Common use of Assignments by the Lenders Clause in Contracts

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred and is continuing), at any time assign an interest in, or grant a security interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder or any VFN (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) by a Lender to any Affiliate of a Lender, such Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) or of any VFN (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower Borrower, the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and each Lender. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo Citibank shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or any VFN (or any portion thereof), to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an interest in(i) assign, or grant a security interest or (ii) sell a participation interest in (other than to (x) the Borrower, any natural persons, the Fund or any Subsidiary thereof or any of their respective affiliates, (y) any Defaulting Lender or any of its Subsidiaries, or any person who, upon becoming a Lender under this Agreement, would constitute any of the foregoing persons describes in this clause (y) or (z) unless an Event of Default exists, a competitor of the Fund or the Investment Advisor) or (iii) sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of “Baa2qualified institutional buyer” or above from Xxxxx’x or as defined in Rule 144A under the Securities Act which in each case is a “BBBqualified purchaser” or above from S&Pas defined in the 1940 Act, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto (unless such assignee is already a Lender hereunder) and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (iii) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (iv) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed and shall be deemed given if no response is made by the Borrower within ten (10) Business Days after delivery to the Borrower of notice of a proposed assignment; provided so long as no Event of Default exists, it is not unreasonable for Borrower to reject any assignment to a competitor of the Fund or the Investment Advisor) shall be required for any assignment, other than an assignment or participation (x) to a Lender, an Affiliate of a Lender or an Approved Fund or (y) required by Applicable Law or Governmental Authority, provided no such consent of the Borrower shall be required with respect to the sale of a participation interest. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto 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 (as part of such a transaction all or portion thereof)substantially all of its Advances, Commitments and Notes, to any Person., or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent and, except during the continuance of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 11.16(a). Assignments shall be subject to the following additional conditions:

Assignments by the Lenders. (a) Subject to Section 12.16(f), The Borrowers hereby acknowledge and agree that each Lender may, may at any time with the prior written consent of the Borrower Borrowers (such so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not to be unreasonably withheld, conditioned assign to one or delayedmore Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including without limitation all or a portion of the Extensions of Credit at the time owing to it and the Notes held by it), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, that (A) each transferee such assignment shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)of a constant, and provided further that not a varying percentage, of all such assigning Lender’s rights and obligations under this Agreement; (iB) unless a Default or an Event if less than all of Default has occurredthe assigning Lender’s Commitment is to be assigned, no transfer of any Advance the Commitment so assigned shall not be less than $5,000,000; (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (iiC) the consent of parties to each such assignment shall execute and deliver to the Borrower is not required Administrative Agent, for any assignment (x) to any Affiliate of a Lenderits acceptance and recording, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment agreement (or any portion thereof), any Advance (or any portion thereofan “Assignment Agreement”) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto hereto, together with any Note or Notes subject to such assignment; (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within D) such assignment shall not, without the meaning of Section 3(c)(7) consent of the 0000 Xxx. The parties Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or any Note under the blue sky laws of any state; (E) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment Agreement; provided that no such fee shall be payable upon any assignment or sale by a Lender to an Affiliate thereof; (F) the assignee thereunder shall be a party to this Agreement and, to the extent provided in such Assignment Agreement, have the rights and obligations of a participation interest Lender hereunder; (G) the assigning Lender thereunder shall, to the extent provided in such Assignment Agreement, be released from its obligations under this Agreement; and (H) upon receipt of an Assignment Agreement from an assigning Lender and an Eligible Assignee, the Administrative Agent shall promptly deliver a copy of such Assignment Agreement to the Borrowers. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Lender, in exchange for the Note or Notes to be surrendered in the manner set forth below, a new Note or Notes payable to the order of such Lender for its acceptance and recording Eligible Assignee in its books and records, such agreement or document as may be satisfactory an amount equal to the Commitment assumed by it pursuant to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) Assignment Agreement and a new Note payable to exist upon, any the order of the Borrower’s rights, obligations assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or duties under Notes shall be in an aggregate principal amount equal to the Transaction Documents without the prior written consent aggregate principal amount of the Administrative Agentsurrendered Note, shall be dated the effective date of such Assignment Agreement and shall otherwise be in substantially the form of the surrendered Note. Notwithstanding anything contained in this Agreement Each surrendered Note shall be canceled and returned to the contrary, Xxxxx Fargo shall not need prior consent Borrowers concurrent with the Borrowers’ delivery of the Borrower to consolidate with new Note 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 PersonNotes.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower (such which consent shall not to be unreasonably withheld, conditioned or delayed), each Lender may at any time assign an assign, or grant a security interest in, or sell a participation interest in in, any Advance (or portion thereof) or its Commitment hereunder to any Person; provided provided, that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the such consent of the Borrower is not shall be required for any assignment (x) to any Affiliate following the occurrence of a LenderTermination Event, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiii) in the case of an assignment of the Structured Note with respect to such Lender, the assignee (other than any Commitment assignee described in the following provision) executes and delivers to the Servicer and the Deal Agent a fully-executed Assignment and Acceptance substantially in the form of Exhibit D hereto and a Transferee Letter substantially in the form of Exhibit V hereto, (iii) any Institutional 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 any portion thereof)) to an Affiliate of its related Lender Agent and (iv) any Conduit Lender shall not need prior consent (x) to at any time assign all of its right, title and interest in and to this Agreement and its Structured Note to a Liquidity Bank, Conduit Assignee or an Affiliate of its related Lender Agent or (y) 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, Conduit Assignee or an Affiliate of its related Lender Agent. The Swingline Lender may at any time assign, or grant a security interest or sell a participation in, any Swingline Advance (or any portion thereof) to any Person; provided, that, in the case of an assignment of the Swingline Note, the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent Servicer and the Collateral Deal Agent a fully fully-executed Joinder Supplement Assignment and Acceptance substantially in the form of Exhibit H D hereto and a transferee letter Transferee Letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 XxxV hereto. The parties to any such assignment assignment, grant or sale of a participation interest by a Lender shall execute and deliver to such Lender the Deal Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such partiesparties and the Deal Agent. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, 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 Deal Agent and assets, including without limitation any Advance (or portion thereof), to any Personeach Hedge Counterparty.

Assignments by the Lenders. (a) Subject to Section Sections 12.16(b), 12.16(d) and 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) other than pursuant to the following clause (iii) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) no such transfer may be made to any Kayne Competitor without the prior written consent of the Collateral Manager other than pursuant to the following clause (iii) with, solely in the case of an assignment pursuant to clause (iii)(y), not less than 15 days prior written notice to the Collateral Manager (which notice shall specify the economics of the assignment and the assignee), (iii) subject to Sections 12.16(b) and 12.16(d), the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, Lender or (y) required by any change in Applicable Law or Law, (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in (v) no transfer of any Commitment (or any portion thereof) or Advance (or any portion thereof) shall be made to an Affiliate of the form of Exhibit G hereto (a “Transferee Letter”)Borrower or the Equityholder. Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx1940 Act. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and “BBBA3” or above from S&Pbetter by Moody’s (or an equivalent rating by a rating agency rating such long term debt obligations of such Person, unless otherwise agreed to by Administrative Agent), (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Investment Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Investment Manager and the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment, other than an assignment to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and the Lenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Capital One, National Association shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including including, without limitation limitation, any Advance Advance, any Commitment or any Note (or any portion thereof), to any Person., or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions:

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx1940 Act. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and “BBBA3” or above from S&Pbetter by Xxxxx’x (or an equivalent rating by a rating agency rating such long term debt obligations of such Person, unless otherwise agreed to by Administrative Agent), (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral InvestmentCollateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the InvestmentCollateral Manager and the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment, other than an assignment to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and the Lenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Capital One, National Association shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including including, without limitation limitation, any Advance Advance, any Commitment or any Note (or any portion thereof), to any Person., or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions:

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurredoccurred and is continuing, no such assignment, grant or sale of a participation interest shall be to a Disqualified Lender, (ii) no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (iii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iv) such Person shall have a long‑term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and “BBBA3” or above from S&Pbetter by Xxxxx’x, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto F and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (vi) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vii) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed and shall be deemed to be consented to if no response is made by the Borrower within five (5) Business Days after delivery to the Borrower of notice of a proposed assignment) shall be required for any assignment, other than an assignment or participation to a Lender, an Affiliate of a Lender or an Approved Fund; provided no such consent of Borrower shall be required with respect to the sale of a participation interest. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto 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 (as part of such a transaction all or portion thereof)substantially all of its Advances, Commitments and Notes, to any Person., and (ii)(x) if any Lender fails at any time to satisfy the Rating Criteria, and such failure has not been remedied within 30 days (as evidenced by a certification to the Borrower, and the Administrative Agent including a letter from Xxxxx’x, S&P, and/or an equivalent rating agency, as the case maybe establishing the existence of the rating criteria), or (y) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent prior to the occurrence of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions:

Assignments by the Lenders. (a) Subject to Section Sections 12.16(b), 12.16(d) and 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) other than pursuant to the following clause (iii) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) no such transfer may be made to any Kayne Competitor without the prior written consent of the Collateral Manager other than pursuant to the following clause (iii) with, solely in the case of an assignment pursuant to clause (iii)(y), not less than 15 days prior written notice to the Collateral Manager (which notice shall specify the economics of the assignment and the assignee), (iii) subject to Sections 12.16(b) and 12.16(d), the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”)hereto. Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx1940 Act. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) unless an Event of Default has occurred, no such transfer may be made to any Kayne Competitor without the prior written consent of the Collateral Manager, (iii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default law and (iiiiv) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto hereto; provided, further, Delaware Life, as a Lender, hereby agrees (i) unless an Event of Default or a Regulatory Event has occurred or it is otherwise required on advice of internal or external counsel to sell any or all of its Commitments by Applicable Law or any regulatory authority, it shall not assign an amount equal to or greater than 50% of its then current aggregate unused Commitments to entities other than its Affiliates and a transferee letter substantially (ii) if it assigns an amount equal to or greater than 50% of its then current aggregate unused Commitments to entities other than its Affiliates following (A) advice of internal or external counsel that it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority or (B) the occurrence of any other Regulatory Event, then it shall provide the Collateral Manager with five (5) Business Days’ prior written notice of such assignment or sale (or, in the form case of Exhibit G hereto any other Regulatory Event in (a “Transferee Letter”B), twenty (20) days’ prior written notice). Each Lender hereby represents and warrants that it is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo Delaware Life shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower (such which consent shall not to be unreasonably withheld) and the Administrative Agent, conditioned or delayed), each Lender may at any time assign an assign, grant a security interest in, or sell a participation interest in such Lender’s rights and obligations hereunder and interest herein in whole or in part and/or any Advance (or portion thereof) or its Commitment hereunder any VFN (or any portion thereof) to any PersonPerson rated “A3” or higher by Xxxxx’x or “A” or higher by S&P; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) or of any VFN (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act (or any entity in which all of the equity owners are entities described within such paragraphs) or to a long-term unsecured debt rating of “Baa2qualified institutional buyer” or above from Xxxxx’x or “BBB” or above from S&Pas defined in Rule 144A under the Securities Act, (ii) following the occurrence and during the continuation of an Event of Default, no such consent of the Borrower is shall be required and the Person to whom the Lender assigns, grants a security interest or sells a participation interest of any Advance (or portion thereof) or VFN (or portion thereof) shall not be required for any assignment (x) to any Affiliate meet the aforementioned rating threshold of a Lender“A3” or higher by Xxxxx’x or “A” or higher by S&P, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) or of any VFN (or of any portion thereof), the assignee executes and delivers to the Collateral ManagerServicer, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter Transferee Letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each , (iv) any Lender hereby represents and warrants that is may assign or participate all or a “Qualified Purchaser” within portion of its interests hereunder or under its VFN without the meaning of Section 3(c)(7) consent of the 0000 XxxBorrower to any Person rated “A3” or higher by Xxxxx’x or “A” or higher by S&P upon such Lender’s good faith determination that such assignment or participation is required for regulatory reasons, and (v) no Lender shall need prior consent of the Borrower to assign, grant a security interest in, sell a participation interest in any Advance (or portion thereof) or any VFN (or portion thereof) to an Affiliate or another Lender that meets the aforementioned ratings thresholds. Notwithstanding anything contained in this Agreement to the contrary, if any Lender (other than Xxxxx Fargo) 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, in each case, the Administrative Agent with consent of 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 the first sentence of this Section 13.16(a). The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender the Administrative Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such partiesparties and the Administrative Agent. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), The Borrowers hereby acknowledge and agree that each Lender may, may at any time with the prior written consent of the Borrower Borrowers (such so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not to be unreasonably withheld, conditioned assign to one or delayedmore Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including without limitation all or a portion of the Extensions of Credit at the time owing to it and the Notes held by it), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee that no such assignment shall be required made to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and Borrowers or any of their Subsidiaries or Affiliates; provided further that (iA) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) each such assignment shall be made unless of a constant, and not a varying percentage, of all such assigning Lender’s rights and obligations under this Agreement; (B) if less than all of the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&Passigning Lender’s Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iiC) the consent of parties to each such assignment shall execute and deliver to the Borrower is not required Administrative Agent, for any assignment (x) to any Affiliate of a Lenderits acceptance and recording, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment agreement (or any portion thereof), any Advance (or any portion thereofan “Assignment Agreement”) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto hereto, together with any Note or Notes subject to such assignment; (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within D) such assignment shall not, without the meaning of Section 3(c)(7) consent of the 0000 Xxx. The parties Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or any Note under the blue sky laws of any state; (E) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment Agreement; provided that no such fee shall be payable upon any assignment or sale by a Lender to an Affiliate thereof; (F) the assignee thereunder shall be a party to this Agreement and, to the extent provided in such Assignment Agreement, have the rights and obligations of a participation interest Lender hereunder; (G) the assigning Lender thereunder shall, to the extent provided in such Assignment Agreement, be released from its obligations under this Agreement; and (H) upon receipt of an Assignment Agreement from an assigning Lender and an Eligible Assignee, the Administrative Agent shall promptly deliver a copy of such Assignment Agreement to the Borrowers. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Lender, in exchange for the Note or Notes to be surrendered in the manner set forth below, a new Note or Notes payable to the order of such Lender for its acceptance and recording Eligible Assignee in its books and records, such agreement or document as may be satisfactory an amount equal to the Commitment assumed by it pursuant to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) Assignment Agreement and a new Note payable to exist upon, any the order of the Borrower’s rightsassigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Note, obligations shall be dated the effective date of such Assignment Agreement and shall otherwise be in substantially the form of the surrendered Note. Each surrendered Note shall be canceled and returned to the Borrowers concurrent with the Borrowers’ delivery of the new Note or duties under Notes. Notwithstanding anything to the Transaction Documents without the prior written contrary in this Section 13.10(b), no consent of the Administrative Agent. Notwithstanding anything contained in Borrowers shall be required for any Lender to assign all or a portion of its interests, rights and obligations under this Agreement to the contrary, 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 an Affiliate thereof), to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower (such which consent shall not to be unreasonably withheld, conditioned or delayed), each Lender may at any time assign an assign, or Grant a security interest in, or sell a participation interest in or sell, any Advance (or portion thereof) or its Commitment hereunder any Variable Funding Note (or portion thereof) to any Person; provided provided, that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) or of any Variable Funding Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of “Baa2qualified institutional buyer” or above from Xxxxx’x or “BBB” or above from S&Pas defined in Rule 144A under the Securities Act, (ii) the no such consent of the Borrower is not shall be required for any assignment (x) to any Affiliate following the occurrence of a LenderTermination Event, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment Advance (or any portion thereof), ) or of any Advance Variable Funding Note (or of any portion thereof) the assignee executes and delivers to the Collateral ManagerServicer, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G F hereto (a “Variable Funding Note Transferee Letter”). Each , and (iv) any Lender hereby represents and warrants shall not need prior consent to at any time (A) assign, or Grant a security interest or sell a participation interest in or sell, any Advance (or portion thereof) or any Variable Funding Note (or portion thereof) to an Affiliate or (B) pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including to any Federal Reserve Bank as collateral in accordance with Applicable Law; provided, that is no such pledge or assignment of a “Qualified Purchaser” within the meaning security interest shall release Lender from any of Section 3(c)(7) of the 0000 Xxxits obligations hereunder or substitute any such pledgee or assignee for Lender as a party hereto. The parties to any such assignment assignment, grant or sale of (including with respect to participation interests) by a participation interest Lender shall execute and deliver to such Lender the Administrative Agent, for its acceptance and recording in its books and recordsrecords consistent with Sections 11.16(b) and 11.16(c), such agreement or document as may be satisfactory to such partiesparties and the Administrative Agent. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s Borrower rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.109

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower (such which consent shall not to be unreasonably withheld, conditioned or delayed), each Lender may at any time assign an assign, or grant a security interest in, or sell a participation interest in in, any Advance (or portion thereof) or its Commitment hereunder to any Person; provided provided, that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that ias applicable: (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of “Baa2qualified institutional buyer” or above from Xxxxx’x or “BBB” or above from S&Pas defined in Rule 144A under the Securities Act, (ii) the no such consent of the Borrower is not shall be required for any assignment (x) to any Affiliate following the occurrence of a LenderTermination Event, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiiiii) in the case of an assignment of the Structured Note with respect to such Lender, the assignee (other than any Commitment assignee described in the following provision) executes and delivers to the Servicer and the Deal Agent a fully-executed Assignment and Acceptance substantially in the form of Exhibit D hereto and a Transferee Letter substantially in the form of Exhibit V hereto, (iiiiv) any Institutional 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 any portion thereof)) to anany Lender or Affiliate of its related Lender Agent and (ivv) any Conduit Lender shall not need prior consent (x) to at any time assign all of its right, title and interest in and to this Agreement and its Structured Note to a Liquidity Bank, Conduit Assignee or an Affiliate of its related Lender Agent or (y) to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to aany Lender, Liquidity Bank, Conduit Assignee or an Affiliate of its related Lender Agent. The Swingline Lender may at any time assign, or grant a security interest or sell a participation in, any Swingline Advance (or any portion thereof) to any Person; provided, that, in the case of an assignment of the Swingline Note, the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent Servicer and the Collateral Deal Agent a fully fully-executed Joinder Supplement Assignment and Acceptance substantially in the form of Exhibit H D hereto and a transferee letter Transferee Letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 XxxV hereto. The parties to any such assignment assignment, grant or sale of a participation interest by a Lender shall execute and deliver to such the Dealrelated Lender Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such partiesparties and the Dealapplicable Lender Agent. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, 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 Deal Agent and assets, including without limitation any Advance (or portion thereof), to any Personeach Hedge Counterparty.

Assignments by the Lenders. From and after the date hereof, any of the Lenders may at any time assign all, or a proportionate part of all, of its rights, interests and duties with respect to such Lender's commitment to make Loans hereunder and the Notes to one or more banks or other financial institutions (each, an "Assignee") on such terms, as between such Lender and each of its Assignees, as such Lender may think fit, and such Assignee shall assume such rights, interests and duties pursuant to an instrument executed by such Assignee and such Lender, and for this purpose such Lender may make available to each of its potential Assignees such information relating to the Company, this Agreement and the transactions contemplated hereby as such Lender may think necessary or desirable, which information shall be held by each potential Assignee strictly in confidence; PROVIDED, HOWEVER, that prior to assigning any interest to any Assignee hereunder such Lender (a) Subject shall notify the Company and the Agent in writing identifying the proposed Assignee and stating the aggregate principal amount of the proposed interest to Section 12.16(f)be assigned, each Lender may, with (b) receive the prior written consent of the Borrower (such consent Company, which shall not to be unreasonably withheld, conditioned or delayed)and the Agent, at which consent may not be unreasonably withheld (c) shall not assign to any time assign an interest in, or sell a participation Assignee less than $10,000,000 of such Lender's commitment to make Loans hereunder and interest in any Advance the Notes; and (d) shall pay to the Agent a nonrefundable fee of $2500.00 per assignment. It is understood and agreed that the proviso contained in the immediately preceding sentence shall not be applicable in the case of, and this paragraph (i) shall not restrict (1) a collateral assignment or portion thereof) or its Commitment hereunder other similar transfer to any Person; provided thatof the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, each transferee 12 U.S.C. Section 341 or (2) any assignment to any of a Lender's respective branch operations or affiliates. Upon execution and delivery of such an instrument and payment by such Assignee to such Lender of an amount equal to the purchase price agreed between such Lender and such Assignee, such Assignee shall be required a Lender party to this Agreement and shall have all the rights, interests and duties of a Lender with a commitment to make the representation Loans hereunder as set forth in the immediately succeeding sentence (such instrument of assumption, and such Lender shall be released from its obligations hereunder to a corresponding extent, and no such transfer further consent or action by any party shall be recognized unless such transferee makes such representationrequired. Upon the consummation of any assignment pursuant to this paragraph (i), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a such Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent Company shall make appropriate arrangements so that, if required, a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that new Note is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement issued to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any PersonAssignee.

Assignments by the Lenders. (a) Subject to Section 12.16(f12.16(e), each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred and is continuing), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurredoccurred 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 Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, Lender or (y) required by any change in Applicable Law or Governmental Authority applicable to such Lender (zwhich change or requirement shall be disclosed in reasonable detail to the Borrower unless such disclosure is prohibited by Applicable Law or a Governmental Authority) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), ) or any Advance (or any portion thereof) ), the assignee executes and delivers to the Collateral ManagerServicer, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in F hereto; provided that no assignment by any Lender shall be effective if, after giving effect to such assignment, Xxxxx Fargo would hold 50% or less of the form aggregate Commitments (or, if the applicable Commitments have been terminated, 50% or less of Exhibit G hereto (a “Transferee Letter”the Advances Outstanding). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred and is continuing), at any time assign an interest in, or grant a security interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder or any VFN (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) by a Lender to any Affiliate of a Lender, such Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) or of any VFN (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower Borrower, the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 1000 Xxx. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and each Lender. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo Citibank shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or any VFN (or any portion thereof), to any Person.

Assignments by the Lenders. (a) Subject Each of the Lenders may grant participations in, and sell, assign, transfer or otherwise dispose of, all or any portion of the Revolving Loans and the equivalent portion of its Commitment under the Revolving Credit Facility and other obligations of such Lender under this Agreement to Section 12.16(f), each Lender may, with the prior written consent of any financial institution approved by the Borrower (such consent which approval shall not to be unreasonably withheld, conditioned withheld or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless where a Default or an Event of Default has occurredoccurred and is continuing at the time of such assignment, no transfer of any Advance (or any portion thereofdisposal) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower which is not required for any assignment (x) to any Affiliate a non-resident of a LenderCanada, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) the INCOME TAX ACT (Canada). Each such disposition shall be effective upon the execution of an instrument, in form and substance satisfactory to the Agent, by the transferee, the transferor, the Borrower and the Agent and the - 48 - 49 delivery of such instrument to the Borrower and the Agent in such capacity. The Borrower hereby covenants and agrees not to unreasonably withhold its execution of the 0000 Xxxaforesaid instrument. The parties Upon such execution and delivery, the Lender shall be released from its Commitments and other obligations hereunder to any the extent of such assignment or sale disposition and such transferee shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a participation interest Lender under this Agreement, the Interlender Agreement, the Intercreditor Agreements and the Security Documents and shall be entitled to the benefit of the provisions hereof and thereof, to the same extent, as if it were an original party hereto and thereto, and no further consent or action by the Borrower or the Lender shall be required. Without in any way limiting the generality of any of the foregoing, the Borrower shall, at the request of the Agent execute and deliver to such Lender for the Agent or to the party or parties as the Agent may designate any and all further instruments, use its acceptance best efforts to obtain any and recording in its books all further authorizations or approvals, and recordsmake any and all further registrations, such agreement filings or document notifications, as may be satisfactory necessary or desirable to give full force and effect to such partiesdisposition. The Borrower shall not assign or delegatedoes hereby authorize the assigning Lender to provide any serious prospective assignees, or grant any interest inon a confidential basis, or permit any Lien (except Permitted Liens) with all financial information and documents made available to exist upon, any of such Lender by the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement from time to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Persontime.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) so long as no Event of Default has either occurred or is continuing, no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and “BBBA3” or above from S&Pbetter by Mxxxx’x, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed and shall be deemed if no response is made by the Borrower within ten (10) Business Days after delivery to Borrower of notice of a proposed assignment) shall be required for any assignment or participation, other than an assignment or participation to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto 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 (as part of such a transaction all or portion thereof)substantially all of its Advances, Commitments and Notes, to any Person., (ii) if any Lender fails at any time to satisfy the Rating Criteria, and such failure has not been remedied within 30 days (as evidenced by a certification to the Borrower, the Collateral Manager and the Administrative Agent including a letter from Mxxxx’x, S&P, and/or an equivalent rating agency, as the case maybe establishing the existence of the rating criteria), or (iii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent prior to the occurrence of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: [FS Investment] Loan and Security Agreement

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or [Investcorp] Loan and Security Agreement Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and “BBBA3” or above from S&Pbetter by Xxxxx’x (or an equivalent rating by a rating agency rating such long term debt obligations of such Person, unless otherwise agreed to by Administrative Agent), (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral InvestmentCollateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the InvestmentCollateral Manager and the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment, other than an assignment to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and the Lenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Capital One, National Association shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including including, without limitation limitation, any Advance Advance, any Commitment or any Note (or any portion thereof), to any Person., or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions:

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or gxxxx x Xxxx or sell a participation interest in, or sell a participation interest in any Advance Funded Loan made by it (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an during the Aggregation Period (and so long as no Event of Default has occurred, occurred and is continuing) no transfer of any Advance Funded Loan (or any portion thereof) shall may be made unless without the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&PCollateral Manager’s prior consent, (ii) the consent of assignee is able to (and does) make the Borrower is not required for any assignment (x) to any Affiliate of a Lenderrepresentations and warranties specified in Section 4.5, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment Funded Loan (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to (I) the Collateral Manager, the Borrower Borrower, the Administrative Agent and the Collateral Agent Custodian a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in fully executed Transferee Letter and (II) the form Administrative Agent, a fully executed Assignment Agreement and (iv) no Disqualified Institution may be the assignee of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within any Funded Loan without the meaning of Section 3(c)(7) prior written consent of the 0000 XxxCollateral Manager. The parties to any such assignment assignment, grant or sale of a participation interest shall by a Lender must execute and deliver to such Lender the Administrative Agent for its acceptance and recording in its books and records, records any such agreement or document as may be satisfactory to such parties. Notwithstanding any assignment of a participation interest by a Lender, such Lender shall remain solely responsible for the performance of its obligations hereunder, and the Borrower, the Collateral Manager, the Administrative Agent and the Collateral Custodian shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need neither the Lenders nor the Collateral Manager needs the prior consent of the Borrower any party to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assetsassets or property, including without limitation any Advance Funded Loan (or portion thereof), ) to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), The Borrowers hereby -------------------------- acknowledge and agree that each Lender may, may at any time with the prior written consent of the Borrower Borrowers (such so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not to be unreasonably withheld, conditioned assign to one or delayedmore Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including without limitation all or a portion of the Extensions of Credit at the time owing to it and the Notes held by it), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, that (A) each transferee such assignment -------- shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)of a constant, and provided further that not a varying percentage, of all such assigning Lender's rights and obligations under this Agreement; (iB) unless a Default or an Event if less than all of Default has occurredthe assigning Lender's Commitment is to be assigned, no transfer of any Advance the Commitment so assigned shall not be less than $5,000,000; (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (iiC) the consent of parties to each such assignment shall execute and deliver to the Borrower is not required Administrative Agent, for any assignment (x) to any Affiliate of a Lenderits acceptance and recording, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment agreement (or any portion thereof), any Advance (or any portion thereofan "Assignment Agreement") the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto hereto, together with any Note or Notes subject to such assignment; (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within D) such assignment shall not, without the meaning of Section 3(c)(7) consent of the 0000 Xxx. The parties Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or any Note under the blue sky laws of any state; (E) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment Agreement; provided that no such fee shall be payable upon any assignment or sale by a -------- Lender to an Affiliate thereof; (F) the assignee thereunder shall be a party to this Agreement and, to the extent provided in such Assignment Agreement, have the rights and obligations of a participation interest Lender hereunder; (G) the assigning Lender thereunder shall, to the extent provided in such Assignment Agreement, be released from its obligations under this Agreement; and (H) upon receipt of an Assignment Agreement from an assigning Lender and an Eligible Assignee, the Administrative Agent shall promptly deliver a copy of such Assignment Agreement to the Borrowers. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Lender, in exchange for the Note or Notes to be surrendered in the manner set forth below, a new Note or Notes payable to the order of such Lender for its acceptance and recording Eligible Assignee in its books and records, such agreement or document as may be satisfactory an amount equal to the Commitment assumed by it pursuant to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) Assignment Agreement and a new Note payable to exist upon, any the order of the Borrower’s rights, obligations assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or duties under Notes shall be in an aggregate principal amount equal to the Transaction Documents without the prior written consent aggregate principal amount of the Administrative Agentsurrendered Note, shall be dated the effective date of such Assignment Agreement and shall otherwise be in substantially the form of the surrendered Note. Notwithstanding anything contained in this Agreement Each surrendered Note shall be canceled and returned to the contrary, Xxxxx Fargo shall not need prior consent Borrowers concurrent with the Borrowers' delivery of the Borrower to consolidate with new Note 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 PersonNotes .

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Any Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an interest in, to one or sell more Eligible Assignees all or a participation interest in any Advance portion of its rights and obligations under this Agreement (including all or a portion thereof) or of its Commitment hereunder and the Loans at the time owing to any Personit); provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) except in the case of an assignment of any the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, the aggregate amount of the Commitment (or any portion thereof)which for this purpose includes Loans outstanding thereunder) subject to each such assignment, any Advance (or any portion thereof) determined as of the assignee executes date the Assignment and delivers Assumption with respect to the Collateral Manager, the Borrower such assignment is delivered to the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially or, if “Trade Date” is specified in the form Assignment and Assumption, as of Exhibit H hereto the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a transferee letter substantially proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Bid Loans; (iii) any assignment of a Commitment must be approved by the form of Exhibit G hereto Administrative Agent (a “Transferee Letter”). Each Lender hereby represents and warrants such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a “Qualified Purchaser” within Lender (whether or not the meaning of Section 3(c)(7proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) of the 0000 Xxx. The parties to any such each assignment or sale of a participation interest shall execute and deliver to such Lender for its the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its books obligations under this Agreement (and, in the case of an Assignment and recordsAssumption covering all of the assigning Lender’s rights and obligations under this Agreement, such agreement Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Loan Parties shall execute and deliver a Note to the assignee Lender. Any assignment or document as may be satisfactory to such parties. The Borrower shall not assign transfer by a Lender of rights or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo that does not comply with this subsection shall not need prior consent be treated for purposes of the Borrower to consolidate this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with or merge into any other Person or convey or transfer substantially all subsection (d) of its properties and assets, including without limitation any Advance (or portion thereof), to any Personthis Section.

Assignments by the Lenders. From and after the date hereof, any Lender may at any time assign all, or a proportionate part of all, of its rights, interests and duties with respect to its Loans and its Notes to one or more banks or other financial institutions (aeach, an "Assignee") Subject on such terms, as between such Lender and each of its Assignees, as such Lender may think fit (provided, however, that if any Lender assigns less than all of its rights and interests, any such assignment must be in a minimum aggregate principal amount of at least $5,000,000, provided that each Lender's and each Assignee's Commitment must be at least $10,000,000, except that if the Commitment of a Lender on the Closing Date is less than $10,000,000, then such Lender shall be entitled to Section 12.16(fassign all, but not less than all, of its Commitment to an Assignee), and such Assignee shall assume such rights, interests and duties pursuant to an instrument executed by such Assignee and such Lender, and for this purpose such Lender may make available to each of its potential Assignees such information relating to the Borrower, this Agreement and the transactions contemplated hereby as such Lender maymay think necessary or desirable, which information shall be held by each potential Assignee strictly in confidence; provided, however, that prior to assigning any interest to any Assignee hereunder, such Lender shall (x) notify the Borrower and the Administrative Agent in writing identifying the proposed Assignee and stating the aggregate principal amount of the proposed interest to be assigned, (y) to the extent made available to such Lender by the proposed Assignee, furnish the Borrower with such material information relating to such proposed Assignee as the Borrower may reasonably request in order to enable the Borrower to make its decision (which information shall be held by the Borrower strictly in confidence), except that such Lender shall not be bound to ascertain whether any such information delivered to it by such proposed Assignee is true, accurate and complete, and (z) receive the prior written consent of the Borrower (such and the Administrative Agent, which consent may not to be unreasonably withheld, conditioned withheld or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of delayed by the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything It is understood and agreed that the proviso contained in this Agreement to the contrary, Xxxxx Fargo immediately preceding sentence shall not need prior consent be applicable in the case of, and this subsection (a) shall not restrict, (i) an assignment or other transfer by any Lender to an Affiliate of such Lender or (ii) a collateral assignment or other similar transfer to any of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all twelve Federal Reserve Lenders organized under Section 4 of its properties and assetsthe Federal Reserve Act, including without limitation any Advance (or portion thereof), to any Person.12 U.S.C.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule [FS Investment] Loan and Security Agreement 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) so long as no Event of Default has either occurred or is continuing, no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and “BBBA3” or above from S&Pbetter by Xxxxx’x[reserved], (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed and shall be deemed if no response is made by the Borrower within ten (10) Business Days after delivery to Borrower of notice of a proposed assignment) shall be required for any assignment or participation, other than an assignment or participation to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto 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 (as part of such a transaction all or portion thereof)substantially all of its Advances, Commitments and Notes, to any Person., (ii) if any Lender fails at any time to satisfy the Rating Criteria, and such failure has not been remedied within 30 days (as evidenced by a certification to the Borrower, the Collateral Manager and the Administrative Agent including a letter from Xxxxx’x, S&P, and/or an equivalent rating agency, as the case maybe establishing the existence of the rating criteria)[reserved], or (iii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent prior to the occurrence of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions:

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x Moody’s or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx1940 Act. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.

Assignments by the Lenders. Each Lender (aother than a Defaulting Lender) Subject may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Loan Commitment and its rights and obligations with respect to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not Loan) to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless any existing Lender (other than a Default Defaulting Lender), (ii) any Affiliate or Approved Fund of any existing Lender (so long as such Person would not, upon acceptance of such rights and obligations hereunder, constitute a Defaulting Lender) or (iii) any other Person (other than Borrower, Guarantor or an Affiliate thereof) acceptable (which acceptance shall not be unreasonably withheld or delayed) to Administrative Agent (each such transferee, assignee or purchaser herein called a “Lender Transferee”); provided, however, so long as no Event of Default has occurredoccurred and is continuing, no transfer Lender may participate or assign any of its rights under this Agreement to a Prohibited Assignee; provided further that the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment and Assumption) of the Loan subject to any such transfer, sale or assignment shall be in a minimum amount of $1,000,000, unless such transfer, sale or assignment is made to an existing Lender or an Affiliate or Approved Fund of any Advance existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in the Loan or any portion thereof) shall be is made unless with the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the prior consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially provided, further, that notwithstanding anything in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Loan Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo any such sale, transfer, negotiation or assignment shall be at no cost or expense to Borrower (provided, however, that Borrower shall be solely responsible for the costs and expenses, if any, of any legal counsel engaged by Borrower in connection therewith). A Defaulting Lender may not need prior sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder except with Administrative Agent’s consent or at Administrative Agent’s direction. A Defaulting Lender (or Person that would constitute a Defaulting Lender upon acceptance of rights and obligations hereunder) may not be the recipient of the sale, transfer, negotiation or assignment of any rights or obligations hereunder except with the 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 PersonAdministrative Agent.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred and is continuing), at any time assign an interest in, or grant a security interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder or any VFN (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) by a Lender to any Affiliate of a Lender, such Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) or of any VFN (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower Borrower, the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a ““ Transferee LetterLetter ”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and each Lender. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo Citibank shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or any VFN (or any portion thereof), to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder or any VFN (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurredoccurred and is continuing, no transfer of any Advance (or any portion thereof) or of any VFN (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during if a Default or an Event of Default has occurred and is continuing and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) or of any VFN (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower Borrower, the Administrative Agent Agent, the Custodian and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or any VFN (or any portion thereof), to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Any Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an interest in, to one or sell more Eligible Assignees all or a participation interest in any Advance portion of its rights and obligations under this Agreement (including all or a portion thereof) or of its Commitment hereunder and the Loans (including for purposes of this subsection (b), participations in Letter of Credit Liabilities and in Swingline Advances) at the time owing to any Personit); provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) except in the case of an assignment of any the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, the aggregate amount of the Commitment (or any portion thereof)which for this purpose includes Loans outstanding thereunder) or, any Advance (or any portion thereof) if the assignee executes and delivers to the Collateral ManagerCommitment is not then in effect, the Borrower principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially or, if “Trade Date” is specified in the form Assignment and Assumption, as of Exhibit H hereto the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, SOURCECORP otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a transferee letter substantially proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swingline Advances; (iii) any assignment of a Commitment must be approved by the form of Exhibit G hereto Administrative Agent, the Issuing Bank, Swingline Lender and SOURCECORP (a “Transferee Letter”). Each Lender hereby represents and warrants each such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a “Qualified Purchaser” within Lender (whether or not the meaning of Section 3(c)(7proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) of the 0000 Xxx. The parties to any such each assignment or sale of a participation interest shall execute and deliver to such Lender for its the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 13.8, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its books obligations under this Agreement (and, in the case of an Assignment and recordsAssumption covering all of the assigning Lender’s rights and obligations under this Agreement, such agreement Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 3.5, Article 4, Section 13.1 and Section 13.2 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, SOURCECORP (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or document as may be satisfactory to such parties. The Borrower shall not assign transfer by a Lender of rights or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo that does not comply with this Section 13.8(b) shall not need prior consent be treated for purposes of the Borrower to consolidate this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance 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 thereofSection 13.8(d), to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder or any VFN (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurredoccurred and is continuing, no transfer of any Advance (or any portion thereof) or of any VFN (or any portion thereof) shall be USActive 57310676.6USActive 60324964.3 made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during if a Default or an Event of Default has occurred and is continuing and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) or of any VFN (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower Borrower, the Administrative Agent Agent, the Custodian and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx1940 Act. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or any VFN (or any portion thereof), to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower (such which consent shall not to be unreasonably withheld, conditioned or delayed), any Lender may at any time assign an assign, or grant a security interest in, or sell a participation interest in in, any Advance or Commitment (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the such consent of the Borrower is not shall be required for any assignment (x) to any Affiliate following the occurrence of a LenderTermination Event, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiii) in the case of an assignment of any the Commitment (or any portion thereof)with respect to such Lender, any Advance (or any portion thereof) the assignee executes (other than any assignee that is a Liquidity Bank) shall execute and delivers deliver to the Collateral Manager, the Borrower Servicer and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto I hereto, and (iii) no Lender shall need prior consent to at any time assign, or grant a transferee letter substantially in the form security interest or sell a participation interest in, any Advance (or portion thereof) to an Affiliate, to a Liquidity Bank or to any commercial paper conduit sponsored by DZ Bank or an Affiliate of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 XxxDZ Bank. The parties to any such assignment or sale of a participation interest by a Lender shall execute and deliver to such Lender the Administrative Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such partiesparties and the Administrative Agent. The Borrower Neither the Borrower, the Originator nor the Servicer shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s its rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of the Administrative Agent. Notwithstanding anything contained The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for the purpose of this Section 13.16, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, the Advances made by each Lender and each repayment in respect of the principal amount of the Advances (and any interest thereon) of each Lender, and annexed to which the Administrative Agent shall retain a copy of each Joinder Supplement delivered to the Administrative Agent pursuant to this Agreement Section. Failure to make any recordation, or any error in such recordation, shall not affect the Borrower’s or any other Person’s obligations in respect of such Advances. The entries in the Register shall be conclusive (provided, however, that any failure to make any recordation or any error in such recordation shall be corrected by the Administrative Agent upon notice or discovery thereof), and the Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name an Advance is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary, Xxxxx Fargo shall not need prior consent . A Lender’s Commitment and the Advances made pursuant thereto may be assigned or otherwise transferred in whole or in part only by registration of the Borrower to consolidate with or merge into any other Person or convey such assignment or transfer substantially all in the Register. Any assignment or transfer of its properties and assets, including without limitation any Advance (a Lender’s Commitment or portion the Advances made pursuant thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Joinder Supplement duly executed by the assignor thereof), to any Person. No assignment or transfer of a Lender’s Commitment or the Advances made pursuant thereto shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower (such which consent shall not to be unreasonably withheld, conditioned or delayed), any Lender may at any time assign an assign, or grant a security interest in, or sell a participation interest in in, any Advance or Commitment (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of “Baa2qualified institutional buyer” or above from Xxxxx’x or “BBB” or above from S&Pas defined in Rule 144A under the Securities Act, (ii) the no such consent of the Borrower is not shall be required for any assignment (x) to any Affiliate following the occurrence of a LenderTermination Event, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any the Commitment (or any portion thereof)with respect to such Lender, any Advance (or any portion thereof) the assignee executes (other than any assignee that is a Liquidity Bank) shall execute and delivers deliver to the Collateral Manager, the Borrower Servicer and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H I hereto and a transferee letter Transferee Letter substantially in the form of Exhibit G hereto J hereto, and (iv) no Lender shall need prior consent to at any time assign, or grant a “Transferee Letter”). Each Lender hereby represents and warrants that is security interest or sell a “Qualified Purchaser” within the meaning participation interest in, any Advance (or portion thereof) to an Affiliate, to a Liquidity Bank or to any commercial paper conduit sponsored by DZ Bank or an Affiliate of Section 3(c)(7) of the 0000 XxxDZ Bank. The parties to any such assignment or sale of a participation interest by a Lender shall execute and deliver to such Lender the Administrative Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such partiesparties and the Administrative Agent. The Borrower Neither the Borrower, the Originator, the Servicer, or any Guarantor shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s its rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of the Administrative Agent. Notwithstanding anything contained The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for the purpose of this Section 13.16, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, the Advances made by each Lender and the VFNs evidencing such Advances and each repayment in respect of the principal amount of the Advances (and any interest thereon) of each Lender, and annexed to which the Administrative Agent shall retain a copy of each Joinder Supplement and Transferee Letter delivered to the Administrative Agent pursuant to this Agreement Section. Failure to make any recordation, or any error in such recordation, shall not affect the Borrower’s or any other Person’s obligations in respect of such Advances or VFNs. The entries in the Register shall be conclusive (provided, however, that any failure to make any recordation or any error in such recordation shall be corrected by the Administrative Agent upon notice or discovery thereof), and the Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name an Advance and related VFN is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary. A Lender’s Commitment and the Advances made pursuant thereto and the VFNs evidencing such Advances may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer in the Register. Any assignment or transfer of a Lender’s Commitment or the Advances or the VFNs evidencing such Advances made pursuant thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Joinder Supplement and Transferee Letter duly executed by the assignor thereof. No assignment or transfer of a Lender’s Commitment or the Advances made pursuant thereto or the VFNs evidencing such Advances shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section. Each Lender that sells a participating interest in any Advance, Xxxxx Fargo shall not need prior consent Commitment or other interest to a participant shall, as agent of the Borrower solely for the purpose of this Section 13.16, record in book entries maintained by such Lender the name and the amount of the participation interest of each participant entitled to consolidate with or merge into any other Person or convey or transfer substantially all receive payments in respect of its properties and assets, including without limitation any Advance (or portion thereof), to any Personsuch participation interests.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any [Investcorp] Loan and Security Agreement applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and “BBBA3” or above from S&Pbetter by Moody’s (or an equivalent rating by a rating agency rating such long term debt obligations of such Person, unless otherwise agreed to by Administrative Agent), (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Investment Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Investment Manager and the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment, other than an assignment to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and the Lenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Capital One, National Association shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including including, without limitation limitation, any Advance Advance, any Commitment or any Note (or any portion thereof), to any Person., or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions:

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of “Baa2qualified institutional buyer” or above from Xxxxx’x or as defined in Rule 144A under the Securities Act which in each case is a “BBBqualified purchaser” or above from S&Pas defined in the 1940 Act, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an so long as no Event of Default and has occurred or is continuing, no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) [reserved], (iv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed and shall be deemed if no response is made by the Borrower within ten (10) Business Days after delivery to Borrower of notice of a proposed assignment) shall be required for any assignment or participation, other than an assignment or participation (x) to a Lender, an Affiliate of a Lender or an Approved Fund or (y) required by Applicable Law or Governmental Authority. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto 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 (as part of such a transaction all or portion thereof)substantially all of its Advances, Commitments and Notes, to any Person., (ii) [reserved], or (iii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent prior to the occurrence of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions:

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and “BBBA3” or above from S&Pbetter by Xxxxx’x (or an equivalent rating by a rating agency rating such long term debt obligations of such Person, unless otherwise agreed to by Administrative Agent), (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Collateral Manager and the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment, other than an assignment to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and the Lenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Capital One, National Association shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including including, without limitation limitation, any Advance Advance, any Commitment or any Note (or any portion thereof), to any Person., or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: [Investcorp] Loan and Security Agreement

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and “BBBA3” or above from S&Pbetter by Xxxxx’x (or an equivalent rating by a rating agency rating such long term debt obligations of such Person, unless otherwise agreed to by Administrative Agent), (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Investment Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Investment Manager and the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment, other than an assignment to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and the Lenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Capital One, National Association shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including including, without limitation limitation, any Advance Advance, any Commitment or any Note (or any portion thereof), to any Person., or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions:

Assignments by the Lenders. (a) Subject to Section 12.16(f12.16(e), each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred and is continuing), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurredoccurred 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 Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default Governmental Authority applicable to such Lender and (iii) in the case of an assignment of any Commitment (or any portion thereof), ) or any Advance (or any portion thereof) ), the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”)F hereto. Each Lender hereby represents and warrants that it is a “Qualified Purchaser” within as defined in the meaning of Section 3(c)(7) of the 0000 Xxx1940 Act. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and each Lender. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Any Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an interest in, to one or sell more Eligible Assignees all or a participation interest in any Advance portion of its rights and obligations under this Agreement (including all or a portion thereof) or of its Commitment hereunder and the Loans at the time owing to any Personit); provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) except in the case of an assignment of any the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, the aggregate amount of the Commitment (or any portion thereof)which for this purpose includes Loans outstanding thereunder) or, any Advance (or any portion thereof) if the assignee executes and delivers to the Collateral ManagerCommitment is not then in effect, the Borrower principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially or, if “Trade Date” is specified in the form Assignment and Assumption, as of Exhibit H hereto the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a transferee letter substantially proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Bid Loans; (iii) any assignment of a Commitment must be approved by the form of Exhibit G hereto Administrative Agent (a “Transferee Letter”). Each Lender hereby represents and warrants such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a “Qualified Purchaser” within Lender (whether or not the meaning of Section 3(c)(7proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) of the 0000 Xxx. The parties to any such each assignment or sale of a participation interest shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such Lender for its processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent and Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its books obligations under this Agreement (and, in the case of an Assignment and recordsAssumption covering all of the assigning Lender’s rights and obligations under this Agreement, such agreement Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Loan Parties shall execute and deliver a Note to the assignee Lender. Any assignment or document as may be satisfactory to such parties. The Borrower shall not assign transfer by a Lender of rights or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo that does not comply with this subsection shall not need prior consent be treated for purposes of the Borrower to consolidate this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with or merge into any other Person or convey or transfer substantially all subsection (d) of its properties and assets, including without limitation any Advance (or portion thereof), to any Personthis Section.

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Loan Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Loan Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of “Baa2qualified institutional buyer” or above from Xxxxx’x or as defined in Rule 144A under the Securities Act which in each case is a “BBBqualified purchaser” or above from S&Pas defined in the 1940 Act, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Loan Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto (unless such assignee is already a Lender hereunder) and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (iii) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (iv) the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed and shall be deemed given if no response is made by the Borrower within five (5) Business Days after delivery to the Borrower of notice of a proposed assignment) shall be required for any assignment; provided, however, the consent of the Borrower shall not be required (i) with respect to an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, (ii) unless such assignment is to a Competitor, if such assignment is required by Applicable Law or any Governmental Authority or (iii) unless such assignment is to a Competitor, after the occurrence and continuance of an Event of Default. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto 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 (as part of such a transaction all or portion thereof)substantially all of its Loan Advances, Commitments and Notes, to any Person., (ii) [reserved], or (iii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Loan Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent prior to the occurrence of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions:

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower (such which consent shall not to be unreasonably withheld, conditioned or delayed), each Lender may at any time assign an assign, or grant a security interest in, or sell a participation interest in in, any Advance (or portion thereof) or its Commitment hereunder to any Person; provided provided, that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the such consent of the Borrower is not shall be required for any assignment (x) to any Affiliate following the occurrence of a LenderTermination Event, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiii) in the case of an assignment of the Structured Note with respect to such Lender, the assignee (other than any Commitment assignee described in the following provision) executes and delivers to the Servicer and the Deal Agent a fully-executed Assignment and Acceptance substantially in the form of Exhibit D hereto and a Transferee Letter substantially in the form of Exhibit V hereto, (iii) any Institutional 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 any portion thereof)) to an Affiliate of its related Lender Agent and (iv) 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 an Affiliate of its related Lender Agent. The Swingline Lender may at any time assign, or grant a security interest or sell a participation in, any Swingline Advance (or any portion thereof) to any Person; provided, that, in the case of an assignment of the Swingline Note, the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent Servicer and the Collateral Deal Agent a fully fully-executed Joinder Supplement Assignment and Acceptance substantially in the form of Exhibit H D hereto and a transferee letter Transferee Letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 XxxV hereto. The parties to any such assignment assignment, grant or sale of a participation interest by a Lender shall execute and deliver to such Lender the Deal Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such partiesparties and the Deal Agent. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, 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 Deal Agent and assets, including without limitation any Advance (or portion thereof), to any Personeach Hedge Counterparty.