Event of Default has occurred and is continuing (that has not been waived), a Lender may assign its rights and obligations hereunder to any Conduit Lender shall not need Person without the prior consent to at any time assign, or grant a security interest or 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 the Borrower and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee must represent and warrant that it is a Qualified Lender and not a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person, 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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, other than any assignment effected in connection with a transaction that meets the requirements of Section 5.04(a). (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement Agreement, including to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Any Lender may at any time sell participations to any Person that represents and warrants that it is a Qualified Lender (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/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, the Collateral Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (iv) such Person shall have represented and agreed in writing (a copy of which writing shall be furnished to the Borrower, that (A) it is a Qualified Lender at the time of such sale, (B) it will be bound by the restrictions on transfer contained in this Section 11.04(d), and (C) such representations and agreements shall run to the benefit of and be enforceable by the Borrower; and (v) unless the grantee of such partication is an Affiliate of such Lender, the Borrower shall have consented to such sale of a participation (which consent shall not be unreasonably withheld or delayed). 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 of (and stated interest on) 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 Loan 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 and Section 1.163-5(b)(1) of the proposed 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10 and 2.11 (subject to the requirements and limitations therein, including the requirements under Section 2.11(d)-(g) (it being understood that the documentation required under Section 2.11(d)-(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 paragraph (a) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.22 as if it were an assignee under paragraph (a) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.10 or 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 Appicable Law that occurs after the Participant acquired the applicable participation.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each LenderServicer, the Lender AgentsTransferor, the Agent, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Secured Parties and their respective successors and permitted assigns. With the written consent Each Indemnified Party shall be an express third party beneficiary of the Administrative Agent (such consent not to be unreasonably withheld), each this Agreement. Each Lender and their its respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, as applicable, (yx) any Conduit Lender unless otherwise consented to by Ares, Xxxxx Fargo shall (A) not need prior consent to at any time assign, or grant a security interest or sell a participation interest in its Commitments such that 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 has occurred and is continuing, a Lender may assign its rights and obligations under this Agreement or any Advance to any Person with the consent of the Agent (such consent not to be unreasonably withheld or delayed) but without any consent from the Borrower; provided further that before an Event of Default has occurred, any Lender may assign its rights and obligations under this Agreement or any Advance to 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 assignment or participation, which notice shall identify the material regulatory or legal reasons necessitating such assignment or participation). Any such assignee shall execute and deliver to the Servicer, the Borrower and the Agent a fully-executed 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 a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent Person and (zii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b2.23(b), then the Administrative Agent shall have the right to cause such Defaulting Lender Person to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee shall execute and deliver to , in an assignment which satisfies the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially conditions set forth in the form first sentence of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplementthis 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Equityholder, the Transferor or the Equityholder to) 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 AgentDocument. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Hedge Counterparty, each Affected Party and each Indemnified Party shall be an express third party beneficiary 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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Revolving Note (or any portion thereof) to: (i) to any Eligible Assignee; provided that prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written , consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if ) shall be required by any change in Applicable Law with prior written notice to the Borrower; and for (iix) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or to assign to any commercial paper conduit sponsored by Person that is not a Liquidity Bank or an Affiliate of its related Lender Agent and a Liquidity Bank or (zy) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting an Institutional Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agentany Person that is not an Affiliate of such Lender. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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 can restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement or under a Liquidity Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) If a Lender (i) is a Defaulting Lender, (ii) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and the Majority Lenders consented (whether pursuant to Section 12.01 or otherwise), or (iii) requests that the Administrative Agent deliver a demand for payment by the Borrower of amounts payable pursuant to Section 2.10(a) or (b), then, in addition to any other rights and remedies that any Person may have, the Borrower may, by notice to the applicable Lender Agent within 120 days after such event (with a copy of such notice concurrently delivered to the Administrative Agent), require such Lender Group to assign all of its rights and obligations under the Transaction Documents to one or more Eligible Assignees specified by the Borrower or the Administrative Agent within 20 days after the Borrower’s notice. The Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such assignment if any member of the affected Lender Group fails to execute same. The affected Lender Agent on behalf of the Lender Group shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Transaction Documents, including all principal, interest and fees through the date of assignment (and including, for the avoidance of doubt, any amounts payable pursuant to Section 2.10(a) or (b) the request for which resulted in the application of this Section 12.04(c)). (d) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance or the I/O Loan (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Person; provided that, so long as no Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , 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 Lender with prior written notice to consent of the Borrower; or d. any Person, if Borrower shall be required by any change in Applicable Law with prior written notice to the Borrower; and for (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (yw) any Conduit Lender shall not need prior consent to at any time assign, or grant of a security interest or sell sale of a participation interest into any Person, any Advance (x) an assignment of the I/O Loan (or portion thereof) to any Person that is not a Liquidity Bank or any commercial paper conduit sponsored by Disqualified Institution, (y) an assignment to a Liquidity Bank Lender or an Affiliate of its related a Lender Agent and or (z) if an assignment that is required by Applicable Law (provided that notice of any Lender becomes a Defaulting Lender, unless such Lender assignment shall have been deemed be provided to no longer be a Defaulting Lender pursuant to Section 2.21(bthe Borrower), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent). 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 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, including rights to payment of principal and interestinterest with respect to the Advances and/or the I/O Notional Loan Amount and interest with respect to the I/O Loan, as applicable) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents, any Advance and/or the I/O Loan pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment. (e) 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 and Section 1.163-5(b) of the proposed 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant 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. With Prior to the written consent occurrence of an Event of Default, unless the Administrative Agent (such consent not to be unreasonably withheld)Borrower shall otherwise consent, each a Lender and their its respective successors and permitted assigns may only assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s its rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Affiliate who is not a Prohibited Transferee. After an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed Default has occurred, a Lender may assign its rights and obligations hereunder to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any . Any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank that is a Lender, Lender Agent or an Affiliate thereof or any commercial paper conduit sponsored by a Liquidity Bank that is a Lender, Lender Agent or an Affiliate of its related Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agentthereof. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Seller or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior Prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of , unless the Borrower shall otherwise consent (such which consent shall not to be unreasonably withheldwithheld or delayed); c. any , a Lender and 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 such Default has occurred, a Lender with prior written notice may assign its rights and obligations hereunder to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any . Any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank that is a Lender, Lender Agent or an Affiliate thereof or any commercial paper conduit sponsored by a Liquidity Bank that is a Lender, Lender Agent or an Affiliate of its related Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agentthereof. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Seller or the Equityholder to) 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. Notwithstanding any provision in this Agreement to the contrary, no Lender may assign its rights or obligations hereunder to the Borrower, the Servicer or any affiliate thereof. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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. With the prior written consent of the Administrative Agent Borrower (such which consent shall not to be unreasonably withheldwithheld or delayed), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (yx) any Conduit a Lender shall not need prior consent to at any time may assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) its rights and obligations hereunder to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate without the prior consent of its related Lender Agent the Borrower and (zy) if any Lender becomes a Defaulting Lender, unless such Lender shall have after an Event of Default has occurred (that has not been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(bwaived), then the Administrative Agent shall have the right to cause such Defaulting a Lender to may assign its entire interest in rights and obligations hereunder to any Person without the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by prior consent of the Administrative AgentBorrower. Any such 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. The parties to any such assignment, assignment or 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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). (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Any Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld) so long as no Event of Default has occurred (that has not been waived), sell participations interests in all or a portion of such Xxxxxx’s rights and obligations under this Agreement. With respect to any participation by a Lender, (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, and (iii) the Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Xxxxxx’s rights and obligations under this Agreement. 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; provided that such agreement or instrument may provide that such Lender will not, without the consent of the participant, agree to any amendment, modification or waiver described in Section 11.01(b) that affects such participant. The Borrower agrees that each participant shall be entitled to the benefits of Breakage Fees and Sections 2.10 and 2.11 (subject to the requirements and limitations therein, including the requirements under Section 2.11(d) (it being understood that the documentation required under Section 2.11(d) 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 (i) agrees to be subject to the provisions of Section 2.22 as if it were an assignee under this Section 11.04 and (ii) 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 referenced in Section 2.10(a) 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 2.22 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 of (and stated interest on) 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 Loan 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 Treasury Regulations and Section 1.163-5(b)(1) of the proposed 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Collateral 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. With Subject to Section 11.04(b) below, with the prior written consent of the Administrative Agent 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, 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, notwithstanding the foregoing, (yA) any Conduit a Lender shall not need prior consent to at any time may assign, or grant a security interest or sell a participation interest 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 Commitment (or any portion thereof) or Advance (or any portion 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; and (C) any Lender may assign or participate all or a portion of its interests hereunder without the consent of the Borrower 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 the Borrower of such assignment or participation, which notice shall identify the material regulatory reasons necessitating such assignment or participation. 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 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 a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent Person and (zii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b2.22(b), then the Administrative Agent shall have the right to cause or direct such Defaulting Lender Person to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent, in an assignment which satisfies the conditions set forth above. Any such assignee shall execute and deliver to the Collateral 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Equityholder or the Collateral Manager or the Equityholder to) 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. 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 clause (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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this AgreementAgreement (as applicable, to the extent any such party is not party hereto).

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. With the prior written consent of the Administrative Agent (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, 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) and/or (ii) any Advance (or portion thereof) to any Person (excluding any natural person); provided that, so long as no Unmatured Event of Default or any Variable Funding Note Event of Default has occurred and is continuing, the Borrower (or any portion thereof) to: (i) prior to the occurrence Servicer on behalf of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , conditioned or delayed) to such assignment to (x) any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided thatCompetitor, (y) any Conduit Person (including a Lender shall not need prior consent or an Affiliate of a Lender) if, after giving effect to at any time assignsuch 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 (1) any grant of a security interest or sell sale of a participation interest into any Person (other than, any Advance prior to the occurrence and continuation of an Unmatured Event of Default or Event of Default, a Competitor), (or portion thereof2) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of its related a Lender Agent if the USActive 55323723.3 conditions set forth in clause (y) above are not met, or (3) an assignment that is required by Applicable Law (and, prior to the occurrence and (z) if any Lender becomes a Defaulting Lendercontinuation of an Unmatured Event of Default or Event of Default, unless such Lender shall have been deemed agrees to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender use reasonable efforts to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative AgentPerson that is not a Competitor). 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 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor, the SPV Transferor or the Equityholder to) 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, other than any assignment effected in connection with a transaction that meets the requirements of Section 5.04(a). (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment. (e) 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 USActive 55323723.3

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of Holdings, the BorrowerCo‐ 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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Revolving Loan Note (or any portion thereof) to: (i) prior ), in each case, to the occurrence of any Eligible Assignee; provided that unless and until an Event of Default: a. any Eligible Assignee with 90 days (Default pursuant to Section 6.01(a) or such shorter period as agreed to by Section 6.01(d) has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Administrative Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such ) shall be required for a Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice assign to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to that is not an Eligible Assignee. Notwithstanding the Borrower; ; provided thatforegoing, in no event shall a Lender (yor its successors or assigns) any Conduit Lender shall not need prior consent to at any time transfer or assign, or grant a security interest or sell a participation interest in, its rights under clauses (i) or (ii) above to any Advance (or portion thereof) to Person that is a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent and (z) if any Lender becomes a Defaulting Disqualified Lender, unless such Lender shall have been deemed to no longer be including, for the avoidance of doubt, upon the occurrence or continuation of an Event of Default in respect of a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative AgentCo‐Borrower. Any such 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 ($3,500, unless waived or reduced by the Administrative Agent. 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 and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. The Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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 other information reasonably determined by the Administrative Agent. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights Agent to payment of principal be required by applicable regulatory authorities under applicable “know your customer” and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.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. With the prior written consent of the Administrative Agent Borrower (such which consent shall not to be unreasonably withheld), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: to any Person; provided that, (iw) 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 occurrence of Borrower, (x) after an Event of Default: a. Default has occurred, a Lender may assign its rights and obligations hereunder to any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with without the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent from the Borrower to at any time assign, or grant a security interest or 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) if any Lender becomes may assign or participate all or a Defaulting portion of its interests hereunder or under its Variable Funding Note without the consent of the Borrower upon such Lender, unless ’s good faith determination that such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agentassignment or participation is required for regulatory reasons. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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). In addition, without limiting the foregoing, this Agreement shall not be assigned within the meaning of the Advisers Act by 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 intended assignment following appropriate notice to the Borrower from Senior Loan FundGC Advisors LLC. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Hedge Counterparty, each Affected Party and each Indemnified Party shall be an express third party beneficiary 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. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance or the I/O (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Person; provided that, so long as no Unmatured Event of Default: a. any Eligible Assignee with 90 days (Default or such shorter period as agreed to by Event of Default has occurred, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , conditioned or delayed) to such assignment to any Person that is a Disqualified Institution, or is not a Lender or an Affiliate of a Lender (but, for the avoidance of doubt, no such Lender with prior written notice to consent of the Borrower; or d. Borrower shall be required for any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence grant of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell sale of a participation interest into any Person, any Advance (or portion thereof) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of its related Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) an assignment to a transferee selected Person that is not a Disqualified Institution or an assignment that is required by the Administrative AgentApplicable Law). Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interestinterest with respect to the Advances and/or the I/O Notional Loan Amount and interest with respect to the I/O Loan, as applicable) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents, any Advance and/or the I/O Loan pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment. (e) 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 and Section 1.163-5(b) of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest or demonstrable 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant 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. With Each Lender and their respective successors and assigns may assign (with the written consent of the Administrative Agent (Agent, such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Revolving Note (or any portion thereof) to: (i) to any Eligible Assignee; provided that prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days Default (unless waived or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written rescinded), consent of the Borrower (such consent not to be unreasonably withheld); c. ) 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 such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or (y) an Institutional Lender to assign to any commercial paper conduit sponsored by a Liquidity Bank or Eligible Assignee that is not an Affiliate of its related Lender Agent and (z) if any Lender becomes a Defaulting such Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement or under a Liquidity Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) If a Lender (i) is a Defaulting Lender, (ii) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and the Majority Lenders consented (whether pursuant to Section 12.01 or otherwise), or (iii) requests that the Administrative Agent deliver a demand for payment by the Borrower of amounts payable pursuant to Section 2.10(a) or (b), then, in addition to any other rights and remedies that any Person may have, the Borrower may, by notice to the applicable Lender Agent within 120 days after such event (with a copy of such notice concurrently delivered to the Administrative Agent), require such Lender Group to assign all of its rights and obligations under the Transaction Documents to one or more Eligible Assignees specified by the Borrower or the Administrative Agent within 20 days after the Borrower’s notice. The Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such assignment if any member of the affected Lender Group fails to execute same. The affected Lender Agent on behalf of the Lender Group shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Transaction Documents, including all principal, interest and fees through the date of assignment (and including, for the avoidance of doubt, any amounts payable pursuant to Section 2.10(a) or (b) the request for which resulted in the application of this Section 12.04(c)). (d) Upon the effectuation of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents pursuant to Section 12.04(a) or Section 12.04(c) and the delivery to the Administrative Agent of all assignment documentation and the Transferee Letter, the Administrative Agent shall revise Annex A to reflect such assignment. (e) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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 AgentsCollateral Agent, the Collateral AgentAdministrator, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance or the I/O Loan (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Person; provided that, so long as no Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , 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 Lender with prior written notice to consent of the Borrower; or d. any Person, if Borrower shall be required by any change in Applicable Law with prior written notice to for an assignment of the Borrower; and I/O Loan (ii) after the occurrence of any Event of Defaultor portion thereof), any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant of a security interest or sell sale of a participation interest into any Person, any Advance (or portion thereof) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of its related a Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(bor an assignment that is required by Applicable Law), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interestinterest with respect to the Advances and/or the I/O Notional Loan Amount and interest with respect to the I/O Loan, as applicable) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents, any Advance and/or the I/O Loan pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment. (e) 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 and Section 1.163-5(b) of the proposed 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (f) In the event any Lender sells a participation in this Agreement or any Advance, the Borrower agrees that each participant shall be entitled to the benefits of Sections 2.10 and 2.11 (subject to the requirements and limitations therein, including the requirements under Section 2.11(f) (it being understood that the documentation required under Section 2.11(f) 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 12.04; provided that such participant (i) agrees to be subject to the provisions of Section 2.19(c) as if it were an assignee under this Section 12.04; and (ii) shall not be entitled to receive any greater payment under Sections 2.10 or 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 Law that occurs after the participant acquired the applicable participation.

Binding Effect; Assignability; Multiple Lenders. LEGAL02/42958175v30 a (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Lenderthe Lenders, the Lender Agents, the Collateral Paying Agent, the Account Bank, the Collateral Custodian Bank and their respective successors and permitted assigns. With The Servicer, the written consent Back-Up Servicer, the Owner Trustee and the Depositor Loan Trustee shall be express third party beneficiaries of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may assign, or grant a security interest or sell a participation interest in, (i) this Agreement. 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 thereintherein pursuant to Section 9.04(d) and/or and (e)) by each Lender and its successors and assigns; provided, that (i) such assignment is to an Affiliate of the assigning Lender or, with the consent of the Borrower (which such consent shall not be unreasonably withheld and shall not be required at any time an Event of Default or a Rapid Amortization Event shall have occurred and be continuing), to any other Person that is not an Affiliate of such Lender, (ii) such assignment of a portion of a Class C Loan shall not be in an amount less than the Minimum Denomination, (iii) the assigning Lender, the assignee Lender and the Administrative Agent shall execute a Transfer Supplement, (iv) the assigning Lender or the assignee Lender has paid to the Administrative Agent a processing and recordation fee of $[***] (which fee may be waived or reduced in the sole discretion of the Administrative Agent) and (v) if the assignee Lender is not Lender, it shall have delivered to the Administrative Agent (1) an administrative questionnaire in a form acceptable to the Administrative Agent, (2) any Advance such tax documentation as may be required by the terms of this Agreement and (or portion thereof3) such other documentation as the Administrative Agent may reasonably request. Each such assignment shall be effective as of the date specified in the applicable Transfer Supplement only after the execution thereof as described in the preceding sentence. The Administrative Agent shall notify the Borrower, the Paying Agent and the Account Bank of any assignment thereof made pursuant to this Section 9.04(a). The Lenders may, in connection with any assignment or any Variable Funding Note proposed assignment pursuant to this Section 9.04(a), disclose to the assignee or proposed assignee 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 proposed assignee that it shall treat as confidential (under terms consistent with Section 9.13(a)) any information obtained which is not already publicly known or available. None of the Borrower, the Depositor or the Seller, may assign or delegate any of its rights and obligations hereunder or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with interest herein without the prior written consent of the Lenders, and any such assignment or delegation without such prior written consent shall be void ab initio and of no force and effect. (b) Each Lender, assignee or participant of the Class C Loan (or any interest therein), by accepting and owning a beneficial interest in such Class C Loan (or any interest therein) and pursuant to the written certification described in clause (v) below, represents and agrees as follows: (i) Xxxx Xxxxxx, assignee or participant (and each beneficial owner): (A) will not (1) acquire or directly or indirectly sell, encumber, assign, participate, pledge, hypothecate, rehypothecate, exchange, or otherwise dispose of, suffer the creation of a lien on, or transfer or convey in any manner (each, a “Transfer”) any Class C Loan (or any interest therein, within the meaning of U.S. Treasury regulations section 1.7704-1(a)(2)(i)(B)) on or through (x) a United States national, regional or local securities exchange, (y) a foreign securities exchange or (z) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers or any other “established securities market” within the meaning of Section 7704(b)(1) of the Code and U.S. Treasury regulations section 1.7704-1(b) (any of the foregoing, an LEGAL02/42958175v30 a “Exchange”) or (2) cause any Class C Loan or any interest therein to be marketed on or through an Exchange. (B) will not participate in the creation of, or enter into, any financial instrument or contract payments on which are, or the value of which is, determined in whole or in part by reference to the Class C Loan or the Borrower (such consent not to be unreasonably withheld); c. any Affiliate including the amount of such Lender with prior written notice to Borrower payments on the Class C Loans, the value of the Borrower; or d. any Person’s assets, if required by any change in Applicable Law with prior written notice to or the result of the Borrower; and’s operations), or any contract that otherwise is described in U.S. Treasury regulations section 1.7704-1(a)(2)(i)(B). (ii) after if it is or may become (or if it is disregarded as an entity separate from its owner within the occurrence meaning of Treasury Regulations section 301.7701-3(a) (a “DRE”), which owner is or may become), for U.S. federal income tax purposes, a partnership, grantor trust or S corporation, then (A) (1) less than 50% of the value of any Event of Defaultperson’s interest in it (or if it is a DRE, its owner)is attributable to its interest in the Class C Loan and any Person with prior written notice to other interests in the Borrower; ; provided that, or (y2) any Conduit Lender such person has received a written determination from the Borrower that its ownership of the Class C Loan will not cause the Borrower to be unable to rely on the “private placement” safe harbor of U.S. Treasury regulations section 1.7704-1(h) and (B) it is not and shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant principal purpose of the arrangement involving such person’s investment in any interests of the Borrower to permit any partnership to satisfy the 100-partner limitation of U.S. Treasury regulations section 1.7704-1(h)(1)(ii); (iii) it is a “United States person” as defined in Section 2.21(b), then 7701(a)(30) of the Code and it will provide the Borrower and the Administrative Agent shall have (and any of their agents) with the right properly completed and signed Internal Revenue Service Form W-9 (or applicable successor form); (iv) it does not and will not beneficially own a Class C Loan (or any beneficial interest therein) in an amount that is less than the Minimum Denomination; (v) prior to cause such Defaulting Lender to assign its entire any transfer or participation of any beneficial interest in the Advances and this Agreement pursuant its Class C Loan, it will cause any transferee or participant of such beneficial interest to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee shall execute and deliver to the Borrower and the Administrative Agent a fully-executed Transferee Letter written certification substantially in the form attached hereto as Exhibit G confirming each of Exhibit N hereto the representations and agreements to be made by such transferee or participant pursuant to this paragraph (b) and agrees that it shall provide such continuing assurances, comfort, evidence, and information in support of and in connection with the continuing truth of the representations and compliance with the agreements set forth in this paragraph (b) as the Borrower and the Administrative Agent may reasonably request from time to time; (vi) if it is a domestic corporation for U.S. federal income tax purposes, by its holding of an interest in such Class C Loan, hereby severally represents, warrants and covenants that it is not a member of an LEGAL02/42958175v30 a “Transferee Letterexpanded group” (within the meaning of the regulations issued under Section 385 of the Code) that includes a foreign person that owns any Class A Loan or Class B Loan (or any interest therein); (vii) If any Class C Loan is required to be treated other than as debt for U.S. federal income tax purposes, then it shall agree to the designation made pursuant to the Trust Agreement of the partnership representative (and the tax matters partner for any applicable state or local tax purposes) of any partnership in which it is deemed to be a partner under Section 6223(a) of the Code (and any corresponding provision of state law) and any applicable Treasury regulations thereunder; (A) it shall provide to the Borrower any further information reasonably required by the Borrower to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and (B) to the extent applicable, it shall hold the Borrower and its Affiliates harmless for any expenses or losses (i) resulting from it not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of state law) or (ii) that the Borrower or its Affiliates may suffer that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of state law); (ix) it acknowledges and understands that tax counsel to the Borrower has issued an opinion substantially to the effect that, among other things, the Borrower will not be subject to tax as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and that the validity of such opinion is dependent in part on the accuracy of the representations and agreements set forth in this paragraph (b); and (x) it acknowledges and agrees that any Transfer of a Class C Loan (or any interest therein) (A) that would violate any representations or agreements in this paragraph (b) or otherwise cause the Borrower to be unable to rely on the “private placement” safe harbor of United States Treasury regulations section 1.7704-1(h) or (B) with respect to which the Borrower and the Administrative Agent have not received a certification from the proposed transferee or participant as described in clause (v), shall be void ab initio and of no force or effect, and it shall not Transfer any interest in a Class C Loan to any person that does not agree to be bound by this paragraph (b). While such a transfer is void ab initio, to the extent necessary, the Borrower has the right to, and may, cause the sale of any Class C Loan acquired in violation of this paragraph (b) at the cost and risk of the purported owner. (c) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of Xxxxxxxx, shall maintain a register (the “Register”) on which it shall record LEGAL02/42958175v30 a the names and a fully-executed Joinder Supplementaddresses of each Lender and the Loans and Commitment Amount made by each such Person and each repayment in respect of the principal amount of the Loans, and each assignment. The parties Register shall include the names and addresses of each Lender (including all assignees and successors) and the percentage or portion of such Loans and Commitment Amounts assigned. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such rights. With respect to any Lender, the transfer of the rights to the principal of, and interest on, any Loan made by such assignment, grant Lender shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Loan as provided in this Section and prior to such recordation all amounts owing to the transferor with respect to such Loan shall remain owing to the transferor. The registration of assignment or sale transfer of all or part of any Loan shall be recorded by the Administrative Agent on the Register only upon the acceptance of the Administrative Agent of a properly executed and delivered Transfer Supplement pursuant to Section 9.04(a). Each Lender shall promptly provide the Administrative Agent with any information reasonably requested by it for the purposes of maintaining the Register. Upon request, the Administrative Agent shall permit Borrower to review such information on the Register as reasonably needed for Borrower to confirm any such assignment or participation interest is in compliance with U.S. Treasury regulations section 5f.103-1(c) and in order to comply with its obligations under this Agreement or under any Applicable Law. It is the intention of the parties that each Lender’s rights hereunder will be treated as in registered form within the meaning of Code Sections 871(h)(2)(B) and 881(c)(2)(B) and U.S. Treasury regulations Section 5f.103-1(c). The Register shall execute be available for inspection by the Borrower, the Servicer, the Paying Agent, the Account Bank, the Owner Trustee, the Back-Up Servicer, and deliver any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Amount and each Loan owned by it) without the consent of the Borrower; provided, however, that (i) such Lender’s obligations under this Agreement (including its Commitment Amount hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the related Lender Agent other parties hereto for its acceptance the performance of such obligations, (iii) such participation in a Class C Loan shall not be in an amount less than the Minimum Denomination and recording in its books and records(iv) the Administrative Agent, such agreement or document as may be satisfactory to such parties the other Lenders and the applicable other parties hereto shall continue to deal solely and directly with such Lender Agentin connection with such Xxxxxx’s rights and obligations under this Agreement. The Borrower agrees that each participant shall be entitled to the benefits of Sections 2.10 and 2.11 (subject to the requirements and limitations therein, including the requirements under Sections 2.11(e) and (f) (it being understood that the documentation required under Sections 2.11(e) and (f) 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 paragraph (a) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 2.11 as if it were an assignee under paragraph (a) of this Section and (B) shall not (nor shall it permit be entitled to receive any greater payment under Section 2.10 or 2.11, with respect to any participation, than its participating Lender would have been entitled to receive, except to the Sellerextent 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 Collateral Manager or Borrower’s request and expense, to use reasonable efforts to cooperate with the Equityholder to) assign, or permit any Lien Borrower to exist upon, any effectuate the provisions 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 AgentSection 9.18. (be) Notwithstanding any other provision Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of this Section 12.04the Borrower, any Lender may at any time pledge or grant maintain a security 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 its rights the LEGAL02/42958175v30 a Participant Register (including, without limitation, rights to payment including the identity of principal and interest) under this Agreement to secure obligations of such Lender any participant or any information relating to a Federal Reserve Bankparticipant’s interest in any Commitment Amount, without notice Loans or its other obligations under any Transaction Document) to or consent of any Person except to the Borrower or to the extent such disclosure is necessary to establish that such Commitment Amount is in registered form under Section 5f.103-1(c) of the United States Treasury regulations and Section 1.163-5(b) of the proposed 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 Administrative Agent; provided that no such pledge or grant of Agent shall not have responsibility for maintaining a security interest shall release such Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such Lender as a party heretoParticipant Register. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) to any Person; provided that, so long as no Default or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , conditioned or delayed) to such assignment to any Person that is a Disqualified Institution, or is not a Lender or an Affiliate of a Lender (but, for the avoidance of doubt, no such Lender with prior written notice to consent of the Borrower; or d. Borrower shall be required for any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence grant of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell sale of a participation interest into any Person, any Advance (or portion thereof) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of its related Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) an assignment to a transferee selected Person that is not a Disqualified Institution or an assignment that is required by the Administrative AgentApplicable 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 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 as may be satisfactory to such parties and the applicable Lender Agent. The Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder toi) 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.undertaking to comply with Section 12.12 hereof as if the participant were a Lender and

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Collateral Manager, the Administrative Agent, each Group Agent, each Lender, the Lender Agents, the Collateral Agent, the Account BankCollateral Administrator, the Collateral Custodian Custodian, the Transferor and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may assign, 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Promissory Note (or any portion thereof) to: to any Person that is an Eligible Lender other than the Borrower or an Affiliate thereof; provided that (ix) prior to the occurrence of an so long as no Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of Default has occurred and is continuing, unless the Borrower shall otherwise consent (such consent not to be unreasonably withheld, conditioned or delayed); c. any Affiliate of such , a Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time may only assign, or syndicate, grant a security interest or sell a participation interest in, any Advance (or portion thereof) its rights and obligations hereunder to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related or another Lender Agent and (zy) if any after an Event of Default has occurred and is continuing, a Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to may assign its entire interest in the Advances rights and this Agreement pursuant obligations hereunder to this Section 12.04(a) to a transferee selected by the Administrative Agentany Person that is an Eligible Lender without restriction. Any such assignee shall execute and deliver to the Collateral Manager, the Borrower and the Administrative Agent a fully-executed Transferee Letter assignment and acceptance substantially in the form of Exhibit N H hereto (a an “Transferee LetterAssignment and Acceptance”) and a fully-executed Joinder SupplementXxxxxxx Supplement and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent). The assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire (in a form provided by the Administrative Agent), a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and all other documentation and other information about such assignee as required under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, and such other documents as the Administrative Agent shall reasonably request from such assignee. The Administrative Agent shall be entitled to rely solely on the representation of any assignee that it is an Eligible Lender in the Assignment and Acceptance without any investigation. Notwithstanding anything to the contrary contained in this Agreement, (a) the Administrative Agent shall not 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 an Eligible Lender and (b) the Borrower and the Lenders acknowledge and agree that the Administrative Agent shall have no responsibility or obligation to determine whether any Lender or potential Lender is an Eligible Lender and that the Administrative Agent shall have no liability with respect to any assignment or participation made to any Person which is not an Eligible Lender. 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. The Borrower shall not fullest extent effective under Applicable Law (nor shall it permit including Section 9-408 of the SellerUCC), none of the Borrower, the Transferor or the Collateral Manager or the Equityholder to) 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 the Required Lenders. (i) Furthermore, each participant agrees that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender Agent and shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Administrative Agent, the Group Agents, the Collateral Agent, the Collateral Manager, the Collateral Custodian, the Collateral Administrator and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) each participant shall have agreed to be bound by this Section 11.04(b), Section 11.04(c), Section 11.13 and Section 11.14. Any agreement 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. Sections 2.10, Section 2.11, Section 5.3 and Section 5.4 shall apply to each participant as if it were a Lender (subject to the requirements and limitations therein, including the requirements under Section 2.11(d) (it being understood that the documentation required under Section 2.11(d) shall be delivered to the participating Lender)) and had acquired its interest by assignment pursuant to clause (a) of this Section 11.04; provided that no participant shall be entitled to any amount under Sections 2.10, Section 2.11, Section 5.3 or Section 5.4 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred. (bii) In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such Xxxxxx as nonfiduciary agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the “Participant Register”). An Advance may be participated in whole or in part only by registration of such participation on the Participant Register (and each Promissory Note, if any, shall expressly so provide). Any participation of such Advance may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Borrower to the extent necessary for the Borrower to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of the proposed United States Treasury Regulations or to comply with other requirements under applicable tax law. The entries in a Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in such 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve BankBank and each Conduit Lender may assign its rights and obligations under this Agreement pursuant to a Liquidity Agreement, in each case, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (cd) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (e) Notwithstanding anything else to the contrary contained in this Agreement, theBOTFC II (in its capacity as Collateral Manager under this Agreement or Transferor under this Agreement and the Purchase and Sale Agreement) may (in its sole discretion) upon prior written notice to the Administrative Agent, at any time and without the consent of any Person, assign all or a portion of its rights and obligations under this Agreement or the Purchase and Sale Agreement to an Affiliate of BOTFC II, including, with respect to the Collateral Manager, including role, to Blue Owl Rock Technology Advisers II LLC (or any Affiliate thereof); provided that (i) such Affiliate has the ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager or Transferor, as applicable, hereunder or under the Purchase and Sale Agreement, as applicable, and otherwise qualifies as xxx Xxxxxxxx BOTFC II Successor, (ii) such Affiliate is legally qualified to and has the capacity to act as Collateral Manager or Transferor hereunder and/or under the Purchase and Sale Agreement, as applicable, and (iii) immediately after the assignment or delegation, such Affiliate employs or otherwise retains the services of principal personnel performing the duties required under this Agreement and/or under the Purchase and Sale Agreement, as applicable, who are the same individuals who would have performed such duties had the assignment or delegation not occurred.

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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any Person other Person with the prior written consent of than the Borrower (such consent not to be unreasonably withheld); c. any or an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; thereof; provided 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 has occurred, a Lender may assign its rights and obligations hereunder to any Person and (z) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Hedge Counterparty, each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowerLoan 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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance Advances or Commitment (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to Eligible Assignee; provided that other than during the occurrence continuance of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with , the prior written consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed); c. , shall be required for a Lender to assign to any Person that is not an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee shall execute and deliver to the Borrower and Borrower, 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. The Borrower shall not (nor shall it permit Neither the SellerLoan Parties, the Collateral Manager or Facility Servicer nor the Equityholder to) 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 may sell a 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 Administrative AgentRegister or Participant Register, as applicable, pursuant to Section 2.03. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and 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 the Administrative Agent (except as required under this Section 11.04(d)), sell participations to any Person (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 or, so long as no Bankruptcy Event exists with respect to a Loan Party, a Direct 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 such Lender’s obligations under this Agreement shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) 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 (v) such Lender shall register such participation in its Participant 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; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.01(b) that affects such Participant. Each Participant shall (i) comply with the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender) and (ii) not be entitled to receive any greater payment under Section 2.12 or 2.13, with respect to any participation, than its participating Lender would have been entitled to receive.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Servicer, 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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may assign, 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) and/or by each Lender and its successors and assigns to (i) any existing Lender, (ii) any Advance Affiliate of any existing Lender or (or portion thereofiii) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. 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 delayed by Borrower); provided, however, that the aggregate outstanding principal amount (determined as of the effective date of the applicable assignment) of the Loans and commitments subject to any such assignment shall be an integral multiple of $5,000,000, unless such assignment is made to an existing Lender or an Affiliate or of any existing Lender, is of the assignor’s (together with its Affiliates entire interest in the Loans or is made with the prior consent of Agent. None of Borrower, Servicer or Backup Servicer may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. Agent and any Affiliate of such Lender with prior written notice attempt to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice contrary shall be null and void. The parties to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, each assignment or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement made pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee 10.04 shall execute and deliver to 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 assignmentAgent, 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. The Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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. 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 Section 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 assignee or 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 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 Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available. (b) Notwithstanding Whenever the term “Lender” is used herein, it shall mean Capital One, National Association and/or any other provision Person which shall have executed an Assignment and Acceptance; provided, however, that each such party shall have a pro rata share of this Section 12.04the rights and obligations of Lenders hereunder in 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. Unless otherwise specified herein, any Lender may right at any time pledge of Lenders to enforce any remedy, or grant to consent to any waiver, amendment or other modification hereunder or under any other Transaction Document, shall be exercised by Agent only upon direction by such parties that hold a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent majority of the Borrower or the Administrative Agent; provided that no Commitment Percentages at such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such Lender as a party heretotime. (c) Each Affected Party and Subject to Section 10.04(a), each Indemnified Party shall be an express third party beneficiary of the parties hereto hereby agrees to execute any amendment to this AgreementAgreement that is required in order to facilitate the addition of any new Lender hereunder as contemplated by this Section 10.04.

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 Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With Subject to the written prior consent of the Administrative Agent Borrower (such consent not to be unreasonably withheld, delayed or conditioned), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any Person other Person with the prior written consent of than the Borrower (such consent not to be unreasonably withheld); c. any or an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; thereof; provided 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, (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 (z) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. Notwithstanding 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 Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances under this Agreement to a transferee (other than a Prohibited Transferee) selected by the Administrative Agent, in an assignment that satisfies the conditions set forth in this Section 11.04. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) The Borrower agrees that each participant shall be entitled to the benefits of Sections 2.10 and 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

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of Holdings, the BorrowerCo‐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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Revolving Loan Note (or any portion thereof) to: (i) prior ), in each case, to the occurrence of any Eligible Assignee; provided that unless and until an Event of Default: a. any Eligible Assignee with 90 days (Default pursuant to Section 6.01(a) or such shorter period as agreed to by Section 6.01(d) has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Administrative Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such ) shall be required for a Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice assign to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to that is not an Eligible Assignee. Notwithstanding the Borrower; ; provided thatforegoing, in no event shall a Lender (yor its successors or assigns) any Conduit Lender shall not need prior consent to at any time transfer or assign, or grant a security interest or sell a participation interest in, its rights under clauses (i) or (ii) above to any Advance (or portion thereof) to Person that is a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent and (z) if any Lender becomes a Defaulting Disqualified Lender, unless such Lender shall have been deemed to no longer be including, for the avoidance of doubt, upon the occurrence or continuation of an Event of Default in respect of a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative AgentCo‐Borrower. Any such 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 ($3,500, unless waived or reduced by the Administrative Agent. 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 and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. The Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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 other information reasonably determined by the Administrative Agent. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights Agent to payment of principal be required by applicable regulatory authorities under applicable “know your customer” and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Revolving Note (or any portion thereof) to: (i) to any Eligible Assignee; provided that prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written , consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if ) shall be required by any change in Applicable Law with prior written notice to the Borrower; and for (iix) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or to assign to any commercial paper conduit sponsored by Person that is not a Liquidity Bank or an Affiliate of its related Lender Agent and a Liquidity Bank or (zy) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting an Institutional Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agentany Person that is not an Affiliate of such Lender. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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 can restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement or under a Liquidity Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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 AgentsCollateral Agent, the Collateral AgentAdministrator, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the prior written consent of the Borrower and the Administrative Agent (such consent which consents shall not to be unreasonably withheldwithheld or delayed), each Lender and their respective successors and assigns may assign, or grant a security interest or sell a participation interest in, assign (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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (x) a Lender may assign its rights and obligations hereunder to an Affiliate or an Approved Fund without the prior consent of the Borrower or the Administrative Agent, (y) after an Event of Default has occurred (that has not been waived), a Lender may assign its rights and obligations hereunder to any Conduit Lender shall not need Person without the prior consent to at any time assign, or grant a security interest or 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 the Borrower and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee must represent and warrant that it is a Qualified Lender and not a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person, 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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). (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement Agreement, including to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Any Lender may at any time sell participations to any Person that represents and warrants that it is a Qualified Lender (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/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 AmericasActive:18709990.5 Administrative Agent, the Collateral Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (iv) such Person shall have represented and agreed in writing (a copy of which writing shall be furnished to the Borrower, that (A) it is a Qualified Lender at the time of such sale, (B) it will be bound by the restrictions on transfer contained in this Section 11.04(d), and (C) such representations and agreements shall run to the benefit of and be enforceable by the Borrower; and (v) unless the grantee of such partication is an Affiliate or an Approved Fund of such Lender, the Borrower shall have consented to such sale of a participation (which consent shall not be unreasonably withheld or delayed). 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 of (and stated interest on) 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 Loan 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 and Section 1.163-5(b)(1) of the proposed 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10 and 2.11 (subject to the requirements and limitations therein, including the requirements under Section 2.11(d)-(f) (it being understood that the documentation required under Section 2.11(d)-(f) 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 paragraph (a) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.22 as if it were an assignee under paragraph (a) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.10 or 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 Appicable Law that occurs after the Participant acquired the applicable participation.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowerCompany, the Administrative Agent, each LenderServicer, the Lender AgentsManager, the Collateral Agent, the Account Bank, the Collateral Custodian Lenders and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may assign, 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) and/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 Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of time an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed Default shall have occurred) to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with that is not an Affiliate of MLMCI. Neither the Company, the Servicer nor the Manager may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Borrower (such consent not Lenders and the Agent. The parties to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, each assignment or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement made pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee 10.04 shall execute and deliver to 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 assignmentAgent, 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. The Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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. 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 Section 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 Servicer or the Manager; provided, however, that no Lender shall 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 the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available. (b) Notwithstanding Whenever the term “Lender” or “Lenders” is used herein, it shall mean MLMCI and/or any other provision Person which shall have executed an Assignment and Acceptance; provided, however, that each such party shall have a pro rata share of this Section 12.04the rights and obligations of the Lenders hereunder in such percentage equal to the Loan Commitment of such party. Unless otherwise specified herein, any Lender may right at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 Lenders to enforce any of its obligations hereunderremedy, or substitute to consent to any waiver, amendment or other modification hereunder or under any other Transaction Document, shall be exercised by the Agent only upon direction by such pledgee or grantee for parties that hold a majority of the Loan Commitments at such Lender as a party heretotime. (c) Each Affected Party and Subject to Section 10.04(a), each Indemnified Party shall be an express third party beneficiary of the parties hereto hereby agrees to execute any amendment to this AgreementAgreement that is required in order to facilitate the addition of any new Lender hereunder as contemplated by this Section 10.04.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may assign, or grant a security interest or sell a participation interest 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) and/or (iiB) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence and during the continuation of any Event of Default, any Person (other than any natural Person), with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee shall execute and deliver to 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, together with a processing and recordation fee of $3,500 payable to the Administrative Agent, such fee to paid by either the assigning Lender or the assignee Lender or shared between such Lenders. If the assignee was not previously a Lender hereunder, such assignee shall deliver to the Administrative Agent an Administrative Questionnaire. 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. The Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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; provided, further that, following the occurrence and during the continuation of an Event of Default, if any Lender (the “Selling Lender”) proposes to sell, assign or otherwise transfer all or any part of such Lender’s rights and obligations hereunder (its “Lender Interest”) to a Competitor, such Lender must first make a written offer to sell its Lender Interest to the Equityholder. For five (5) Business Days after receipt of such written offer, the Equityholder shall have the right to elect to purchase all or any portion of such Lender Interest at a price equal to all (or the applicable pro rata portion ) of the outstanding Obligations owing to such Lender. To exercise this right to purchase, the Equityholder shall give written notice to the selling Lender prior to the expiration of such five (5) Business Day period. Upon the exercise of a right to purchase, the Equityholder shall pay the applicable purchase price for such Lender Interest within five (5) Business Days of Equityholder’s exercise of the right to purchase; provided, however, that the pro rata share of the Commitment assigned to the Equityholder (together with its Affiliates) shall be disregarded in determining whether the consent or approval of the Lenders has been obtained at any time. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of each Loan Party, the BorrowerServicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) to any Person; provided that, so long as no Default or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , conditioned or delayed) to such assignment to any Person that is a Disqualified Institution, or is not a Lender or an Affiliate of a Lender (but, for the avoidance of doubt, no such Lender with prior written notice to consent of the Borrower; or d. Borrower shall be required for any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence grant of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell sale of a participation interest into any Person, any Advance (or portion thereof) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of its related Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) an assignment to a transferee selected Person that is not a Disqualified Institution or an assignment that is required by the Administrative AgentApplicable 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. The Borrower shall not (nor shall it permit the SellerNone of any Loan Party, the Collateral Manager Originator or the Equityholder to) 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. 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 Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment.

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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of any Eligible Assignee; provided that unless an Event of Default: a. any Eligible Assignee with 90 days Default pursuant to Section 6.01(a) or (or such shorter period as agreed to by d) has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. ) shall be required for a Lender to assign to any Person that is not an Affiliate of such Lender with prior written notice to Lender; provided that at all times, Massachusetts Mutual Life Insurance Company and its Affiliates shall hold more than 50% of, (x) during the Borrower; or d. any PersonAvailability Period, if required by any change in Applicable Law with prior written notice to of the Borrower; and aggregate Commitment and (iiy) after the occurrence of any Event of DefaultAvailability Period, any Person with prior written notice Advances Outstanding unless agreed to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected writing by the Administrative AgentBorrower in its sole discretion. Any such assignee shall execute and deliver to the Borrower Borrower, the Facility Servicer, the 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. The Borrower shall not (Neither the Facility Servicer nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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 may sell a 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 Administrative AgentRegister or Participant Register, as applicable, pursuant to Section 2.03. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve BankBank (such agreement, 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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Any Lender may at any time (i) without the consent of, or notice to, the Borrower and (ii) without the consent of, but with notice to, the Administrative Agent, sell participations to any Person (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) (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 Participant 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; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.01(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Section 2.13 (subject to the requirements and limitations therein, including the requirement to provide the forms required by Section 2.13(e) (it being understood that the documentation required under Section 2.13(e) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such Participant (A) agrees to be subject to the provisions of Section 2.13 as if it were an assignee under paragraph (a) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.12 or 2.13, with respect to any participation, than its participating Lender would have been entitled to receive. (e) No assignment or participation shall be made to any Person that was a Competitor as of the date (the “Trade Date”) on which the assigning Lender or participating Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has provided prior written consent to such assignment or participation, in its sole and absolute discretion, in which case such Person will not be considered a Competitor for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or Participant that becomes a Competitor after the applicable Trade Date, (x) such assignee or Participant shall not retroactively be disqualified from becoming a Lender or Participant and, (y) with respect to an assignee, the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Competitor. (i) If any assignment or participation is made to any Competitor without the Borrower’s prior written consent in violation of clause (i) above, or if any Person becomes a Competitor after the applicable Trade Date, the Borrower may, at its sole expense and effort, upon notice to the applicable Competitor and the Administrative Agent, (A) terminate the Commitment of such Competitor and repay all obligations of the Borrower owing to such Competitor in connection with such Commitment and/or (B) require such Competitor to assign, without recourse (in accordance with and subject to the restrictions contained in this Section), all of its interest, rights and obligations under this Agreement to one or more Eligible Assignees at the lesser of (x) the principal amount thereof and (y) the amount that such Competitor paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder. NAI-1528532842v5 (ii) Notwithstanding anything to the contrary contained in this Agreement, Competitors (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent, any other Lender or any other party hereto, (y) attend or participate in meetings attended by the Lenders, the Administrative Agent or any party hereto, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent, the Lenders or any other party hereto and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Competitor will be deemed to have consented in the same proportion as the Lenders that are not Competitors consented to such matter, and (y) for purposes of voting on any a plan of reorganization or plan of liquidation pursuant to any Bankruptcy Laws (“Debtor Relief Plan”), each Competitor party hereto hereby agrees (1) not to vote on such Debtor Relief Plan, (2) if such Competitor does vote on such Debtor Relief Plan notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Bankruptcy Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Debtor Relief Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Bankruptcy Laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

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. With the prior written consent of the Administrative Agent (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, 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) and/or (ii) any Advance (or portion thereof) to any Person (excluding any natural person); provided that, so long as no Unmatured Event of Default or any Variable Funding Note Event of Default has occurred and is continuing, the Borrower (or any portion thereof) to: (i) prior to the occurrence Servicer on behalf of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , conditioned or delayed) to such assignment to (x) any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided thatCompetitor, (y) any Conduit Person (including a Lender shall not need prior consent or an Affiliate of a Lender) if, after giving effect to at any time assignsuch 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 (1) any grant of a security interest or sell sale of a participation interest into any Person (other than, any Advance prior to the occurrence and continuation of an Unmatured Event of Default or Event of Default, a Competitor), (or portion thereof2) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of its related a Lender Agent if the conditions set forth in clause (y) above are not met, or (3) an assignment that is required by Applicable Law (and, prior to the occurrence and (z) if any Lender becomes a Defaulting Lendercontinuation of an Unmatured Event of Default or Event of Default, unless such Lender shall have been deemed Xxxxxx agrees to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender use reasonable efforts to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative AgentPerson that is not a Competitor). 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 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor, the SPV Transferor or the Equityholder to) 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, other than any assignment effected in connection with a transaction that meets the requirements of Section 5.04(a). (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment. (e) 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 and Section 1.163-5(b) of the proposed 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant 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 the Lender, the Lender Agents, the Collateral Agent, the Account BankCollateral Custodian, the Collateral Custodian Bank and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each The Lender and their its respective successors and assigns may assign, 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any Person other Person with the prior written consent of than the Borrower (such consent not to be unreasonably withheld); c. any or an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; thereof; provided that, (yx) any Conduit so long as no Event of Default has occurred, unless the Borrower shall otherwise consent in its sole discretion, the Lender shall not need prior consent to at any time may only assign, or syndicate, grant a security interest or sell a participation interest in, any Advance (or portion thereof) its rights and obligations hereunder to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent who is not a Designated Entity and (zy) if any after an Event of Default has occurred, the Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to may assign its entire interest in the Advances rights and this Agreement pursuant obligations hereunder to this Section 12.04(a) to any Person or Persons who are not a transferee selected by the Administrative AgentDesignated Entity. Any such 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 parties. None of the applicable Lender Agent. The Borrower shall not (nor shall it permit the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Whenever the term “Lender” is used herein, it shall mean SMBC and/or each of its assignees; provided that prior to the last day of the Reinvestment Period, each such party shall have a pro rata share of the rights and obligations of the Lender hereunder in such percentage amount as shall be obtained by dividing such party’s commitment to fund Advances hereunder by the total commitment of all parties to fund Advances hereunder; provided further that on and after the last day of the Reinvestment Period, each such party shall have a pro rata share of the aggregate Advances Outstanding as shall be obtained by dividing the amount of Advances Outstanding funded by such party by the total amount of Advances Outstanding (in each case, the “Commitment Percentage”). Unless otherwise specified herein, any right at any time of the Lender to enforce any remedy, or instruct the Administrative Agent to take (or refrain from taking) any action hereunder, shall be exercised by the Administrative Agent only upon direction by the Required Lenders at such time. (c) Notwithstanding any other provision of this Section 12.0411.04, any the Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, including without limitation, limitation rights to payment of principal and interest) under this Agreement to secure obligations of such the Lender to a Federal Reserve Bank, 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 the Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such the Lender as a party hereto. (cd) Each Affected Party, each Indemnified Party and each Indemnified Secured Party shall be an express third party beneficiary 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 the Lender, the Lender Agents, the Collateral Agent, the Account BankCollateral Custodian, the Collateral Custodian Bank and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each The Lender and their its respective successors and assigns may assign, 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any Person other Person with the prior written consent of than the Borrower (such consent not to be unreasonably withheld); c. any or an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; thereof; provided that, (yx) any Conduit so long as no Event of Default has occurred, unless the Borrower shall otherwise consent in its sole discretion, the Lender shall not need prior consent to at any time may only assign, or syndicate, grant a security interest or sell a participation interest in, any Advance (or portion thereof) its rights and obligations hereunder to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent who is not an Ares Competitor and (zy) if any after an Event of Default has occurred, the Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to may assign its entire interest in the Advances rights and this Agreement pursuant obligations hereunder to this Section 12.04(a) to a transferee selected by the Administrative Agentany Person or Persons who are not an Ares Competitor. Any such 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 parties. None of the applicable Lender Agent. The Borrower shall not (nor shall it permit the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Whenever the term “Lender” is used herein, it shall mean SMBC, each other Lender party hereto and/or each of their respective assignees, as the context may require; provided that prior to the last day of the Reinvestment Period, each such party shall have a pro rata share of the rights and obligations of the Lender hereunder in such percentage amount as shall be obtained by dividing such party’s commitment to fund Advances hereunder by the total commitment of all parties to fund Advances hereunder; providedfurther that on and after the last day of the Reinvestment Period, each such party shall have a pro rata share of the aggregate Advances Outstanding as shall be obtained by dividing the amount of Advances Outstanding funded by such party by the total amount of Advances Outstanding (in each case, the “Commitment Percentage”). Unless otherwise specified herein, any right at any time of the Lender to enforce any remedy, or instruct the Administrative Agent to take (or refrain from taking) any action hereunder, shall be exercised by the Administrative Agent only upon direction by the Required Lenders at such time. (c) Notwithstanding any other provision of this Section 12.0411,04, any the Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, including without limitation, limitation rights to payment of principal and interest) under this Agreement to secure obligations of such the Lender to a Federal Reserve Bank, 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 the Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such the Lender as a party hereto. (cd) Each Affected Party, each Indemnified Party and each Indemnified Secured Party shall be an express third party beneficiary of this Agreement.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each LenderServicer, the Lender AgentsLenders, the Collateral AgentBackup Servicer, the Account BankCustodian, the Collateral Custodian Lenders’ Bank and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may assign, 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) and/or (ii) by such Lender and its successors and assigns. None of the Borrower, the Servicer or the Backup Servicer may assign any Advance (or portion thereof) of its rights and obligations hereunder or any Variable Funding Note (or any portion thereof) to: (i) interest herein without the prior to written consent of the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Lenders; provided that the Borrower) Borrower shall be permitted, on not less than 10 Business Days’ prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person parties hereto and with the prior written consent of the Borrower (such consent not Lenders, to be unreasonably withheld); c. any Affiliate provided in the sole discretion of such Lender the Lenders, to assign all of its rights and obligations hereunder to, and simultaneously with prior written notice the transfer of all Pledged Assets to, a Permitted Transferee which shall have assumed in a writing satisfactory to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice Lenders all such rights and obligations and acquired all such Pledged Assets. The parties to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, each assignment or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement made pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee 9.04 shall execute and deliver to 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 assignmentapplicable Lender, 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 (i) the parties to such parties 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 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 applicable Lender Agent. The Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) assign, or permit any Lien Pledged Assets furnished 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, without notice to by or consent on behalf of the Borrower or the Administrative AgentServicer; provided provided, however, that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute shall not disclose any such pledgee information until it has obtained an agreement from such assignee or grantee for participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to such Lender as a party hereto. (cLender, the Borrower, the Servicer and such assignee or participant or proposed assignee or participant) Each Affected Party any information obtained which is not already publicly known or available, and each Indemnified Party shall be an express third party beneficiary may disclose information relevant to the tax treatment and tax structure of the transactions contemplated by 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. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan 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, 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) and/or (ii) any Advance or the I/O Notional Loan (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Person; provided that, so long as no Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , 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 Lender with prior written notice consent of the Borrower shall be required for (x) any grant of a security interest to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice or to the Borrower; ; provided thata sale of a participation interest to a Person that is not a Disqualified Institution, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of its related a Lender Agent and or (z) if an assignment that is required by Applicable Law) and (2) any Lender becomes sale of a Defaulting Lender, unless such Lender shall have been deemed participation interest to no longer be any Person that is a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative AgentDisqualified Institution. 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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 AgentAgent other than (x) any assignment by the Servicer to a Qualified FE Affiliate or (y) any other assignment expressly permitted hereunder. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interestinterest with respect to the Advances and/or the I/O Notional Loan Amount and interest with respect to the I/O Notional Loan, as applicable) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents, any Advance and/or I/O Notional Loan pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment. (e) 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 of (and stated interest on the Advances or stated interest on the I/O Notional Loan, as applicable) 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 Treasury Regulations and Section 1.163-5(b) of the proposed 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (f) Each Transferee (as defined below), represents and warrants to the Borrower that it is a Qualified Lender. Neither any Lender nor any Transferee may assign, sell any participation in or otherwise transfer (any such transaction, a “Transfer”) any of its rights or obligations under this Agreement or any other Transaction Document to any Person (a “Transferee”), unless (A) the Transferee shall have represented and agreed in writing that it is a Qualified Lender at the time of such Transfer, (B) the Transferee agrees that it will be bound by the restrictions on Transfer contained in this Section 12.04(f), (C) a copy of any such representations or agreements shall have been furnished to the Borrower and (D) any such representations or agreements shall run to the benefit of and be enforceable by the Borrower.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Servicer, the 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. With Subject to Section 11.04(b) below, with the prior written consent of the Administrative Agent 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, 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, notwithstanding the foregoing, (yA) any Conduit Lender shall not need without the prior consent to at any time of the Borrower, a Lender may assign, or grant a security interest or sell a participation interest in, its rights and obligations hereunder to an Affiliate; and (B) any Lender may assign or participate all or a portion of its 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 the Borrower of such assignment 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 the prior consent of the Borrower. Notwithstanding anything contained in this Agreement to the contrary, (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 a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent Competitor), and (zii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b2.22(b), then the Administrative Facility Agent shall have the right to cause or direct such Defaulting Lender Person to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative AgentFacility Agent and the Borrower, in an assignment which satisfies the conditions set forth above. Any such assignee 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Equityholder or the Equityholder to) 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. 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 clause (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 Facility Agent (in its capacity as Facility Agent) shall have no responsibility for maintaining a Participant Register. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Facility Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this AgreementAgreement (as applicable, to the extent any such party is not party hereto).

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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Facility Note (or any portion thereof) to: ), in each case, to any Eligible Assignee (i) prior to the occurrence of or, if an Event of Default: a. Default has occurred and is continuing, to any Eligible Assignee with 90 days Person); provided that (or such shorter period as agreed to by the BorrowerA) prior written notice specifying the name unless an Event of such Eligible Assignee to the Borrower; b. any other Person with the prior written Default has occurred and is continuing, consent of the Borrower (such consent not to be unreasonably withheld or withheld); c. ) shall be required for a Lender to assign to any Person that is not an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and and (iiB) after the occurrence of any unless an Event of DefaultDefault has occurred and is continuing, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Massachusetts Mutual Life Insurance Company or an Affiliate thereof shall retain Commitment of its related Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then at least 50% of the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agentoutstanding Commitments. Any such 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 Agent. The Borrower shall not (nor shall it permit payment of the Sellerassignment fee, the Collateral Manager or Administrative Agent shall accept such Assignment and Assumption Agreement and promptly record the Equityholder toinformation contained therein in the Register. 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 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 may sell a 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 person that is not an Eligible Assignee or with respect to any assignment or participation made to a Prohibited Transferee. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant assign a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest assignment shall release such Lender from any of its obligations hereunder, hereunder or substitute any such pledgee or grantee assignee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Any Lender may at any time, without the consent of, the Borrower or the Administrative Agent, sell participations to any Person (other than a Prohibited Transferee (so long as no Event of Default has occurred and is continuing), a natural Person, 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) (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; (iv) such Lender shall register such participation in its Participant Register pursuant to Section 2.03(c) and (v) such Lender shall provide prompt written notice thereof to the Borrower. 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; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.01(b) that affects such Participant. Notwithstanding anything to the contrary, no Lender shall create a participating interest or similar ownership interest under this Agreement unless such participation interest or similar ownership interest would not cause the Borrower or any portion of the Borrower to be a “taxable mortgage pool” for U.S. federal income tax purposes. (e) Each Lender and each Transferee (as defined below), represents and warrants to the Borrower that it is a Qualified Lender. Neither any Lender nor any Transferee may assign, sell any participation in or otherwise transfer (any such transaction, an “Advance Transfer”) any of its rights or obligations under this Agreement or any other Transaction Document to any Person (a “Transferee”) unless (i) such Transferee has represented and agreed in writing that it is a Qualified Lender at the time of such Advance Transfer, (ii) such Transferee agrees that it will be bound by the restrictions on Advance Transfers contained in this Section 11.04(e), (iii) a copy of any such representations or agreements has been furnished to the Borrower and (iv) any such representations or agreements runs to the benefit of and is enforceable by the Borrower.

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. With Subject to the written prior consent of the Administrative Agent Borrower (such consent not to be unreasonably withheld, delayed or conditioned), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any Person other Person with the prior written consent of than the Borrower (such consent not to be unreasonably withheld); c. any or an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; thereof; provided 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, (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 (z) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. Notwithstanding 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 Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances under this Agreement to a transferee (other than a Prohibited Transferee) selected by the Administrative Agent, in an assignment that satisfies the conditions set forth in this Section 11.04. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of Eligible Assignee; provided that unless an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. ) shall be required for a Lender to assign to any Person that is not an Affiliate of such Lender with prior written notice to Lender; provided, further, that in no circumstance (including, for the Borrower; or d. any Personavoidance of doubt, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence and during the continuation of any an Event of Default, ) may any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest in (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or sell a participation interest in, in part or (ii) 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative AgentCompetitor. Any such assignee shall execute and deliver to the Calculation 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. The Neither the Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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 may sell a 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 Administrative AgentRegister or Participant Register, as applicable, pursuant to Section 2.03. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve BankBank (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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) Each Affected Party and 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 (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; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.01(b) that affects such Participant.

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. With the prior written consent of the Administrative Agent Borrower (such which consent shall not to be unreasonably withheld), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: to any Person; provided that, (iw) 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 occurrence of Borrower, (x) after an Event of Default: a. Default has occurred, a Lender may assign its rights and obligations hereunder to any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with without the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent from the Borrower to at any time assign, or grant a security interest or 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) if any Lender becomes may assign or participate all or a Defaulting portion of its interests hereunder or under its Variable Funding Note without the consent of the Borrower upon such Lender, unless ’s good faith determination that such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agentassignment or participation is required for regulatory reasons. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Hedge Counterparty, each Affected Party and each Indemnified Party shall be an express third party beneficiary 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 the Lender, the Lender Agents, the Collateral Agent, the Account BankCollateral Custodian, the Collateral Custodian Bank and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each The Lender and their its respective successors and assigns may assign, 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any Person other Person with the prior written consent of than the Borrower (such consent not to be unreasonably withheld); c. any or an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; thereof; provided that, (yx) any Conduit so long as no Event of Default has occurred, unless the Borrower shall otherwise consent in its sole discretion, the Lender shall not need prior consent to at any time may only assign, or syndicate, grant a security interest or sell a participation interest in, any Advance (or portion thereof) its rights and obligations hereunder to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent who is not a Designated Entityan Ares Competitor and (zy) if any after an Event of Default has occurred, the Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to may assign its entire interest in the Advances rights and this Agreement pursuant obligations hereunder to this Section 12.04(a) to any Person or Persons who are not a transferee selected by the Administrative AgentDesignated Entityan Ares Competitor. Any such 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 parties. None of the applicable Lender Agent. The Borrower shall not (nor shall it permit the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Whenever the term “Lender” is used herein, it shall mean SMBC, each other Lender party hereto and/or each of itstheir respective assignees, as the context may require; provided that prior to the last day of the Reinvestment Period, each such party shall have a pro rata share of the rights and obligations of the Lender hereunder in such percentage amount as shall be obtained by dividing such party’s commitment to fund Advances hereunder by the total commitment of all parties to fund Advances hereunder; provided further that on and after the last day of the Reinvestment Period, each such party shall have a pro rata share of the aggregate Advances Outstanding as shall be obtained by dividing the amount of Advances Outstanding funded by such party by the total amount of Advances Outstanding (in each case, the “Commitment Percentage”). Unless otherwise specified herein, any right at any time of the Lender to enforce any remedy, or instruct the Administrative Agent to take (or refrain from taking) any action hereunder, shall be exercised by the Administrative Agent only upon direction by the Required Lenders at such time. (c) Notwithstanding any other provision of this Section 12.0411.04, any the Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, including without limitation, limitation rights to payment of principal and interest) under this Agreement to secure obligations of such the Lender to a Federal Reserve Bank, 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 the Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such the Lender as a party hereto. (cd) Each Affected Party, each Indemnified Party and each Indemnified Secured Party shall be an express third party beneficiary 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. With the prior written consent of the Administrative Agent Borrower (such which consent shall not to be unreasonably withheld), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: to any Person; provided that, (iw) 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 occurrence of Borrower, (x) after an Event of Default: a. Default has occurred, a Lender may assign its rights and obligations hereunder to any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with without the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent from the Borrower to at any time assign, or grant a security interest or 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) if any Lender becomes may assign or participate all or a Defaulting portion of its interests hereunder or under its Variable Funding Note without the consent of the Borrower upon such Lender, unless ’s good faith determination that such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agentassignment or participation is required for regulatory reasons. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Hedge Counterparty, each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Notwithstanding anything contained in this Agreement to the contrary, 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), then, in each case, the Administrative Agent with the consent of the Borrower (not to be unreasonably withheld) 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 Administrative Agent in an assignment which satisfies the conditions set forth in Section 11.04(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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Term Loan Note (or any portion thereof) to: (i) to any Eligible Assignee; provided that prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written , consent of the Borrower (such consent not to be unreasonably withheld); c. ) shall be required for a Lender to assign to any Person that is not an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such 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. The Neither the Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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 the Lenders unless otherwise contemplated hereby. Nothing in this Agreement or the Assignment and Assumption Agreement can restrict or delay a Lender's ability to assign or sell a participating in its interests hereunder to an Affiliate. No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Administrative AgentRegister or Participant Register, as applicable, pursuant to Section 2.11. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Term Loan Note (or any portion thereof) to: (i) to any Eligible Assignee; provided that prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written , consent of the Borrower (such consent not to be unreasonably withheld); c. ) shall be required for a Lender to assign to any Person that is not an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such 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. The Neither the Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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 the Lenders unless otherwise contemplated hereby. Nothing in this Agreement or the Assignment and Assumption Agreement can restrict or delay a Lender’s ability to assign or sell a participating in its interests hereunder to an Affiliate. No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Administrative AgentRegister or Participant Register, as applicable, pursuant to Section 2.11. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan 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, 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) and/or (ii) any Advance or the I/O Notional Loan (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Person; provided that, so long as no Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , 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 Lender with prior written notice consent of the Borrower shall be required for (x) any grant of a security interest to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice or to the Borrower; ; provided thata sale of a participation interest to a Person that is not a Disqualified Institution, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of its related a Lender Agent and or (z) if an assignment that is required by Applicable Law) and (2) any Lender becomes sale of a Defaulting Lender, unless such Lender shall have been deemed participation interest to no longer be any Person that is a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative AgentDisqualified Institution. 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 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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 AgentAgent other than (x) any assignment by the Servicer to a Qualified FE Affiliate or (y) any other assignment expressly permitted hereunder. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interestinterest with respect to the Advances and/or the I/O Notional Loan Amount and interest with respect to the I/O Notional Loan, as applicable) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents, any Advance and/or I/O Notional Loan pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment. (e) 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 of (and stated interest on the Advances or stated interest on the I/O Notional Loan, as applicable) 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 Treasury Regulations and Section 1.163-5(b) of the proposed 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (f) Each Transferee (as defined below), represents and warrants to the Borrower that it is a Qualified Lender. Neither any Lender nor any Transferee may assign, sell any participation in or otherwise transfer (any such transaction, a "Transfer") any of its rights or obligations under this Agreement or any other Transaction Document to any Person (a "Transferee"), unless (A) the Transferee shall have represented and agreed in writing that it is a Qualified Lender at the time of such Transfer, (B) the Transferee agrees that it will be bound by the restrictions on Transfer contained in this Section 12.04(f), (C) a copy of any such representations or agreements shall have been furnished to the Borrower and (D) any such representations or agreements shall run to the benefit of and be enforceable by the Borrower.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and inure to the benefit of the Borrowerobligations under this Agreement; provided, the Administrative Agenthowever, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may assign, 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) and/or under this Agreement, (ii) any Advance the parties to each such assignment shall execute and deliver to the Administrative Agent and to the Borrower, for its acceptance and recording in the Register, an assignment and acceptance 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 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 portion thereofsuch lesser amount as may be agreed to be the 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 Variable Funding Note Lender upon assignment or participation and (or any portion thereof) to: (ivii) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or , no such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to assignment shall be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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 Competitor. Upon such execution, delivery, acceptance and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected recording by the Administrative Agent. Any such assignee , from and after the effective date specified in each Assignment and Acceptance, which effective date shall execute and deliver to be the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form date 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. The Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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 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, such Lender shall cease to be a party hereto). (b) Notwithstanding By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other provision instrument or document furnished pursuant hereto; (ii) such assignee confirms that it has received a copy of this Section 12.04Agreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iii) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (iv) prior to the occurrence of an Event of Default, such assigning Lender and such assignee confirm that such assignee is not a Competitor; (v) such assignee appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under this Agreement as are delegated to such administrative agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it shall perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and Acceptance delivered to it and a register for the recordation the names, addresses and Commitments of each Lender and the principal amounts (and stated interest) of each Loan made by each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Each Lender may at sell participations to one or more banks or other entities (prior to the occurrence of an Event of Default, other than any time pledge Competitor) in or grant to all or a security portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and each Loan owned by it); provided, however, 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 and (iii) the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Notwithstanding anything herein to the contrary, each participant shall have the rights of a Lender (including any right to receive payment) under Section 2.13, subject to the requirements and limitations therein (it being understood that the documentation required under Sections 2.13(d), (e), (f) and (g) shall be delivered to the participating Lender); provided, however, that no participant shall be entitled to receive payment under such Section in excess of the amount that would have been payable with respect to such participation under such Section by the Borrower to the Lender granting its participation had such participation not been granted, and no Lender granting a participation shall be entitled to receive payment under either such Section in an amount which exceeds the sum of (i) the amount to which such Lender is entitled under such Section with respect to any portion of any Loan owned by such Lender which is not subject to any participation plus (ii) the aggregate amount to which its participants are entitled under such Sections with respect to the amounts of their respective participations. With respect to any participation described in this Section, the participant’s rights as set forth in the agreement between such participant and the applicable Lender to agree to or to restrict such Lender’s ability to agree to any modification, waiver or release of any of the terms of this Agreement or to exercise or refrain from exercising any powers or rights which such Lender may have under or in respect of this Agreement shall be limited to the right to consent to any of the matters set forth in Section 10.04. Each Lender that sells a participation shall, acting solely for this purpose as an 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 obligations under this Agreement (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 Commitment or Loan or its rights (includingother obligations under the Agreement) to any person except to the extent that such disclosure is necessary to establish that such Commitment, without limitationLoan 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, rights to payment and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of principal and interest) under such participation for all purposes of this Agreement to secure obligations of such Lender to a Federal Reserve Bank, without notwithstanding any 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 substitute any such pledgee or grantee for such Lender as a party heretocontrary. (ce) Each Affected Party and Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant or proposed assignee or participant any information, including Confidential Information, relating to the Borrower furnished to such Lender by or on behalf of the Borrower. (f) Subject to Section 10.04(a), each Indemnified Party shall be an express third party beneficiary of the parties hereto hereby agrees to execute any amendment to this AgreementAgreement that is required in order to facilitate the addition of any new Lender hereunder as contemplated by this Section 10.04.

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 the Lender, the Lender Agents, the Collateral Agent, the Account BankCollateral Custodian, the Collateral Custodian Bank and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each The Lender and their its respective successors and assigns may assign, 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) and/or (ii) any Advance (or portion thereof) or any Variable BUSINESS.29976944.129976944.10 Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any Person other Person with the prior written consent of than the Borrower (such consent not to be unreasonably withheld); c. any or an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; thereof; provided that, (yx) any Conduit so long as no Event of Default has occurred, unless the Borrower shall otherwise consent in its sole discretion, the Lender shall not need prior consent to at any time may only assign, or syndicate, grant a security interest or sell a participation interest in, any Advance (or portion thereof) its rights and obligations hereunder to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent who is not an Ares Competitor and (zy) if any after an Event of Default has occurred, the Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to may assign its entire interest in the Advances rights and this Agreement pursuant obligations hereunder to this Section 12.04(a) to a transferee selected by the Administrative Agentany Person or Persons who are not an Ares Competitor. Any such 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 parties. None of the applicable Lender Agent. The Borrower shall not (nor shall it permit the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Whenever the term “Lender” is used herein, it shall mean SMBC, each other Lender party hereto and/or each of their respective assignees, as the context may require; provided that prior to the last day of the Reinvestment Period, each such party shall have a pro rata share of the rights and obligations of the Lender hereunder in such percentage amount as shall be obtained by dividing such party’s commitment to fund Advances hereunder by the total commitment of all parties to fund Advances hereunder; provided further that on and after the last day of the Reinvestment Period, each such party shall have a pro rata share of the aggregate Advances Outstanding as shall be obtained by dividing the amount of Advances Outstanding funded by such party by the total amount of Advances Outstanding (in each case, the “Commitment Percentage”). Unless otherwise specified herein, any right at any time of the Lender to enforce any remedy, or instruct the Administrative Agent to take (or refrain from taking) any action hereunder, shall be exercised by the Administrative Agent only upon direction by the Required Lenders at such time. (c) Notwithstanding any other provision of this Section 12.0411.04, any the Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, including without limitation, limitation rights to payment of principal and interest) under this Agreement to secure obligations of such the Lender to a Federal Reserve Bank, 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 the Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such the Lender as a party hereto. (cd) Each Affected Party 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 each Indemnified Party shall be an express third party beneficiary to approve any amendment, modification or waiver of any provision of this Agreement.; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.01

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Servicer, the 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. With Subject to Section 11.04(b) below, with the prior written consent of the Administrative Agent 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, 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, notwithstanding the foregoing, (yA) any Conduit Lender shall not need without the prior consent to at any time of the Borrower, a Lender may assign, or grant a security interest or sell a participation interest in, its rights and obligations hereunder to an Affiliate; and (B) any Lender may assign or participate all or a portion of its 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 the Borrower of such assignment 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 the prior consent of the Borrower. Notwithstanding anything contained in this Agreement to the contrary, (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 a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent Competitor), and (zii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b2.22(b), then the Administrative Facility Agent shall have the right to cause or direct such Defaulting Lender Person to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative AgentFacility Agent and the Borrower, in an assignment which satisfies the conditions set forth above. Any such assignee 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Equityholder or the Equityholder to) 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. 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 clause (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 Facility Agent (in its capacity as Facility Agent) shall have no responsibility for maintaining a Participant Register. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Facility Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this AgreementAgreement (as applicable, to the extent any such party is not party hereto).

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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior Prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of , unless the Borrower shall otherwise consent (such which consent shall not to be unreasonably withheldwithheld or delayed); c. any , a Lender and 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 such Default has occurred, a Lender with prior written notice may assign its rights and obligations hereunder to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any . Any Conduit Lender shall not need prior consent -138- to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank that is a Lender, Lender Agent or an Affiliate thereof or any commercial paper conduit sponsored by a Liquidity Bank that is a Lender, Lender Agent or an Affiliate of its related Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agentthereof. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Seller or the Equityholder to) 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. Notwithstanding any provision in this Agreement to the contrary, no Lender may assign its rights or obligations hereunder to the Borrower, the Servicer or any affiliate thereof. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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 AgentsCollateral Agent, the Collateral AgentAdministrator, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance or the I/O Loan (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Person; provided that, so long as no Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , 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 Lender with prior written notice to consent of the Borrower; or d. any Person, if Borrower shall be required by any change in Applicable Law with prior written notice to for an assignment of the Borrower; and I/O Loan (ii) after the occurrence of any Event of Defaultor portion thereof), any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant of a security interest or sell sale of a participation interest into any Person, any Advance (or portion thereof) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of its related a Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(bor an assignment that is required by Applicable Law), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. 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 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 |US-DOCS\148390876.14|| recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender AgentLender. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interestinterest with respect to the Advances and/or the I/O Notional Loan Amount and interest with respect to the I/O Loan, as applicable) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents, any Advance and/or the I/O Loan pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment. (e) 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 and Section 1.163-5(b) of the proposed 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (f) In the event any Lender sells a participation in this Agreement or any Advance, the Borrower agrees that each participant shall be entitled to the benefits of Sections 2.10 and 2.11 (subject to the requirements and limitations therein, including the requirements under Section 2.11(f) (it being understood that the documentation required under Section 2.11(f) 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 12.04; provided that such participant |US-DOCS\148390876.14|| (i) agrees to be subject to the provisions of Section 2.19(c) as if it were an assignee under this Section 12.04; and (ii) shall not be entitled to receive any greater payment under Sections 2.10 or 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 Law that occurs after the participant acquired the applicable participation.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Portfolio 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. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Person; provided that, so long as no Unmatured Event of Default: a. any Eligible Assignee with 90 days Default or Event of Default has occurred and is continuing, no such assignment, grant or sale shall be permitted (x) to a Disqualified Institution or such shorter period as agreed to by the Borrower(y) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with 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); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, conditioned or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agentdelayed. Any such assignee shall execute and deliver to the Portfolio 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. 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 Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative AgentServicer, each the Lender, the Lender AgentsBackup Servicer, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Lender’s Bank and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may assign, 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) and/or (ii) by the Lender and its successors and assigns. None of the Borrower, the Servicer or the Backup Servicer may assign any Advance (or portion thereof) of its rights and obligations hereunder or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with interest herein without the prior written consent of the Borrower (such consent not Lender. The parties to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, each assignment or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement made pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee 9.04 shall execute and deliver to 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 assignmentLender, 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 Lender and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Lender AgentAssignment 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 shall not (nor shall it permit the Sellerof any assignment or participation thereof made pursuant to this Section 9.04. The Lender may, the Collateral Manager in connection with any assignment or the Equityholder to) assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document participation or any interest herein proposed assignment or in participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any Transaction Document without information relating to the prior written consent of each Lender Agent Borrower and the Administrative Agent. (b) Notwithstanding any other provision of this Section 12.04, any Pledged Assets furnished to the Lender may at any time pledge by or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent on behalf of the Borrower or the Administrative AgentServicer; provided provided, however, that no such pledge or grant of a security interest the Lender shall release such Lender from any of its obligations hereunder, or substitute not disclose any such pledgee information until it has obtained an agreement from such assignee or grantee for participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Lender, the Borrower, the Servicer and such Lender as a party heretoassignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With Each Lender and their respective successors and assigns may assign (with the written consent of the Administrative Agent (Agent, such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of Eligible Assignee; provided that unless an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. ) shall be required for any Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any assignee that is not already a Lender immediately prior to such assignee assignment shall execute and deliver to 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 Lender shall execute and deliver to the Borrower and the Administrative Agent a fully-executed Joinder 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. The Borrower shall may not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.0410.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto, as the case may be. (c) If a Lender (i) is a Defaulting Lender, (ii) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and the Majority Lenders consented (whether pursuant to Section 10.01 or otherwise), or (iii) requests that the Administrative Agent deliver a demand for payment by the Borrower of amounts payable pursuant to Section 2.09 or Section 2.10, then, in addition to any other rights and remedies that any Person may have, the Borrower may, by notice to the applicable Lender within 120 days after such event (with a copy of such notice concurrently delivered to the Administrative Agent), require such Lender to assign all of its rights and obligations under the Transaction Documents to one or more Eligible Assignees specified by the Borrower or the Administrative Agent within 20 days after the Borrower’s notice. The Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such assignment if any member of the affected Lender fails to execute same. The affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Transaction Documents, including all principal, interest and fees through the date of assignment (and including, for the avoidance of doubt, any amounts payable pursuant to Section 2.09(a) or (b) the request for which resulted in the application of this Section 10.04(c)). (d) Upon the effectuation of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents pursuant to Section 10.04(a) or Section 10.04(c) and the delivery to the Administrative Agent of all assignment documentation and the Transferee Letter, the Administrative Agent shall revise Schedule 1.01(a) to reflect such assignment. (e) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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. With the prior written consent of the Administrative Agent Borrower (such which consent shall not to be unreasonably withheld), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: to any Person; provided that, (iw) 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 occurrence of Borrower, (x) after an Event of Default: a. Default has occurred, a Lender may assign its rights and obligations hereunder to any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with without the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent from the Borrower to at any time assign, or grant a security interest or 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) if any Lender becomes may assign or participate all or a Defaulting portion of its interests hereunder or under its Variable Funding Note without the consent of the Borrower upon such Lender, unless ’s good faith determination that such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agentassignment or participation is required for regulatory reasons. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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). In addition, without limiting the foregoing, this Agreement shall not be assigned within the 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 intended assignment following appropriate notice to the Borrower from GCIC Senior Loan FundGC Advisors LLC. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Hedge Counterparty, each Affected Party and each Indemnified Party shall be an express third party beneficiary 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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Term Loan Note (or any portion thereof) to: (i) to any Eligible Assignee; provided that prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written , consent of the Borrower (such consent not to be unreasonably withheld); c. ) shall be required for a Lender to assign to any Person that is not an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such 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. The Neither the Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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 the Lenders unless otherwise contemplated hereby. Nothing in this Agreement or the Assignment and Assumption Agreement can restrict or delay a Lender’s ability to assign or sell a participating in its interests hereunder to an Affiliate. No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Administrative AgentRegister or Participant Register, as applicable, pursuant to Section 2.11. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative AgentServicer, each the Lender, the Lender AgentsBackup Servicer, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Lender’s Bank and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may assign, 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) and/or (ii) by the Lender and its successors and assigns. None of the Borrower, the Servicer or the Backup Servicer may assign any Advance (or portion thereof) of its rights and obligations hereunder or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with interest herein without the prior written consent of the Borrower (such consent not Lender. The parties to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, each assignment or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement made pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee 9.04 shall execute and deliver to 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 assignmentLender, 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. The Borrower shall not (nor shall it permit the SellerLender, the Collateral Manager Borrower, the Servicer and such assignee or the Equityholder toparticipant or proposed assignee or participant) assign, any information obtained which is not already publicly known 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 Agentavailable. (b) Notwithstanding Whenever the term “Lender” is used herein, it shall mean Mxxxxx Sxxxxxx and/or any other provision Person which shall have executed an Assignment and Acceptance; provided, however, that each such party shall have a pro rata share of this Section 12.04the rights and obligations of the Lender hereunder in 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. Unless otherwise specified herein, any Lender may right at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such the Lender to enforce any remedy, shall be exercised by the Lender only upon direction by such parties that hold a Federal Reserve Bank, without notice to or consent majority of the Borrower or the Administrative Agent; provided that no Commitment Percentages at such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such Lender as a party heretotime. (c) Each Affected Party Subject to Section 9.04(a), each of the parties hereto hereby agrees to execute any amendment to this Agreement that is required in order to facilitate the addition of any new Lender hereunder as contemplated by this Section 9.04 and each Indemnified Party shall be an express third party beneficiary of this Agreementwhich does not have any adverse effect on the Borrower, the Originator, the Servicer or any Affiliate 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. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance or the I/O Loan (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Person; provided that, so long as no Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , 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 Lender with prior written notice to consent of the Borrower; or d. any Person, if Borrower shall be required by any change in Applicable Law with prior written notice to the Borrower; and for (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (yw) any Conduit Lender shall not need prior consent to at any time assign, or grant of a security interest or sell sale of a participation interest into any Person, any Advance (x) an assignment of the I/O Loan (or portion thereof) to any Person that is not a Liquidity Bank or any commercial paper conduit sponsored by Disqualified Institution, (y) an assignment to a Liquidity Bank Lender or an Affiliate of its related a Lender Agent and or (z) if an assignment that is required by Applicable Law (provided that notice of any Lender becomes a Defaulting Lender, unless such Lender assignment shall have been deemed be provided to no longer be a Defaulting Lender pursuant to Section 2.21(bthe Borrower), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent). Any such assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially fully‑executed 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, including rights to payment of principal and interestinterest with respect to the Advances and/or the I/O Notional Loan Amount and interest with respect to the I/O Loan, as applicable) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents, any Advance and/or the I/O Loan pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment. (e) 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 and Section 1.163-5(b) of the proposed 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant 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. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign, 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) and/or (ii) any Advance or the I/O Notional Loan (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Person; provided that, so long as no Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , 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 Lender with prior written notice to consent of the Borrower; or d. Borrower shall be required for any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence grant of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell sale of a participation interest into any Person, any Advance (or portion thereof) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of a Lender or an assignment that is required by Applicable Law); provided, further, that, so long as the Facility Maturity Date has not been declared or has not automatically occurred, the Borrower has provided its related Lender Agent and (z) if written consent to any Lender becomes assignment to a Defaulting LenderDisqualified Institution; provided, unless such further, that the applicable Lender shall have been deemed provide to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest Borrower not less than two Business Days’ prior written notice of any proposed assignment (except in the Advances and this Agreement pursuant to this Section 12.04(a) case of an assignment to a transferee selected by Lender or an Affiliate of a Lender) and the Administrative Agentidentity of the proposed assignee. 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 (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. The None of the Borrower shall not (nor shall it permit the Selleror, except in connection with a Permitted Equityholder Transaction, the Collateral Manager or the Equityholder to) 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. (b) In the event Lender sells a participation in this Agreement or any Advance, the Borrower agrees that each participant shall be entitled to the benefits of Section 2.09, Section 2.10 and Section 2.11 (subject to the requirements and limitations therein, including the requirements under Section 2.10(g) (it being understood that the documentation required under Section 2.10(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and only where the Borrower has given consent to such participation in the manner as would be required for any assignment pursuant to Section 12.04(a); provided that such participant (A) agrees to be subject to the provisions of Section 2.11 as if it were an assignee under Section 12.04(a); and (B) shall not be entitled to receive any greater payment under Section 2.09 or Section 2.10, 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 Law that occurs after the participant acquired the applicable participation. (c) 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 on the Advances or stated interest on the I/O Loan, as applicable) of each participant’s interest in the Advance 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 Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (d) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interestinterest with respect to the Advances and/or rights to payment of interest with respect to the I/O Notional Loan, as applicable) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (ce) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (f) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents, any Advance and/or the I/O Notional Loan pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex B to reflect such assignment.

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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Revolving Note (or any portion thereof) to: (i) to any Eligible Assignee; provided that prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written , consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if ) shall be required by any change in Applicable Law with prior written notice to the Borrower; and for (iix) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or to assign to any commercial paper conduit sponsored by Person that is not a Liquidity Bank or an Affiliate of its related Lender Agent and a Liquidity Bank or (zy) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting an Institutional Lender to assign to any Person that is not an Affiliate of such Lender; provided, further, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its entire interest in the Advances and rights under this Agreement pursuant to this Section 12.04(a) 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 transferee selected by the Administrative Agentsecurity interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such Conduit Lender as a party hereto. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. Notwithstanding anything contained in this Agreement to the contrary, no consent of the Borrower shall be needed for a Conduit 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 trustee and no Transferee Letter or any Joinder Supplement shall be required in connection therewith. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement or under a Liquidity Agreement to secure obligations of such Lender Lender, including any pledge or security interest granted to a any Federal Reserve Bank, or any central bank, 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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) If a Lender (i) is a Defaulting Lender, (ii) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and the Majority Lenders consented (whether pursuant to Section 12.01 or otherwise), or (iii) requests that the Administrative Agent deliver a demand for payment by the Borrower of amounts payable pursuant to Section 2.10(a) or (b), then, in addition to any other rights and remedies that any Person may have, the Borrower may, by notice to the applicable Lender Agent within 120 days after such event (with a copy of such notice concurrently delivered to the Administrative Agent), require such Lender Group to assign all of its rights and obligations under the Transaction Documents to one or more Eligible Assignees specified by the Borrower or the Administrative Agent within 20 days after the Borrower’s notice. The Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such assignment if any member of the affected Lender Group fails to execute same. The affected Lender Agent on behalf of the Lender Group shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Transaction Documents, including all principal, interest and fees through the date of assignment (and including, for the avoidance of doubt, any amounts payable pursuant to Section 2.10(a) or (b) the request for which resulted in the application of this Section 12.04(c)). (d) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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 the Lender, the Lender Agents, the Collateral Agent, the Account BankCollateral Custodian, the Collateral Custodian Bank and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each The Lender and their its respective successors and assigns may assign, 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any Person other Person with the prior written consent of than the Borrower (such consent not to be unreasonably withheld); c. any or an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; thereof; provided that, (yx) any Conduit so long as no Event of Default has occurred, unless the Borrower shall otherwise consent in its sole discretion, the Lender shall not need prior consent to at any time may only assign, or syndicate, grant a security interest or sell a participation interest in, any Advance (or portion thereof) its rights and obligations hereunder to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent who is not an Ares Competitor and (zy) if any after an Event of Default has occurred, the Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to may assign its entire interest in the Advances rights and this Agreement pursuant obligations hereunder to this Section 12.04(a) to a transferee selected by the Administrative Agentany Person or Persons who are not an Ares Competitor. Any such 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 parties. None of the applicable Lender Agent. The Borrower shall not (nor shall it permit the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.written

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. With the prior written consent of the Administrative Agent (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, 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) and/or (ii) any Advance (or portion thereof) to any Person (excluding any natural person); provided that, so long as no Unmatured Event of Default or any Variable Funding Note Event of Default has occurred and is continuing, the Borrower (or any portion thereof) to: (i) prior to the occurrence Servicer on behalf of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , conditioned or delayed) to such assignment to (x) any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided thatCompetitor, (y) any Conduit Person (including a Lender shall not need prior consent or an Affiliate of a Lender) if, after giving effect to at any time assignsuch 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 (1) any grant of a security interest or sell sale of a participation interest into any Person (other than, any Advance prior to the occurrence and continuation of an Unmatured Event of Default or Event of Default, a Competitor), (or portion thereof2) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of its related a Lender Agent if the conditions set forth in clause (y) above are not met, or (3) an assignment that is required by Applicable Law (and, prior to the occurrence and (z) if any Lender becomes a Defaulting Lendercontinuation of an Unmatured Event of Default or Event of Default, unless such Lender shall have been deemed agrees to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender use reasonable efforts to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative AgentPerson that is not a Competitor). 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 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor, the SPV Transferor or the Equityholder to) 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, other than any assignment effected in connection with a transaction that meets the requirements of Section 5.04(a). (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment. (e) 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 and Section 1.163-5(b) of the proposed 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 USActive 55125247.5 178 purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (f) Each Transferee (as defined below), represents and warrants to the Borrower that it is a Qualified Lender. Neither any Lender nor any Transferee may assign, sell any participation in or otherwise transfer (any such transaction, a "Transfer") any of its rights or obligations under this Agreement or any other Transaction Document to any Person (a "Transferee"), unless (A) the Transferee shall have represented and agreed in writing that it is a Qualified Lender at the time of such Transfer, (B) the Transferee agrees that it will be bound by the restrictions on Transfer contained in this Section 12.04(f), (C) a copy of any such representations or agreements shall have been furnished to the Borrower and (D) any such representations or agreements shall run to the benefit of and be enforceable by the Borrower.

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. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Person; provided that, so long as no Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , 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 Lender with prior written notice to consent of the Borrower; or d. Borrower shall be required for any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence grant of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell sale of a participation interest into any Person, any Advance (or portion thereof) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of a Lender or an assignment that is required by Applicable Law); provided, further, that, so long as the Facility Maturity Date has not been declared or has not automatically occurred, the Borrower has provided its related Lender Agent and (z) if written consent to any Lender becomes assignment to a Defaulting LenderDisqualified Institution; provided, unless such further, that the applicable Lender shall have been deemed provide to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest Borrower not less than two Business Days’ prior written notice of any proposed assignment (except in the Advances and this Agreement pursuant to this Section 12.04(a) case of an assignment to a transferee selected by Lender or an Affiliate of a Lender) and the Administrative Agentidentity of the proposed assignee. 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 (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. The None of the Borrower shall not (nor shall it permit the Selleror, except in connection with a Permitted Equityholder Transaction, the Collateral Manager or the Equityholder to) 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. (b) In the event Lender sells a participation in this Agreement or any Advance, the Borrower agrees that each participant shall be entitled to the benefits of Section 2.09, Section 2.10 and Section 2.11 (subject to the requirements and limitations therein, including the requirements under Section 2.10(g) (it being understood that the documentation required under Section 2.10(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and only where the Borrower has given consent to such participation in the manner as would be required for any assignment pursuant to Section 12.04(a); provided that such participant (A) agrees to be subject to the provisions of Section 2.11 as if it were an assignee under Section 12.04(a); and (B) shall not be entitled to receive any greater payment under Section 2.09 or Section 2.10, 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 Law that occurs after the participant acquired the applicable participation. (c) 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 Advance 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 Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (d) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (ce) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (f) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex B to reflect such assignment.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of each Loan Party, the BorrowerServicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign, 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) and/or (ii) any Advance (or portion thereof) to any Person; provided that, so long as no Default or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , conditioned or delayed) to such assignment to any Person that is a Disqualified Institution, or is not a Lender or an Affiliate of a Lender (but, for the avoidance of doubt, no such Lender with prior written notice to consent of the Borrower; or d. Borrower shall be required for any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence grant of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell sale of a participation interest into any Person, any Advance (or portion thereof) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of its related Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) an assignment to a transferee selected Person that is not a Disqualified Institution or an assignment that is required by the Administrative AgentApplicable 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. The Borrower shall not (nor shall it permit the SellerNone of any Loan Party, the Collateral Manager Originator or the Equityholder to) 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. 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 Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment.

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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of any Eligible Assignee; provided that unless an Event of Default: a. any Eligible Assignee with 90 days Default pursuant to Section 6.01(a) or (or such shorter period as agreed to by d) has occurred, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. ) shall be required for a Lender to assign to any Person that is not an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee shall execute and deliver to the Borrower Borrower, the Facility Servicer, the 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 including the Patriot Act. Upon delivery of the duly-executed Assignment and Assumption Agreement, processing fee and any “know your customer information requested by the applicable Lender Administrative Agent. The Borrower shall not (nor shall it permit the Seller, the Collateral Manager or Administrative Agent shall accept such Assignment and Assumption Agreement and record the Equityholder toinformation 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 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 may sell a 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 Administrative AgentRegister or Participant Register, as applicable, pursuant to Section 2.03. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve BankBank (such agreement, 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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Any Lender may at any time (i) without the consent of, or notice to, the Borrower and (ii) without the consent of, but with notice to, the Administrative Agent, sell participations to any Person (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 Participant 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; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.01(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Section 2.14 (subject to the requirements and limitations therein, including the requirement to provide the forms required by Section 2.14(d) through Section 2.14(h) (it being understood that the documentation required under Section 2.14(d) through Section 2.14(h) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment; provided, that the Participant shall not be entitled to receive any greater payment under Section 2.13 or Section 2.14, with respect to any participation, than its participating Lender would have been entitled to receive.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each LenderServicer, the Lender AgentsTransferor, the Agent, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Secured Parties and their respective successors and permitted assigns. With the written consent Each Indemnified Party shall be an USActive 52762757.1552762757.22 148 express third party beneficiary of the Administrative Agent (such consent not to be unreasonably withheld), each this Agreement. Each Lender and their its respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, as applicable, (yx) any Conduit Lender unless otherwise consented to by Ares, Xxxxx Fargo shall (A) not need prior consent to at any time assign, or grant a security interest or sell a participation interest in its Commitments such that 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 has occurred and is continuing, a Lender may assign its rights and obligations under this Agreement or any Advance to any Person with the consent of the Agent (such consent not to be unreasonably withheld or delayed) but without any consent from the Borrower; provided further that before an Event of Default has occurred, any Lender may assign its rights and obligations under this Agreement or any Advance to 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 assignment or participation, which notice shall identify the material regulatory or legal reasons necessitating such assignment or participation). Any such assignee shall execute and deliver to the Servicer, the Borrower and the 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 a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent Person and (zii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b2.23(b), then the Administrative Agent shall have the right to cause such Defaulting Lender Person to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee shall execute and deliver to , in an assignment which satisfies the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially conditions set forth in the form first sentence of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplementthis 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Equityholder, the Transferor or the Equityholder to) 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 AgentDocument. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Hedge Counterparty, each Affected Party and each Indemnified Party shall be an express third party beneficiary 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. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance or the I/O Notional Loan (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Person; provided that, so long as no Unmatured Event of Default: a. any Eligible Assignee with 90 days (Default or such shorter period as agreed to by Event of Default has occurred, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. , 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 Lender with prior written notice to consent of the Borrower; or d. Borrower shall be required for any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence grant of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell sale of a participation interest into any Person, any Advance (or portion thereof) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of its related a Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless or an assignment that is required by Applicable Law; provided that such Lender shall have been deemed gives written notice of such assignment to no longer be a Defaulting Lender pursuant to Section 2.21(bthe Borrower), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. 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 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interestinterest with respect to the Advances and/or rights to payment of interest with respect to the I/O Notional Loan, as applicable) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents, any Advance and/or the I/O Notional Loan pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment. (e) 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 on the Advances or stated interest on the I/O Loan, as applicable) 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 and Section 1.163-5(b) of the proposed 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. The Borrower agrees that each participant shall be entitled to the benefits of 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)) and each participant shall not be entitled to receive any greater payment under Sections 2.10 or 2.11, with respect to any participation, than its participating Lender would have been entitled to receive.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Manager, 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. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Person; provided that, if no Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the ’s prior written consent of the Borrower (such consent not to be unreasonably withheld), conditioned or delayed; provided that it shall not be unreasonable if the proposed grantee, participant or assignee is a Competitor) shall be required for: (A) a grant of a security interest a Competitor; c. any Affiliate (B) a sale of such Lender with prior written notice participation interest to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrowera Competitor; and (iiC) after an assignment to any Person, Notwithstanding the occurrence foregoing, no consent of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, Borrower shall be required for (yx) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) an assignment to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank Lender or an Affiliate of its related a Lender Agent that is not a Competitor or (y) an assignment that is required by Applicable Law (provided that notice of any such assignment shall be provided to the Borrower). No consent of the Borrower shall be required for any assignment, grant of security interest or sale of participation if an Event of Default has occurred and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) is continuing. With respect to a transferee selected by the Administrative Agent. Any proposed assignment, any such assignee shall execute and deliver to the Manager, 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Fund or the Equityholder to) 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. Notwithstanding any sale of participation interest under this Section 12.04, (i) the selling Lender’s obligations under this Agreement shall remain unchanged, (ii) such selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such selling Lender in connection with such Xxxxxx’s rights and obligations under this Agreement. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, including rights to payment of principal and interestinterest with respect to the Advances) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents and/or any Advance pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment. (e) The Borrower agrees that each participant shall be entitled to the benefits of Sections 2.10 and 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 12.04; provided that such participant (i) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under this Section 12.04; and (ii) shall not be entitled to receive any greater payment under Section 2.10 or 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 Law that occurs after the participant acquired the applicable participation. 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 and Section 1.163-5(b) of the proposed 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant 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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of Eligible Assignee; provided that unless an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. ) shall be required for a Lender to assign to any Person that is not an Affiliate of such Lender with prior written notice to Lender; provided, further, that in no circumstance (including, for the Borrower; or d. any Personavoidance of doubt, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence and during the continuation of any an Event of Default, ) may any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest in (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or sell a participation interest in, in part or (ii) 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative AgentCompetitor. Any such assignee shall execute and deliver to the Calculation 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. The Neither the Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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 may sell a 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 Administrative AgentRegister or Participant Register, as applicable, pursuant to Section 2.03. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve BankBank (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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) Each Affected Party and 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 (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; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.01(b) that affects such Participant.

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. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance or the I/O Notional Loan (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Person; provided that, so long as no Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (and, other than with respect to a Disqualified Institution, such consent not to be unreasonably withheld); c. any Affiliate of , conditioned or delayed) to such Lender with prior written notice assignment to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit that is not a Lender shall not need prior consent to at any time assign, or grant a security interest or 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 a Lender Agent and (z) if but, for the avoidance of doubt, no such consent of the Borrower shall be required for any Lender becomes grant of a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire security interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected Federal Reserve bank, an assignment to a Lender or an Affiliate of a Lender that is not a Disqualified Institution or an assignment that is required by the Administrative AgentApplicable 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interestinterest with respect to the Advances and/or rights to payment of interest with respect to the I/O Notional Loan, as applicable) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents, any Advance and/or the I/O Notional Loan pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment. (e) 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 on the Advances or stated interest on the I/O Loan, as applicable) 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 and Section 1.163-5(b) of the proposed 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant 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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of Eligible Assignee; provided that unless an Unmatured Event of Default: a. any Eligible Assignee with 90 days (Default or such shorter period as agreed to by Event of Default has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. ) shall be required for a Lender to assign to any Person that is not an Affiliate of such Lender with prior written notice to Lender; provided, further, that in no circumstance (including, for the Borrower; or d. any Personavoidance of doubt, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any and during the continuation ofunless an Unmatured Event of Default, Default or Event of Default has occurred and is continuing) may any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest in (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or sell a participation interest in, in part or (ii) 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative AgentCompetitor. Any such assignee shall execute and deliver to the Calculation 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. The Neither the Borrower shall not (nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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. (b) Notwithstanding any other provision may sell a participation in its interests hereunder as provided in Section 11.04(d). No assignment or sale of a participation under this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party 11.04 shall be an express third party beneficiary of this Agreementeffective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to Section 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 Agents, the Collateral Agent, the Account BankCollateral Custodian, the Collateral Custodian Bank and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each The Lender and their its respective successors and assigns may assign, 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) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any Person other Person with the prior written consent of than the Borrower (such consent not to be unreasonably withheld); c. any or an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; thereof; provided that, (yx) any Conduit so long as no Event of Default has occurred, unless the Borrower shall otherwise consent in its sole discretion, the Lender shall not need prior consent to at any time may only assign, or syndicate, grant a security interest or sell a participation interest in, any Advance (or portion thereof) its rights and obligations hereunder to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent who is not a Designated Entity and (zy) if any after an Event of Default has occurred, the Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to may assign its entire interest in the Advances rights and this Agreement pursuant obligations hereunder to this Section 12.04(a) to any Person or Persons who are not a transferee selected by the Administrative AgentDesignated Entity. Any such 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 parties. None of the applicable Lender Agent. The Borrower shall not (nor shall it permit the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Whenever the term “Lender” is used herein, it shall mean SMBC and/or each of its assignees; provided that prior to the last day of the Reinvestment Period, each such party shall have a pro rata share of the rights and obligations of the Lender hereunder in such percentage amount as shall be obtained by dividing such party’s commitment to fund Advances hereunder by the total commitment of all parties to fund Advances hereunder; provided further that on and after the last day of the Reinvestment Period, each such party shall have a pro rata share of the aggregate Advances Outstanding as shall be obtained by dividing the amount of Advances Outstanding funded by such party by the total amount of Advances Outstanding (in each case, the “Commitment Percentage”). Unless otherwise specified herein, any right at any time of the Lender to enforce any remedy, or instruct the Administrative Agent to take (or refrain from taking) any action hereunder, shall be exercised by the Administrative Agent only upon direction by the Required Lenders at such time. (c) Notwithstanding any other provision of this Section 12.0411.04, any the Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, including without limitation, limitation rights to payment of principal and interest) under this Agreement to secure obligations of such the Lender to a Federal Reserve Bank, 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 the Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such the Lender as a party hereto. (cd) Each Affected Party, each Indemnified Party and each Indemnified Secured Party shall be an express third party beneficiary 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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or (ii) any Advance or L/C Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any Person other Person with the prior written consent of than the Borrower (such consent not to be unreasonably withheld); c. any or an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; thereof; provided 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 has occurred, a Lender may assign its rights and obligations hereunder to any Person and (z) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance or L/C 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Hedge Counterparty, each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

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. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Term Loan Note (or any portion thereof) to: (i) prior to the occurrence of any Eligible Assignee; provided that unless an Event of Default: a. any Eligible Assignee with 90 days Default pursuant to Section 6.01(a) or (or such shorter period as agreed to by d) has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. ) shall be required for a Lender to assign to any Person that is not an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee shall execute and deliver to the Borrower Borrower, the Facility Servicer, the 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. The Borrower shall not (Neither the Facility Servicer nor shall it permit the Seller, the Collateral Manager or the Equityholder to) 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 may sell a 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 Administrative Agent.Register or Participant Register, as applicable, pursuant to Section 2.03. 131 (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve BankBank (such agreement, 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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Any Lender may at any time (i) without the consent of, or notice to, the Borrower and (ii) without the consent of, but with notice to, the Administrative Agent, sell participations to any Person (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) (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 Participant 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; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.01(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Section 2.13 (subject to the requirements and limitations therein, including the requirement to provide the forms required by Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such Participant (A) agrees to be subject to the provisions of Section 2.13 as if it were an assignee under paragraph (a) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.12 or 2.13, with respect to any participation, than its participating Lender would have been entitled to receive. (e) No assignment or participation shall be made to any Person that was a Competitor as of the date (the “Trade Date”) on which the assigning Lender or participating Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has provided prior written consent to such assignment or participation, in its sole and absolute discretion, in which case such Person will not be considered a Competitor for the purpose of such assignment or 132

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. With Each Lender and their respective successors and assigns may assign (with the written consent of the Administrative Agent (Agent, such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may 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) and/or or (ii) any Advance (or portion thereof) or any Variable Funding Revolving Note (or any portion thereof) to: (i) to any Eligible Assignee; provided that prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days Default (unless waived or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written rescinded), consent of the Borrower (such consent not to be unreasonably withheld); c. ) 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 with prior written notice to the BorrowerLender; or d. any Personprovided, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Defaultfurther, any Person with prior written notice to the Borrower; ; provided that, (y) any a Conduit Lender shall not need prior consent to may at any time assign, pledge or grant a security interest or sell 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 inor the grantee of a security interest, but which shall include any Advance (or portion thereofsuch 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) to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to 169 DMSLIBRARY01\32370595.v1 payment of principal and interest) under this Agreement or under a Liquidity Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 hereunderhereunder or under such Liquidity Agreement, or substitute any such pledgee or grantee for such Lender as a party heretohereto or to such Liquidity Agreement, as the case may be. (c) If a Lender (i) is a Defaulting Lender, (ii) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and the Majority Lenders consented (whether pursuant to Section 12.01 or otherwise), or (iii) requests that the Administrative Agent deliver a demand for payment by the Borrower of amounts payable pursuant to Section 2.10(a) or (b), then, in addition to any other rights and remedies that any Person may have, the Borrower may, by notice to the applicable Lender Agent within 120 days after such event (with a copy of such notice concurrently delivered to the Administrative Agent), require such Lender Group to assign all of its rights and obligations under the Transaction Documents to one or more Eligible Assignees specified by the Borrower or the Administrative Agent within 20 days after the Borrower’s notice. The Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such assignment if any member of the affected Lender Group fails to execute same. The affected Lender Agent on behalf of the Lender Group shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Transaction Documents, including all principal, interest and fees through the date of assignment (and including, for the avoidance of doubt, any amounts payable pursuant to Section 2.10(a) or (b) the request for which resulted in the application of this Section 12.04(c)). (d) Upon the effectuation of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents pursuant to Section 12.04(a) or Section 12.04(c) and the delivery to the Administrative Agent of all assignment documentation and the Transferee Letter, the Administrative Agent shall revise Annex A to reflect such assignment. (e) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, Freedom Financial, the Administrative AgentServicer, each Lenderthe Administrator, the Custodian, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may assign, 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 the Lender and its successors and assigns without the consent of the sale of participation interests therein) and/or (ii) any Advance (or portion thereof) Borrower or any Variable Funding Note (other party hereto other than the Administrator, which consent shall not unreasonably be withheld, delayed or conditioned. The Lender may sell participations in all or a portion of its rights and obligations under this Agreement without the consent of the Borrower. None of the Borrower, the Servicer, Freedom Financial, the Administrator or the Custodian may assign any of its rights and obligations hereunder or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with interest herein without the prior written consent of the Borrower (such consent not Lender. The parties to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, each assignment or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement made pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee 9.04 shall execute and deliver to 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 and the applicable Lender Agentassignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available. The Borrower and Freedom Financial shall not (nor shall it permit fully cooperate with the Seller, the Collateral Manager or the Equityholder to) 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 Administrator and the Administrative AgentLender in effecting any assignment or participation hereunder, including, without limitation, making such management personnel, information and resources available as shall be reasonably requested by the Administrator. (b) Notwithstanding Whenever the term “Lender” is used herein, it shall mean ReMark or, if applicable, any other provision Person which shall have executed an Assignment and Acceptance; provided, however, that each such party shall have a pro rata share of this Section 12.04the rights and obligations of the Lender hereunder in such percentage amount (the “Commitment Percentage”) as shall be obtained by dividing such party’s commitment to fund Advances hereunder by the total commitment of all parties to fund Advances hereunder. Unless otherwise specified herein, any right at any time of the Lender to enforce any remedy, or instruct the Administrator to take (or refrain from taking) any action hereunder, shall be exercised by the Administrator only upon direction by such parties that hold a majority of the Commitment Percentages at such time. (c) Lender may at any time pledge or grant assign a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement Agreement, including the Advances and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to secure its obligations, including any pledge or assignment to secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest assignment shall release such Lender from any of its obligations hereunder, hereunder or substitute any such pledgee or grantee assignee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary 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 AgentsCollateral Agent, the Collateral AgentAdministrator, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the prior written consent of the Administrative Agent (unless such consent not assignment is to be unreasonably withheldan Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance or the I/O Notional Loan (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Person; provided that, so long as no Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by Default has occurred and is continuing, the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior Borrower has provided its written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of , conditioned or delayed) to such Lender with prior written notice assignment to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit that is not a Lender shall not need prior consent to at any time assign, or grant a security interest or 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 a Lender Agent and (z) if but, for the avoidance of doubt, no such consent of the Borrower shall be required for any grant of a security interest to any Person, an assignment to a Lender becomes or an Affiliate of a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) an assignment to a transferee selected Person that is not a Disqualified Institution or an assignment that is required by the Administrative AgentApplicable 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. (b) Notwithstanding any other provision of this Section 12.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interestinterest with respect to the Advances and/or rights to payment of interest with respect to the I/O Notional Loan, as applicable) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) Upon the effectiveness of any assignment by any Lender of all or any of its rights and obligations under the Transaction Documents, any Advance and/or the I/O Notional Loan pursuant to Section 12.04(a) and the delivery to the Administrative Agent of all assignment documentation and the Assignment and Acceptance, the Administrative Agent shall revise Annex A to reflect such assignment. (e) 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 on the Advances or stated interest on the I/O Loan, as applicable) 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 and Section 1.163-5(b) of the proposed 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (f) In the event Lender sells a participation in this Agreement or any Advance, the Borrower agrees that each participant shall be entitled to the benefits of Section 2.10, Section 2.11 and Section 2.22 (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 Section 12.04(a); provided that such participant (A) agrees to be subject to the provisions of Section 2.22 as if it were an assignee under Section 12.04(a); 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 Law that occurs after the participant acquired the applicable participation.

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. With Subject to the written prior consent of the Administrative Agent Borrower (such consent not to be unreasonably withheld, delayed or conditioned), each Lender and their respective successors and assigns may 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) and/or (ii) any Advance (or portion thereof) or to any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any Person other Person with the prior written consent of than the Borrower (such consent not to be unreasonably withheld); c. any or an Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; thereof; provided 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, (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 (z) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such 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. The Borrower shall not (nor shall it permit None of the SellerBorrower, the Collateral Manager Transferor or the Equityholder to) 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. Notwithstanding 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 Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances under this Agreement to a transferee (other than a Prohibited Transferee) selected by the Administrative Agent, in an assignment that satisfies the conditions set forth in this Section 11.04. (b) Notwithstanding any other provision of this Section 12.0411.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, 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 substitute any such pledgee or grantee for such Lender as a party hereto. (c) Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. (d) The Borrower agrees that each participant shall be entitled to the benefits of Sections 2.10 and 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; provided that such participant shall not be entitled to receive any greater payment under Sections 2.10 or 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 shall give the Borrower notice of such participation and agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.11(i) with respect to any participant. (e) 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 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 Obligations) to any Person except to the Borrower as set forth in Section 11.04(d) and 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. 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 Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative AgentServicer, each the Lender, the Lender AgentsBackup Servicer, the Collateral AgentCustodian, the Account Bank, the Collateral Custodian Lender’s Bank and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may assign, 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) and/or (ii) by the Lender and its successors and assigns. None of the Borrower, the Servicer or the Backup Servicer may assign any Advance (or portion thereof) of its rights and obligations hereunder or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with interest herein without the prior written consent of the Borrower (such consent not Lender. The parties to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, each assignment or grant a security interest or 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) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement made pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee 9.04 shall execute and deliver to 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 assignmentLender, 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. The Borrower shall not (nor shall it permit the SellerLender, the Collateral Manager Borrower, the Servicer and such assignee or the Equityholder toparticipant or proposed assignee or participant) assign, any information obtained which is not already publicly known 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 Agentavailable. (b) Notwithstanding Whenever the term “Lender” is used herein, it shall mean Xxxxxx Xxxxxxx AFI and/or any other provision Person which shall have executed an Assignment and Acceptance; provided, however, that each such party shall have a pro rata share of this Section 12.04the rights and obligations of the Lender hereunder in 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. Unless otherwise specified herein, any Lender may right at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such the Lender to enforce any remedy, shall be exercised by the Lender only upon direction by such parties that hold a Federal Reserve Bank, without notice to or consent majority of the Borrower or the Administrative Agent; provided that no Commitment Percentages at such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such Lender as a party heretotime. (c) Each Affected Party Subject to Section 9.04(a), each of the parties hereto hereby agrees to execute any amendment to this Agreement that is required in order to facilitate the addition of any new Lender hereunder as contemplated by this Section 9.04 and each Indemnified Party shall be an express third party beneficiary of this Agreementwhich does not have any adverse effect on the Borrower, the Originator, the Servicer or any Affiliate thereof.