Common use of Delegation; Assignments Clause in Contracts

Delegation; Assignments. Except as permitted by Section 2(b) of this Agreement, the Collateral Manager may not assign or delegate its rights or responsibilities hereunder unless (a) such assignment or delegation has received the consent of the Issuer and a Majority-in-Interest of Preferred Shareholders, and (b) the Issuer has received the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes and, notwithstanding any such consent, no delegation of duties by the Collateral Manager shall relieve it from any liability hereunder. Notwithstanding the foregoing, the Collateral Manager shall be permitted, without the consent of the Issuer and the consent of the Preferred Shareholders or receiving the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes, to assign any or all of its rights and delegate any or all of its obligations under this Agreement to an Affiliate or a wholly-owned subsidiary of an Affiliate so long as such Affiliate or wholly-owned subsidiary (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager under this Agreement, (ii) is legally qualified and has the capacity to act as Collateral Manager under this Agreement and (iii) immediately after the assignment or delegation, employs principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment or delegation not occurred, provided, that the Collateral Manager shall be permitted, with the consent of the Issuer and a Majority-in-Interest of Preferred Shareholders, to assign to an entity, other than an Affiliate, which immediately after such assignment employs the same principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment not occurred; provided, further, that such entity meets the criteria in subclauses (i) and (ii) above and each of the Rating Agencies has confirmed in writing that such assignment will not cause the reduction or withdrawal of its then current ratings of any Class of Notes. Any assignment consented to by the Issuer and a Majority-in-Interest of Preferred Shareholders shall bind the assignee hereunder in the same manner as the Collateral Manager is bound. In addition, the assignee shall execute and deliver to the Issuer and the Trustee a counterpart of this Agreement naming such assignee as Collateral Manager. Upon the execution and delivery of such a counterpart by the assignee, the Collateral Manager shall be released from further obligations pursuant to this Agreement, except with respect to its obligations arising under Section 10 of this Agreement prior to such assignment and except with respect to its obligations Section 14 hereof. This Agreement shall not be assigned by the Issuer without the prior written consent of the Collateral Manager and the Trustee and receipt of written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes, except in the case of assignment by the Issuer to (i) an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder or (ii) the Trustee as contemplated by the Granting Clause of the Indenture. In the event of any assignment by the Issuer, the Issuer shall use its best efforts to cause its successor to execute and deliver to the Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. The Issuer will pledge as collateral security its rights, title and interest in (but not its obligations under) this Agreement to the Trustee pursuant to the Indenture and the Collateral Manager by its signature below agrees to, and acknowledges, such pledge.

Delegation; Assignments. Except (a) (i) The Collateral Manager may delegate to or employ third parties (including its Affiliates) to perform any or all of the obligations of the Collateral Manager under this Agreement (other than investment decision making responsibilities); provided, that (A) the Collateral Manager will not be relieved of any of its duties hereunder as permitted a result of such delegation to or employment of third parties and (B) the Collateral Manager will be solely responsible for the fees and expenses payable to any such third party except to the extent such expenses are payable by Section 2(bthe Issuer hereunder. The parties hereto acknowledge and agree that pursuant to the Collateral Administration Agreement the Issuer has retained the Collateral Administrator to perform certain services to assist the Collateral Manager in the performance of its duties hereunder. (ii) of this AgreementSubject to any consent required for an assignment under the Advisers Act, the Collateral Manager may not assign or delegate its rights or responsibilities hereunder unless (aincluding its asset selection, credit review, trade execution and/or related asset management duties) such assignment or delegation has received under this Agreement (A) with, except as set forth in clause (B), the consent of a Majority of the Issuer and a Majority-in-Interest of Preferred Shareholders, and Controlling Class or (bB) the Issuer has received the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings without obtaining consent of any Class Holder, the Trustee or any other Person, (1) to the surviving entity of Notes anda merger, notwithstanding consolidation or restructuring of the Collateral Manager, or (2) to an Affiliate of the Collateral Manager, or (3) to any other entity to which all or substantially all of the assets, or at the time of such consenttransfer, no delegation the asset management business, of duties by the Collateral Manager shall relieve it from any liability hereunder. Notwithstanding the foregoinghas been transferred, so long as, in each case, the Collateral Manager shall be permittedsuccessor, without surviving entity or assignee satisfies the consent of the Issuer Successor Criteria and the consent of the Preferred Shareholders or receiving the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes, to assign any or all of its rights and delegate any or all of its obligations under this Agreement to an Affiliate or a wholly-owned subsidiary of an Affiliate so long as such Affiliate in each case the surviving entity or wholly-owned subsidiary (i) assignee becomes by operation of law, or agrees in writing to be, bound by the provisions of this Agreement and the Collateral Manager's obligations hereunder; provided that, in addition to the conditions set forth above, after giving effect to any merger, consolidation or restructuring, if the surviving entity is not the Collateral Manager, the surviving entity has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager under this Agreement, hereunder (iiincluding through (a) is legally qualified and has experience substantially similar to that of the capacity to act as Collateral Manager under this Agreement at the time of such merger, consolidation or restructuring and (iiib) immediately after the assignment or delegation, employs employing principal personnel performing responsible for managing the duties Assets with experience managing substantially similar middle market loans and collateralized loan obligation vehicles). In addition, notwithstanding anything herein to the contrary, neither the consent of any Holder nor satisfaction of the Rating Agency Confirmation shall be required under this Agreement who are in the same individuals who would have performed case of a change of control transaction with respect to the Collateral Manager, including a change in control resulting from a direct or indirect transfer or hypothecation of voting securities of the Collateral Manager, that is deemed to be an assignment within the meaning of Section 202(a)(1) of the Advisers Act at the time of any such duties had the assignment or delegation not occurred, provided, transaction; provided that the Collateral Manager shall be permittedif required by applicable law, with and otherwise in its discretion may, obtain the consent of the Issuer and a Majority-in-Interest of Preferred Shareholders, to assign to an entity, other than an Affiliate, which immediately after any such assignment employs the same principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment not occurred; provided, further, that such entity meets the criteria in subclauses (i) and (ii) above and each of the Rating Agencies has confirmed in writing that such assignment will not cause the reduction or withdrawal of its then current ratings of any Class of Notes. Any assignment consented to by the Issuer and a Majority-in-Interest of Preferred Shareholders shall bind the assignee hereunder in the same manner as the Collateral Manager is bound. In addition, the assignee shall execute and deliver to the Issuer and the Trustee a counterpart of this Agreement naming such assignee as Collateral Manager. Upon the execution and delivery of such a counterpart by the assignee, the Collateral Manager shall be released from further obligations pursuant to this Agreement, except with respect to its obligations arising under Section 10 of this Agreement prior to such assignment and except with respect to its obligations Section 14 hereof. This Agreement shall not be assigned by the Issuer without the prior written consent of the Collateral Manager and the Trustee and receipt of written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes, except in the case of assignment by the Issuer to (i) an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder or (ii) the Trustee as contemplated by the Granting Clause of the Indenture. In the event of any assignment transaction upon approval by the Issuer, 's manager in a manner consistent with SEC Staff interpretations of Section 205(a)(2) of the Issuer shall use its best efforts to cause its successor to execute and deliver to the Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. The Issuer will pledge as collateral security its rights, title and interest in (but not its obligations under) this Agreement to the Trustee pursuant to the Indenture and the Collateral Manager by its signature below agrees to, and acknowledges, such pledgeAdvisers Act.

Delegation; Assignments. (a) Except as permitted by otherwise provided in this Section 2(b) of this Agreement13, the Collateral Manager may not assign or delegate (except as provided in Section 2(e)) its rights or responsibilities hereunder unless under this Agreement without (ai) such assignment or delegation has received the consent satisfaction of the Issuer and a Majority-in-Interest of Preferred Shareholders, Global Rating Agency Condition with respect thereto and (bii) the Issuer has received the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes and, notwithstanding any such consent, no delegation of duties by the Collateral Manager shall relieve it from any liability hereunder. Notwithstanding the foregoing, the Collateral Manager shall be permitted, without obtaining the consent of the Issuer and the consent of a Majority of the Controlling Class and a Majority of the Preferred Shareholders Shares (voting separately). The Collateral Manager shall not be required to obtain such consents or receiving satisfy such condition with respect to a change of control transaction that is deemed to be an assignment within the written confirmation meaning of each Section 202(a)(1) of the Advisers Act at the time of any such transaction; provided that, if the Collateral Manager is a Registered Investment Adviser, the Collateral Manager shall obtain the consent of the Independent Review Party on behalf of the Issuer, in a manner consistent with SEC Staff interpretations of Section 205(a)(2) of the Advisers Act, to any such transaction. For the avoidance of doubt, consent by the Independent Review Party shall be presumed to be granted should the Independent Review Party fail to object within a reasonable period following appropriate disclosure by the Collateral Manager of an actual, potential or intended change of control transaction. (b) The Collateral Manager may without satisfaction of the Global Rating Agency that Condition, without obtaining the consent of any Holder and, so long as such assignment or delegation will does not cause constitute an “assignment” for purposes of Section 205(a)(2) of the reduction or withdrawal Advisers Act during such time as the Collateral Manager is a Registered Investment Adviser, without obtaining the prior consent of its then current ratings the Independent Review Party on behalf of any Class of Notesthe Issuer, to (1) assign any or all of its rights and delegate any or all of its obligations under this Agreement to an Affiliate or a wholly-owned subsidiary of an Affiliate so long as Affiliate; provided that such Affiliate or wholly-owned subsidiary (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager under pursuant to this Agreement, (ii) is legally qualified and has the legal right and capacity to act as Collateral Manager under this Agreement and (iii) immediately after shall not cause either of the assignment Co-Issuers or delegationthe pool of Assets to become required to register under the provisions of the 1940 Act or (2) enter into (or have its parent enter into) any consolidation or amalgamation with, employs principal personnel performing or merger with or into, conversion, or transfer of all or substantially all of its assets to, another entity; provided that, at the duties required time of such consolidation, amalgamation, merger, conversion or transfer the resulting, surviving or transferee entity assumes all the obligations of the Collateral Manager under this Agreement who are generally and the other entity has substantially the same individuals who would have performed such duties had investment personnel managing the assignment or delegation not occurred, provided, that the Collateral Manager shall be permitted, with the consent of the Issuer and a Majority-in-Interest of Preferred Shareholders, to assign to an entity, other than an Affiliate, which immediately after such assignment employs the same principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment not occurredIssuer’s Assets; provided, further, that such entity meets action does not cause the criteria Issuer to be subject to tax in subclauses (i) and (ii) above and each of any jurisdiction; provided, further, that the Collateral Manager shall deliver prior notice to the Rating Agencies has confirmed (provided, however, in writing that such assignment will not cause the reduction or withdrawal case of its then current ratings Fitch, only for so long as any Class A-1 Debt remains Outstanding) of any Class of Notes. Any assignment consented or other action made pursuant to by the Issuer and a Majority-in-Interest of Preferred Shareholders shall bind the assignee hereunder in the same manner as the Collateral Manager is bound. In addition, the assignee shall execute and deliver to the Issuer and the Trustee a counterpart of this Agreement naming such assignee as Collateral Managersentence. Upon the execution and delivery of any such a counterpart assignment by the assignee, the Collateral Manager shall will be released from further obligations pursuant to this Agreement, Agreement except with respect to its obligations and agreements arising under Section 10 10, 12(h), 17, 21 through 23, and 25 in respect of this Agreement acts or omissions occurring prior to such assignment and except with respect to its obligations under Section 14 hereof. 15 after such assignment. (c) This Agreement shall not be assigned by the Issuer without (i) the prior written consent of (A) the Collateral Manager Manager, (B) a Majority of the Preferred Shares and (C) a Majority of the Trustee each Class of Secured Debt (voting separately) and receipt (ii) satisfaction of written confirmation of each the Global Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of NotesCondition, except in the case of assignment by the Issuer (1) to (i) an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder hereunder or (ii2) to the Trustee as contemplated by the Granting Clause granting clause of the Indenture. In The Issuer has assigned its rights, title and interest in (but not its obligations under) this Agreement to the event of any Trustee pursuant to the Indenture; and the Collateral Manager by its signature below agrees to, and acknowledges, such assignment. Upon assignment by the Issuer, the Issuer shall use its best reasonable efforts to cause its successor such assignee to execute and deliver to the Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. . (d) The Issuer will pledge shall provide the Rating Agencies (provided, however, in the case of Fitch, only for so long as collateral security its rightsany Class A-1 Debt remains Outstanding), title and interest in the Trustee (but not its obligations under) this Agreement who shall provide a copy of such notice to the Trustee Controlling Class) and the Fiscal Agent with notice of any assignment pursuant to the Indenture and the Collateral Manager by its signature below agrees to, and acknowledges, such pledgethis Section 13.

Delegation; Assignments. Except as permitted by Section 2(b) of this Agreement, the Collateral The Asset Manager may not assign delegate to one or delegate more third parties or Affiliates any or all of the duties under this Agreement or the duties assigned to it under the Indenture, provided that no delegation (except as provided in Section 10 hereof or for an assignment satisfying the applicable requirements below) by the Asset Manager of any of its duties under this Agreement shall relieve the Asset Manager of any of its duties under this Agreement nor relieve the Asset Manager of any liability with respect to the performance of such duties. Any assignment of any or all of its rights under this Agreement to any Person, in whole or responsibilities hereunder in part, by the Asset Manager shall be deemed null and void unless (a) such assignment or delegation has received is consented to in writing by the consent Issuer, a Majority of the Issuer Subordinated Notes and a Majority-in-Interest Majority of Preferred Shareholders, the Controlling Class and (b) the Issuer has received the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes and, notwithstanding any such consent, no delegation of duties by the Collateral Manager shall relieve it from any liability hereunderConfirmation is obtained. Notwithstanding the foregoing, (1) the Collateral Asset Manager shall be permitted, without Rating Agency Confirmation and without the consent of the Issuer and the consent Issuer, a Majority of the Preferred Shareholders Subordinated Notes or receiving a Majority of the written confirmation of each Rating Agency that such assignment Controlling Class or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notesother Person, to assign any or all of its rights and delegate any or all of its obligations under this Agreement to an Affiliate or a wholly-owned subsidiary of an Affiliate so long as such Affiliate or wholly-owned subsidiary (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Asset Manager under this Agreement, (ii) is legally qualified and has the capacity to act as Collateral Asset Manager under this Agreement and Agreement, (iii) immediately after the assignment or delegationassignment, employs or utilizes such principal personnel performing to perform the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment or delegation not occurred, provided, that the Collateral Manager shall be permitted, with the consent of the Issuer and a Majority-in-Interest of Preferred Shareholders, to assign to an entity, other than an Affiliate, which immediately after such assignment employs the same principal personnel performing the duties required under this Agreement who are substantially the same individuals who would have performed such duties had the assignment not occurred; providedoccurred and (iv) to the extent the Asset Manager is registered as an investment adviser under the Advisers Act, furtherif such an assignment constitutes an “assignment” for purposes of Section 205(a)(2) of the Advisers Act, that such entity meets assignment is consented to in writing by the Issuer, and (2) the Asset Manager shall be permitted, with the receipt of Rating Agency Confirmation and with the consent of the Issuer and a Majority of the Subordinated Notes, to assign any or all of its rights under this Agreement to a Person, other than an Affiliate, which immediately after the assignment employs or utilizes such principal personnel to perform the duties required under this Agreement who are substantially the same individuals who would have performed such duties had the assignment not occurred and such Person satisfies the criteria in subclauses (i) and (ii) above and each of the Rating Agencies has confirmed in writing that such assignment will not cause the reduction or withdrawal of its then current ratings of any Class of Notes. Any assignment consented to by the Issuer and a Majority-in-Interest of Preferred Shareholders shall bind the assignee hereunder in the same manner as the Collateral Manager is bound. In addition, the assignee shall execute and deliver to the Issuer and the Trustee a counterpart of this Agreement naming such assignee as Collateral Manager. Upon the execution and delivery of such a counterpart by the assignee, the Collateral Manager shall be released from further obligations pursuant to this Agreement, except with respect to its obligations arising under Section 10 of this Agreement prior to such assignment and except with respect to its obligations Section 14 hereof. This Agreement shall not be assigned by the Issuer without the prior written consent of the Collateral Manager and the Trustee and receipt of written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes, except in the case of assignment by the Issuer to clause (i1) an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder or (ii) the Trustee as contemplated by the Granting Clause of the Indenture. In the event of any assignment by the Issuer, the Issuer shall use its best efforts to cause its successor to execute and deliver to the Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. The Issuer will pledge as collateral security its rights, title and interest in (but not its obligations under) this Agreement to the Trustee pursuant to the Indenture and the Collateral Manager by its signature below agrees to, and acknowledges, such pledgeabove.

Delegation; Assignments. Except as permitted This Agreement shall not be delegated by Section 2(b) of this Agreement, the Collateral Manager may not assign Manager, in whole or delegate its rights or responsibilities hereunder unless (a) such assignment or delegation has received in part, without the prior written consent of the Issuer and the holders of a Majority-in-Interest Majority of Preferred Shareholders, and (b) the Issuer has received Aggregate Outstanding Amount of the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Controlling Class of Notes and, notwithstanding any such consent, no delegation of duties by the Collateral Manager shall relieve it from any liability hereunder. Notwithstanding the foregoingAny assignment of this Agreement to any Person, in whole or in part, by the Collateral Manager shall be permitted, without the consent of deemed null and void unless such assignment is consented to in writing by the Issuer and the consent holders of a Majority of the Preferred Shareholders or receiving the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes, to assign any or all of its rights and delegate any or all of its obligations under this Agreement to an Affiliate or a wholly-owned subsidiary of an Affiliate so long as such Affiliate or wholly-owned subsidiary (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager under this Agreement, (ii) is legally qualified and has the capacity to act as Collateral Manager under this Agreement and (iii) immediately after the assignment or delegation, employs principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment or delegation not occurred, provided, that the Collateral Manager shall be permitted, with the consent Aggregate Outstanding Amount of the Issuer and a Majority-in-Interest of Preferred Shareholders, to assign to an entity, other than an Affiliate, which immediately after such assignment employs the same principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment not occurred; provided, further, that such entity meets the criteria in subclauses (i) and (ii) above and each of the Rating Agencies has confirmed in writing that such assignment will not cause the reduction or withdrawal of its then current ratings of any Controlling Class of Notes. Any assignment consented to by the Issuer and a Majority-in-Interest of Preferred Shareholders such Noteholders shall bind the assignee hereunder in the same manner as the Collateral Manager is bound. In addition, the assignee shall execute and deliver to the Issuer and the Trustee a counterpart of this Agreement naming such assignee as Collateral Manager. Upon the execution and delivery of such a counterpart by the assignee, the Collateral Manager shall be released from further obligations pursuant to this Agreement, except with respect to its obligations arising under Section 10 of this Agreement prior to such assignment and except with respect to its obligations under Section 14 2(f)(i) and Section 15 hereof. This Agreement shall not be assigned by the Issuer without the prior written consent of the Collateral Manager and the Trustee and receipt of written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of NotesTrustee, except in the case of assignment by the Issuer to (i) an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder or (ii) the Trustee as contemplated by the Granting Clause of the Indenture. In the event of any assignment by the Issuer, the Issuer shall use its best efforts to cause its successor to execute and deliver to the Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. The Issuer will pledge as collateral security its rights, title and interest in (but not its obligations under) this Agreement to the Trustee pursuant to the Indenture and the Collateral Manager by its signature below agrees to, and acknowledges, such pledge.70

Delegation; Assignments. Except as permitted by Section 2(b) of this Agreement, the Collateral Manager may not assign or delegate its rights or responsibilities hereunder unless (a) such assignment or delegation has received the consent of the Issuer and a Majority-in-Interest of Preferred Shareholders, (b) for so long as CIFG Assurance North America, Inc. is providing credit enhancement on the Class A-1L Notes and such Class A-1L Notes are the Controlling Class, the consent of a Majority of such Controlling Class (provided that the consent of any subsequent transferee of the Class A-1L Notes will not be required) and (bc) the Issuer has received the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes and, notwithstanding any such consent, no delegation of duties by the Collateral Manager shall relieve it from any liability hereunder. Notwithstanding the foregoing, the Collateral Manager shall be permitted, without the consent of the Issuer and the consent of the Preferred Shareholders or receiving the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes, to assign any or all of its rights and delegate any or all of its obligations under this Agreement to an Affiliate or a wholly-owned subsidiary of an Affiliate so long as such Affiliate or wholly-owned subsidiary (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager under this Agreement, (ii) is legally qualified and has the capacity to act as Collateral Manager under this Agreement and (iii) immediately after the assignment or delegation, employs principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment or delegation not occurred, provided, that the Collateral Manager shall be permitted, with the consent of the Issuer and a Majority-in-Interest of Preferred Shareholders, to assign to an entity, other than an Affiliate, which immediately after such assignment employs the same principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment not occurred; provided, further, that such entity meets the criteria in subclauses (i) and (ii) above and each of the Rating Agencies has confirmed in writing that such assignment will not cause the reduction or withdrawal of its then current ratings of any Class of Notes. Any assignment consented to by the Issuer and a Majority-in-Interest of Preferred Shareholders shall bind the assignee hereunder in the same manner as the Collateral Manager is bound. In addition, the assignee shall execute and deliver to the Issuer and the Trustee a counterpart of this Agreement naming such assignee as Collateral Manager. Upon the execution and delivery of such a counterpart by the assignee, the Collateral Manager shall be released from further obligations pursuant to this Agreement, except with respect to its obligations arising under Section 10 of this Agreement prior to such assignment and except with respect to its obligations Section 14 hereof. This Agreement shall not be assigned by the Issuer without the prior written consent of the Collateral Manager and the Trustee and receipt of written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes, except in the case of assignment by the Issuer to (i) an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder or (ii) the Trustee as contemplated by the Granting Clause of the Indenture. In the event of any assignment by the Issuer, the Issuer shall use its best efforts to cause its successor to execute and deliver to the Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. The Issuer will pledge as collateral security its rights, title and interest in (but not its obligations under) this Agreement to the Trustee pursuant to the Indenture and the Collateral Manager by its signature below agrees to, and acknowledges, such pledge.

Delegation; Assignments. Except as with respect to those responsibilities delegated pursuant to the Credit Agreement or otherwise permitted by Section 2(b) to be delegated under the terms of this Agreement, the Collateral Manager responsibilities of the Investment Adviser under this Agreement shall not be delegated by the Investment Adviser, in whole or in part, without the prior written consent of the Borrower; provided that the Investment Adviser may delegate or assign its responsibilities to any Affiliate having available to it the services of substantially the same investment management team as the Investment Adviser; provided further that such delegation or assignment shall not assign or delegate relieve the Investment Adviser of its rights or responsibilities hereunder unless (a) and until such assignment or delegation has received the consent of the Issuer and a Majority-in-Interest of Preferred Shareholders, and (b) the Issuer has received the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes and, notwithstanding any such consent, no delegation of duties responsibilities have been assumed by the Collateral Manager shall relieve it from any liability hereunder. Notwithstanding the foregoing, the Collateral Manager shall be permitted, without the consent of the Issuer Affiliate and the consent of the Preferred Shareholders Borrower has been obtained, if necessary, under the Advisers Act. Any assignment of this Agreement to any Person, in whole or receiving in part, by the written confirmation of each Rating Agency that Investment Adviser shall be deemed null and void unless such assignment or delegation will not cause is consented to in writing by the reduction or withdrawal of Borrower, acting through its then current ratings of any Class of Notesmanaging member, to and the Administrative Agent, and shall bind the assignee hereunder in the same manner as the Investment Adviser is bound; provided that the Investment Adviser may assign any or all of its rights and delegate any or all of its obligations under this Agreement to an Affiliate or a wholly-owned subsidiary of an Affiliate so long as if (a) advance notice has been given to the Administrative Agent, (b) such Affiliate or wholly-owned subsidiary (i) has demonstrated ability, whether as an ability entity or by its personnel, to professionally and competently perform duties similar to those imposed upon the Collateral Manager under Investment Adviser pursuant to this Agreement, (ii) is legally qualified and has the legal right and capacity to act as Collateral Manager under this Agreement Investment Adviser hereunder and (iii) immediately after the assignment or delegation, employs principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment or delegation not occurred, provided, that the Collateral Manager shall be permitted, with the consent of the Issuer and a Majority-in-Interest of Preferred Shareholders, to assign to an entity, other than an Affiliate, which immediately after such assignment employs the same principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment not occurred; provided, further, that such entity meets the criteria in subclauses (i) and (ii) above and each of the Rating Agencies has confirmed in writing that such assignment will not cause the reduction Borrower or withdrawal the pool of its then current ratings Collateral to become required to register under the provisions of any Class the Investment Company Act, (c) the Administrative Agent has received “know your customer” materials in respect of Notes. Any assignment consented such Affiliate reasonably satisfactory to by the Issuer Administrative Agent and a Majority-in-Interest (d) such Affiliate having available to it the services of Preferred Shareholders shall bind the assignee hereunder in substantially the same manner investment management team as the Collateral Manager is boundInvestment Adviser. In addition, the assignee shall execute and deliver to the Issuer and the Trustee a counterpart of this Agreement Borrower an appropriate agreement naming such assignee as Collateral ManagerInvestment Adviser. Upon the execution and delivery of such a counterpart by the assignee, the Collateral Manager Investment Adviser shall be released from further obligations pursuant to this Agreement, except with respect to its obligations arising under Section 10 of this Agreement arising prior to such assignment and except with respect to its obligations under Section 14 15 and 26 hereof. This Agreement shall not be assigned by the Issuer Borrower without the prior written consent of the Collateral Manager Investment Adviser and the Trustee and receipt of written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes, except in the case of assignment by the Issuer to (i) an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder or (ii) the Trustee as contemplated by the Granting Clause of the Indenture. In the event of any assignment by the Issuer, the Issuer shall use its best efforts to cause its successor to execute and deliver to the Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. The Issuer will pledge as collateral security its rights, title and interest in (but not its obligations under) this Agreement to the Trustee pursuant to the Indenture and the Collateral Manager by its signature below agrees to, and acknowledges, such pledgeAdministrative Agent.

Delegation; Assignments. (a) Except as permitted by otherwise provided in this Section 2(b) of this Agreement13, the Collateral Manager may not assign or delegate (except as provided in Section 2(e)) its rights or responsibilities hereunder unless under this Agreement without (ai) such assignment or delegation has received the consent satisfaction of the Issuer and a Majority-in-Interest of Preferred Shareholders, Global Rating Agency Condition with respect thereto and (bii) the Issuer has received the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes and, notwithstanding any such consent, no delegation of duties by the Collateral Manager shall relieve it from any liability hereunder. Notwithstanding the foregoing, the Collateral Manager shall be permitted, without obtaining the consent of the Issuer and the consent of a Majority of the Preferred Shareholders Controlling Class and a Majority of the Subordinated Notes (voting separately). The Collateral Manager shall not be required to obtain such consents or receiving satisfy such condition with respect to a change of control transaction that is deemed to be an assignment within the written confirmation meaning of each Section 202(a)(1) of the Advisers Act at the time of any such transaction; provided that, if the Collateral Manager is a Registered Investment Adviser, the Collateral Manager shall obtain the consent of the Independent Review Party on behalf of the Issuer, in a manner consistent with SEC Staff interpretations of Section 205(a)(2) of the Advisers Act, to any such transaction. For the avoidance of doubt, consent by the Independent Review Party shall be presumed to be granted should the Independent Review Party fail to object within a reasonable period following appropriate disclosure by the Collateral Manager of an actual, potential or intended change of control transaction. (b) The Collateral Manager may without satisfaction of the Global Rating Agency that Condition, without obtaining the consent of any Holder and, so long as such assignment or delegation will does not cause constitute an “assignment” for purposes of Section 205(a)(2) of the reduction or withdrawal Advisers Act during such time as the Collateral Manager is a Registered Investment Adviser, without obtaining the prior consent of its then current ratings the Independent Review Party on behalf of any Class of Notesthe Issuer, to (1) assign any or all of its rights and delegate any or all of its obligations under this Agreement to an Affiliate or a wholly-owned subsidiary of an Affiliate so long as Affiliate; provided that such Affiliate or wholly-owned subsidiary (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager under pursuant to this Agreement, (ii) is legally qualified and has the legal right and capacity to act as Collateral Manager under this Agreement and (iii) immediately after shall not cause the assignment Issuer or delegationthe pool of Assets to become required to register under the provisions of the Investment Company Act or (2) enter into (or have its parent enter into) any consolidation or amalgamation with, employs principal personnel performing or merger with or into, conversion, or transfer of all or substantially all of its assets to, another entity; provided that, at the duties required time of such consolidation, amalgamation, merger, conversion or transfer the resulting, surviving or transferee entity assumes all the obligations of the Collateral Manager under this Agreement who are generally and the other entity has substantially the same individuals who would have performed such duties had investment personnel managing the assignment or delegation not occurred, provided, that the Collateral Manager shall be permitted, with the consent of the Issuer and a Majority-in-Interest of Preferred Shareholders, to assign to an entity, other than an Affiliate, which immediately after such assignment employs the same principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment not occurredIssuer’s Assets; provided, further, that such entity meets the criteria in subclauses (i) and (ii) above and each of the Rating Agencies has confirmed in writing that such assignment will action does not cause the reduction or withdrawal of its then current ratings of Issuer to be subject to tax in any Class of Notes. Any assignment consented to by the Issuer and a Majority-in-Interest of Preferred Shareholders shall bind the assignee hereunder in the same manner as jurisdiction; provided, further, that the Collateral Manager is bound. In addition, the assignee shall execute and deliver prior notice to the Issuer and the Trustee a counterpart Rating Agency of any assignment or other action made pursuant to this Agreement naming such assignee as Collateral Managersentence. Upon the execution and delivery of any such a counterpart assignment by the assignee, the Collateral Manager shall will be released from further obligations pursuant to this Agreement, Agreement except with respect to its obligations and agreements arising under Section 10 10, 12(h), 17, 21 through 23, and 25 in respect of this Agreement acts or omissions occurring prior to such assignment and except with respect to its obligations under Section 14 hereof. 15 after such assignment. (c) This Agreement shall not be assigned by the Issuer without (i) the prior written consent of (A) the Collateral Manager Manager, (B) a Majority of the Subordinated Notes and (C) a Majority of the Trustee each Class of Secured Debt (voting separately) and receipt (ii) satisfaction of written confirmation of each the Global Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of NotesCondition, except in the case of assignment by the Issuer (1) to (i) an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder hereunder or (ii2) to the Collateral Trustee as contemplated by the Granting Clause granting clause of the Indenture. In The Issuer has assigned its rights, title and interest in (but not its obligations under) this Agreement to the event of any Collateral Trustee pursuant to the Indenture; and the Collateral Manager by its signature below agrees to, and acknowledges, such assignment. Upon assignment by the Issuer, the Issuer shall use its best reasonable efforts to cause its successor such assignee to execute and deliver to the Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. . (d) The Issuer will pledge as collateral security its rightsshall provide the Rating Agency, title and interest in the Collateral Trustee (but not its obligations under) this Agreement who shall provide a copy of such notice to the Trustee Controlling Class) with notice of any assignment pursuant to the Indenture and the Collateral Manager by its signature below agrees to, and acknowledges, such pledgethis Section 13.

Delegation; Assignments. Except as permitted by Section 2(b) of this Agreement, the Collateral Manager may not assign or delegate its rights or responsibilities hereunder unless (a) such assignment or delegation has received the consent of the Issuer and a Majority-in-Interest of Preferred Shareholders, and (b) the Issuer has received the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes and, notwithstanding any such consent, no delegation of duties by the Collateral Manager shall relieve it from any liability hereunder. Notwithstanding the foregoing, the Collateral Manager shall be permitted, without the consent of the Issuer and the consent of the Preferred Shareholders or receiving the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes, to assign any or all of its rights and delegate any or all of its obligations under this Agreement to an Affiliate or a wholly-owned subsidiary of an Affiliate so long as such Affiliate or wholly-owned subsidiary (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager under this Agreement, (ii) is legally qualified and has the capacity to act as Collateral Manager under this Agreement and (iii) immediately after the assignment or delegation, employs principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment or delegation not occurred, provided, that the Collateral Manager shall be permitted, with the consent of the Issuer and a Majority-in-Interest of Preferred Shareholders, to assign to an entity, other than an Affiliate, which immediately after such assignment employs the same principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment not occurred; provided, further, that such entity meets the criteria in subclauses (i) and (ii) above and each of the Rating Agencies has confirmed in writing that such assignment will not cause the reduction or withdrawal of its then current ratings of any Class of Notes. Any assignment consented to by the Issuer and a Majority-in-Interest of Preferred Shareholders shall bind the assignee hereunder in the same manner as the Collateral Manager is bound. In addition, the assignee shall execute and deliver to the Issuer and the Trustee a counterpart of this Agreement naming such assignee as Collateral Manager. Upon the execution and delivery of such a counterpart by the assignee, the Collateral Manager shall be released from further obligations pursuant to this Agreement, except with respect to its obligations arising under Section 10 of this Agreement prior to such assignment and except with respect to its obligations Section 14 hereof. Notwithstanding the foregoing, a Change of Control Transaction shall not require written confirmation of each Rating Agency that such Change of Control Transaction will not cause the reduction or withdrawal of its then current ratings of any Class of Notes. Noteholders and Preferred Shareholders shall be deemed to have consented to any Change of Control Transaction at the time of their investment in the Notes or Preferred Shares, as applicable. The Issuer hereby consents to any Change of Control Transaction. This Agreement shall not be assigned by the Issuer without the prior written consent of the Collateral Manager and the Trustee and receipt of written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes, except in the case of assignment by the Issuer to (i) an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder or (ii) the Trustee as contemplated by the Granting Clause of the Indenture. In the event of any assignment by the Issuer, the Issuer shall use its best efforts to cause its successor to execute and deliver to the Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. The Issuer will pledge as collateral security its rights, title and interest in (but not its obligations under) this Agreement to the Trustee pursuant to the Indenture and the Collateral Manager by its signature below agrees to, and acknowledges, such pledge.

Delegation; Assignments. Except (a) (i) The Collateral Manager may delegate to or employ third parties (including its Affiliates) to perform any or all of the obligations of the Collateral Manager under this Agreement (other than investment decision making responsibilities); provided, that (A) the Collateral Manager will not be relieved of any of its duties hereunder as permitted a result of such delegation to or employment of third parties and (B) the Collateral Manager will be solely responsible for the fees and expenses payable to any such third party except to the extent such expenses are payable by Section 2(bthe Issuer hereunder. The parties hereto acknowledge and agree that pursuant to the Collateral Administration Agreement the Issuer has retained the Collateral Administrator to perform certain services to assist the Collateral Manager in the performance of its duties hereunder. (ii) of this AgreementSubject to any consent required for an assignment under the Advisers Act, the Collateral Manager may not assign or delegate its rights or responsibilities hereunder unless (aincluding its asset selection, credit review, trade execution and/or related asset management duties) such assignment or delegation has received under this Agreement (A) with, except as set forth in clause (B), the consent of a Majority of the Issuer and a Majority-in-Interest of Preferred Shareholders, and Controlling Class or (bB) the Issuer has received the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings without obtaining consent of any Class Holder, the Trustee or any other Person, (1) to the surviving entity of Notes anda merger, notwithstanding consolidation or restructuring of the Collateral Manager, or (2) to an Affiliate of the Collateral Manager, or (3) to any other entity to which all or substantially all of the assets, or at the time of such consenttransfer, no delegation the asset management business, of duties by the Collateral Manager shall relieve it from any liability hereunder. Notwithstanding the foregoinghas been transferred, so long as, in each case, the Collateral Manager shall be permittedsuccessor, without surviving entity or assignee satisfies the consent of the Issuer Successor Criteria and the consent of the Preferred Shareholders or receiving the written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes, to assign any or all of its rights and delegate any or all of its obligations under this Agreement to an Affiliate or a wholly-owned subsidiary of an Affiliate so long as such Affiliate in each case the surviving entity or wholly-owned subsidiary (i) assignee becomes by operation of law, or agrees in writing to be, bound by the provisions of this Agreement and the Collateral Manager's obligations hereunder; provided that, in addition to the conditions set forth above, after giving effect to any merger, consolidation or restructuring, if the surviving entity is not the Collateral Manager, the surviving entity has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager under this Agreement, hereunder (iiincluding through (a) is legally qualified and has experience substantially similar to that of the capacity to act as Collateral Manager under this Agreement at the time of such merger, consolidation or restructuring and (iiib) immediately after the assignment or delegation, employs employing principal personnel performing responsible for managing the duties Assets with experience managing substantially similar middle market loans and collateralized loan obligation vehicles). In addition, notwithstanding anything herein to the contrary, neither the consent of any Holder nor satisfaction of the Rating Agency Confirmation shall be required under this Agreement who are in the same individuals who would have performed case of a change of control transaction with respect to the Collateral Manager, including a change in control resulting from a direct or indirect transfer or hypothecation of voting securities of the Collateral Manager, that is deemed to be an assignment within the meaning of Section 202(a)(1) of the Advisers Act at the time of any such duties had the assignment or delegation not occurred, provided, transaction; provided that the Collateral Manager shall be permittedif required by applicable law, with and otherwise in its discretion may, obtain the consent of the Issuer and a Majority-in-Interest of Preferred Shareholders, to assign to an entity, other than an Affiliate, which immediately after any such assignment employs the same principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment not occurred; provided, further, that such entity meets the criteria in subclauses (i) and (ii) above and each of the Rating Agencies has confirmed in writing that such assignment will not cause the reduction or withdrawal of its then current ratings of any Class of Notes. Any assignment consented to by the Issuer and a Majority-in-Interest of Preferred Shareholders shall bind the assignee hereunder in the same manner as the Collateral Manager is bound. In addition, the assignee shall execute and deliver to the Issuer and the Trustee a counterpart of this Agreement naming such assignee as Collateral Manager. Upon the execution and delivery of such a counterpart by the assignee, the Collateral Manager shall be released from further obligations pursuant to this Agreement, except with respect to its obligations arising under Section 10 of this Agreement prior to such assignment and except with respect to its obligations Section 14 hereof. This Agreement shall not be assigned by the Issuer without the prior written consent of the Collateral Manager and the Trustee and receipt of written confirmation of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of its then current ratings of any Class of Notes, except in the case of assignment by the Issuer to (i) an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder or (ii) the Trustee as contemplated by the Granting Clause of the Indenture. In the event of any assignment transaction upon approval by the Issuer, 's manager in a manner consistent with SEC Staff interpretations of Section 205(a)(2) of the Issuer shall use its best efforts to cause its successor to execute and deliver to the Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignmentAdvisers Act. The Issuer will pledge as collateral security its rights, title and interest in (but not its obligations under) this Agreement hereby consents to the Trustee pursuant assignment that shall be deemed to occur upon the Indenture and acquisition by Wxxxxx Group of a majority of the Collateral Manager by its signature below agrees to, and acknowledges, such pledgeequity interests in Monroe Capital LLC.