File No. 812-15382

 

 

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

In the Matter of the Application of:

MidCap Financial Investment Corporation, Apollo Senior Floating Rate Fund Inc., Apollo Tactical Income Fund Inc., Apollo Debt Solutions BDC, Apollo Diversified Credit Fund, Apollo Investment Management, L.P., Apollo Credit Management, LLC, Apollo Capital Credit Adviser, LLC, AA Direct, L.P., A-A European Senior Debt Fund, L.P., AA Infrastructure Fund 1 Ltd., ACE Credit Fund, L.P., AESI II, L.P., AGRE Debt Fund I, L.P., AGRE U.S. Real Estate Fund, L.P., ALM V, Ltd., ALM VI, Ltd., ALM VII (R), Ltd., ALM VII (R)-2, Ltd., ALM VII, Ltd., ALM VIII, Ltd., ALM XII, Ltd., ALM XIX, Ltd., ALM XVI, Ltd., ALM XVII, Ltd., ALM XVIII, Ltd., ALME Loan Funding IV B.V., Amissima Diversified Income ICAV, AMN Loan Fund, L.P., AP Kent Credit Master Fund, L.P., Apollo Accord Master Fund II, L.P., Apollo Accord Master Fund III, L.P., Apollo Accord Fund III B, L.P., Apollo Accord Fund IV, L.P., Apollo A-N Credit Fund, L.P., Apollo Asia Real Estate Fund II, L.P., Apollo Atlas Master Fund, LLC, Apollo Chiron Credit Fund, L.P., Apollo Commercial Real Estate Finance, Inc., Apollo Credit Master Fund Ltd., Apollo Credit Opportunity Fund III LP, Apollo Credit Strategies Master Fund Ltd., Apollo European Principal Finance Fund III (Dollar A), L.P., Apollo Hybrid Value Fund, L.P., Apollo Hybrid Value Fund II, L.P., Apollo Humber Partners, L.P., Apollo Humber Management, L.P., Apollo Impact Mission Fund, L.P., Apollo Infrastructure Opportunities Fund II, L.P., Apollo Investment Fund IX, L.P., Apollo Investment Fund VII, L.P., Apollo Investment Fund VIII, L.P., Apollo Kings Alley Credit Fund, L.P., Apollo Lincoln Fixed Income Fund, L.P., Apollo Lincoln Private Credit Fund, L.P., Apollo Moultrie Credit Fund, L.P., Apollo Natural Resources Partners II, L.P., Apollo Natural Resources Partners III, L.P., Apollo Navigator Aviation Fund I, L.P., Apollo Revolver Fund, L.P., Apollo Structured Credit Recovery Master Fund IV LP, Apollo Strategic Origination Partners, L.P., Apollo Tactical Value SPN Investments, L.P., Apollo Total Return Master Fund Enhanced LP, Apollo Total Return Master Fund L.P., Apollo Tower Credit Fund, L.P., Apollo U.S. Real Estate Fund II L.P., Apollo U.S. Real Estate Fund III, L.P., Apollo Zeus Strategic Investments, L.P., Apollo/Cavenham European Managed Account II, L.P., Athene Holding Ltd., Athora Lux Invest S.C.Sp., Financial Credit Investment II, L.P., Financial Credit Investment III, L.P., Financial Credit Investment IV, L.P., MidCap FinCo Holdings Ltd, NNN Investor 1, L.P., Athora Lux Invest NL S.C.Sp., ACE Credit Management, LLC, ACF Europe Management, LLC, ACREFI Management, LLC, Aegon Ireland plc, AGRE—CRE Debt Manager, LLC, AGRE NA Management, LLC, AP Kent Management, LLC, Apollo Accord Management II, LLC, Apollo Accord Management III, LLC, Apollo Accord Management III B, L.P., Apollo Accord Management IV, L.P., Apollo

 

1


A-N Credit Management, LLC, Apollo Asia Management II, L.P., Apollo Asset Management Europe LLP, Apollo Atlas Management, LLC, Apollo Capital Management, L.P., Apollo Centre Street Management, LLC, Apollo Centre Street Partnership L.P., Apollo Chiron Management, LLC, Apollo Credit Management (CLO), LLC, Apollo Credit Opportunity Management III, LLC, Apollo EPF Management III, LLC, Apollo Europe Management III, LLC, Apollo European Senior Debt Management, LLC, Apollo European Strategic Management, L.P., Apollo Global Real Estate Management, L.P., Apollo Hercules Management, LLC, Apollo Hercules Partners, L.P., Apollo Hybrid Value Management, L.P., Apollo Hybrid Value Management II, L.P., Apollo Impact Mission Management, L.P., Apollo India Credit Opportunity Management, LLC, Apollo Infrastructure Opportunities Management II, L.P., Apollo Investment Management Europe LLP, Apollo Kings Alley Credit Fund Management, LLC, Apollo Lincoln Fixed Income Management, LLC, Apollo Lincoln Private Credit Management, LLC, Apollo Management International LLP, Apollo Management IX, L.P., Apollo Management VII, L.P., Apollo Management VIII, L.P., Apollo Moultrie Credit Fund Management LLC, Apollo NA Management II, LLC, Apollo NA Management III, LLC, Apollo Navigator Management I, LLC, Apollo Oasis Management, LLC, Apollo Origination Management, L.P., Apollo PPF Credit Strategies Management, LLC, Apollo Oasis Partners, L.P., Apollo Origination Partnership, L.P., Apollo Palmetto Strategic Partnership, L.P., Apollo Revolver Capital Management, LLC, Apollo ST Fund Management LLC (DE), Apollo Strategic Origination Management, L.P., Apollo Structured Credit Recovery Management IV LLC, Apollo Tactical Value SPN Management, LLC, Apollo Thunder Management, LLC, Apollo Thunder Partners, L.P., Apollo Total Return Enhanced Management, LLC, Apollo Tower Credit Management, LLC, Apollo Union Street Management, LLC, Apollo Union Street Partners, L.P., Apollo Zeus Strategic Management, LLC, Apollo/Cavenham EMA Management II, LLC, Financial Credit Investment II Manager, LLC, Financial Credit Investment III Manager, LLC, Financial Credit Investment IV Manager, LLC, Apollo Investment Management Europe (Luxembourg) S.a r.l., Apollo Total Return Management LLC, Apollo Commodities Management, L.P., Apollo Insurance Solutions Group LP, Apollo MidCap US Direct Lending 2019, L.P., NNN Investor 2 (Auto), L.P., NNN Opportunities Fund, L.P., Apollo PPF Opportunistic Credit Partners (Lux), SCSp, Apollo PPF Credit Strategies, LLC, Apollo PPF Credit Management, LLC, Apollo Co-Investment Capital Management, LLC, Alteri Investments II, SCSp, Merx Aviation Finance, LLC., Apollo Accord+ Fund (Lux), SCSp, Apollo Accord+ Offshore Fund, L.P., Apollo Accord+ Fund, L.P., Apollo Revolver Fund II (Offshore), L.P., Apollo Revolver Fund II, L.P., Apollo Revolver Fund II (ATH), L.P., Apollo Accord+ Management, L.P., Apollo Revolver Management II (ATH), L.P., Apollo Revolver Management II, L.P., Apollo Accord Fund V, L.P., Apollo Investment Fund X, L.P., Apollo Total Return Fund—Investment Grade, L.P., Apollo Accord Management V, L.P., Apollo Management X, L.P., Apollo Total Return Fund—Investment Grade Management, L.P., ACMP Holdings, LLC

 

 

 

2


AMENDMENT NO. 1 TO APPLICATION FOR AN ORDER TO AMEND A PRIOR ORDER UNDER

SECTIONS 17(d) AND 57(i) OF

THE INVESTMENT COMPANY ACT OF

1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY

SECTIONS 17(d) AND 57(a)(4) OF THE INVESTMENT COMPANY ACT OF

1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

 

 

All Communications, Notices and Orders to:

Tanner Powell

Chief Executive Officer

MidCap Financial Investment Corporation

9 West 57th Street

New York, NY 10019

(212) 515-3450

and

Kristin Hester

Chief Legal Officer

MidCap Financial Investment Corporation

9 West 57th Street

New York, NY 10019

(212) 515-3450

Copies to:

David Blass, Esq.

Christopher Healey, Esq.

Steven Grigoriou, Esq.

Simpson Thacher & Bartlett LLP

900 G Street, NW

Washington, DC 20001

David.Blass@stblaw.com

Christopher.Healey@stblaw.com

Steven.Grigoriou@stblaw.com

 

 

December 6, 2022

This Application (including Exhibits) contains 91 pages

 

3


I. INTRODUCTION

A. Summary of Application

On December 29, 2021, the Securities and Exchange Commission (the “Commission”) issued an order under Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”),1 and Rule 17d-1 thereunder, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder, as described more fully therein (the “Prior Order”).2 The Prior Order permits certain business development companies and closed-end management investment companies to co-invest in portfolio companies with each other and with affiliated investment entities.

The Applicants (defined below) hereby seek an amended order (the “Amended Order”) from the Commission under Sections 17(d) and 57(i) of the 1940 Act, and Rule 17d-1 thereunder to amend the term “Follow-On Investment” to mean (i) with respect to a Regulated Fund, an additional investment in the same issuer in which the Regulated Fund is currently invested; or (ii) with respect to an Affiliated Fund, (X) an additional investment in the same issuer in which the Affiliated Fund and at least one Regulated Fund are currently invested; or (Y) an investment in an issuer in which at least one Regulated Fund is currently invested but in which the Affiliated Fund does not currently have an investment.

B. Applicants

The following Applicants each qualify as a Regulated Fund under the Prior Order:

 

   

MidCap Financial Investment Corporation (“MFIC”) (formerly known as Apollo Investment Corporation), is a Maryland corporation which is an externally managed closed-end, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”). AIM (defined below) serves as investment adviser to MFIC;

 

   

Apollo Senior Floating Rate Fund, Inc. (“ASFRF”), is a Maryland corporation structured as a closed-end, non-diversified management investment company. ACM (defined below) serves as investment adviser to ASFRF;

 

   

Apollo Tactical Income Fund Inc. (“AIF”), a Maryland corporation structured as a closed-end, non-diversified management investment company. ACM (defined below) serves as investment adviser to AIF;

 

   

Apollo Debt Solutions BDC (“ADS”), is a Delaware statutory trust structured as a non-diversified, closed-end management investment company that has elected to be regulated as a BDC. ACM (defined below) serves as investment adviser to ADS; and

 

   

Apollo Diversified Credit Fund (“ADCF”), is a Delaware statutory trust structured as a continuously offered, diversified, closed-end management investment company that is operated as an interval fund. ACC (defined below) serves as investment adviser to ADCF.

The following Applicant qualifies as an AIC Downstream Fund under the Prior Order:

 

   

Merx Aviation Finance, LLC (“Merx”), is a Delaware limited liability company that is a special purpose vehicle owned by MFIC.

The following Applicants each qualify as an Adviser under the Prior Order:

 

   

Apollo Investment Management, L.P. (“AIM”), is a Delaware limited partnership and the investment adviser to MFIC;

 

   

Apollo Credit Management, LLC (“ACM”), is a Delaware limited liability company and the investment adviser to ASFRF, AIF and ADS;

 

   

Apollo Capital Credit Adviser, LLC (“ACC”), is a Delaware limited liability company and the investment adviser to ACC; and

 

   

The investment advisers to the Existing Affiliated Funds (defined below) that are identified in Appendix A (“Existing Advisers to Affiliated Funds”), each of which is registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”).

The investment vehicles identified in Appendix A (the “Existing Affiliated Funds” and, together with MFIC, ASFRF, AIF, ADS, ADCF, Merx, AIM, ACM, ACC and the Existing Advisers to Affiliated Funds, the “Applicants”). Each Existing Affiliated Fund qualifies as an Affiliated Fund under the Prior Order.

 

1

Unless otherwise indicated, all section and rule references herein are to the 1940 Act and rules promulgated thereunder.

2

See Apollo Investment Corporation, et al. (File No. 812-15015) Investment Company Act Rel. Nos. 34432 (December 3, 2021) (notice) and 34458 (December 29, 2021) (order).

 

4


All Applicants are eligible to rely on the Prior Order.3

C. Defined Terms

Except as stated herein, defined terms used in this application (the “Application”) have the same meanings provided in the application for the Prior Order, as amended and restated (the “Prior Application”)4.

“Follow-On Investment” means (i) with respect to a Regulated Fund, an additional investment in the same issuer in which the Regulated Fund is currently invested; or (ii) with respect to an Affiliated Fund, (X) an additional investment in the same issuer in which the Affiliated Fund and at least one Regulated Fund are currently invested; or (Y) an investment in an issuer in which at least one Regulated Fund is currently invested but in which the Affiliated Fund does not currently have an investment. An investment in an issuer includes, but is not limited to, the exercise of warrants, conversion privileges or other rights to purchase securities of the issuer.

 

3 

All existing entities that currently rely on the Prior Order and intend to rely on the Amended Order have been named as applicants and any existing or future entities that may rely on the Amended Order in the future will comply with the terms and conditions of the Amended Order as set forth in or incorporated into this Application.

4 

See Apollo Investment Corporation, et al. (File No. 812-15015) (November 24, 2021) (application).

 

5


II. APPLICANTS’ PROPOSAL

The Amended Order, if granted, would expand the relief provided in the Prior Order to permit Affiliated Funds to participate in Follow-On Investments in issuers in which at least one Regulated Fund is invested, but such Affiliated Funds are not invested. This relief would not permit Follow-On Investments by Regulated Funds that are not invested in the issuer. The requested relief is based on the temporary relief granted by the Commission on April 8, 2020.5

III. STATEMENT IN SUPPORT OF RELIEF REQUESTED

Except as stated herein, the disclosure in Section IV, “Statement in Support of Relief Requested,” of the Prior Application is equally applicable to this Application.

IV. CONDITIONS

Except as stated herein, the Conditions of the Prior Order, as stated in Section V of the Prior Application, will remain in effect. Any language in the Conditions of the Prior Order stating that an Affiliated Fund is required to have an existing investment in an issuer and/or needs to have previously participated in a Co-Investment Transaction with respect to such issuer in order to participate in a Follow-On Investment shall be deemed removed if the Amended Order is granted.

V. PROCEDURAL MATTERS

Applicants file this Application in accordance with Rule 0-2 under the 1940 Act. Pursuant to Rule 0-2(f) under the 1940 Act, Applicants state that their address is indicated on the cover page of this Application. Applicants further request that all communications concerning this Application should be directed and copied to the persons listed on the cover page of the Application.

In accordance with Rule 0-2(c) under the 1940 Act, Applicants state that all actions necessary to authorize the execution and filing of this Application have been taken, and the persons signing and filing this document are authorized to do so on behalf of Applicants pursuant to their corporate organizational documents, and in the case of the Trust, the attached resolutions. Applicants also have attached the verifications required by Rule 0-2(d) under the 1940 Act.

In accordance with Rule 0-5 under the 1940 Act, Applicants request that the Commission issue the requested Amended Order without holding a hearing.

 

 

5 

BDC Temporary Exemptive Order, Investment Company Act Rel. Nos. 33837 (April 8, 2020) (order) (extension granted on January 5, 2021 and further extension granted on April 22, 2021) (the “Temporary Relief”).

 

6


All requirements for the execution and filing of this Application in the name and on behalf of each Applicant by the undersigned have been complied with and the undersigned is fully authorized to do so and has duly executed this Application as of this 6th day of December, 2022.

 

MIDCAP FINANCIAL INVESTMENT CORPORATION
By  

/s/ Kristin Hester

Name:   Kristin Hester
Title:   Chief Legal Officer

 

7


APOLLO SENIOR FLOATING RATE FUND INC.
By:  

/s/ Kristin Hester

  Name: Kristin Hester
  Title: Chief Legal Officer
APOLLO TACTICAL INCOME FUND INC.
By:  

/s/ Kristin Hester

  Name: Kristin Hester
  Title: Chief Legal Officer
APOLLO DEBT SOLUTIONS BDC
By:  

/s/ Kristin Hester

  Name: Kristin Hester
  Title: Vice President
APOLLO INVESTMENT MANAGEMENT, L.P.

By:

  ACC Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CREDIT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: President
A-A EUROPEAN SENIOR DEBT FUND, L.P.

By:

  Apollo European Senior Debt Advisors, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

8


AA INFRASTRUCTURE FUND 1 LTD.

By:

  Apollo Insurance Solutions Group LP, its investment manager

By:

  Apollo Credit Management, LLC, its sub-advisor
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

AESI II, L.P.

By:   AES Advisors II, L.P., its general partner
By:   AES Advisors II GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AGRE DEBT FUND I, L.P.

By: AGRE Debt Fund I GP, Ltd., its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AGRE U.S. REAL ESTATE FUND, L.P.
By:   AGRE NA Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALM V, LTD.
By:   Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALM VI, LTD.
By:   Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

9


ALM VII (R), LTD.

By:

  Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

ALM VII (R)-2, LTD.

By:   Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALM VII, LTD.

By:

  Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALM VIII, LTD.
By:   Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALM XII, LTD.
By:   Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALM XIX, LTD.
By:   Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

10


ALM XVI, LTD.

By:

  Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

ALM XVII, LTD.

By:   Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALM XVIII, LTD.

By:

  Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALME LOAN FUNDING IV B.V.
By:   Apollo Management International LLP, its collateral manager
By:   AMI (Holdings), LLC, its sole member
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO A-N CREDIT FUND, L.P.
By:   Apollo A-N Credit Management LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

11


APOLLO CREDIT MASTER FUND LTD.

By:

  Apollo ST Fund Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

APOLLO CREDIT OPPORTUNITY FUND III LP

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CREDIT STRATEGIES MASTER FUND LTD.

By:

  Apollo ST Fund Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO LINCOLN FIXED INCOME FUND, L.P.
By:   Apollo Lincoln Fixed Income Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO LINCOLN PRIVATE CREDIT FUND, L.P.
By:   Apollo Lincoln Private Credit Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO MOULTRIE CREDIT FUND, L.P.
By:   Apollo Moultrie Credit Fund Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

12


APOLLO TACTICAL VALUE SPN INVESTMENTS, L.P.

By:

  Apollo Tactical Value SPN Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO TOTAL RETURN MASTER FUND ENHANCED LP
By:   Apollo Total Return Enhanced Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO TOTAL RETURN MASTER FUND L.P.

By:

  Apollo Total Return Management LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO U.S. REAL ESTATE FUND II L.P.
By:   Apollo NA Management II, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ZEUS STRATEGIC INVESTMENTS, L.P.
By:   Apollo Zeus Strategic Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
FINANCIAL CREDIT INVESTMENT II, L.P.
By:   Financial Credit Investment II Manager, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

13


FINANCIAL CREDIT INVESTMENT III, L.P.

By:

  Financial Credit Investment III Manager, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ACE CREDIT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ACF EUROPE MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ACREFI MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AGRE - CRE DEBT MANAGER, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AGRE NA MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

14


AP KENT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD MANAGEMENT II, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD MANAGEMENT III, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO A-N CREDIT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ATLAS MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CAPITAL MANAGEMENT, L.P.
By:   Apollo Capital Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CENTRE STREET MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

15


APOLLO CENTRE STREET PARTNERSHIP L.P.

By:   Apollo Centre Street Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

APOLLO CHIRON MANAGEMENT, LLC

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CREDIT MANAGEMENT (CLO), LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CREDIT OPPORTUNITY MANAGEMENT III, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO EPF MANAGEMENT III, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO EUROPE MANAGEMENT III, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO EUROPEAN SENIOR DEBT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

16


APOLLO EUROPEAN STRATEGIC MANAGEMENT, L.P.
By:   Apollo European Strategic Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO GLOBAL REAL ESTATE MANAGEMENT, L.P.
By:   Apollo Global Real Estate Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO HERCULES MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO HERCULES PARTNERS, L.P.
By:   Apollo Hercules Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO INDIA CREDIT OPPORTUNITY MANAGEMENT, LLC
By:   Apollo Capital Management, L.P., its sole member
By:   Apollo Capital Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO INVESTMENT MANAGEMENT EUROPE LLP
By:   AMI (Holdings), LLC, its member
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

17


APOLLO KINGS ALLEY CREDIT FUND MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO LINCOLN FIXED INCOME MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO LINCOLN PRIVATE CREDIT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO MANAGEMENT INTERNATIONAL LLP
By:   AMI (Holdings), LLC, its member
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO MOULTRIE CREDIT FUND MANAGEMENT LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO NA MANAGEMENT II, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO NA MANAGEMENT III, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

18


APOLLO OASIS MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO PALMETTO STRATEGIC PARTNERSHIP, L.P.
By:   Apollo Capital Management, L.P., its investment manager
By:   Apollo Capital Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
APOLLO REVOLVER CAPITAL MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ST FUND MANAGEMENT LLC (DE)
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO STRUCTURED CREDIT RECOVERY MANAGEMENT IV LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO TACTICAL VALUE SPN MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO THUNDER MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

19


APOLLO THUNDER PARTNERS, L.P.
By:   Apollo Thunder Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO TOTAL RETURN ENHANCED MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO TOWER CREDIT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO UNION STREET MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO UNION STREET PARTNERS, L.P.
By:   Apollo Union Street Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ZEUS STRATEGIC MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO/CAVENHAM EMA MANAGEMENT II, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

20


FINANCIAL CREDIT INVESTMENT II MANAGER, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
FINANCIAL CREDIT INVESTMENT III MANAGER, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
FINANCIAL CREDIT INVESTMENT IV MANAGER, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO INVESTMENT MANAGEMENT EUROPE (LUXEMBOURG) S.A R.L.
By:   AMI (Holdings), LLC, its member
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO TOTAL RETURN MANAGEMENT LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO COMMODITIES MANAGEMENT, L.P.
By:   Apollo Commodities Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO PPF CREDIT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CO-INVESTMENT CAPITAL MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

21


MERX AVIATION FINANCE, LLC

 

By: MidCap Financial Investment Corporation, its sole member

By:  

/s/ Kristin Hester

Name:   Kristin Hester
Title:   Chief Legal Officer
APOLLO DIVERSIFIED CREDIT FUND
By:  

/s/ Kristin Hester

Name:   Kristin Hester
Title:   Chief Legal Officer
APOLLO CAPITAL CREDIT ADVISER, LLC
By:  

/s/ Kristin Hester

Name:   Kristin Hester
Title:   Vice President
MIDCAP FINCO HOLDINGS LTD
By:  

/s/ Joseph D. Glatt

Name:   Joseph D. Glatt
Title:   Director
ACE CREDIT FUND, L.P.
By:   ACE Credit Management, LLC, its investment manager
By:  

/s/ William Kuesel

Name:   William Kuesel
Title:   Vice President

 

22


APOLLO TOWER CREDIT FUND, L.P.
By:   Apollo Tower Credit Management, LLC,
  its investment manager
By:  

/s/ William Kuesel

Name:   William Kuesel
Title:   Vice President
APOLLO OASIS PARTNERS, L.P.
By:   Apollo Oasis Management, LLC, its investment manager
By:  

/s/ William Kuesel

Name:   William Kuesel
Title:   Vice President
APOLLO STRUCTURED CREDIT RECOVERY MASTER FUND IV LP
By:   Apollo Structured Credit Recovery Management IV LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

23


APOLLO KINGS ALLEY CREDIT FUND, L.P.
By:   Apollo Kings Alley Credit Fund Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CHIRON CREDIT FUND, L.P.
By:   Apollo Chiron Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO/CAVENHAM EUROPEAN MANAGED ACCOUNT II, L.P.
By:   Apollo/Cavenham EMA Management II, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

24


APOLLO ATLAS MASTER FUND, LLC
By:   Apollo Atlas Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO EUROPEAN PRINCIPAL FINANCE FUND III (DOLLAR A), L.P.
By:   Apollo EPF Management III, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

FINANCIAL CREDIT INVESTMENT IV, L.P.

By:   Financial Credit Investment IV Manager, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AP KENT CREDIT MASTER FUND, L.P.
By:   AP Kent Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

25


APOLLO NATURAL RESOURCES PARTNERS II, L.P.
By:   Apollo ANRP Advisors II, L.P., its general partner
By:   Apollo ANRP Capital Management II, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO NATURAL RESOURCES PARTNERS III, L.P.
By:   Apollo ANRP Advisors III, L.P., its general partner
By:   Apollo ANRP Capital Management III, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

26


NNN INVESTOR 1, L.P.
By:   Apollo Global Real Estate Management, L.P., its investment manager
By:   Apollo Global Real Estate Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
NNN INVESTOR 2 (AUTO), L.P.
By:  

Apollo Global Real Estate Management, L.P.,

its manager

By:   Apollo Global Real Estate Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
NNN OPPORTUNITIES FUND, L.P.
By:  

Apollo Global Real Estate Management, L.P.,

its investment manager

By:   Apollo Global Real Estate Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

APOLLO GLOBAL REAL ESTATE

MANAGEMENT, L.P.

By:   Apollo Global Real Estate Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

27


APOLLO PPF OPPORTUNISTIC CREDIT PARTNERS (LUX), SCSP
By:  

Apollo PPF Credit Management, LLC,

its investment manager

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALTERI INVESTMENTS II, SCSP
By:   Apollo Co-Investment Capital Management, LLC, its alternative investment fund manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO U.S. REAL ESTATE FUND III, L.P.
By:   Apollo U.S. Real Estate Advisors III, L.P., its general partner
By:   Apollo U.S. Real Estate Advisors GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AA DIRECT, L.P.
By:   AA Direct GP, LLC, its general partner
By:  

Apollo Hybrid Value Advisors, L.P.,

its sole member

 

28


By:  

Apollo Hybrid Value Capital Management, LLC,

its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO HYBRID VALUE MANAGEMENT, L.P.
By:   Apollo Hybrid Value Management GP, LLC,
  its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO HYBRID VALUE FUND, L.P.
By:  

Apollo Hybrid Value Advisors, L.P.,

its general partner

By:   Apollo Hybrid Value Capital Management, LLC., its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO HYBRID VALUE FUND II, L.P.
By:   Apollo Hybrid Value Management II, L.P., its investment manager
By:   Apollo Hybrid Value Management GP II, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO HYBRID VALUE MANAGEMENT II, L.P.
By:   Apollo Hybrid Value Management GP II, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

29


APOLLO HUMBER PARTNERS, L.P.
By:  

Apollo Humber Advisors, L.P.,

its general partner

By:  

Apollo Humber Advisors GP, LLC,

its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO HUMBER MANAGEMENT, L.P.
By:   Apollo Humber Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO IMPACT MISSION FUND, L.P.
By:   Apollo Impact Mission Advisors, L.P., its general partner
By:   Apollo Impact Mission Capital Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO IMPACT MISSION MANAGEMENT, L.P.
By:   Apollo Impact Mission Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

30


APOLLO INFRASTRUCTURE OPPORTUNITIES FUND II, L.P.
By:   Apollo Infrastructure Opportunities Management II, L.P., its investment manager
By:   Apollo Infrastructure Opportunities Management II GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO INFRASTRUCTURE OPPORTUNITIES MANAGEMENT II, L.P.
By:   Apollo Infrastructure Opportunities Management II GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ORIGINATION PARTNERSHIP, L.P.
By:  

Apollo Origination Advisors, L.P.,

its general partner

By:  

AOP Advisors GP, LLC,

its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO REVOLVER FUND, L.P.
By:  

Apollo Revolver Advisors, L.P.,

its general partner

By:   Apollo Revolver Capital Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

31


APOLLO ORIGINATION MANAGEMENT, L.P.
By:  

AOP Capital Management, LLC,

its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO PPF CREDIT STRATEGIES, LLC
By:  

Apollo PPF Credit Strategies (Lux), SCSp,

its sole member,

By:   Apollo PPF Credit Strategies Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO PPF CREDIT STRATEGIES MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO STRATEGIC ORIGINATION PARTNERS, L.P.
By:   Apollo Strategic Origination Management, L.P., its investment manager
By:   ASOP Capital Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

32


APOLLO STRATEGIC ORIGINATION MANAGEMENT, L.P.
By:  

ASOP Capital Management, LLC,

its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO NAVIGATOR AVIATION FUND I, L.P.
By:  

Apollo Navigator Management I,

LLC, its investment manager

By:  

Apollo Capital Management, L.P.,

its sole member

By:  

Apollo Capital Management GP,

LLC, its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO NAVIGATOR MANAGEMENT I, LLC
By:  

Apollo Capital Management, L.P.,

its sole member

By:  

Apollo Capital Management GP,

LLC, its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AMISSIMA DIVERSIFIED INCOME ICAV
By:  

Apollo Management International

LLP, its portfolio manager

By:   AMI (Holdings), LLC, its member
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

33


ATHORA LUX INVEST S.C.SP.
By:   Apollo Management International LLP, its portfolio manager
By:   AMI (Holdings), LLC, its member
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ATHORA LUX INVEST NL S.C.Sp.
By:  

Apollo Management International

LLP, its portfolio manager

By:  

AMI (Holdings), LLC, its

member

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO MANAGEMENT INTERNATIONAL LLP
By:  

AMI (Holdings), LLC, its

member

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

34


APOLLO MIDCAP US DIRECT LENDING 2019, L.P.
By:  

Apollo Capital Management, L.P.,

its investment manager

By:  

Apollo Capital Management G.P.,

LLC, its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AMN LOAN FUND, L.P.
By:  

Apollo Capital Management L.P.,

its investment manager

By:  

Apollo Capital Management GP,

LLC, its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD MASTER FUND II, L.P.
By:  

Apollo Accord Management II,

LLC, its investment manager

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD MASTER FUND III, L.P.
By:   Apollo Accord Management III, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD FUND III B, L.P.
By:  

Apollo Accord Management III

B, L.P., its investment manager

By:  

Apollo Accord Management III

B GP, LLC, its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

35


APOLLO ACCORD MANAGEMENT III B, L.P.
By:  

Apollo Accord Management III

B GP, LLC, its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD FUND IV, L.P.
By:  

Apollo Accord Management IV,

L.P., its investment manager

By:   Apollo Accord Management IV GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD MANAGEMENT IV, L.P.
By:  

Apollo Accord Management IV

GP, LLC, its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ASIA REAL ESTATE FUND II, L.P.
By:  

Apollo Asia Management II, L.P.,

its investment manager

By:   Apollo Asia Management II Advisors, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

36


APOLLO ASIA MANAGEMENT II, L.P.
By:   Apollo Asia Management II Advisors, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO MANAGEMENT VII, L.P.
By:   AIF VII Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO MANAGEMENT VIII, L.P.
By:   AIF VIII Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO INVESTMENT FUND VII, L.P.
By:   Apollo Advisers VII, L.P., its general partner
By:  

Apollo Capital Management VII,

LLC, its general partner

By:  

/s/ James Elworth

  Name: James Elworth
  Title: Authorized Person
APOLLO INVESTMENT FUND VIII, L.P.
By:   Apollo Advisers VIII, L.P., its general partner
By:   Apollo Capital Management VIII, LLC, its general partner
By:  

/s/ James Elworth

  Name: James Elworth
  Title: Authorized Person

 

37


APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.
By:  

/s/ Stuart A. Rothstein

  Name: Stuart A. Rothstein
  Title: Chief Executive Officer
APOLLO INSURANCE SOLUTIONS GROUP LP
By:   AISG GP Ltd., its general partner
By:  

/s/ James R. Belardi

  Name: James R. Belardi
  Title: Chief Executive Officer
ATHENE HOLDING LTD.
By:  

/s/ Natasha Scotland-Courcy

  Name: Natasha Scotland-Courcy
  Title: Senior Vice President, Legal and Secretary
APOLLO INVESTMENT FUND IX, L.P.
By:   Apollo Management IX, L.P., its investment manager
By:   AIF IX Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO MANAGEMENT IX, L.P.
By:   AIF IX Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AEGON IRELAND PLC
By:   Apollo Asset Management Europe LLP,
  its investment manager

 

38


By:  

/s/ Shaun Collins

  Name: Shaun Collins
  Title: Director
APOLLO ASSET MANAGEMENT EUROPE LLP
By:  

/s/ Shaun Collins

  Name: Shaun Collins
  Title: Director
APOLLO ACCORD+ FUND (LUX), SCSP
By:   Apollo Accord+ Fund (Lux) GP, S.a r.l., its general partner
By:  

Apollo Accord+ Advisors, L.P.,

its shareholder

By:  

Apollo Accord+ Advisors GP,

LLC, its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD+ OFFSHORE FUND, L.P.
By:  

Apollo Accord+ Advisors, L.P.,

its general partner

By:  

Apollo Accord+ Advisors GP,

LLC, its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD+ FUND, L.P.
By:  

Apollo Accord+ Advisors, L.P.,

its general partner

By:  

Apollo Accord+ Advisors GP,

LLC, its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

39


APOLLO REVOLVER FUND II (OFFSHORE), L.P.
By:   Apollo Revolver Advisors II, L.P., its general partner
By:   Apollo Revolver Capital Management II, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO REVOLVER FUND II, L.P.
By:   Apollo Revolver Advisors II, L.P., its general partner
By:   Apollo Revolver Capital Management II, LLC, its general partner
By:   APH Holdings (FC), L.P., its managing member
By:   Apollo Principal Holdings VII GP, Ltd., its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO REVOLVER FUND II (ATH), L.P.;
By:   Apollo Revolver Advisors II (ATH), L.P., its general partner
By:   Apollo Revolver Capital Management II, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD+ MANAGEMENT, L.P.
By:   Apollo Accord+ Management GP, LLC, its general partner

 

40


By:   Apollo Capital Management, L.P., its sole member
By:   Apollo Capital Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO REVOLVER MANAGEMENT II (ATH), L.P.
By:   Apollo Revolver Management II (ATH) GP, LLC, its general partner
By:   Apollo Capital Management, L.P., its sole member
By:   Apollo Capital Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO REVOLVER MANAGEMENT II, L.P.
By:   Apollo Revolver Management GP II, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD FUND V, L.P.
By:   Apollo Accord Advisors V, L.P.
By:   Apollo Accord Advisors G.P. V, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

41


APOLLO INVESTMENT FUND X, L.P.
By:   Apollo Advisors X, L.P.
By:   Apollo Capital Management X, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO TOTAL RETURN FUND – INVESTMENT GRADE, L.P.
By:   Apollo Total Return Fund – Investment Grade G.P., LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD MANAGEMENT V, L.P.
By:   Apollo Accord Management V GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

42


APOLLO MANAGEMENT X, L.P.
By:   AIF X Management, LLC, its general partner
By:  

/s/ William Kuesel

 

Name: William Kuesel

Title: Vice President

APOLLO TOTAL RETURN FUND – INVESTMENT GRADE MANAGEMENT, L.P.
By:   Apollo Total Return Fund – Investment Grade Management GP, LLC
By:  

/s/ William Kuesel

 

Name: William Kuesel

Title: Vice President

ACMP HOLDINGS, LLC
By:   Apollo Capital Markets Management, L.P., its manager
By:   ACP Capital Management, LLC, its general partner
By:  

/s/ William Kuesel

 

Name: William Kuesel

Title: Vice President

 

43


The undersigned states that he or she has duly executed the attached application dated as of December 6, 2022 of those of the entities indicated by his or her signature hereto:

MidCap Financial Investment Corporation, Apollo Senior Floating Rate Fund Inc., Apollo Tactical Income Fund Inc., Apollo Debt Solutions BDC, Apollo Diversified Credit Fund, Apollo Investment Management, L.P., Apollo Credit Management, LLC, Apollo Capital Credit Adviser, LLC, AA Direct, L.P., A-A European Senior Debt Fund, L.P., AA Infrastructure Fund 1 Ltd., ACE Credit Fund, L.P., AESI II, L.P., AGRE Debt Fund I, L.P., AGRE U.S. Real Estate Fund, L.P., ALM V, Ltd., ALM VI, Ltd., ALM VII (R), Ltd., ALM VII (R)-2, Ltd., ALM VII, Ltd., ALM VIII, Ltd., ALM XII, Ltd., ALM XIX, Ltd., ALM XVI, Ltd., ALM XVII, Ltd., ALM XVIII, Ltd., ALME Loan Funding IV B.V., Amissima Diversified Income ICAV, AMN Loan Fund, L.P., AP Kent Credit Master Fund, L.P., Apollo Accord Master Fund II, L.P., Apollo Accord Master Fund III, L.P., Apollo Accord Fund III B, L.P., Apollo Accord Fund IV, L.P., Apollo A-N Credit Fund, L.P., Apollo Asia Real Estate Fund II, L.P., Apollo Atlas Master Fund, LLC, Apollo Chiron Credit Fund, L.P., Apollo Commercial Real Estate Finance, Inc., Apollo Credit Master Fund Ltd., Apollo Credit Opportunity Fund III LP, Apollo Credit Strategies Master Fund Ltd., Apollo European Principal Finance Fund III (Dollar A), L.P., Apollo Hybrid Value Fund, L.P., Apollo Hybrid Value Fund II, L.P., Apollo Humber Partners, L.P., Apollo Humber Management, L.P., Apollo Impact Mission Fund, L.P., Apollo Infrastructure Opportunities Fund II, L.P., Apollo Investment Fund IX, L.P., Apollo Investment Fund VII, L.P., Apollo Investment Fund VIII, L.P., Apollo Kings Alley Credit Fund, L.P., Apollo Lincoln Fixed Income Fund, L.P., Apollo Lincoln Private Credit Fund, L.P., Apollo Moultrie Credit Fund, L.P., Apollo Natural Resources Partners II, L.P., Apollo Natural Resources Partners III, L.P., Apollo Navigator Aviation Fund I, L.P., Apollo Revolver Fund, L.P., Apollo Structured Credit Recovery Master Fund IV LP, Apollo Strategic Origination Partners, L.P., Apollo Tactical Value SPN Investments, L.P., Apollo Total Return Master Fund Enhanced LP, Apollo Total Return Master Fund L.P., Apollo Tower Credit Fund, L.P., Apollo U.S. Real Estate Fund II L.P., Apollo U.S. Real Estate Fund III, L.P., Apollo Zeus Strategic Investments, L.P., Apollo/Cavenham European Managed Account II, L.P., Athene Holding Ltd., Athora Lux Invest S.C.Sp., Financial Credit Investment II, L.P., Financial Credit Investment III, L.P., Financial Credit Investment IV, L.P., MidCap FinCo Holdings Ltd, NNN Investor 1, L.P., Athora Lux Invest NL S.C.Sp., ACE Credit Management, LLC, ACF Europe Management, LLC, ACREFI Management, LLC, Aegon Ireland plc, AGRE—CRE Debt Manager, LLC, AGRE NA Management, LLC, AP Kent Management, LLC, Apollo Accord Management II, LLC, Apollo Accord Management III, LLC, Apollo Accord Management III B, L.P., Apollo Accord Management IV, L.P., Apollo A-N Credit Management, LLC, Apollo Asia Management II, L.P., Apollo Asset Management Europe LLP, Apollo Atlas Management, LLC, Apollo Capital Management, L.P., Apollo Centre Street Management, LLC, Apollo Centre Street Partnership L.P., Apollo Chiron Management, LLC, Apollo Credit Management (CLO), LLC, Apollo Credit Opportunity Management III, LLC, Apollo EPF Management III, LLC, Apollo Europe Management III, LLC, Apollo European Senior Debt Management, LLC, Apollo European Strategic Management, L.P., Apollo Global Real Estate

 

44


Management, L.P., Apollo Hercules Management, LLC, Apollo Hercules Partners, L.P., Apollo Hybrid Value Management, L.P., Apollo Hybrid Value Management II, L.P., Apollo Impact Mission Management, L.P., Apollo India Credit Opportunity Management, LLC, Apollo Infrastructure Opportunities Management II, L.P., Apollo Investment Management Europe LLP, Apollo Kings Alley Credit Fund Management, LLC, Apollo Lincoln Fixed Income Management, LLC, Apollo Lincoln Private Credit Management, LLC, Apollo Management International LLP, Apollo Management IX, L.P., Apollo Management VII, L.P., Apollo Management VIII, L.P., Apollo Moultrie Credit Fund Management LLC, Apollo NA Management II, LLC, Apollo NA Management III, LLC, Apollo Navigator Management I, LLC, Apollo Oasis Management, LLC, Apollo Origination Management, L.P., Apollo PPF Credit Strategies Management, LLC, Apollo Oasis Partners, L.P., Apollo Origination Partnership, L.P., Apollo Palmetto Strategic Partnership, L.P., Apollo Revolver Capital Management, LLC, Apollo ST Fund Management LLC (DE), Apollo Strategic Origination Management, L.P., Apollo Structured Credit Recovery Management IV LLC, Apollo Tactical Value SPN Management, LLC, Apollo Thunder Management, LLC, Apollo Thunder Partners, L.P., Apollo Total Return Enhanced Management, LLC, Apollo Tower Credit Management, LLC, Apollo Union Street Management, LLC, Apollo Union Street Partners, L.P., Apollo Zeus Strategic Management, LLC, Apollo/Cavenham EMA Management II, LLC, Financial Credit Investment II Manager, LLC, Financial Credit Investment III Manager, LLC, Financial Credit Investment IV Manager, LLC, Apollo Investment Management Europe (Luxembourg) S.a r.l., Apollo Total Return Management LLC, Apollo Commodities Management, L.P., Apollo Insurance Solutions Group LP, Apollo MidCap US Direct Lending 2019, L.P., NNN Investor 2 (Auto), L.P., NNN Opportunities Fund, L.P., Apollo PPF Opportunistic Credit Partners (Lux), SCSp, Apollo PPF Credit Strategies, LLC, Apollo PPF Credit Management, LLC, Apollo Co-Investment Capital Management, LLC, Alteri Investments II, SCSp, Merx Aviation Finance, LLC., Apollo Accord+ Fund (Lux), SCSp, Apollo Accord+ Offshore Fund, L.P., Apollo Accord+ Fund, L.P., Apollo Revolver Fund II (Offshore), L.P., Apollo Revolver Fund II, L.P., Apollo Revolver Fund II (ATH), L.P., Apollo Accord+ Management, L.P., Apollo Revolver Management II (ATH), L.P., Apollo Revolver Management II, L.P., Apollo Accord Fund V, L.P., Apollo Investment Fund X, L.P., Apollo Total Return Fund—Investment Grade, L.P., Apollo Accord Management V, L.P., Apollo Management X, L.P., Apollo Total Return Fund—Investment Grade Management, L.P., ACMP Holdings, LLC; that he or she is authorized to execute this statement of each entity; and that all action by officers, directors, and other bodies necessary to authorize the undersigned to execute and file such instrument has been taken. The undersigned further states that he or she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.

 

45


As to all of the entities listed above other than those listed for the signatures below

 

MIDCAP FINANCIAL INVESTMENT CORPORATION

By  

/s/ Kristin Hester

Name:   Kristin Hester
Title:   Chief Legal Officer

 

46


APOLLO SENIOR FLOATING RATE FUND INC.
By:  

/s/ Kristin Hester

  Name: Kristin Hester
  Title: Chief Legal Officer
APOLLO TACTICAL INCOME FUND INC.
By:  

/s/ Kristin Hester

  Name: Kristin Hester
  Title: Chief Legal Officer
APOLLO DEBT SOLUTIONS BDC
By:  

/s/ Kristin Hester

  Name: Kristin Hester
  Title: Vice President
APOLLO INVESTMENT MANAGEMENT, L.P.

By:

  ACC Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CREDIT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
A-A EUROPEAN SENIOR DEBT FUND, L.P.

By:

  Apollo European Senior Debt Advisors, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

47


AA INFRASTRUCTURE FUND 1 LTD.

By:

  Apollo Insurance Solutions Group LP, its investment manager

By:

  Apollo Credit Management, LLC, its sub-advisor
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

AESI II, L.P.

By:   AES Advisors II, L.P., its general partner
By:   AES Advisors II GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AGRE DEBT FUND I, L.P.

By: AGRE Debt Fund I GP, Ltd., its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AGRE U.S. REAL ESTATE FUND, L.P.
By:   AGRE NA Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALM V, LTD.
By:   Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALM VI, LTD.
By:   Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

48


ALM VII (R), LTD.

By:

  Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

ALM VII (R)-2, LTD.

By:   Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALM VII, LTD.

By:

  Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALM VIII, LTD.
By:   Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALM XII, LTD.
By:   Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALM XIX, LTD.
By:   Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

49


ALM XVI, LTD.

By:

  Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

ALM XVII, LTD.

By:   Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALM XVIII, LTD.

By:

  Apollo Credit Management (CLO), LLC, its collateral manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALME LOAN FUNDING IV B.V.
By:   Apollo Management International LLP, its collateral manager
By:   AMI (Holdings), LLC, its sole member
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO A-N CREDIT FUND, L.P.
By:   Apollo A-N Credit Management LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

50


APOLLO CREDIT MASTER FUND LTD.

By:

  Apollo ST Fund Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

APOLLO CREDIT OPPORTUNITY FUND III LP

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CREDIT STRATEGIES MASTER FUND LTD.

By:

  Apollo ST Fund Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO LINCOLN FIXED INCOME FUND, L.P.
By:   Apollo Lincoln Fixed Income Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO LINCOLN PRIVATE CREDIT FUND, L.P.
By:   Apollo Lincoln Private Credit Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO MOULTRIE CREDIT FUND, L.P.
By:   Apollo Moultrie Credit Fund Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

51


APOLLO TACTICAL VALUE SPN INVESTMENTS, L.P.

By:

  Apollo Tactical Value SPN Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO TOTAL RETURN MASTER FUND ENHANCED LP
By:   Apollo Total Return Enhanced Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO TOTAL RETURN MASTER FUND L.P.

By:

  Apollo Total Return Management LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO U.S. REAL ESTATE FUND II L.P.
By:   Apollo NA Management II, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ZEUS STRATEGIC INVESTMENTS, L.P.
By:   Apollo Zeus Strategic Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
FINANCIAL CREDIT INVESTMENT II, L.P.
By:   Financial Credit Investment II Manager, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

52


FINANCIAL CREDIT INVESTMENT III, L.P.

By:

  Financial Credit Investment III Manager, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ACE CREDIT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ACF EUROPE MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ACREFI MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AGRE - CRE DEBT MANAGER, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AGRE NA MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

53


AP KENT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD MANAGEMENT II, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD MANAGEMENT III, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO A-N CREDIT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ATLAS MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CAPITAL MANAGEMENT, L.P.
By:   Apollo Capital Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CENTRE STREET MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

54


APOLLO CENTRE STREET PARTNERSHIP L.P.

By:   Apollo Centre Street Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

APOLLO CHIRON MANAGEMENT, LLC

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CREDIT MANAGEMENT (CLO), LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CREDIT OPPORTUNITY MANAGEMENT III, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO EPF MANAGEMENT III, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO EUROPE MANAGEMENT III, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO EUROPEAN SENIOR DEBT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

55


APOLLO EUROPEAN STRATEGIC MANAGEMENT, L.P.
By:   Apollo European Strategic Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO GLOBAL REAL ESTATE MANAGEMENT, L.P.
By:   Apollo Global Real Estate Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO HERCULES MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO HERCULES PARTNERS, L.P.
By:   Apollo Hercules Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO INDIA CREDIT OPPORTUNITY MANAGEMENT, LLC
By:   Apollo Capital Management, L.P., its sole member
By:   Apollo Capital Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO INVESTMENT MANAGEMENT EUROPE LLP
By:   AMI (Holdings), LLC, its member
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

56


APOLLO KINGS ALLEY CREDIT FUND MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO LINCOLN FIXED INCOME MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO LINCOLN PRIVATE CREDIT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO MANAGEMENT INTERNATIONAL LLP
By:   AMI (Holdings), LLC, its member
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO MOULTRIE CREDIT FUND MANAGEMENT LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO NA MANAGEMENT II, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO NA MANAGEMENT III, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

57


APOLLO OASIS MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO PALMETTO STRATEGIC PARTNERSHIP, L.P.
By:   Apollo Capital Management, L.P., its investment manager
By:   Apollo Capital Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
APOLLO REVOLVER CAPITAL MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ST FUND MANAGEMENT LLC (DE)
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO STRUCTURED CREDIT RECOVERY MANAGEMENT IV LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO TACTICAL VALUE SPN MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO THUNDER MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

58


APOLLO THUNDER PARTNERS, L.P.
By:   Apollo Thunder Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO TOTAL RETURN ENHANCED MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO TOWER CREDIT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO UNION STREET MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO UNION STREET PARTNERS, L.P.
By:   Apollo Union Street Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ZEUS STRATEGIC MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO/CAVENHAM EMA MANAGEMENT II, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

59


FINANCIAL CREDIT INVESTMENT II MANAGER, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
FINANCIAL CREDIT INVESTMENT III MANAGER, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
FINANCIAL CREDIT INVESTMENT IV MANAGER, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO INVESTMENT MANAGEMENT EUROPE (LUXEMBOURG) S.A R.L.
By:   AMI (Holdings), LLC, its member
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO TOTAL RETURN MANAGEMENT LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO COMMODITIES MANAGEMENT, L.P.
By:   Apollo Commodities Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO PPF CREDIT MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CO-INVESTMENT CAPITAL MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

60


    
MERX AVIATION FINANCE, LLC

By: MidCap Financial Investment Corporation, its sole member

By:  

/s/ Kristin Hester

Name:   Kristin Hester
Title:   Chief Legal Officer
APOLLO DIVERSIFIED CREDIT FUND
By:  

/s/ Kristin Hester

Name:   Kristin Hester
Title:   Chief Legal Officer
APOLLO CAPITAL CREDIT ADVISER, LLC
By:  

/s/ Kristin Hester

Name:   Kristin Hester
Title:   Vice President
MIDCAP FINCO HOLDINGS LTD
By:  

/s/ Joseph D. Glatt

Name:   Joseph D. Glatt
Title:   Director
ACE CREDIT FUND, L.P.
By:   ACE Credit Management, LLC, its investment manager
By:  

/s/ William Kuesel

Name:   William Kuesel
Title:   Vice President

 

61


APOLLO TOWER CREDIT FUND, L.P.

By:

 

Apollo Tower Credit Management, LLC,

 

its investment manager

By:  

/s/ William Kuesel

Name:   William Kuesel
Title:   Vice President
APOLLO OASIS PARTNERS, L.P.
By:   Apollo Oasis Management, LLC, its investment manager
By:  

/s/ William Kuesel

Name:   William Kuesel
Title:   Vice President
APOLLO STRUCTURED CREDIT RECOVERY MASTER FUND IV LP
By:   Apollo Structured Credit Recovery Management IV LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

62


APOLLO KINGS ALLEY CREDIT FUND, L.P.
By:   Apollo Kings Alley Credit Fund Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO CHIRON CREDIT FUND, L.P.
By:   Apollo Chiron Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO/CAVENHAM EUROPEAN MANAGED ACCOUNT II, L.P.
By:   Apollo/Cavenham EMA Management II, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

63


APOLLO ATLAS MASTER FUND, LLC
By:   Apollo Atlas Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO EUROPEAN PRINCIPAL FINANCE FUND III (DOLLAR A), L.P.
By:   Apollo EPF Management III, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
FINANCIAL CREDIT INVESTMENT IV, L.P.
By:   Financial Credit Investment IV Manager, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AP KENT CREDIT MASTER FUND, L.P.
By:   AP Kent Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

64


APOLLO NATURAL RESOURCES PARTNERS II, L.P.
By:   Apollo ANRP Advisors II, L.P., its general partner
By:   Apollo ANRP Capital Management II, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO NATURAL RESOURCES PARTNERS III, L.P.
By:   Apollo ANRP Advisors III, L.P., its general partner
By:   Apollo ANRP Capital Management III, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

65


NNN INVESTOR 1, L.P.
By:   Apollo Global Real Estate Management, L.P., its investment manager
By:   Apollo Global Real Estate Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
NNN INVESTOR 2 (AUTO), L.P.
By:  

Apollo Global Real Estate Management, L.P.,

its manager

By:   Apollo Global Real Estate Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
NNN OPPORTUNITIES FUND, L.P.
By:  

Apollo Global Real Estate Management, L.P.,

its investment manager

By:   Apollo Global Real Estate Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

66


APOLLO GLOBAL REAL ESTATE

MANAGEMENT, L.P.

By:   Apollo Global Real Estate Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO PPF OPPORTUNISTIC CREDIT PARTNERS (LUX), SCSP
By:  

Apollo PPF Credit Management, LLC,

its investment manager

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ALTERI INVESTMENTS II, SCSP
By:   Apollo Co-Investment Capital Management, LLC, its alternative investment fund manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO U.S. REAL ESTATE FUND III, L.P.
By:   Apollo U.S. Real Estate Advisors III, L.P., its general partner
By:   Apollo U.S. Real Estate Advisors GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AA DIRECT, L.P.
By:   AA Direct GP, LLC, its general partner
By:  

Apollo Hybrid Value Advisors, L.P.,

its sole member

By:  

Apollo Hybrid Value Capital Management, LLC,

its general partner

 

67


By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

APOLLO HYBRID VALUE MANAGEMENT, L.P.

By:   Apollo Hybrid Value Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO HYBRID VALUE FUND, L.P.
By:  

Apollo Hybrid Value Advisors, L.P.,

its general partner

By:   Apollo Hybrid Value Capital Management, LLC., its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO HYBRID VALUE FUND II, L.P.
By:   Apollo Hybrid Value Management II, L.P., its investment manager
By:   Apollo Hybrid Value Management GP II, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

68


APOLLO HYBRID VALUE MANAGEMENT II, L.P.
By:   Apollo Hybrid Value Management GP II, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO HUMBER PARTNERS, L.P.
By:  

Apollo Humber Advisors, L.P.,

its general partner

By:  

Apollo Humber Advisors GP, LLC,

its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO HUMBER MANAGEMENT, L.P.
By:   Apollo Humber Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO IMPACT MISSION FUND, L.P.
By:   Apollo Impact Mission Advisors, L.P., its general partner
By:   Apollo Impact Mission Capital Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO IMPACT MISSION MANAGEMENT, L.P.
By:   Apollo Impact Mission Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

69


APOLLO INFRASTRUCTURE OPPORTUNITIES FUND II, L.P.
By:   Apollo Infrastructure Opportunities Management II, L.P., its investment manager
By:   Apollo Infrastructure Opportunities Management II GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO INFRASTRUCTURE OPPORTUNITIES MANAGEMENT II, L.P.
By:   Apollo Infrastructure Opportunities Management II GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ORIGINATION PARTNERSHIP, L.P.
By:  

Apollo Origination Advisors, L.P.,

its general partner

By:  

AOP Advisors GP, LLC,

its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO REVOLVER FUND, L.P.
By:  

Apollo Revolver Advisors, L.P.,

its general partner

By:   Apollo Revolver Capital Management, LLC, its general partner

 

70


By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ORIGINATION MANAGEMENT, L.P.
By:  

AOP Capital Management, LLC,

its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO PPF CREDIT STRATEGIES, LLC
By:  

Apollo PPF Credit Strategies (Lux), SCSp,

its sole member,

By:   Apollo PPF Credit Strategies Management, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO PPF CREDIT STRATEGIES MANAGEMENT, LLC
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO STRATEGIC ORIGINATION PARTNERS, L.P.
By:   Apollo Strategic Origination Management, L.P., its investment manager
By:   ASOP Capital Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

71


APOLLO STRATEGIC ORIGINATION MANAGEMENT, L.P.
By:   ASOP Capital Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO NAVIGATOR AVIATION FUND I, L.P.
By:   Apollo Navigator Management I, LLC, its investment manager
By:   Apollo Capital Management, L.P., its sole member
By:   Apollo Capital Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO NAVIGATOR MANAGEMENT I, LLC
By:   Apollo Capital Management, L.P., its sole member
By:   Apollo Capital Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AMISSIMA DIVERSIFIED INCOME ICAV
By:   Apollo Management International LLP, its portfolio manager
By:   AMI (Holdings), LLC, its member
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

72


ATHORA LUX INVEST S.C.SP.
By:   Apollo Management International LLP, its portfolio manager
By:   AMI (Holdings), LLC, its member
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
ATHORA LUX INVEST NL S.C.Sp.
By:   Apollo Management International LLP, its portfolio manager
By:   AMI (Holdings), LLC, its member
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO MANAGEMENT INTERNATIONAL LLP
By:   AMI (Holdings), LLC, its member
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

73


APOLLO MIDCAP US DIRECT LENDING 2019, L.P.
By:   Apollo Capital Management, L.P., its investment manager
By:   Apollo Capital Management G.P., LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
AMN LOAN FUND, L.P.
By:   Apollo Capital Management L.P., its investment manager
By:   Apollo Capital Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD MASTER FUND II, L.P.
By:  

Apollo Accord Management II, LLC,

its investment manager

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD MASTER FUND III, L.P.
By:   Apollo Accord Management III, LLC, its investment manager
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD FUND III B, L.P.
By:   Apollo Accord Management III B, L.P., its investment manager
By:   Apollo Accord Management III B GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

74


APOLLO ACCORD MANAGEMENT III B, L.P.
By:   Apollo Accord Management III B GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD FUND IV, L.P.
By:   Apollo Accord Management IV, L.P., its investment manager
By:   Apollo Accord Management IV GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD MANAGEMENT IV, L.P.
By:   Apollo Accord Management IV GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

APOLLO ASIA REAL ESTATE FUND II, L.P.
By:   Apollo Asia Management II, L.P., its investment manager
By:   Apollo Asia Management II Advisors, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

75


APOLLO ASIA MANAGEMENT II, L.P.
By:   Apollo Asia Management II Advisors, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO MANAGEMENT VII, L.P.
By:   AIF VII Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO MANAGEMENT VIII, L.P.
By:   AIF VIII Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO INVESTMENT FUND VII, L.P.
By:   Apollo Advisers VII, L.P., its general partner
By:   Apollo Capital Management VII, LLC, its general partner
By:  

/s/ James Elworth

  Name: James Elworth
  Title: Authorized Person
APOLLO INVESTMENT FUND VIII, L.P.
By:   Apollo Advisers VIII, L.P., its general partner
By:   Apollo Capital Management VIII, LLC, its general partner
By:  

/s/ James Elworth

  Name: James Elworth
  Title: Authorized Person

 

76


APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.
By:  

/s/ Stuart A. Rothstein

  Name: Stuart A. Rothstein
  Title: Chief Executive Officer
APOLLO INSURANCE SOLUTIONS GROUP LP
By:   AISG GP Ltd., its general partner
By:  

/s/ James R. Belardi

  Name: James R. Belardi
  Title: Chief Executive Officer
ATHENE HOLDING LTD.
By:  

/s/ Natasha Scotland-Courcy

  Name: Natasha Scotland-Courcy
  Title: Senior Vice President, Legal and Secretary
APOLLO INVESTMENT FUND IX, L.P.
By:   Apollo Management IX, L.P., its investment manager
By:   AIF IX Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO MANAGEMENT IX, L.P.
By:   AIF IX Management, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

77


AEGON IRELAND PLC
By:   Apollo Asset Management Europe LLP, its investment manager
By:  

/s/ Shaun Collins

  Name: Shaun Collins
  Title: Director
APOLLO ASSET MANAGEMENT EUROPE LLP
By:  

/s/ Shaun Collins

  Name: Shaun Collins
  Title: Director
APOLLO ACCORD+ FUND (LUX), SCSP
By:   Apollo Accord+ Fund (Lux) GP, S.a r.l., its general partner
By:   Apollo Accord+ Advisors, L.P., its shareholder
By:   Apollo Accord+ Advisors GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD+ OFFSHORE FUND, L.P.
By:   Apollo Accord+ Advisors, L.P., its general partner
By:   Apollo Accord+ Advisors GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO ACCORD+ FUND, L.P.
By:   Apollo Accord+ Advisors, L.P., its general partner
By:   Apollo Accord+ Advisors GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

78


APOLLO REVOLVER FUND II (OFFSHORE), L.P.
By:   Apollo Revolver Advisors II, L.P., its general partner
By:   Apollo Revolver Capital Management II, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO REVOLVER FUND II, L.P.
By:   Apollo Revolver Advisors II, L.P., its general partner
By:   Apollo Revolver Capital Management II, LLC, its general partner
By:   APH Holdings (FC), L.P., its managing member
By:   Apollo Principal Holdings VII GP, Ltd., its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President
APOLLO REVOLVER FUND II (ATH), L.P.
By:   Apollo Revolver Advisors II (ATH), L.P., its general partner
By:   Apollo Revolver Capital Management II, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

79


APOLLO ACCORD+ MANAGEMENT, L.P.
By:   Apollo Accord+ Management GP, LLC, its general partner
By:   Apollo Capital Management, L.P., its sole member
By:   Apollo Capital Management GP, LLC, its general partner
By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

APOLLO REVOLVER MANAGEMENT II (ATH), L.P.

By:

 

Apollo Revolver Management II (ATH) GP, LLC, its general partner

By:   Apollo Capital Management, L.P., its sole member
By:   Apollo Capital Management GP, LLC, its general partner

 

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

APOLLO REVOLVER MANAGEMENT II, L.P.

By:   Apollo Revolver Management GP II, LLC, its general partner

By:

 

/s/ William Kuesel

 

Name: William Kuesel

 

Title: Vice President

APOLLO ACCORD FUND V, L.P.

By:

 

Apollo Accord Advisors V, L.P.

By:

 

Apollo Accord Advisors G.P. V, LLC, its general partner

By:  

/s/ William Kuesel

 

Name: William Kuesel

 

Title: Vice President

 

80


APOLLO INVESTMENT FUND X, L.P.

By: Apollo Advisors X, L.P.

By: Apollo Capital Management X, LLC, its general partner

By:  

/s/ William Kuesel

  Name: William Kuesel
  Title: Vice President

 

APOLLO TOTAL RETURN FUND – INVESTMENT GRADE, L.P.
By: Apollo Total Return Fund – Investment Grade G.P., LLC, its general partner
By:  

/s/ William Kuesel

 

Name: William Kuesel

Title: Vice President

 

APOLLO ACCORD MANAGEMENT V, L.P.
By: Apollo Accord Management V GP, LLC, its general partner
By:  

/s/ William Kuesel

 

Name: William Kuesel

Title: Vice President

 

81


APOLLO MANAGEMENT X, L.P.
By: AIF X Management, LLC, its general partner
By:  

/s/ William Kuesel

 

Name: William Kuesel

Title: Vice President

 

APOLLO TOTAL RETURN FUND – INVESTMENT GRADE MANAGEMENT, L.P.
By: Apollo Total Return Fund – Investment Grade Management GP, LLC
By:  

/s/ William Kuesel

 

Name: William Kuesel

Title: Vice President

 

ACMP HOLDINGS, LLC

By: Apollo Capital Markets Management, L.P., its manager

By: ACP Capital Management, LLC, its general partner

By:  

/s/ William Kuesel

 

Name: William Kuesel

Title: Vice President

 

82


APPENDIX A

Existing Advisers to Affiliated Funds

 

  1.

ACE Credit Management, LLC

  2.

AA Direct, L.P.

  3.

ACF Europe Management, LLC

  4.

ACREFI Management, LLC

  5.

AGRE—CRE Debt Manager, LLC

  6.

AGRE NA Management, LLC

  7.

AP Kent Management, LLC

  8.

Apollo Accord Management II, LLC

  9.

Apollo Accord Management III, LLC

  10.

Apollo Accord Management III B, L.P.

  11.

Apollo Accord Management IV, L.P.

  12.

Apollo Accord Management V, L.P.

  13.

Apollo A-N Credit Management, LLC

  14.

Apollo Asia Management II, L.P.

  15.

Apollo Asset Management Europe LLP

  16.

Apollo Atlas Management, LLC

  17.

Apollo Capital Credit Adviser, LLC

  18.

Apollo Capital Management, L.P.

  19.

Apollo Centre Street Management, LLC

  20.

Apollo Chiron Management, LLC

  21.

Apollo Co-Investment Capital Management, LLC

  22.

Apollo Commodities Management, L.P.

  23.

Apollo Credit Management (CLO), LLC

  24.

Apollo Credit Management, LLC

  25.

Apollo Credit Opportunity Management III, LLC

  26.

Apollo EPF Management III, LLC

  27.

Apollo Europe Management III, LLC

  28.

Apollo European Senior Debt Management, LLC

  29.

Apollo European Strategic Management, L.P.

  30.

Apollo Global Real Estate Management, L.P.

  31.

Apollo Hercules Management, LLC

  32.

Apollo Hercules Partners, L.P.

  33.

Apollo Humber Management, L.P.

  34.

Apollo Hybrid Value Management, L.P.

  35.

Apollo Hybrid Value Management II, L.P.

  36.

Apollo Impact Mission Management, L.P.

  37.

Apollo India Credit Opportunity Management, LLC

  38.

Apollo Infrastructure Opportunities Management II, L.P.

  39.

Apollo Insurance Solutions Group LP

  40.

Apollo Investment Management Europe (Luxembourg) S.a r.l.

 

83


  41.

Apollo Investment Management Europe LLP

  42.

Apollo Investment Management L.P.

  43.

Apollo Kings Alley Credit Fund Management, LLC

  44.

Apollo Lincoln Fixed Income Management, LLC

  45.

Apollo Lincoln Private Credit Management, LLC

  46.

Apollo Management International LLP

  47.

Apollo Management IX, L.P.

  48.

Apollo Management VII, L.P.

  49.

Apollo Management VIII, L.P.

  50.

Apollo Management X, L.P.

  51.

Apollo Moultrie Credit Fund Management LLC

  52.

Apollo NA Management II, LLC

  53.

Apollo NA Management III, LLC

  54.

Apollo Navigator Management I, LLC

  55.

Apollo Oasis Management, LLC

  56.

Apollo Origination Management, L.P.

  57.

Apollo PPF Credit Strategies Management, LLC

  58.

Apollo PPF Credit Management, LLC

  59.

Apollo Revolver Capital Management, LLC

  60.

Apollo ST Fund Management LLC (DE)

  61.

Apollo Strategic Origination Management, L.P.

  62.

Apollo Structured Credit Recovery Management IV LLC

  63.

Apollo Tactical Value SPN Management, LLC

  64.

Apollo Thunder Management, LLC

  65.

Apollo Thunder Partners, L.P.

  66.

Apollo Total Return Enhanced Management, LLC

  67.

Apollo Total Return Fund—Investment Grade Management, L.P.

  68.

Apollo Total Return Management LLC

  69.

Apollo Tower Credit Management, LLC

  70.

Apollo Union Street Management, LLC

  71.

Apollo Zeus Strategic Management, LLC

  72.

Apollo/Cavenham EMA Management II, LLC

  73.

Financial Credit Investment II Manager, LLC

  74.

Financial Credit Investment III Manager, LLC

  75.

Financial Credit Investment IV Manager, LLC

  76.

Apollo Accord+ Management, L.P.

  77.

Apollo Revolver Management II (ATH), L.P.

  78.

Apollo Revolver Management II, L.P.

  79.

ACMP Holdings, LLC

Existing Affiliated Funds

 

  1.

A-A European Senior Debt Fund, L.P.

  2.

AA Infrastructure Fund 1 Ltd.

  3.

ACE Credit Fund, L.P.

  4.

Aegon Ireland plc

 

84


  5.

AESI II, L.P.

  6.

AGRE Debt Fund I, L.P.

  7.

AGRE U.S. Real Estate Fund, L.P.

  8.

ALM V, Ltd.

  9.

ALM VI, Ltd.

  10.

ALM VII (R), Ltd.

  11.

ALM VII (R)-2, LTD.

  12.

ALM VII, Ltd.

  13.

ALM VIII, Ltd.

  14.

ALM XII, Ltd.

  15.

ALM XIX, Ltd.

  16.

ALM XVI, Ltd.

  17.

ALM XVII, Ltd.

  18.

ALM XVIII, Ltd.

  19.

ALME Loan Funding IV B.V.

  20.

Alteri Investments II, SCSp

  21.

Amissima Diversified Income ICAV

  22.

AMN Loan Fund, L.P.

  23.

AP Kent Credit Master Fund, L.P.

  24.

Apollo Accord Master Fund II, L.P.

  25.

Apollo Accord Master Fund III, L.P.

  26.

Apollo Accord Fund III B, L.P.

  27.

Apollo Accord Fund IV, L.P.

  28.

Apollo Accord Fund V, L.P.

  29.

Apollo A-N Credit Fund, L.P.

  30.

Apollo Asia Real Estate Fund II, L.P.

  31.

Apollo Atlas Master Fund, LLC

  32.

Apollo Centre Street Partnership L.P.

  33.

Apollo Chiron Credit Fund, L.P.

  34.

Apollo Commercial Real Estate Finance, Inc.

  35.

Apollo Credit Master Fund Ltd.

  36.

Apollo Credit Opportunity Fund III LP

  37.

Apollo Credit Strategies Master Fund Ltd.

  38.

Apollo European Principal Finance Fund III (Dollar A), L.P.

 

85


  39.

Apollo Hybrid Value Fund, L.P.

  40.

Apollo Hybrid Value Fund II, L.P.

  41.

Apollo Humber Partners, L.P.

  42.

Apollo Impact Mission Fund, L.P.

  43.

Apollo Infrastructure Opportunities Fund II, L.P.

  44.

Apollo Investment Fund IX, L.P.

  45.

Apollo Investment Fund VII, L.P.

  46.

Apollo Investment Fund VIII, L.P.

  47.

Apollo Investment Fund X, L.P.

  48.

Apollo Kings Alley Credit Fund, L.P.

  49.

Apollo Lincoln Fixed Income Fund, L.P.

  50.

Apollo Lincoln Private Credit Fund, L.P.

  51.

Apollo MidCap US Direct Lending 2019, L.P.

  52.

Apollo Moultrie Credit Fund, L.P.

  53.

Apollo Natural Resources Partners II, L.P.

  54.

Apollo Natural Resources Partners III, L.P.

  55.

Apollo Navigator Aviation Fund I, L.P.

  56.

Apollo Oasis Partners, L.P.

  57.

Apollo Origination Partnership, L.P.

  58.

Apollo Palmetto Strategic Partnership, L.P.

  59.

Apollo PPF Opportunistic Credit Partners (Lux), SCSp

  60.

Apollo PPF Credit Strategies, LLC

  61.

Apollo Revolver Fund, L.P.

  62.

Apollo Strategic Origination Partners, L.P.

  63.

Apollo Structured Credit Recovery Master Fund IV LP

  64.

Apollo Tactical Value SPN Investments, L.P.

  65.

Apollo Total Return Fund—Investment Grade, L.P.

  66.

Apollo Total Return Master Fund Enhanced LP

  67.

Apollo Total Return Master Fund L.P.

  68.

Apollo Tower Credit Fund, L.P.

  69.

Apollo U.S. Real Estate Fund II L.P.

  70.

Apollo U.S. Real Estate Fund III, L.P.

  71.

Apollo Union Street Partners, L.P.

  72.

Apollo Zeus Strategic Investments, L.P.

  73.

Apollo/Cavenham European Managed Account II, L.P.

  74.

Athene Holding Ltd.

  75.

Athora Lux Invest S.C.Sp.

  76.

Financial Credit Investment II, L.P.

  77.

Financial Credit Investment III, L.P.

  78.

Financial Credit Investment IV, L.P.

  79.

Merx Aviation Finance, LLC

  80.

MidCap FinCo Holdings Ltd

 

86


  81.

NNN Investor 1, L.P.

  82.

NNN Investor 2 (Auto), L.P.

  83.

NNN Opportunities Fund, L.P.

  84.

Athora Lux Invest NL S.C.Sp.

  85.

Apollo Accord+ Fund (Lux)

  86.

SCSp, Apollo Accord+ Offshore Fund, L.P.

  87.

Apollo Accord+ Fund, L.P.

  88.

Apollo Revolver Fund II (Offshore), L.P.

  89.

Apollo Revolver Fund II, L.P.

  90.

Apollo Revolver Fund II (ATH), L.P.

 

87


APPENDIX B

Resolutions of the Board of Directors of MidCap Financial Investment Corporation (the “Fund”)

WHEREAS: The Board deems it advisable and in the best interest of the Fund to file with the Securities and Exchange Commission (the “Commission”) an application to amend the Fund’s current Order of Exemption pursuant to Sections 17(d) and 57(i) of the Investment Company Act, as amended (the “1940 Act”), and Rule 17d-1 promulgated thereunder (the “Application”), to permanently authorize the participation in follow-on investments with one or more affiliates, in accordance with the requirements provided by the Commission in Investment Company Act of 1940 Release No. 33837 (dated April 8, 2020); now therefore be it

RESOLVED: That the officers of the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name to prepare, execute, and cause to be filed with the Commission the Application, and any further amendments thereto; and further

RESOLVED: That the officers of the Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution.

Adopted July 6, 2022

 

88


APPENDIX C

Resolutions of the Boards of Directors of Apollo Senior Floating Rate Fund, Inc. and Apollo Tactical Income Fund, Inc. (each a “Fund”)

WHEREAS: The Boards deem it advisable and in the best interest of each Fund to file with the Securities and Exchange Commission (the “Commission”) an application to amend each Fund’s current Order of Exemption pursuant to Sections 17(d) and 57(i) of the Investment Company Act, as amended (the “1940 Act”), and Rule 17d-1 promulgated thereunder (the “Application”), to permanently authorize the participation in follow-on investments with one or more affiliates, in accordance with the requirements provided by the Commission in Investment Company Act of 1940 Release No. 33837 (dated April 8, 2020); now therefore be it

RESOLVED: That the officers of each Fund be, and each of them hereby is, authorized and directed on behalf of each Fund and in its name to prepare, execute, and cause to be filed with the Commission the Application, and any further amendments thereto; and further

RESOLVED: That the officers of each Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution.

Adopted July 18, 2022

 

89


APPENDIX D

Resolutions of the Board of Trustees of Apollo Debt Solutions BDC (the “Fund”)

WHEREAS: The Board deems it advisable and in the best interest of the Fund to file with the Securities and Exchange Commission (the “Commission”) an application to amend the Fund’s current Order of Exemption pursuant to Sections 17(d) and 57(i) of the Investment Company Act, as amended (the “1940 Act”), and Rule 17d-1 promulgated thereunder (the “Application”), to permanently authorize the participation in follow-on investments with one or more affiliates, in accordance with the requirements provided by the Commission in Investment Company Act of 1940 Release No. 33837 (dated April 8, 2020); now therefore be it

RESOLVED: That the officers of the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name to prepare, execute, and cause to be filed with the Commission the Application, and any further amendments thereto; and further

RESOLVED: That the officers of the Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution.

Adopted June 30, 2022

 

90


APPENDIX E

Resolutions of the Board of Trustees of Apollo Diversified Credit Fund BDC (the “Fund”)

WHEREAS: The Board deems it advisable and in the best interest of the Fund to file with the Securities and Exchange Commission (the “Commission”) an application to amend the exemptive relief from the SEC that has been granted to Apollo Credit Management, LLC (the “Sub-Adviser”) and certain affiliates to permit co-investing with other funds managed by the Sub-Adviser or its affiliates (including Apollo Capital Credit Adviser, LLC (the “Adviser”) (File No. 812-15015), as may be amended from time to time (the “Co-Investment Exemptive Relief”), pursuant to Sections 17(d) and 57(i) of the Investment Company Act, as amended (the “1940 Act”), and Rule 17d-1 promulgated thereunder (the “Application”), to permanently authorize the participation in follow-on investments with one or more affiliates, in accordance with the requirements provided by the Commission in Investment Company Act of 1940 Release No. 33837 (dated April 8, 2020); now therefore be it

RESOLVED: That the officers of the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name to prepare, execute, and cause to be filed with the Commission the Application, and any further amendments thereto; and further

RESOLVED: That the officers of the Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution.

Adopted July 18, 2022

 

91

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