Common use of Assignments and Participations Clause in Contracts

Assignments and Participations. (a) The Fund shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fund. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights under this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fund.

Assignments and Participations. (a) The Fund shall not have the right Buyer may assign to assign its rights hereunder one or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign more Persons all or otherwise transfer any a portion of its rights or and obligations hereunder without under this Repurchase Agreement; provided, however, that the consent parties to each such assignment shall execute and deliver an Assignment and Acceptance substantially in the form of Exhibit J, with appropriate completions (an “Assignment and Acceptance”). (b) Upon such execution and delivery, from and after the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofeffective date specified in such Assignment and Acceptance, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of more than $1,000,000,000 at the time of such assignmentBuyer hereunder, and (ii) assumes all of the Buyer assignor thereunder shall, to the extent that any rights and obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements hereunder have been assigned by it pursuant to Section 6.01(a)such Assignment and Acceptance, subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event relinquish its rights and be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in released from its obligations under this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserRepurchase Agreement. (bc) The Capital Protection Provider Buyer may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it)Repurchase Agreement; provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided furtherhowever, that (i) the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) the TrustBuyer shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s registration statementrights and obligations under and in respect of this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Section 3.03, each participant of the Buyer shall be entitled to the additional compensation and other rights and protections afforded the Buyer under Section 3.03 to the same extent as the Buyer would have been entitled to receive them with respect to the participation sold to such participant. (cd) The Capital Protection Provider Buyer may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 13.10, disclose to the assignee or participant oror proposed assignee or participant, in as the case of any securitization or similar transaction, to any investor or rating agencymay be, any information relating to the Fund Seller or any of its Affiliates Subsidiaries or to any aspect of the Transactions that has been furnished to the Capital Protection Provider Buyer by or on behalf of the FundSeller or any of its Subsidiaries; provided that, provided that such information is any actual assignment or participation shall be subject to the an executed confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundagreement. (de) The Capital Protection Provider Buyer may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of at any time create a security interest in all or any portion of its rights under this Repurchase Agreement (including, without limitation, the Repurchase Obligations owing to secure it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning the Buyer from its obligations hereunder. (f) Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, the Buyer may assign all or any portion of its rights and obligations hereunder to any Person, provided that upon the effective date of such assignment such Person shall become a party hereto and the Buyer hereunder and shall be (A) entitled to all the rights, benefits and privileges accorded the Buyer under the Repurchase Documents, and (B) subject to all the duties and obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to Buyer under the FundRepurchase Documents.

Assignments and Participations. (a) The Fund shall not have the right to assign its rights hereunder None of Guarantor, Pledgor, Originator, Seller or any interest herein of their respective Affiliates shall sell, assign or transfer any of their respective rights or the Repurchase Obligations or delegate any of their respective duties under this Agreement or any other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor Buyer, and any attempt to do so without such consent shall be null and void. (b) Buyer may not assign or otherwise transfer at any of its rights or obligations hereunder time, without the consent of Seller, Pledgor, Originator, Guarantor or any of their respective Affiliates, sell participations to any Person other than a natural person, Seller, Pledgor, Originator, Guarantor or any of their respective Affiliates or, at all times prior to the Fund occurrence and during the continuance of a Default or an Event of Default, a Competitor (a “Participant”), in all or any portion of Buyer’s rights and/or obligations under the Repurchase Documents; provided that, as conditions to the sale of such participations, (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, and (iv) each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.10; provided, that, so long as no Event of Default has occurred and is continuing, Buyer shall retain full decision-making authority under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the Agent extent that the Repurchase Price or Price Differential of any Affiliate Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the Agent which has a long-term debt rating or deposit rating benefits of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer Article 12 (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person requirements and limitations therein, including the requirements under Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), provided that such financial statement Participant shall not be entitled to receive any greater payment under Section 12.04 or Section 12.06 than its participating Buyer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any event be prepared Requirements of Law or in accordance with U.S. GAAP the interpretation or application thereof by a Governmental Authority or compliance by Buyer or such Participant with a request or directive (whether or not having the force of law) from a central bank or other accounting principles allowed Governmental Authority having jurisdiction over Buyer or such Participant, in each case made or issued after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall also be entitled to the Commissionbenefits of Sections 10.02(i) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect 18.17 to the Fund, the Capital Protection Provider, or the Guarantorsame extent as if it had acquired its interest by assignment pursuant to Section 18.08(c). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, in connection with without the consent of Seller, Pledgor, Originator or Guarantor, but upon notice to Seller, sell and assign to any assignment or participation, disclose to the assignee or participant Eligible Assignee (or, notwithstanding any other provision herein or in the case any other Repurchase Document, if an Event of any securitization or similar transactionDefault has occurred and is continuing, to any investor Person, without any other restriction), all or rating agencyany portion of all of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, any information relating (i) such Eligible Assignee shall be a Party and, to the Fund or any extent provided therein, have the rights and obligations of its Affiliates furnished Buyer under the Repurchase Documents with respect to the Capital Protection Provider by or on behalf percentage and amount of the FundRepurchase Price allocated to it, provided that such information is subject (ii) Buyer shall, to the confidentiality provisions contained in this Agreement extent provided therein, be released from such obligations (and, in the case of any assignee an Assignment and Acceptance covering all or participant which is not an Affiliate the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Capital Protection Provider, Eligible Assignee and the prior written consent amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Adviser or the FundRepurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18.08(b). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Seller shall cooperate with Buyer in connection with any such sale and assignment of participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a security interest in manner adverse to Seller without the consent of Seller. (e) Buyer shall have the right to partially or completely syndicate any or all or any portion of its rights under this Agreement and the other Repurchase Documents to secure obligations any Eligible Assignee. (f) Buyer, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the Capital Protection Providernames and addresses of the Eligible Assignees that become Parties hereto and, subject with respect to at least 10 days advance written notice provided each such Eligible Assignee, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the Fundterms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice. (g) If Buyer sells a participation of its rights hereunder, it shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register on which it enters the name and address of each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Repurchase Documents (the “Participant Register”); provided that no Party shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Repurchase Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the participating Party shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Assignments and Participations. The Lender may sell, assign, transfer, negotiate or grant participations to other financial institutions in all or part of its right and obligations under the Loan Documents (aincluding all or a portion of its Commitment and the Loans at the time owing to the Lender), (i) The Fund in the case of a sale, assignment or transfer, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), provided, that the Borrower’s consent shall not be required (A) at any time that an Event of Default has occurred and is continuing or (B) in the case of a sale, assignment or transfer to an Affiliate of the Lender or an Approved Fund of the Lender, and (ii) in the case of a participation, without the consent of, or notice to, the Borrower, provided, further, that in each case, any assignee or transferee agrees to be bound by the terms and conditions of this Agreement; and provided even further, that, in the case of a participation, (x) the Lender’s obligations under this Agreement shall remain unchanged, (y) the Lender shall remain solely responsible to the Borrower for the performance of such obligations, and (z) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement. The Lender may, in connection with any actual or proposed assignment or participation, disclose to the actual or proposed assignee or participant, any information relating to the Loan Parties, so long as such potential participants or assignees comply with the provisions of Section 8.09 related to participants and assignees. No Loan Party shall have the right to assign its rights hereunder or under any Loan Document or any interest herein or therein without the prior written consent of the Capital Protection ProviderLender, which consent can be withheld in the sole discretion of the Lender. The Guarantor may not assign “Approved Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise transfer any investing in commercial loans and similar extensions of credit in the ordinary course of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person activities and that is administered or managed by the Capital Protection Provider Lender or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the FundLender. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights under this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fund.

Assignments and Participations. (a) The Fund shall not have the right Lenders will be permitted to assign its rights hereunder or any interest herein without loans and commitments under the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without CPLV Mezz Facility with the consent of the Fund except Borrower (not to be unreasonably withheld or delayed, but which consent under the Agent or any Affiliate of CPLV Mezz Facility shall be deemed granted if the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except Borrower fails to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant respond to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations request for consent by a Lender within ten business days of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it request being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to itmade); provided, that such consent of the Capital Protection Provider agrees that any such disposition Borrower shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. be required (ci) The Capital Protection Provider may, in connection with any if such assignment or participation, disclose to the assignee or participant oris made, in the case of any securitization or similar transactionthe CPLV Mezz Facility, to any investor another Lender under the CPLV Mezz Facility or rating agency, any information an affiliate or approved fund of a Lender under the Term Facility or (ii) after the occurrence and during the continuance of an event of default relating to payment default or bankruptcy. All assignments will also require the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf consent of the Fund, provided that such information is Agent (subject to exceptions consistent with the confidentiality provisions contained in this Agreement andDocumentation Precedent) not to be unreasonably withheld or delayed. Each assignment, in the case of any assignee the CPLV Mezz Facility, will be in an amount of an integral multiple of $1,000,000. The Agent will receive a processing and recordation fee of $3,500, payable by the assignor and/or the assignee, with each assignment. Assignments will be by novation. The Lenders will be permitted to sell participations in loans subject to the restrictions set forth herein and consistent with the Documentation Precedent. Voting rights of participants shall (i) be limited to matters in respect of (a) increases in commitments of such participant, (b) reductions of principal, interest or participant which is not an Affiliate fees payable to such participant, (c) extensions of final maturity or scheduled amortization of the Capital Protection Providerloans or commitments in which such participant participates and (d) releases of all or substantially all of the value of the Guarantees, or all or substantially all of the Collateral and (ii) for clarification purposes, not include the right to vote on waivers of defaults or events of default. Notwithstanding the foregoing, assignments (and, to the extent such list is made available to all Lenders, participations) shall not be permitted to ineligible institutions identified to the Agent on or prior written to the Closing Date and, with the consent of the Adviser Agent, thereafter; provided that the Agent shall not be held liable or the Fund. (d) The Capital Protection Provider may pledge responsible for any monitoring or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights under this Agreement to secure obligations enforcing of the Capital Protection Providerforegoing. Assignments shall not be deemed non-pro rata payments. Non-pro rata prepayments will be permitted to the extent required to permit “extension” transactions and “replacement” facility transactions (with existing and/or new Lenders), subject to at least 10 days advance written notice provided customary restrictions consistent with the Documentation Precedent. Assignments to the FundSponsors and their respective affiliates (other than the Borrower and its subsidiaries) (each, an “Affiliated Lender”) shall be permitted subject to customary restrictions consistent with the Documentation Precedent.

Assignments and Participations. (a) The Fund Lender may assign and delegate to one or more Persons all or a portion of its rights and obligations under this Agreement; provided, that none of the costs incurred by the assigning Lender or its assignee in connection therewith shall be borne by Borrower and the parties to each such assignment shall execute and deliver an Assignment and Acceptance substantially in the form of Exhibit F, with appropriate completions (an "ASSIGNMENT AND ACCEPTANCE"), along with replacement Notes executed and delivered by Borrower; and provided, further, that Lender shall not have the right to so assign its rights hereunder or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or and obligations hereunder without the consent of the Fund except under this Agreement to the Agent or any an Affiliate of Borrower. (b) Upon such execution and delivery, from and after the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofeffective date specified in such Assignment and Acceptance, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to it pursuant to such Assignment and Acceptance, have the rights and obligations of more than $1,000,000,000 at the time of such assignmentLender hereunder, and (ii) assumes all of Lender assignor thereunder shall, to the extent that any rights and obligations of hereunder have been assigned and delegated by it, and accepted and assumed by the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements assignee pursuant to Section 6.01(a)such Assignment and Acceptance, subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event relinquish its rights and be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in released from its obligations under this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserAgreement. (bc) The Capital Protection Provider Lender may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it)Agreement; provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided furtherhowever, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure (i) Lender's obligations under this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible to the Trust’s registration statementother parties hereto for the performance of such obligations, (iii) Lender shall remain the holder of the Note for all purposes of this Agreement; and (iv) Borrower shall, to the extent otherwise required by this Agreement, continue to deal solely and directly with Lender in connection with Lender's rights and obligations under and in respect of this Agreement and the other Loan Documents. Notwithstanding the terms of Section 2.07, each participant of Lender shall be entitled to the additional compensation and other rights and protections afforded Lender under Section 2.07 to the same extent as Lender would have been entitled to receive them with respect to the participation sold to such participant. (cd) The Capital Protection Provider Lender may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 12.18, disclose to the assignee or participant oror proposed assignee or participant, in as the case of any securitization or similar transaction, to any investor or rating agencymay be, any information relating to the Fund Borrower or any of its Affiliates furnished their Subsidiaries or to any aspect of the Capital Protection Provider Loans that has been provided to Lender by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case Borrower or any of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundits Subsidiaries. (de) The Capital Protection Provider Lender may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to secure obligations it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Capital Protection Provider, subject to at least 10 days advance written notice provided to Board of Governors of the FundFederal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

Assignments and Participations. (a) The Fund Seller shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentBuyer, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt by Seller to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of or notice to Seller or Guarantor, sell participations to one any Person (other than a natural person or more banks Seller, Guarantor or other entities any Affiliate of Seller or Guarantor) (a “Participant”) in or to all or a any portion of its Buyer’s rights and/or obligations under the Repurchase Documents; provided, that (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, and (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement (includingthe Repurchase Documents. No Participant shall have any right to approve any amendment, without limitationwaiver or consent with respect to any Repurchase Document, all except to the extent that the Repurchase Price or a portion Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), but shall not be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the Fees owing participation to itsuch Participant is made with Seller’s prior written consent. To the extent permitted by Requirements of Law, each Participant shall be entitled to the benefits of Sections 10.02(j) and 18.18 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, without consent of Seller or Guarantor but upon notice to Seller, sell and assign to any Eligible Assignee all or any portion of all of the rights and obligations or duties of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in connection with any assignment or participationthe form of Exhibit K (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, disclose (i) such Eligible Assignee shall be a Party and, to the assignee or participant orextent provided therein, in have the case rights and obligations of any securitization or similar transactionBuyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to any investor or rating agencythe extent provided therein, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that be released from such information is subject to the confidentiality provisions contained in this Agreement obligations (and, in the case of any assignee an Assignment and Acceptance covering all or participant which is not an Affiliate the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Capital Protection ProviderEligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Repurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18.08(b); provided, that no assignee shall be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive had the assignment not occurred, unless the assignment is made with Seller’s prior written consent of the Adviser or the Fundconsent. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Seller shall cooperate reasonably with Buyer in connection with any such sale and assignment of participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a security interest in manner adverse to Seller without the consent of Seller. (e) Buyer shall have the right to partially or completely syndicate and or all or any portion of its rights under this the Agreement and the other Repurchase Documents to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fundany Eligible Assignee.

Assignments and Participations. (a) The Fund shall not have Any Lender may, in the right to assign its rights hereunder or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any ordinary course of its rights commercial banking or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form finance business and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fundapplicable law, the Capital Protection Provider, or the Guarantor). Prior to at any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may time sell participations to one or more banks or other entities financial institutions (“Participants”) participating interests in or to all or a portion of its rights and obligations under this Agreement or any other Loan Document (including, without limitation, including all or a portion part of its Revolving Credit Advances, its Letter of Credit Obligations, its Revolving Credit Commitment and its Revolving Credit Note). In the Fees owing to it); provided, that the Capital Protection Provider agrees that event of any such disposition shall not alter or affect in any way whatsoever the Capital Protection Providersale by a Lender of a participating interest to a Participant, such Lender’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under this Agreement to the Trust’s registration statement. (c) The Capital Protection Provider mayother parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such obligations for all purposes under this Agreement and the other Loan Documents, and Borrower and Agent shall continue to deal solely and directly with such Lender in connection with any assignment such Lender’s rights and obligations under this Agreement and the other Loan Documents. Borrower agrees that if amounts outstanding under this Agreement are due or participationunpaid, disclose or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the assignee or participant ormaximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 1.12(b) as fully as if it were a Lender hereunder. Borrower also agrees that each Participant shall be entitled to the benefits of Sections 1.17, 1.19 and 1.20 with respect to its participation in the Revolving Credit Commitments and the Revolving Credit Loan outstanding from time to time as if it was a Lender; provided that, in the case of Section 1.17, such Participant shall have complied with the requirements of said Section; and provided, further, that no Participant shall be entitled to receive any securitization greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. Notwithstanding anything to the contrary contained herein, no Lender shall grant any participation under which the Participant shall have rights to approve any amendment to or similar transactionwaiver of this Agreement or the other Loan Documents, except to the extent such amendment or waiver would (i) extend the final maturity date for payment of any of the Obligations in which such Participant is participating; (ii) reduce the interest rate or the amount of principal or Fees applicable to the Revolving Credit Advances in which such Participant is participating; or (iii) release all or substantially all of the Collateral, except as expressly provided herein. In those cases in which a Lender grants rights to its Participants to approve any amendment to or waiver of this Agreement or the other Loan Documents respecting the matters described in the foregoing clauses (i) through (iii), the relevant participation agreements shall provide for a voting mechanism whereby a majority of the amount of the participating Lender’s portion of the Obligations (irrespective of whether held by such Lender or such Participant) shall control the vote for all of such Lender’s portion of the Revolving Credit Loan. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time and from time to time assign to any Lender or any affiliate thereof or, with the consent of Agent (which shall not be unreasonably withheld), to any investor an additional bank or rating agency, any information relating to the Fund financial institution (an “Assignee”) all or any part of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit G, executed by such Assignee, such assigning Lender (and, in the case of any assignee or participant which an Assignee that is not then a Lender or an Affiliate thereof, by Agent) and delivered to Agent for its acceptance and recording in the Register, provided that (i) in the case of any such assignment to an additional bank or financial institution, any such partial assignment shall be in multiples of at least $5,000,000; (ii) the assigning Lender shall either have assigned all of its rights and obligations under this Agreement or retained at least $5,000,000 of the Capital Protection ProviderRevolving Credit Commitment; (iii) each such assignment shall be of a constant, and not a varying, percentage of the prior written assigning Lender’s rights and obligations under this Agreement and the assignment shall cover the same percentage of the assigning Lender’s Revolving Credit Advances, Revolving Credit Commitment and Letter of Credit Obligations; (iv) the Assignee shall be a financial institution (including a finance Subsidiary of a Person that is not a financial institution) or an institutional investor including any insurance company, pension fund or mutual fund which has an investment grade long term unsecured debt rating; and (v) so long as no Default has occurred and is continuing, any such assignment shall require the consent of Borrower, which shall not be unreasonably withheld or delayed. Upon such execution, delivery, acceptance and recording, from and after the Adviser effective date determined pursuant to such Assignment and Acceptance, (A) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Revolving Credit Commitment as set forth therein, and (B) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the Fundremaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto). (c) Agent, on behalf of the Borrower, shall maintain at the address of Agent referred to in Section 11.9 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amounts of the Revolving Credit Advances owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of a Revolving Credit Advance or other Obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and, in the case of an Assignee that is not then a Lender or an affiliate thereof, by Agent) together with payment to Agent of a registration and processing fee of $3,500, Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and Borrower. On or prior to such effective date, Borrower, at its own expense, shall execute and deliver to Agent (in exchange for the Revolving Credit Note of the assigning Lender) a new Revolving Credit Note to the order of such Assignee in an amount equal to the Revolving Credit Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Revolving Credit Commitment hereunder, a new Revolving Credit Note to the order of the assigning Lender in an amount equal to the Revolving Credit Commitment retained by it hereunder. Such new Revolving Credit Notes shall be dated the Closing Date and shall otherwise be in the form of the Revolving Credit Note replaced thereby. The Capital Protection Provider may pledge or otherwise transfer its rights hereunder Revolving Credit Notes surrendered to Agent shall be returned by way Agent to Borrower marked “cancelled”. (e) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Revolving Credit Advances and Revolving Credit Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender of any Revolving Credit Advance or Revolving Credit Note to any Federal Reserve Bank in accordance with applicable law. (f) Except as otherwise provided in this Section 10.2 no Lender shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a security interest in result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any portion part of its rights Revolving Credit Advances or other Obligations owed to such Lender. Any Lender permitted to sell assignments and participations under this Agreement Section 10.2 may furnish any information concerning Borrower and its Subsidiaries and Affiliates in the possession of that Lender from time to secure obligations of the Capital Protection Providertime to Assignees and Participants (including, subject to at least 10 days advance written notice Section 10.2(g), prospective Assignees and Participants). (g) Borrower shall assist any Lender permitted to sell assignments or participations under this Section 10.2 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Assignees or Participants. Borrower shall certify the correctness, completeness and accuracy of all descriptions of Borrower and its affairs provided, prepared or reviewed by Borrower that are contained in any selling materials and all other information provided by it and included in such materials. No information shall be provided to any potential Assignee or Participant unless such potential Assignee or Participant has agreed in writing to use reasonable good faith efforts to maintain such information as confidential on the Fundsame basis as such Person maintains its own proprietary information which it desires not to disseminate.

Assignments and Participations. (a) Each Funding Agent, each of the Conduit Purchasers and the Committed Purchasers and their respective assignees may assign without any prior written consent, in whole or in part, its interest in the Transferred Assets and rights and obligations hereunder to any Permitted Transferee. To effectuate an assignment hereunder, both the assignee and the assignor (including, as appropriate, the Conduit Purchaser, its Committed Purchaser(s) and its Funding Agent) will be required to execute and deliver to the Transferor, the Servicer and the Administrative Agent an Assignment and Assumption Agreement. Following any assignment in accordance with the foregoing criteria, the Ownership Group Percentage and Ownership Group Purchase Limit of each Ownership Group hereunder (after giving effect to the assignment) will be adjusted to such extent as may be necessary to reflect such assignment (and Schedule I hereto shall be deemed to be amended accordingly). Notwithstanding the foregoing, the applicable Conduit Support Documents shall govern the ability of (i) a Conduit Purchaser to assign, participate, or otherwise transfer any portion of the Transferred Assets (and the rights and obligations hereunder owned by it) to its Conduit Support Providers and (ii) a Conduit Support Provider to assign, participate, or otherwise transfer any portion of the Transferred Assets (and the rights and obligations hereunder) owned by such Conduit Support Provider. The Fund shall not have Transferor and the right Servicer hereby agree and consent to the complete assignment by the applicable Owners of all of, or the grant of a security interest in (or pledge of) all or any portion of, their respective rights under, interest in, title to and obligations under this Agreement and the Related Documents to the respective collateral agent or trustee under the applicable Conduit Purchaser’s Commercial Paper program, in each case without the execution and delivery of an Assignment and Assumption Agreement. (b) None of the Transferor, ▇▇▇▇▇ or the Servicer may assign its rights or obligations hereunder or any interest herein without the prior written consent of all Funding Agents. (c) Any Owner may, in the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any ordinary course of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form business and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fundapplicable law, the Capital Protection Provider, or the Guarantor). Prior to at any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may time sell participations to one or more banks or other entities Persons who is a Permitted Transferee (each, a “Participant”) participating interests in or to all or a portion of its rights and obligations hereunder. Notwithstanding any such sale by an Owner of participating interests to a Participant, (i) such Owner’s rights and obligations under this Agreement shall remain unchanged, (includingii) such Owner shall remain solely responsible for the performance hereof and thereof, without limitationand (iii) the Transferor, all the Servicer, the Administrative Agent, each other Owner and the Funding Agents shall continue to deal solely and directly with such Owner in connection with such Owner’s rights and obligations under this Agreement. Each Owner agrees that any agreement between such Owner and any such Participant in respect of such participating interest shall not restrict or a portion condition such Owner’s right to agree to any amendment, supplement, waiver or modification of this Agreement. The Transferor and the Fees owing Servicer agree that each Participant shall be entitled to it)the benefits of Article VIII as though they were Owners; provided, that all such amounts payable by the Capital Protection Provider agrees that Transferor or the Servicer to any such disposition Participant shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose be limited to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating amounts which would have been payable to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that Owner selling such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is participating interest had such interest not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundbeen sold. (d) The Capital Protection Provider Any Owner may at any time pledge or otherwise transfer its rights hereunder by way of pledge or assignment of grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest on its Net Investment) under this Agreement and the Related Documents to secure obligations of such Owner to a Federal Reserve Bank, the Capital Protection ProviderU.S. Treasury, subject the Federal Deposit Insurance Corporation or the central bank of any nation or other political body in which it is domiciled or located, and any Conduit Purchaser may assign all of, or the grant of a security interest in (or pledge of) all or any portion of, such Conduit Purchaser’s respective rights under, interest in, title to at least 10 days advance written notice provided and obligations under this Agreement and the Related Documents to the Fundrespective collateral agent or trustee under the applicable Conduit Purchaser’s Commercial Paper program, in each case without the execution and delivery of an Assignment and Assumption Agreement, and Sections 9.7(a) and 9.7(c) shall not apply to any such pledge or grant of a security interest described in this clause (e); provided that no such pledge or grant of a security interest shall release any Owner from any of its obligations hereunder or substitute any such pledgee or grantee for such Owner as a party hereto.

Assignments and Participations. (a) The Fund Sellers shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor Buyer, and any attempt by a Seller to do so without such consent shall be null and void. (b) Buyer may not assign or otherwise transfer at any of its rights or obligations hereunder time, without the consent of either Seller or Guarantor, sell participations to an Eligible Assignee (a “Participant”) in up to one hundred percent (100%) (in the Fund aggregate, in one or more transactions, including any assignments under Section 18.08(c)) of Buyer’s rights and/or obligations under the Repurchase Documents; provided, that, as conditions to the sale of such participations, (i) Buyer’s obligations and Seller’s rights and obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, and (iv) each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.10; provided, that, so long as no Event of Default has occurred and is continuing, Buyer shall retain full decision-making authority under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the Agent extent that the Repurchase Price or Price Differential of any Affiliate Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the Agent which has a long-term debt rating or deposit rating benefits of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer Article 12 (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person requirements and limitations and obligations set forth therein, including the requirements under Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), provided that such financial statement Participant shall not be entitled to receive any greater payment under Section 12.04 or Section 12.06 than its participating Buyer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any event be prepared Requirements of Law or in accordance with U.S. GAAP the interpretation or application thereof by a Governmental Authority or compliance by Buyer or such Participant with a request or directive (whether or not having the force of law) from a central bank or other accounting principles allowed Governmental Authority having jurisdiction over Buyer or such Participant, in each case made or issued after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall also be entitled to the Commissionbenefits of Sections 10.02(j) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect 18.17 to the Fund, the Capital Protection Provider, or the Guarantorsame extent as if it had acquired its interest by assignment pursuant to Section 18.08(c). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, without the consent of either Seller or Guarantor but upon notice to Seller, sell and assign to any Eligible Assignee up to one hundred percent (100%) (in the aggregate, in one or more transactions, and including any participations under Section 18.08(b)) of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (an “Assignment and Acceptance”), a copy of which shall be delivered to Seller as soon as reasonably possible after the execution thereof. From and after the effective date of such Assignment and Acceptance, (i) such Eligible Assignee shall be a Party and, to the extent provided therein, have the rights and obligations of Buyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided that Buyer shall remain solely responsible to Seller for the performance of Buyer’s obligations under the Repurchase Documents, (ii) Seller shall continue to deal solely and directly with Buyer in connection with any assignment or participationBuyer’s rights and obligations under the Repurchase Documents, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf and (iii) Buyer will give prompt written notice thereof (including identification of the Fund, provided Eligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that such information is subject to the confidentiality provisions contained in does not comply with this Agreement and, in the case of any assignee or participant which is not an Affiliate Section 18.08(c) shall be treated for purposes of the Capital Protection Provider, the prior written consent Repurchase Documents as a sale by such Buyer of the Adviser or the Funda participation in such rights and obligations in accordance with Section 18.08(b). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Seller shall cooperate with Buyer in connection with any such sale and assignment of participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a security manner adverse to Seller without the consent of Seller. (e) [Intentionally Omitted]. (f) Buyer, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Eligible Assignees that become Parties hereto and, with respect to each such Eligible Assignee, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice. (g) Each Party that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register on which it enters the name and address of each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Repurchase Documents (the “Participant Register”); provided that Buyer shall not have any obligation to disclose all or any portion of its rights the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Repurchase Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notwithstanding any notice provided to the Fundcontrary.

Assignments and Participations. (a) The Fund Seller shall not have sell, assign, delegate or transfer any of its rights, the right to assign its rights hereunder Repurchase Obligations or any interest herein other duties or obligations under this Agreement or the other Repurchase Documents without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentBuyer, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt by Seller to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of or notice to Seller, sell participations to one any Person (other than a natural Person, Seller or more banks or other entities any Affiliate of Seller) (a “Participant”) in or to all or a any portion of its Buyer’s rights and/or obligations under the Repurchase Documents; provided, that (A) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (B) Buyer shall remain solely responsible to Seller for the performance of such obligations, and (C) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement (includingthe Repurchase Documents. No Participant shall have any right to approve any amendment, without limitationwaiver or consent with respect to any Repurchase Document, all except to the extent that the Repurchase Price or a portion Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), but shall not be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the Fees owing participation to itsuch Participant is made with Seller’s prior written consent. To the extent permitted by Requirements of Law, each Participant shall be entitled to the benefits of Sections 10.02(j) and 18.17 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c) and in the case of the benefits of Section 12.06(a); provided, that if such Participant is a Non—U.S. Person, such Participant shall be subject to the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent requirements and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations limitations under the Trust’s registration statementSection 12.06(b). (c) The Capital Protection Provider mayBuyer may at any time, in connection with notice to Seller, sell and assign to any assignment Person all or participationany portion of the rights and obligations of Buyer under the Repurchase Documents; provided, disclose however, so long as no Default or Event of Default has occurred and is continuing, Buyer shall not assign to any Person that is a Sponsor Competitor without the assignee or participant orprior written consent of Seller, provided, further, in the case event of any securitization or similar transactionassignment by ▇▇▇▇▇ in its capacity as Buyer, to any investor or rating agency, any information relating to so long as no Event of Default has occurred and ▇▇▇▇▇ has not commenced the Fund or any exercise of its Affiliates furnished remedies in accordance with Section 10.02 hereof, ▇▇▇▇▇ shall (x) act as agent for all Buyers and the point of contact for Seller pursuant to the Capital Protection Provider agency provisions to be agreed upon by or on behalf of the Fund▇▇▇▇▇ and such assignees, provided that such information is which provisions, subject to the confidentiality provisions contained in preceding clause, shall be for the sole benefit of Buyers and shall not be subject to any consent or approval of Seller (including any amendments, modifications or supplements thereto) and (y) shall retain all rights to approve any Transaction entered into after the date of assignment, declare an Event of Default under this Agreement or any other Repurchase Document and make (and determine the amount of) Margin Calls, and Seller shall not be required to deal with any assignee with respect to Seller’s performance under this Agreement. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit G (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, (i) such Person shall be a Party and, to the extent provided therein, have the rights and obligations of Buyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to the extent provided therein, be released from such obligations (and, in the case of any assignee an Assignment and Acceptance covering all or participant which is not an Affiliate the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Capital Protection Provider, assignee and the prior written consent amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Adviser or the FundRepurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18.08(b). (d) The Capital Protection Provider may pledge Seller shall cooperate with Buyer in connection with any such sale and assignment of participations or otherwise transfer its rights hereunder by way assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of pledge the foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to Seller without the consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed; provided, further, the cost and expense of any such sale or assignment of a security interest in shall be borne by Buyer. (e) Buyer shall have the right to partially or completely syndicate and or all or any portion of its rights under this the Agreement and the other Repurchase Documents to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fundany Person.

Assignments and Participations. (a) The Fund shall not have the right SNB or another Lender may assign to assign its rights hereunder one or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign more Persons all or otherwise transfer any a portion of its rights or and obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, under this Agreement (including, without limitation, pursuant all or a portion of the Loans owing to a merger, corporate reorganization or other transfer (provided that (Ait and the Note(s) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of held by it). Upon any such assignment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it, have the rights and obligations of a Lender hereunder and (iiy) assumes all of the obligations of the Capital Protection Provider hereunderLender assignor thereunder shall, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable extent that rights and obligations hereunder have been assigned by it, relinquish its rights (other than its rights under Sections 2.06 and 7.04 to the extent any claim thereunder relates to an event arising prior such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commissionassignment) and be released from its obligations under this Agreement (C) such and, in the case of an assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, covering all or the Guarantorremaining portion of an assigning SNB’s rights and obligations under this Agreement, SNB shall cease to be a party hereto). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider SNB and each other Lender may sell participations to one or more banks or other entities (other than the Borrower or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees Loans owing to it and any Note(s) held by it); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the Capital Protection Provider agrees that other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such disposition Note for all purposes of this Agreement, (iv) the Borrower and the other Lenders shall not alter continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or affect in waiver of any way whatsoever provision of any Loan Document, or any consent to any departure by the Capital Protection Provider’s direct obligations Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Note(s) or any fees or other amounts payable hereunder, including consent and approval requirements; provided furtherin each case to the extent subject to such participation, that or postpone any date fixed for any payment of principal of, or interest on, the Capital Protection Provider provides Note(s) or any fees or other amounts payable hereunder, in each case to the Trust with all information reasonably requested by the Trust in order extent subject to meet its disclosure obligations under the Trust’s registration statementsuch participation. (c) The Capital Protection Provider Any Lender may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 7.07, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor proposed assignee or rating agencyparticipant, any information relating to the Fund or any of its Affiliates Borrower furnished to the Capital Protection Provider such Lender by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the FundBorrower. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights under this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fund.

Assignments and Participations. (a) The Fund No Seller shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentBuyer, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt by any Seller to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of or notice to any Seller or Guarantor, sell participations to one any Person (other than a natural person or more banks any Seller, Guarantor or other entities any Affiliate of Seller or Guarantor) (a “Participant”) in or to all or a any portion of its Buyer’s rights and/or obligations under the Repurchase Documents; provided, that (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Sellers for the performance of such obligations, and (iii) Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement (includingthe Repurchase Documents. No Participant shall have any right to approve any amendment, without limitationwaiver or consent with respect to any Repurchase Document, all except to the extent that the Repurchase Price or a portion Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), but shall not be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the Fees owing participation to itsuch Participant is made with Sellers’ prior written consent. To the extent permitted by Requirements of Law, each Participant shall be entitled to the benefits of Sections 10.02(j) and 18.18 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, without consent of any Seller or Guarantor but upon notice to Sellers, sell and assign to any Eligible Assignee all or any portion of all of the rights and obligations or duties of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in connection with any assignment or participationthe form of Exhibit K (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, disclose (i) such Eligible Assignee shall be a Party and, to the assignee or participant orextent provided therein, in have the case rights and obligations of any securitization or similar transactionBuyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to any investor or rating agencythe extent provided therein, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that be released from such information is subject to the confidentiality provisions contained in this Agreement obligations (and, in the case of any assignee an Assignment and Acceptance covering all or participant which is not an Affiliate the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Capital Protection ProviderEligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Repurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18.08(b); provided, that no assignee shall be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive had the assignment not occurred, unless the assignment is made with Sellers’ prior written consent consent. Buyer shall maintain, for review by Seller upon written request, a register of assignees and participants and a copy of any executed assignment and acceptance documents by the Adviser Buyer and assignee, respectively, specifying the percentage or the Fundportion of such rights and obligations assigned. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Sellers shall cooperate reasonably with Buyer in connection with any such sale and assignment of participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a security interest in manner adverse to Sellers without the consent of Sellers. (e) Buyer shall have the right to partially or completely syndicate and or all or any portion of its rights under this the Agreement and the other Repurchase Documents to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fundany Eligible Assignee.

Assignments and Participations. (a) The Fund shall not have the right Lender may assign to assign its rights hereunder one or any interest herein without the prior written consent more Affiliates of the Capital Protection Provider. The Guarantor may not assign Lender all or otherwise transfer any a portion of its rights or and obligations hereunder without under this Loan Agreement; provided, however, that the consent parties to each such assignment shall execute and deliver an Assignment and Acceptance substantially in the form of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed Exhibit H, with appropriate completions (an “Assignment and Acceptance”), along with replacement Notes executed and delivered by the Capital Protection Provider or any Affiliate thereofBorrower. (b) Upon such execution and delivery, includingfrom and after the effective date specified in such Assignment and Acceptance, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of more than $1,000,000,000 at the time of such assignmentLender hereunder, and (ii) assumes all of the Lender assignor thereunder shall, to the extent that any rights and obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements hereunder have been assigned by it pursuant to Section 6.01(a)such Assignment and Acceptance, subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event relinquish its rights and be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in released from its obligations under this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserLoan Agreement. (bc) The Capital Protection Provider Lender may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it)Loan Agreement; provided, however, that (i) the Capital Protection Provider agrees that Lender’s obligations under this Loan Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Lender shall remain the holder of any such disposition Note for all purposes of this Loan Agreement, and (iv) the Borrower shall not alter or affect continue to deal solely and directly with the Lender in any way whatsoever connection with the Capital Protection ProviderLender’s direct obligations hereunder, including consent rights and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under and in respect of this Loan Agreement and the Trust’s registration statementother Loan Documents. Notwithstanding the terms of Section 3.03, each participant of the Lender shall be entitled to the additional compensation and other rights and protections afforded the Lender under Section 3.03 to the same extent as the Lender would have been entitled to receive them with respect to the participation sold to such participant. (cd) The Capital Protection Provider Lender may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 11.05, disclose to the assignee or participant oror proposed assignee or participant, in as the case of any securitization or similar transaction, to any investor or rating agencymay be, any information relating to the Fund Borrower or any of its Affiliates Subsidiaries or to any aspect of the Loans that has been furnished to the Capital Protection Provider Lender by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case any Borrower or any of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundits Subsidiaries. (de) The Capital Protection Provider Lender may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of at any time create a security interest in all or any portion of its rights under this Loan Agreement (including, without limitation, the Loans owing to secure it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (f) Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, the Lender may assign all or any portion of its rights and obligations hereunder to any Person, provided that upon the effective date of such assignment such Person shall become a party hereto and a Lender hereunder and shall be (i) entitled to all the rights, benefits and privileges accorded Lender under the Loan Documents, and (ii) subject to all the duties and obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to Lender under the FundLoan Documents.

Assignments and Participations. (a) The Fund Seller shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentBuyer, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt by Seller to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of or notice to Seller, sell participations to one any Person (other than a natural person or more banks Seller, Guarantor or other entities any Affiliate of Seller or Guarantor) (a “Participant”) in or to all or a any portion of its Buyer’s rights and/or obligations under the Repurchase Documents; provided, that (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, and (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement (includingthe Repurchase Documents. No Participant shall have any right to approve any amendment, without limitationwaiver or consent with respect to any Repurchase Document, all except to the extent that the Repurchase Price or a portion Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 to the same extent as if it had acquired its interest by assignment pursuant to Section 17.08(c), but shall not be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the Fees owing participation to itsuch Participant is made with Seller’s prior written consent. To the extent permitted by Requirements of Law, each Participant shall be entitled to the benefits of Sections 10.02(j) and 17.17 to the same extent as if it had acquired its interest by assignment pursuant to Section 17.08(c); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, without consent of Seller or Guarantor but upon notice to Seller, sell and assign to any Eligible Assignee all or any portion of all of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in connection with any assignment or participationthe form of Exhibit D (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, disclose (i) such Eligible Assignee shall be a Party and, to the assignee or participant orextent provided therein, in have the case rights and obligations of any securitization or similar transactionBuyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to any investor or rating agencythe extent provided therein, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that be released from such information is subject to the confidentiality provisions contained in this Agreement obligations (and, in the case of any assignee an Assignment and Acceptance covering all or participant which is not an Affiliate the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Capital Protection Provider, Eligible Assignee and the prior written consent amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 17.08(c) shall be treated for purposes of the Adviser or the FundRepurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 17.08(b). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Seller shall cooperate with Buyer in connection with any such sale and assignment of participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a security interest in manner adverse to Seller without the consent of Seller. (e) Buyer shall have the right to partially or completely syndicate all or any portion of its rights under this the Agreement and the other Repurchase Documents to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fundany Eligible Assignee.

Assignments and Participations. (a) The Fund shall not have This Agreement and the right to assign its rights hereunder or any interest herein without the prior written consent Obligations of the Capital Protection Provider. The Guarantor Borrowers may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantorbe assigned by Borrowers. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a)Any Lender may, subject to the accounting rules applicable limitations set forth below, assign or transfer, in whole or in part, its Commitments and the related Advances, together with its corresponding rights under this Agreement and the other Loan Documents, and further may sell participations in all or any part of any of its Commitments and the related Advances or any other interest in the Obligations or any of its obligations hereunder to another Person, in which event: (a) in the case of an assignment, upon notice thereof by such Affiliate or Person Lender to Borrowers and consent of Credit Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided thereby), the same rights and benefits as it would have if it were a "Lender" hereunder, and, if the assignee has expressly assumed, for the benefit of Borrowers, such Lender's obligations hereunder, such Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption, provided that Credit Agent shall have no obligation to consent to there being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) more than a total of 10 Lenders (a Participant is not a Lender); and (Cb) in the case of a participation, the participating Person's (a "Participant") rights against the Lender from whom it has purchased such participation in respect of such participation are those set forth in the agreement executed by such Lender in favor of the Participant relating thereto. Unless an assignee has expressly assumed such Lender's obligations hereunder, (x) such assignment could Lender shall remain solely responsible to the other parties hereto for the performance of such Lender's obligations under the Loan Documents, whether or not reasonably be expected to have a Material Adverse Effect such Lender shall remain the holder of any Note, (y) such Lender shall retain all voting rights with respect to the Fundsuch Note, the Capital Protection ProviderAdvances hereunder and Lender's Commitments, or and (z) Borrowers, Credit Agent and the Guarantor). Prior other Lenders shall continue to any deal solely and directly with such assignment taking effect, the conditions set forth Lender in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its connection with such Lender's rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing Loan Documents. Without limiting any Lenders exclusive right to collect and enforce the Obligations owed to it); provided, Borrowers agree that each participation will give rise to a debtor-creditor relationship between Borrowers and Participant, and Borrowers authorize each Participant, upon an occurrence of an Event of Default, to proceed directly by right of setoff, bankers' lien or otherwise, against any assets of Borrowers that may be held by that Participant. Notwithstanding the Capital Protection Provider agrees that any such disposition foregoing, nothing contained herein shall not alter or affect in any way whatsoever manner or to any extent affect the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case right of any securitization Lender to pledge or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained assign Notes and interests in this Agreement andto any Federal Reserve Bank pursuant to applicable laws and regulations, in or to assign its Notes and its right to receive and retain payments on its Notes provided such Lender remains primarily and directly liable pursuant to the case terms and conditions of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fund. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights under this Agreement to secure keep, observe and perform all of its obligations under this Agreement, and all such assignments shall be treated, considered and administered as a sale of the Capital Protection Provider, a participation and not as an assignment and shall be subject to at least 10 days advance written notice provided and governed by the provisions of this Section. Any Lender may furnish any information concerning Borrowers in the possession of such Lender from time to time to Affiliates of such Lender and to assignees and Participants (including prospective assignees and Participants) and Borrowers hereby consent to the Fundprovision of such information.

Assignments and Participations. (a) The Fund provisions of this Agreement shall not have be binding upon and inure to the right to assign its rights hereunder or any interest herein without the prior written consent benefit of the Capital Protection Provider. The Guarantor parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Fund except to Lender, and (ii) the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider Lender may not assign or otherwise transfer any of its rights or obligations hereunder without to anyone other than an Eligible Assignee; provided, that the consent Lender shall provide prior notice of such assignment to the Borrower. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, or any participants to the extent provided in Section 12.1(b) hereof) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) The Lender shall have the right to grant participations in all or a portion of the Fund except Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Revolving Loans owing to any Affiliate it) to one or more other banking institutions (each such person a “Participant”), and such Participants shall be entitled to the benefits of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofthis Agreement, including, without limitation, pursuant Sections 2.10 and 2.11 hereof, to the same extent as if they were a merger, corporate reorganization or other transfer (direct party hereto; provided that (Ai) the Guarantor Lender’s obligations under this Agreement shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guarantyremain unchanged, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject Lender shall remain solely responsible to the accounting rules applicable to other parties hereto for the performance of such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) obligations and (Ciii) such assignment could not reasonably be expected the Borrower and the other parties hereto, shall continue to have a Material Adverse Effect deal solely and directly with respect to the Fund, Lender in connection with the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its Lender’s rights and obligations under this Agreement (includingAgreement, without limitationand provided further that no such Participant shall be entitled to receive payment hereunder of any amount greater than the amount which would have been payable had the Lender not granted a participation to such Participant, all or a portion unless the sale of the Fees owing participation to it); provided, that such Participant is made with the Capital Protection Provider agrees that Borrower’s prior written consent (which consent may be withheld if any such disposition shall Participant would be entitled to any such greater amount or conditioned on such Participant not alter receiving any such greater amount). Upon the grant of a participation of the Lender’s rights and/or obligations under this Agreement, the Lender will promptly notify the Borrower of the Participant and the proportionate amount granted under such participation. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure other obligations under the Trust’s registration statement. Transaction Documents (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, “Participant Register”); provided that such information is subject no Lender shall have any obligation to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fund. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its rights other obligations under this Agreement any Transaction Document) to secure obligations any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the FundUnited States Treasury Regulations.

Assignments and Participations. (a) The Fund shall not have Lender may sell, transfer, negotiate or assign to one or more other financial institutions all or a portion of its Commitment, the right Loans owing to assign its rights hereunder or any it and an interest herein without in the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any Note held by it and a commensurate portion of its rights or and obligations hereunder without and under the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), Loan Documents subject to the accounting rules applicable proviso to such Affiliate or Person subparagraph (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commissionc) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviserbelow. (b) The Capital Protection Provider Lender may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of the Fees Commitment, the Loans owing to it and the Note held by it); provided, that . In the Capital Protection Provider agrees that event of the sale of any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested participation by the Trust in order to meet its disclosure Lender, (i) the Lender's obligations under the Trust’s registration statementLoan Documents (including, without limitation, the Commitment) shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Lender shall remain the holder of such Note and Obligations for all purposes of this Agreement, and (iv) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose Each participant shall be entitled to the assignee or benefits of Sections 2.10, 2.12 and 2.14 as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any time, be obligated to pay to any participant or, in the case of any securitization interest of the Lender, under Section 2.10, 2.12 or similar transaction, to any investor or rating agency2.14, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf sum in excess of the Fund, provided that sum which the Borrower would have been obligated to pay Lender in respect of such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee interest had such assignment not been effected or participant which is had such participation not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundbeen sold. (d) The Capital Protection Provider Borrower shall cooperate with Lender, at no cost or expense to the Borrower, and any other party to whom the Lender may pledge assign or otherwise transfer its rights hereunder by way of pledge sell participations (or negotiate for such assignment of a security interest or sale) in all or any a portion of its rights under this Agreement the Commitment, the Loans owing to secure it and an interest in the Note. Such cooperation of the part of the Borrower shall include but shall not be limited to the execution and delivery of (i) amendments, modifications and/or supplements to one or more Loan Documents, in form and substance as may be required by Lender, and (ii) the execution and delivery of one or more additional promissory notes, at no cost or expense to the Borrower; provided however, that such promissory notes, amendments, modifications and/or supplements do not materially increase the obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to Borrower or materially diminish the Fundrights of the Borrower under the Loan Documents.

Assignments and Participations. (a) The Fund Each Seller shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection ProviderBuyer, and any attempt by a Seller to do so without such consent shall be null and void. The Guarantor Buyer may not assign or otherwise transfer at any of its rights or obligations hereunder time, without the consent of or notice to any Seller, sell participations to any Person (other than a natural person or Seller or Guarantor) (a “Participant”) in all or any portion of Buyer’s rights and/or obligations under the Fund Repurchase Documents; provided, that (i) Buyer’s obligations and each Seller’s rights and obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Sellers for the performance of such obligations, and (iii) Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the Agent extent that the Repurchase Price or Price Differential of any Affiliate Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the Agent which has a long-term debt rating or deposit rating benefits of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except Article 12 to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance extent as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements if it had acquired its interest by assignment pursuant to Section 6.01(a18.08(b), ; so long as such Participant agrees to be subject to Section 12.07 as if it were an Eligible Assignee. To the accounting rules applicable extent permitted by Requirements of Law, each Participant shall be entitled to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commissionbenefits of Sections 10.02(j) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect 18.17 to the Fund, the Capital Protection Provider, or the Guarantorsame extent as if it had acquired its interest by assignment pursuant to Section 18.08(b). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider Buyer may at any time, without consent of any Seller or Guarantor but upon notice to Sellers, sell participations and assign to one or more banks or other entities in or to any Eligible Assignee all or a any portion of its all of the rights and obligations of Buyer under this Agreement the Repurchase Documents and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall act as agent for the Eligible Assignee. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (includingan “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, without limitation(i) such Eligible Assignee shall be a Party and, all or a portion to the extent provided therein, have the rights and obligations of Buyer under the Repurchase Documents with respect to the percentage and amount of the Fees owing Repurchase Price allocated to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder(ii) Buyer shall, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant orextent provided therein, in the case if such Assignment and Acceptance is executed after an Event of any securitization or similar transactionDefault, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that be released from such information is subject to the confidentiality provisions contained in this Agreement obligations (and, in the case of any assignee an Assignment and Acceptance covering all or participant the remaining portion of Buyer’s obligations under this Agreement, Buyer shall cease to be a Party hereto), provided that (A) at all times prior to an Event of Default, Buyer shall remain solely responsible to Sellers for the performance of such obligations and (B) Buyer shall remain solely responsible for all claims which is not are based on events which occurred prior to the date of such Assignment and Acceptance, (iii) at all times prior to an Affiliate Event of Default, Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, (iv) the obligations of Buyer shall be deemed to be so reduced, and (v) Buyer will give prompt written notice thereof (including identification of the Capital Protection ProviderEligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(b) shall be treated for purposes of the Repurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18.08(a). Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing, Buyer shall not assign, syndicate and/or participate any of its rights to any competitor of a Seller described on the attached Exhibit I hereto. (c) Each Seller shall cooperate with Buyer in connection with any such sale and assignment of participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the prior written Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to a Seller without the consent of the Adviser or the Fundsuch Seller. (d) The Capital Protection Provider may pledge Buyer shall have the right to partially or otherwise transfer completely syndicate and or all of its rights hereunder under the Agreement and the other Repurchase Documents to any Eligible Assignee. (e) Each Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Eligible Assignees that become Parties hereto and, with respect to each such Eligible Assignee, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by way the Parties at any reasonable time and from time to time upon reasonable prior notice. (f) If Buyer sells a participation of pledge or assignment its rights hereunder, it shall, acting solely for this purpose as a non-fiduciary agent of the applicable Seller, maintain a security register on which it enters the name and address of each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Repurchase Documents (the “Participant Register”); provided that no Party shall have any obligation to disclose all or any portion of its rights the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Repurchase Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the participating Party shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notwithstanding any notice provided to the Fundcontrary.

Assignments and Participations. (a) The Fund shall not have the right to assign its rights hereunder or any interest herein without With the prior written consent of the Capital Protection Provider. The Guarantor Seller, the Buyer may not assign to one or otherwise transfer any more Persons all or a portion of its rights or and obligations hereunder without under this Repurchase Agreement; provided, however, that in the consent case of the Fund except any such assignment to the Agent or any an Affiliate of the Agent which Buyer or upon the occurrence of any Event of Default (that has a long-term debt rating or deposit rating not been waived), the Seller’s written consent shall not be required, but the Buyer shall provide the Seller prompt written notice of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment; provided, and (ii) assumes all of further, that the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation parties to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) each such assignment could not reasonably be expected to have a Material Adverse Effect shall execute and deliver an Assignment and Acceptance substantially in the form of Exhibit E, with respect to the Fund, the Capital Protection Provider, or the Guarantorappropriate completions (an “Assignment and Acceptance”). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider Upon such execution and delivery, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of the Buyer hereunder, (ii) the Buyer assignor thereunder shall, to the extent that any rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Repurchase Agreement, and (iii) the Seller shall bear no additional costs or expenses solely resulting from such assignment. (c) With the prior written consent of the Seller, the Buyer may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it)Repurchase Agreement; provided, however, that in the Capital Protection Provider agrees that case of any such disposition sale of a participation to an Affiliate of the Buyer or upon the occurrence of any Event of Default (that has not been waived), the Seller’s written consent shall not alter or affect in be required, but the Buyer shall provide the Seller prompt written notice of any way whatsoever the Capital Protection Provider’s direct obligations hereundersuch participation sale; provided, including consent and approval requirements; provided further, that (i) the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) the TrustBuyer shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s registration statementrights and obligations under and in respect of this Repurchase Agreement and the other Repurchase Documents, and (iv) the Seller shall bear no additional costs or expenses solely resulting from such sale of a participation. Notwithstanding the terms of Section 3.03 (without duplication of such amounts paid to the Buyer), each participant of the Buyer shall be entitled to the additional compensation and other rights and protections afforded the Buyer under Section 3.03 to the same extent as the Buyer would have been entitled to receive them with respect to the participation sold to such participant. No participant shall not be entitled to receive any greater payment under Section 3.01 or Section 4.12, with respect to any participation, that the Buyer would have been entitled to receive under the terms of this Agreement. (cd) The Capital Protection Provider Buyer may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 14.10, disclose to the assignee or participant oror proposed assignee or participant, in as the case of any securitization or similar transaction, to any investor or rating agencymay be, any information relating to the Fund Seller or any of its Affiliates Subsidiaries or to any aspect of the Transactions that has been furnished to the Capital Protection Provider Buyer by or on behalf of the FundSeller or any of its Subsidiaries. The Buyer (or the Agent, acting solely for this purpose as an agent of the Seller), shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Buyer(s), and the commitments of, and principal amounts (and stated interest) of the obligations owing to, each Buyer pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Buyer, the Agent and the Seller shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Buyer hereunder for all purposes of this Repurchase Agreement. The Register shall be available for inspection by the Buyer and Seller, at any reasonable time and from time to time upon reasonable prior notice. Each Buyer that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Seller, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Purchased Loans or other obligations under the Repurchase Documents (the “Participant Register”); provided that such no Buyer shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information is subject relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any Repurchase Agreement) to any person except to the confidentiality provisions contained extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in this Agreement and, registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the case Participant Register shall be conclusive absent manifest error, and such Buyer shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Repurchase Agreement notwithstanding any assignee or participant which is not an Affiliate notice to the contrary. For the avoidance of the Capital Protection Providerdoubt, the prior written consent of the Adviser or the FundAgent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. (de) The Capital Protection Provider Buyer may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of at any time create a security interest in all or any portion of its rights under this Repurchase Agreement (including, without limitation, the Repurchase Obligations owing to secure it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning the Buyer from its obligations hereunder. (f) Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, the Buyer may assign all or any portion of its rights and obligations hereunder to any Person, provided that upon the effective date of such assignment such Person shall become a party hereto and the Buyer hereunder and shall be (A) entitled to all the rights, benefits and privileges accorded the Buyer under the Repurchase Documents, and (B) subject to all the duties and obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to Buyer under the FundRepurchase Documents.

Assignments and Participations. (a) The Fund None of Guarantor, Pledgor, any Affiliate or Seller shall not have sell, assign or transfer any of their respective rights or the right to assign its rights hereunder Repurchase Obligations or delegate any of their respective duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor Buyer, and any attempt to do so without such consent shall be null and void. (b) Buyer may not assign or otherwise transfer at any of its rights or obligations hereunder time, without the consent of Seller, Pledgor, any Affiliate or Guarantor, sell participations to any Person (other than a natural person or Seller or any of its Affiliates) (a “Participant”) in all or any portion of Buyer’s rights and/or obligations under the Fund Repurchase Documents except that, at all times prior to the occurrence and during the continuance of a Default or an Event of Default, Buyer may not sell such interests to Prohibited Transferees; and, provided further that, as conditions to the sale of such participations, (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, and (iv) each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.10; provided, that, so long as no Event of Default has occurred and is continuing, Buyer shall retain full decision-making authority under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the Agent extent that the Repurchase Price or Price Differential of any Affiliate Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the Agent which has a long-term debt rating or deposit rating benefits of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer Article 12 (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person requirements and limitations therein, including the requirements under Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), provided that such financial statement Participant shall not be entitled to receive any greater payment under Section 12.04 or Section 12.06 than its participating Buyer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any event be prepared Requirements of Law or in accordance with U.S. GAAP the interpretation or application thereof by a Governmental Authority or compliance by Buyer or such Participant with a request or directive (whether or not having the force of law) from a central bank or other accounting principles allowed Governmental Authority having jurisdiction over Buyer or such Participant, in each case made or issued after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall also be entitled to the Commissionbenefits of Sections 10.02(i) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect 18.17 to the Fund, the Capital Protection Provider, or the Guarantorsame extent as if it had acquired its interest by assignment pursuant to Section 18.08(c). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, without the consent of Seller, Pledgor, any Affiliate or Guarantor but upon notice to Seller, sell and assign to any Eligible Assignee all or any portion of all of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in connection with any assignment or participationthe form of Exhibit F (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, disclose (i) such Eligible Assignee shall be a Party and, to the assignee or participant orextent provided therein, in have the case rights and obligations of any securitization or similar transactionBuyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to any investor or rating agencythe extent provided therein, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that be released from such information is subject to the confidentiality provisions contained in this Agreement obligations (and, in the case of any assignee an Assignment and Acceptance covering all or participant which is not an Affiliate the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Capital Protection Provider, Eligible Assignee and the prior written consent amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Adviser or the FundRepurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18.08(b). (d) The Capital Protection Provider may pledge Seller shall cooperate with Buyer in connection with any such sale and assignment of participations or otherwise transfer assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, (i) that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to Seller without the consent of Seller, and (ii) Seller shall not be obligated to incur any additional costs in connection therewith, except as provided in Section 12.06(b). (e) Buyer shall have the right to partially or completely syndicate any or all of its rights hereunder under the Agreement and the other Repurchase Documents to any Eligible Assignee. (f) Buyer, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Eligible Assignees that become Parties hereto and, with respect to each such Eligible Assignee, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by way the Parties at any reasonable time and from time to time upon reasonable prior notice. (g) Each Party that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of pledge or assignment Seller, maintain a register on which it enters the name and address of a security each Participant and their respective successors and registered assigns, and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Repurchase Documents (the “Participant Register”); provided that no Party shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Repurchase Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the participating Party shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement notwithstanding any notice to the contrary. (h) In addition to the foregoing, within thirty (30) days from the date that Buyer shall, in combination, assign and/or participate more than fifty percent (50%) of its rights aggregate interests under this Agreement Agreement, Seller may, in its sole discretion, without payment of any fees, including, but not limited to, an Exit Fee, elect to secure obligations repurchase any or all of the Capital Protection Provider, subject to at least 10 days advance Purchased Assets upon five (5) Business Days prior written notice provided to the FundBuyer.

Assignments and Participations. (a) The Fund shall not have the right to Lender may assign its rights hereunder or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to Persons all or a portion of its rights and obligations under this Agreement (includingLoan Agreement. Notwithstanding the foregoing, with respect to the unfunded portion of Note B-2, Note B-2 Lender shall not assign all or any portion of its rights and obligations under this Loan Agreement, except to an Eligible Assignee, without limitation, all or the prior written consent of Borrower. (b) Upon execution and delivery by the assignor and assignee (even if already a Lender) to Borrower and the Lender of an assignment and acceptance agreement pursuant to which such assignee agrees to become a “Lender” hereunder having the commitment with respect to Future Advances and the portion of the Fees owing Loan specified in such instrument, the assignee shall have, to the extent of such assignment, the obligations, rights and benefits of a Lender hereunder holding the commitment with respect to Future Advances and the portion of the Loan assigned to it); provided, that and the Capital Protection Provider agrees that any assigning Lender shall, to the extent of such disposition shall not alter or affect in any way whatsoever assignment, be released from such commitment and portion of the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statementLoan so assigned. (c) The Capital Protection Provider A Lender may sell or agree to sell to one or more other Persons a participation in all or any part of its interest in the Loan, or in its commitment with respect to Future Advances, provided (A) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Borrower agrees that each such participant shall be entitled to the benefits of Section 2.2.3(d), (e), (f) and (g) to the same extent as if it were a Lender and had acquired its interest by assignment. (d) In addition to the assignments and participations permitted under the foregoing provisions of this Section (but without being subject thereto), any Lender may (without notice to Borrower) assign and pledge all or any portion of its Loan and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank, and such Loan and Note shall be fully transferable as provided therein. No such assignment shall release the assigning Lender from its obligations hereunder. (e) Lender may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 11.27, disclose to the assignee or participant oror proposed assignee or participant, in as the case of any securitization or similar transaction, to any investor or rating agencymay be, any information relating to the Fund Borrower or any of its Affiliates or to any aspect of the Loan that has been furnished to the Capital Protection Provider Lender by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fund. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all Borrower or any portion of its rights under this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the FundAffiliates.

Assignments and Participations. (a) The Fund shall not have Without limiting Lender’s rights pursuant to Section 9.1, the right Lender may assign to assign its rights hereunder one or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign more Persons all or otherwise transfer any a portion of its rights or and obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in under this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserAgreement. (b) The Capital Protection Provider Lender may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it)Agreement; provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided furtherhowever, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure (i) Lender’s obligations under this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible to the Trustother parties hereto for the performance of such obligations, (iii) Lender shall remain the holder of any Note for all purposes of this Agreement and (iv) Borrower shall continue to deal solely and directly with Lender in connection with Lender’s registration statementrights and obligations under and in respect of this Agreement and the other Loan Documents and (v) in no event may any Lender sell a participation in the Loan to Borrower, Guarantor or an Affiliate of Borrower or Guarantor. Any such purported sale by Lender of a participation in the Loan to Borrower, Guarantor or an Affiliate of Borrower or Guarantor in violation of subclause (v) of the immediately preceding sentence shall be void ab initio. (c) The Capital Protection Provider Lender may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 11.27, disclose to the assignee or participant orParticipant or proposed assignee or participant, in as the case of any securitization or similar transaction, to any investor or rating agencymay be, any information relating to the Fund Borrower or any of its Affiliates or to any aspect of the Loan that has been furnished to the Capital Protection Provider Lender by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case Borrower or any of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundits Affiliates. (d) The Capital Protection Provider may pledge Subject to acceptance and recording thereof pursuant to paragraph (e) of this Section 11.27, upon such assignment the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such assignment, have the rights and obligations of Lender under this Agreement. Any assignment or otherwise transfer its by Lender of rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights obligations under this Agreement that does not comply with this Section 11.27 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (b) of this Section 11.27. (e) In connection with any Secondary Market Transaction, including, without limitation, any assignment or participation pursuant to secure obligations this Section 11.27, at the request of Lender, Borrower shall (i) appoint, as its agent, a registrar and transfer agent (the Capital Protection Provider“Register”) reasonably acceptable to Lender which shall maintain, subject to at least 10 days advance written notice provided such reasonable regulations as it shall provide, such books and records as are necessary for the registration and transfer of the Note in a manner that shall cause the Note to be considered to be in registered form for purposes of Section 163(f) of the Code, and (ii) otherwise cooperate with Lender in order to cause the Note to be in registered form pursuant to Section 163(f) of the Code. The option to convert the Note into registered form once exercised may not be revoked. Any agreement setting out the rights and obligation of the Register shall be subject to the Fundreasonable approval of Lender. Borrower may revoke the appointment of any particular person as Register, effective upon the effectiveness of the appointment of a replacement Register, reasonably acceptable to Lender. The Register shall not be entitled to any fee from Borrower or Lender or any other lender in respect of transfers of the Note and other Loan Documents. (f) Borrower authorizes each Lender to disclose to any Assignee or Participant of such Lender, any prospective assignee or participant of a Lender’s interest in the Loan, any Affiliate of such Lender, any derivative counterparty or any Rating Agency any and all financial or other information in such Lender’s possession concerning Borrower and its Affiliates which has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of Borrower in connection with such Lender’s credit evaluation of Borrower and its Affiliates prior to becoming a party to this Agreement. (g) Borrower agrees upon Lender’s written request and at the sole cost and expense of Lender, that (i) Borrower shall execute and deliver to Lender any amendment and/or other document that may be reasonably necessary to effectuate such an assignment but in no event shall Borrower be required to sign any documents which would either (y) increase, except to a de minimis extent, its obligations or (z) decrease, except to a de minimis extent, its rights, under the Loan Documents and (ii) after the effective date under such Assignment and Acceptance, upon the request by Lender, Borrower shall execute and deliver to such Lender one or more substitute notes of Borrower evidencing such Lender’s Ratable Share of the Loan, with appropriate insertions as to payee and principal amount; each such substitute note shall be dated as of the date hereof.

Assignments and Participations. (a) The Fund shall not have Lenders will be permitted to sell, transfer, syndicate and assign loans or grant participations therein or issue pass-through certificates or other securities without any consent from the right to assign its rights hereunder or any interest herein without the prior written consent of the Capital Protection ProviderBorrower. The Guarantor may not assign Lenders will enter into an intercreditor agreement with the lenders holding the CPLV Market Debt containing customary restrictions on transfer of mezzanine debt. Borrower shall cooperate with any such assignment, sale, transfer, participation, securitization or otherwise transfer any (including the creation of its rights one or obligations hereunder without more additional tranches of pari passu or subordinate debt (including one or more classes of so-called junior mezzanine debt)), shall consent to disclosure of property related information and financial statements and shall enter into customary indemnification agreements related thereto, subject to limitations on modification of terms. Borrower expenses and “rate creep” prior to default to be set forth in the consent CPLV Mezz Facility loan documents. Expenses and Indemnification: Consistent with the Documentation Precedent. Regulatory Matters: Customary for facilities of this type and consistent with the Fund except Documentation Precedent. Governing Law and Forum: New York. Counsel to the Agent or any Affiliate Agent: [ ]. GUARANTY AND PLEDGE AGREEMENT dated as of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign [ ] (as amended, restated, supplemented or otherwise transfer any modified from time to time, this “Agreement”) made by CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (“Holdings”), in favor of its rights or obligations hereunder without [the consent of indenture trustee], as indenture trustee (in such capacity, the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof“Trustee”), includingand [ ], without limitationas collateral agent, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person each case for (i) has net capital [the holders (the “Noteholders”) of more than $1,000,000,000 at the first lien notes (the “First Lien Notes”) parties to the Indenture, dated as of [ ] (as amended, restated, supplemented or otherwise modified from time of such assignmentto time, the “Indenture”) between [Caesars Entertainment Operating Company, Inc., a Delaware corporation] (the “Borrower”) as issuer and the Trustee and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person other Secured Parties (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fund. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights under this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fund.as defined herein).1

Assignments and Participations. (a) The Fund provisions of this Agreement shall not have be binding upon and inure to the right to assign its rights hereunder or any interest herein without the prior written consent benefit of the Capital Protection Provider. The Guarantor parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Fund except to Lender, and (ii) the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider Lender may not assign or otherwise transfer any of its rights or obligations hereunder without to anyone other than an Eligible Assignee; provided, that the consent Lender shall provide prior notice of such assignment to the Borrower. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, or any participants to the extent provided in Section 12.1(b) hereof) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) The Lender shall have the right to grant participations in all or a portion of the Fund except Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Revolving Loans owing to any Affiliate it) to one or more other banking institutions (each such person a “Participant”), and such Participants shall be entitled to the benefits of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofthis Agreement, including, without limitation, pursuant Sections 2.10 and 2.11 hereof, to the same extent as if they were a merger, corporate reorganization or other transfer (direct party hereto; provided that (Ai) the Guarantor Lender’s obligations under this Agreement shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guarantyremain unchanged, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject Lender shall remain solely responsible to the accounting rules applicable to other parties hereto for the performance of such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) obligations and (Ciii) such assignment could not reasonably be expected the Borrower and the other parties hereto, shall continue to have a Material Adverse Effect deal solely and directly with respect to the Fund, Lender in connection with the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its Lender’s rights and obligations under this Agreement (includingAgreement, without limitationand provided further that no such Participant shall be entitled to receive payment hereunder of any amount greater than the amount which would have been payable had the Lender not granted a participation to such Participant, all or a portion unless the sale of the Fees owing participation to it); provided, that such Participant is made with the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection ProviderBorrower’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent (which consent may be withheld if any such Participant would be entitled to any such greater amount or conditioned on such Participant not receiving any such greater amount). Upon the grant of a participation of the Adviser or the Fund. (d) The Capital Protection Provider may pledge or otherwise transfer its Lender’s rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights and/or obligations under this Agreement to secure obligations Agreement, the Lender will promptly notify the Borrower of the Capital Protection Provider, subject to at least 10 days advance written notice provided to Participant and the Fund.proportionate amount granted under such

Assignments and Participations. (a) Each Funding Agent, each of the Conduit Purchasers and the Committed Purchasers and their respective assignees may assign without any prior written consent, in whole or in part, its interest in the Transferred Assets and rights and obligations hereunder to any Permitted Transferee. To effectuate an assignment hereunder, both the assignee and the assignor (including, as appropriate, the Conduit Purchaser, its Committed Purchaser(s) and its Funding Agent) will be required to execute and deliver to the Transferor, the Servicer and the Administrative Agent an Assignment and Assumption Agreement. Following any assignment in accordance with the foregoing criteria, the Ownership Group Percentage and Ownership Group Purchase Limit of each Ownership Group hereunder (after giving effect to the assignment) will be adjusted to such extent as may be necessary to reflect such assignment (and Schedule I hereto shall be deemed to be amended accordingly). Notwithstanding the foregoing, the applicable Conduit Support Documents shall govern the ability of (i) a Conduit Purchaser to assign, participate, or otherwise transfer any portion of the Transferred Assets (and the rights and obligations hereunder owned by it) to its Conduit Support Providers and (ii) a Conduit Support Provider to assign, participate, or otherwise transfer any portion of the Transferred Assets (and the rights and obligations hereunder) owned by such Conduit Support Provider. The Fund shall not have Transferor and the right Servicer hereby agree and consent to the complete assignment by the applicable Owners of all of, or the grant of a security interest in (or pledge of) all or any portion of, their respective rights under, interest in, title to and obligations under this Agreement and the Related Documents to the respective collateral agent or trustee T-Mobile (EIP) Third A&R RPAA under the applicable Conduit Purchaser’s Commercial Paper program, in each case without the execution and delivery of an Assignment and Assumption Agreement. (b) None of the Transferor, ▇▇▇▇▇ or the Servicer may assign its rights or obligations hereunder or any interest herein without the prior written consent of all Funding Agents. (c) Any Owner may, in the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any ordinary course of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form business and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fundapplicable law, the Capital Protection Provider, or the Guarantor). Prior to at any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may time sell participations to one or more banks or other entities Persons who is a Permitted Transferee (each, a “Participant”) participating interests in or to all or a portion of its rights and obligations hereunder. Notwithstanding any such sale by an Owner of participating interests to a Participant, (i) such Owner’s rights and obligations under this Agreement shall remain unchanged, (includingii) such Owner shall remain solely responsible for the performance hereof and thereof, without limitationand (iii) the Transferor, all the Servicer, the Administrative Agent, each other Owner and the Funding Agents shall continue to deal solely and directly with such Owner in connection with such Owner’s rights and obligations under this Agreement. Each Owner agrees that any agreement between such Owner and any such Participant in respect of such participating interest shall not restrict or a portion condition such Owner’s right to agree to any amendment, supplement, waiver or modification of this Agreement. The Transferor and the Fees owing Servicer agree that each Participant shall be entitled to it)the benefits of Article VIII as though they were Owners; provided, that all such amounts payable by the Capital Protection Provider agrees that Transferor or the Servicer to any such disposition Participant shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose be limited to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating amounts which would have been payable to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that Owner selling such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is participating interest had such interest not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundbeen sold. (d) The Capital Protection Provider Any Owner may at any time pledge or otherwise transfer its rights hereunder by way of pledge or assignment of grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest on its Net Investment) under this Agreement and the Related Documents to secure obligations of such Owner to a Federal Reserve Bank, the Capital Protection ProviderU.S. Treasury, subject the Federal Deposit Insurance Corporation or the central bank of any nation or other political body in which it is domiciled or located, and any Conduit Purchaser may assign all of, or the grant of a security interest in (or pledge of) all or any portion of, such Conduit Purchaser’s respective rights under, interest in, title to at least 10 days advance written notice provided and obligations under this Agreement and the Related Documents to the Fundrespective collateral agent or trustee under the applicable Conduit Purchaser’s Commercial Paper program, in each case without the execution and delivery of an Assignment and Assumption Agreement, and Sections 9.7(a) and 9.7(c) shall not apply to any such pledge or grant of a security interest described in this clause (e); provided that no such pledge or grant of a security interest shall release any Owner from any of its obligations hereunder or substitute any such pledgee or grantee for such Owner as a party hereto.

Assignments and Participations. (a) The Fund shall Lender, in its capacity as Noteholder under the Security Agreement, hereby covenants and agrees that it will not have the right to sell, assign its rights hereunder or convey any interest herein in any of the Notes (except as provided in paragraph (b) below) without the prior written consent approval of the Capital Protection Provider. The Guarantor may Issuer not assign or otherwise transfer any of its rights or obligations hereunder without to be unreasonably withheld; provided that, no approval is necessary in the consent of the Fund except to the Agent or any Affiliate of the Agent which event that a Funding Termination Event has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that occurred and is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Advisercontinuing. (b) The Capital Protection Provider may Lender may, at any time, without consent of the Issuer, sell participations or assign to one or more banks Eligible Transferees (a “Participant”) participating interests in the commitment of the Lender to advance a Borrowing (or any portion thereof), and the other entities rights and interests of the Lender hereunder and under the other Transaction Documents. All other participations (i.e. other than to an Eligible Transferee) shall require the written consent of the Issuer and shall be subject to the following: (i) the Lender shall remain the Lender and sole Noteholder for all purposes of this Agreement and the other Transaction Documents and the Participant receiving the participating interest and the other rights and interests of the Lender hereunder shall not constitute a “Lender” or “Noteholder” hereunder or under the other Transaction Documents and the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible for the performance of such obligations, (iii) the Issuer and the Agent shall continue to deal solely and directly with the Lender in or to all or a portion of its connection with the Lender’s rights and obligations under this Agreement and the other Transaction Documents, (including, without limitation, all or a portion of iv) the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition Lender shall not alter transfer or affect in grant any way whatsoever participating interest under which the Capital Protection Provider’s direct obligations hereunderParticipant has the right to approve any amendment to, including or any consent or waiver with respect to, this Agreement or any other Transaction Document, and approval requirements; provided further, that the Capital Protection Provider provides the Trust with (v) all information reasonably requested amounts payable by the Trust in order to meet its disclosure obligations under Issuers hereunder shall be determined as if the Trust’s registration statement. (c) Lender had not sold such participation. The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case rights of any securitization or similar transaction, to Participant only shall be derivative through the Lender and no Participant shall have any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fund. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights under this Agreement to secure obligations of or the Capital Protection Provider, subject to at least 10 days advance written notice provided other Transaction Documents or any direct rights as to the FundIssuers, the Agent or the Collateral. The Participant shall have the right to participate directly in the making of decisions by the Lender and the other Participants among themselves.

Assignments and Participations. (a) The Fund provisions of this Agreement shall not have be binding upon and inure to the right to assign its rights hereunder or any interest herein without the prior written consent benefit of the Capital Protection Provider. The Guarantor parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Fund except to Lender, and (ii) the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider Lender may not assign or otherwise transfer any of its rights or obligations hereunder without to anyone other than an Eligible Assignee; provided, that the consent Lender shall provide notice of such assignment to the Borrower. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, or any participants to the extent provided in Section 12.1(b) hereof) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) The Lender shall have the right to grant participations in all or a portion of the Fund except Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Revolving Loans owing to any Affiliate it) to one or more other banking institutions (each such person a “Participant”), and such Participants shall be entitled to the benefits of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofthis Agreement, including, without limitation, pursuant Sections 2.10 and 2.11 hereof, to the same extent as if they were a merger, corporate reorganization or other transfer (direct party hereto; provided that (Ai) the Guarantor Lender’s obligations under this Agreement shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guarantyremain unchanged, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject Lender shall remain solely responsible to the accounting rules applicable to other parties hereto for the performance of such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) obligations and (Ciii) such assignment could not reasonably be expected the Borrower, shall continue to have a Material Adverse Effect deal solely and directly with respect to the Fund, Lender in connection with the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its Lender’s rights and obligations under this Agreement (includingAgreement, without limitationand provided further that no such Participant shall be entitled to receive payment hereunder of any amount greater than the amount which would have been payable had the Lender not granted a participation to such Participant, all or a portion unless the sale of the Fees owing participation to it); provided, that such Participant is made with the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever Borrower’s prior written consent. Upon the Capital Protection Providergrant of a participation of the Lender’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure rights and/or obligations under this Agreement, the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to Lender will promptly notify the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf Borrower of the Fund, provided that Participant and the proportionate amount granted under such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundparticipation. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights under this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fund.

Assignments and Participations. (a) The Fund shall not have the right Lender may from time to time assign its rights hereunder all or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any a portion of its rights or and obligations hereunder without under this Agreement and the consent of the Fund except Loan Documents to the Agent or (i) any Affiliate of the Agent Lender which has a long-term debt rating shareholder equity of at least $50,000,000; or deposit rating (ii) another Person, in each case, in respect of not less than clause (i) of this Section, prior to the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any continuance of its rights or obligations hereunder without Default, and in respect of clause (ii), prior to the continuance of an Event of Default, with the prior consent of the Fund except Borrowers which shall not be unreasonably withheld or delayed; provided, further, that the parties to any Affiliate of the Capital Protection Provider or any Person administered or managed each such assignment shall execute and deliver a completed Assignment and Acceptance, along with replacement Note executed and delivered by the Capital Protection Provider or any Affiliate thereof, including, without limitation, Borrowers. (b) Subject to acceptance and recording thereof pursuant to a mergerSection 11.05(e), corporate reorganization or other transfer (provided that (A) upon such execution and delivery, from and after the Guarantor shall guarantee the obligations of effective date specified in such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form Assignment and substance as the GuarantyAcceptance, (B) such Affiliate or Person (i) has net capital the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of more than $1,000,000,000 at the time of such assignmentLender hereunder, and (ii) assumes all of the Lender assignor thereunder shall, to the extent that any rights and obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. (c) Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this Section 6.01(a), subject to shall be treated for purposes of this Agreement as a sale by the accounting rules applicable to Lender of a participation in such Affiliate or Person (it being understood that such financial statement shall in any event be prepared rights and obligations in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in following paragraph of this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserSection. (bd) The Capital Protection Provider Lender may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement; provided, however, that (i) the Lender’s obligations under this Agreement shall remain unchanged, (includingii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, without limitation(iii) the Lender shall remain the holder of any such Note for all purposes of this Agreement, all or a portion and (iv) the Borrowers shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under and in respect of this Agreement and the other Loan Documents. Notwithstanding the terms of Section 3.03 of this Agreement, each participant of the Fees owing Lender shall be entitled to itthe additional compensation and other rights and protections afforded the Lender under Section 3.03 of this Agreement to the same extent as the Lender would have been entitled to receive them with respect to the participation sold to such participant. (e) The Borrowers shall maintain a register (the “Register”) on which they will record the Lender’s rights hereunder, and each assignment and acceptance and participation. The Register shall include the names and addresses of the Lender (including all assignees and successors); provided, however, that a Borrower shall not be required to record any transfer on the Capital Protection Provider agrees that Register of which it has not received notice, or does not have knowledge. Failure to make any such disposition recordation, or any error in such recordation shall not alter or affect the Borrower’s obligations in any way whatsoever respect of such rights. If the Capital Protection Provider’s direct obligations Lender sells a participation in its rights hereunder, including consent it shall provide the Borrowers, or maintain as agent of the Borrowers, the information described in this paragraph and approval requirements; provided further, that permit the Capital Protection Provider provides Borrowers to review such information as reasonably needed for the Trust Borrowers to comply with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statementthis Agreement or under any applicable law or governmental regulation or procedure. (cf) The Capital Protection Provider Subject to Section 11.19 of this Agreement, the Lender may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant oror proposed assignee or participant, in as the case of any securitization or similar transaction, to any investor or rating agencymay be, any information relating to the Fund any Borrower or any of its Affiliates Subsidiaries or to any aspect of the Loans that has been furnished to the Capital Protection Provider Lender by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case any Borrower or any of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundits Subsidiaries. (dg) The Capital Protection Provider Lender may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to secure obligations it and any Note held by it) (i) in favor of any Federal Reserve Bank in accordance with Regulation A of the Capital Protection Provider, subject to at least 10 days advance written notice provided to Board of Governors of the FundFederal Reserve System and any operating circular issued by such Federal Reserve Bank or (ii) in favor of any trustee in connection with loan collateralized debt arrangements. (h) No such assignment shall release the assigning Lender from its obligations hereunder.

Assignments and Participations. (a) The Fund This Agreement shall be binding upon and inure to the benefit of the Borrower and the Lenders and their respective successors and assigns, except that the Borrower may not have the right to assign any of its rights hereunder or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserLenders. (b) The Capital Protection Provider Any Lender may sell participations at any time grant to one or more banks or other entities institutions (each a "Participant") participating interests in its Revolving Credit Commitment or any or all of its Loans, in each case, in minimum amounts of the lesser of (x) the entire remaining amount of such Lender's Loans and Commitments or (y) five million dollars ($5,000,000); provided that no minimum amount shall be required in respect of -------- any participation in whole or in part, (i) to another Lender or (ii) to an Affiliate of any Lender. In the event of any such grant by a Lender of a participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement -------- may provide that such Lender will not agree to any modifications, amendments or waivers of this Agreement which require the consent of such Lender without the consent of the Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.03, 4.04 and 11.03 with respect to its participating interest; provided that all amounts payable to a Lender for the -------- account of a Participant under Sections 4.03, 4.04 and 11.03 shall be determined as if such Lender had not granted such participation to the Participant. An assignment or other transfer which is not permitted by Section 11.08(c) shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this Section 11.08(b). (c) With the written consent of the Borrower (which consent will not be unreasonably withheld or delayed) and the Administrative Agent, any Lender may assign to one or more banks or other institutions (each an "Assignee") all, or a portion part of its rights and obligations under this Agreement (includingand the Notes, without limitationin each case, all or a portion in minimum amounts of the Fees owing lesser of (x) the entire remaining amount of such Lender's Loans and Commitments or (y) five million dollars ($5,000,000), and such Assignee shall assume such rights and obligations, pursuant to it)an instrument executed by such Assignee and such transferor Lender which shall be substantially in the form of Exhibit H hereto; provided, provided that the Capital Protection Provider agrees that any such disposition written consent --------- -------- of the Borrower shall not alter be required in respect of any assignment in whole or affect in part, (i) to another Lender, (ii) to an Affiliate or Approved Fund of any way whatsoever the Capital Protection Provider’s direct obligations hereunderLender or (iii) to a Federal Reserve Bank or (iv) to any Person if an Event of Default under Sections 8.01(a), including consent (h) or (i) has occurred and approval requirementsis continuing; provided further, further that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment no minimum amount or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser Administrative Agent -------- ------- shall be required in respect of any assignment in whole or in part, (i) to another Lender, (ii) to an Affiliate or Approved Fund of any Lender or (iii) to a Federal Reserve Bank. Upon execution and delivery of such an instrument and upon notice to the Fund. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment Administrative Agent together with payment to the Administrative Agent of a security interest processing fee in all or any portion the amount of its rights under three thousand five hundred dollars ($3,500), such Assignee shall be a Lender party to this Agreement to secure and shall have all the rights and obligations of a Lender as set forth in such instrument of assumption, and the Capital Protection Providertransferor Lender shall be released from its obligations hereunder to a corresponding extent, subject and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to at least 10 days advance written notice provided to the Fund.this

Assignments and Participations. (a) The Fund shall not have the right Lender may assign to assign its rights hereunder one or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign more Persons all or otherwise transfer any a portion of its rights or and obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in under this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserLoan Agreement. (b) The Capital Protection Provider Lender may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it)Loan Agreement; provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided furtherhowever, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure (i) Lender’s obligations under this Loan Agreement shall remain unchanged, (ii) Lender shall remain solely responsible to the Trustother parties hereto for the performance of such obligations, (iii) Lender shall remain the holder of any Note for all purposes of this Loan Agreement and (iv) Borrower shall continue to deal solely and directly with Lender in connection with Lender’s registration statementrights and obligations under and in respect of this Loan Agreement and the other Loan Documents. (c) The Capital Protection Provider Lender may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 11.27, disclose to the assignee or participant oror proposed assignee or participant, in as the case of any securitization or similar transaction, to any investor or rating agencymay be, any information relating to the Fund Borrower or any of its Affiliates or to any aspect of the Loan that has been furnished to the Capital Protection Provider Lender by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case Borrower or any of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundits Affiliates. (d) The Capital Protection Provider may pledge Subject to Lender and the assignee entering into an assignment and acceptance and to the recording thereof pursuant to paragraph (e) of this Section 11.27, upon such assignment the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such assignment, have the rights and obligations of Lender under this Agreement. Any assignment or otherwise transfer its by Lender of rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights obligations under this Agreement to secure that does not comply with this Section 11.27 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (b) of this Section 11.27. (e) Lender (as agent for Borrower) shall maintain a register (the “Register”) for the recordation of the Capital Protection Providernames and addresses of Lender and any successors, subject assigns and Prticipants, and the principal amount of the Loan owing to at least 10 days advance written each such Lender and Participant from time to time. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of the Loan. Provided Lender (as agent for Borrower) maintains such Register and enters assignments by Lender of any obligations hereunder in the manner herein required, the entries in the Register shall be conclusive, in the absence of manifest error, and Borrower and Lender shall treat each Person whose name is recorded in the Register as the owner of the Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement, notwithstanding any notice provided to the Fundcontrary. Any assignment of any obligation hereunder shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by Borrower or Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignments and Participations. (a) The Fund None of the Sellers or Guarantor shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties or obligations under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor Buyer, and any attempt by a Seller to do so without such consent shall be null and void. (b) Buyer may not assign or otherwise transfer at any of its rights or obligations hereunder time, without the consent of the Fund except or notice to the Agent Sellers, sell participations to any Person (other than a natural person or the Sellers, Guarantor or any Affiliate of the Agent which has Sellers or Guarantor) (a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider “Participant”) in all or any Person administered or managed by portion of Buyer’s rights and/or obligations under the Capital Protection Provider or any Affiliate thereofRepurchase Documents; provided, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at Buyer’s obligations under the time Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to the Sellers for the performance of such assignmentobligations, and (iiiii) assumes all the Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the obligations Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the Capital Protection Provider hereunder, including without limitation, benefits of Article 12 to the obligation to provide audited financial statements same extent as if it had acquired its interest by assignment pursuant to Section 6.01(a17.08(c), subject but shall not be entitled to the accounting rules applicable receive any greater payment thereunder than Buyer would have been entitled to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect receive with respect to the Fundparticipation sold to such Participant, unless the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion sale of the Fees owing participation to itsuch Participant is made with the Sellers’ prior written consent. To the extent permitted by Requirements of Law, each Participant shall be entitled to the benefits of Sections 10.02(j) and 17.17 to the same extent as if it had acquired its interest by assignment pursuant to Section 17.08(c); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, in connection with any assignment without consent of the Sellers or participation, disclose Guarantor but upon notice to the assignee Sellers, sell and assign to any Eligible Assignee all or participant or, any portion of all of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the case form of any securitization or similar transactionExhibit C (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, (i) such Eligible Assignee shall be a Party and, to any investor or rating agencythe extent provided therein, any information relating have the rights and obligations of Buyer under the Repurchase Documents with respect to the Fund or any percentage and amount of its Affiliates furnished the Repurchase Price allocated to it, (ii) Buyer shall, to the Capital Protection Provider by or on behalf of the Fundextent provided therein, provided that be released from such information is subject to the confidentiality provisions contained in this Agreement obligations (and, in the case of any assignee an Assignment and Acceptance covering all or participant which is not an Affiliate the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Capital Protection Provider, Eligible Assignee and the prior written consent amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 17.08(c) shall be treated for purposes of the Adviser or the FundRepurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 17.08(b). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Sellers and Guarantor shall cooperate with Buyer in connection with any such sale and assignment of participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a security interest in manner adverse to the Sellers without the consent of the Sellers. (e) Buyer shall have the right to partially or completely syndicate and or all or any portion of its rights under this the Agreement and the other Repurchase Documents to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fundany Eligible Assignee.

Assignments and Participations. (a) The Fund shall not have None of the right to Credit Parties may, without the consent of the LC Agent, assign or delegate any of its respective rights hereunder or obligations under this Agreement or any interest herein without other Credit Document. Each LC Participant may, with the prior written consent of the Capital Protection Provider. The Guarantor may LC Agent and, provided that no Default or Event of Default shall have occurred and be continuing, (i) so long as the sum of the LC Issuer's Percentage Share of the Maximum Commitment, together with the maximum exposure of SCTSC under the Purchase Agreements, shall have been reduced to $200,000,000 or less, the consent of the Borrowers (acting through the Borrower Representative, which consent shall not assign be unreasonably withheld or otherwise transfer any of its rights or obligations hereunder delayed) and (ii) otherwise, upon consultation with the Borrowers, but without the consent of the Fund except to the Agent any other any Credit Party, assign any or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any all of its rights or and obligations hereunder without the consent of the Fund except under this Agreement to any Affiliate Eligible Assignee. The assigning LC Participant shall pay to the LC Agent an administration fee of $3,500 per assignment. 84 (b) Upon execution and delivery of any assignment permitted hereunder, from and after the Capital Protection Provider or any Person administered or managed by closing date specified in the Capital Protection Provider or any Affiliate thereofassignment, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment, have the rights and obligations as an LC Participant hereunder and (ii) the assignor LC Participant shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment covering all of such LC Participant's rights and obligations under this Agreement, such LC Participant shall cease to be a party hereto). (c) By executing and delivering an assignment, the assignor LC Participant and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such assignment, such LC Participant makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Credit Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto; (ii) such LC Participant makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, and such other Credit Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment; (iv) such assignee will, independently and without reliance upon such LC Participant and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and (v) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as an LC Participant. (d) Upon its receipt of an assignment executed by an LC Participant and an assignee, the LC Agent shall give prompt notice thereof to the Borrower Representative. (e) The LC Agent shall maintain a copy of each assignment delivered to it and a register for the recordation of the Capital Protection Provider hereundernames and addresses of each assignee and, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the FundLC Participants, the Capital Protection Provider, or principal amount owing to each LC Participant from time to time (the Guarantor"REGISTER"). Prior to any such assignment taking effectThe entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the conditions set forth Borrower Representative and each LC Participant may treat each person, corporation, partnership, limited liability company or other entity whose name is recorded in the Register as an LC Participant hereunder for the purposes of this Section 9.06(a) Agreement. The Register shall have been fulfilled be available for inspection by the applicable assignee Borrower Representative or waived by the Fund or the Adviserany LC Participant at any reasonable time and from time to time upon reasonable prior notice. (bf) The Capital Protection Provider Any LC Participant may sell participations to one or more banks or other entities Assignees in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it)Agreement; provided, that however, that (i) such LC Participant's obligations under this Agreement shall remain unchanged, (ii) such LC Participant shall remain solely responsible to the Capital Protection Provider agrees that any other parties hereto for the performance of such disposition obligations, (iii) the Borrower Representative shall not alter or affect continue to deal solely and directly with such LC Participant in connection with such LC Participant's rights and obligations under this Agreement and (iv) in any way whatsoever proceeding under any bankruptcy, insolvency or similar proceeding in respect of any Borrower or any other Credit Party, such LC Participant shall remain and be, to the Capital Protection Provider’s direct fullest extent permitted by law, the sole representative with respect to the rights and obligations hereunder, including consent and approval requirements; provided further, that held in the Capital Protection Provider provides name of such LC Participant (whether such rights or obligations are for such LC Participant's own account or for the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statementaccount of any participant). (cg) The Capital Protection Provider Each LC Participant may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor proposed assignee or rating agency, participant any information relating to the Fund Credit Parties or any of its their Affiliates furnished to the Capital Protection Provider such LC Participant by or on behalf of the FundCredit Parties, provided provided, that such information is subject assignees have agreed to be bound by the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the FundSection 14(q). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights under this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fund.

Assignments and Participations. (a) The Fund shall not have the right to assign its rights hereunder None of Guarantor, Pledgor, Seller or any interest herein of their respective Affiliates shall sell, assign or transfer any of their respective rights under the Repurchase Documents or the Repurchase Obligations or delegate any of their respective duties under this Agreement or any other Repurchase Document, in each case, without the prior written consent of the Capital Protection Provider. The Guarantor Buyer, and any attempt to do so without such consent shall be null and void. (b) Buyer may not assign or otherwise transfer at any of its rights or obligations hereunder time, without the consent of Seller, Pledgor, Guarantor or any of their respective Affiliates, sell participations to any Eligible Assignee (other than a natural person or Seller, Pledgor, Guarantor or any of their respective Affiliates) (a “Participant”) in all or any portion of Buyer’s rights and/or obligations under the Fund Repurchase Documents; provided that (x) if an Event of Default has occurred and is continuing, Buyer may sell participations to any Person at any time without consent, notice or restriction of any kind, other than the requirements set forth in clause (iv) below, and (y) so long as no Event of Default has occurred and is continuing: (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with ▇▇▇▇▇’s rights and obligations under the Repurchase Documents and (iv) each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.10. So long as no Event of Default has occurred and is continuing, no Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the Agent extent that the Repurchase Price or Price Differential of any Affiliate Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the Agent which has a long-term debt rating or deposit rating benefits of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer Article 12 (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person requirements and limitations therein, including the requirements under Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), provided that such financial statement Participant shall not be entitled to receive any greater payment under Section 12.04 or Section 12.06 than its participating Buyer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any event be prepared Requirements of Law or in accordance with U.S. GAAP the interpretation or application thereof by a Governmental Authority or compliance by Buyer or such Participant with a request or directive (whether or not having the force of law) from a central bank or other accounting principles allowed Governmental Authority having jurisdiction over Buyer or such Participant, in each case made or issued after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall also be entitled to the Commissionbenefits of Sections 10.02(i) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect 18.17 to the Fund, the Capital Protection Provider, or the Guarantorsame extent as if it had acquired its interest by assignment pursuant to Section 18.08(c). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, in connection without the consent of Seller, Pledgor or Guarantor but upon notice to Seller, sell and assign all or any portion of all of the rights and obligations of Buyer under the Repurchase Documents to any Eligible Assignee proposed by Buyer; provided that if an Event of Default has occurred and is continuing, Buyer may enter into any such sale and assignments with any Person at any time without consent, notice or restriction of any kind, and provided, further, that in the event of any assignment or participationby ▇▇▇▇▇ of less than the entire remaining rights of Buyer under the Repurchase Documents, disclose so long as no Event of Default has occurred, Buyer shall act as the point of contact for Seller. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit E (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, (i) each such assignee shall be a Party and, to the assignee or participant orextent provided therein, in have the case rights and obligations of any securitization or similar transactionBuyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to any investor or rating agency, any information relating to the Fund or any extent of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fundinterest so assigned, provided that be released from such information is subject to the confidentiality provisions contained in this Agreement obligations (and, in the case of any assignee an Assignment and Acceptance covering all or participant which is not an Affiliate the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Capital Protection Provider, related assignee and the prior written consent amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Adviser or the FundRepurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18.08(b). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Seller shall cooperate with Buyer in connection with any such sale and assignment of participations, syndications or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a security interest in manner adverse to Seller without the consent of Seller and shall be at no cost to Seller. (e) Buyer shall have the right to partially or completely syndicate any or all or any portion of its rights under this Agreement and the other Repurchase Documents to secure obligations any Eligible Assignee. (f) ▇▇▇▇▇, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the Capital Protection Providernames and addresses of the assignees that become Parties hereto and, subject with respect to at least 10 days advance written notice provided each such assignees, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the Fundterms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice. (g) If Buyer sells a participation of its rights hereunder, it shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register on which it enters the name and address of each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Repurchase Documents (the “Participant Register”); provided that no Party shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Repurchase Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the participating Party shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Assignments and Participations. (a) The Fund This Agreement shall not have bind and inure to the right to benefit of the respective successors and permitted assigns of each of the parties hereto; provided, however, that no Seller nor Servicer may assign any of its rights hereunder or under any interest herein Transaction Document without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserPurchaser. (b) The Capital Protection Provider may sell participations Purchaser shall have the right, without the consent of any Seller or Servicer, to one sell, assign, transfer, negotiate in all or more banks any part of, or other entities in any interest in, the Purchased Receivables and/or the Purchaser’s obligations, rights and benefits under any Transaction Document to any Eligible Assignee or to grant participations in all or a portion of its any part of, or any interest in, the Purchaser’s obligations, rights and obligations benefits under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statementTransaction Document. (c) The Capital Protection Provider mayPurchaser shall have the right, in connection with any assignment or participation, disclose to the assignee or participant or, in the case consent of any securitization Seller or similar transactionServicer (not to be unreasonably withheld or delayed), to any investor sell, assign, transfer or rating agency, any information relating to the Fund negotiate in all or any of its Affiliates furnished party of, or any interest in, the Purchased Receivables and/or the Purchaser’s obligations, rights and benefits under any Transaction Document to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which other Person who is not included under the Purchaser’s rights pursuant to Section 8(b) above, provided, that, such consent shall not be required upon the occurrence of a Servicer Replacement Event or an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser Insolvency Event with respect to any Seller or the FundServicer or any material breach by any Seller or Servicer hereunder or under any Transaction Document. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way Purchaser may, without the consent of pledge or assignment of the Seller, sell participations (each, a security interest “Participant”) in all or a portion of Purchaser's rights and/or obligations under the Transaction Documents (including all or a portion of Purchased Receivables); provided that (i) Purchaser's obligations under the Transaction Documents shall remain unchanged, (ii) Purchaser shall remain solely responsible to the other parties hereto for the performance of Purchaser's obligations hereunder, and (iii) Seller shall continue to deal solely and directly with Purchaser in connection with Purchaser's rights and/or obligations under the Transaction Documents. Any agreement or instrument pursuant to which the Purchaser sells such a participation shall provide that Purchaser shall retain the sole right to enforce the Transactions Documents and to approve any portion amendment, modification or waiver of any provision of the Transaction Documents; provided that such agreement or instrument may provide that the Purchaser will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the pricing, maturity, payment dates, principal amounts due, rights in respect of Purchased Receivables and Related Rights, and otherwise provisions which affect the material rights of the Participant. Notwithstanding the foregoing, following any Servicer Replacement Event or any material breach by any Seller or Servicer hereunder or under any Transaction Document, the Purchaser may sell, assign or participate any of its rights or interests hereunder or under this Agreement to secure obligations the Transaction Documents, without the consent of, or notice to, any Seller or the Company or any of the Capital Protection Provider, subject to at least 10 days advance written notice other restrictions provided to the Fundabove.

Assignments and Participations. (a) The Fund Seller shall not have the right to sell, assign or transfer any of its rights hereunder or any interest herein the Repurchase Obligations under this Agreement without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of Buyer in its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentdiscretion, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt by Seller to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of or notice to Seller, sell participations to any Person (other than a natural person or Seller or any Affiliate of Seller) (a “Participant”) in up to forty-nine percent (49%) (in the aggregate, in one or more banks or other entities in or to all or a portion transactions, including any assignments under Section 18.08(c)) of its Buyer’s rights and/or obligations under the Repurchase Documents; provided, that (i) Buyer’s obligations and Seller’s rights and obligations under this Agreement the Repurchase Documents shall remain unchanged, (includingii) Buyer shall remain solely responsible to Seller for the performance of such obligations, without limitation, all or a portion of the Fees owing and (iii) Seller shall continue to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect deal solely and directly with Buyer in any way whatsoever the Capital Protection Providerconnection with Buyer’s direct obligations hereunder, including consent rights and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statementRepurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), but shall not be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive with respect to the participation sold to such Participant. To the extent permitted by Requirements of Law, each Participant shall be entitled to the benefits of Sections 10.02(j) and 18.17 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c). (c) The Capital Protection Provider mayBuyer may at any time, upon notice to Seller, sell and assign to any Eligible Assignee up to forty-nine percent (49%) (in the aggregate, in one or more transactions, and including any participations under Section 18.08(b)) of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, (i) such Eligible Assignee shall be a Party and, to the extent provided therein, have the rights and obligations of Buyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided that Buyer shall remain solely responsible to Seller for the performance of Buyer’s obligations under the Repurchase Documents, (ii) Seller shall continue to deal solely and directly with Buyer in connection with any assignment or participationBuyer’s rights and obligations under the Repurchase Documents, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf and (iii) Buyer will give prompt written notice thereof (including identification of the Fund, provided Eligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that such information is subject to the confidentiality provisions contained in does not comply with this Agreement and, in the case of any assignee or participant which is not an Affiliate Section 18.08(c) shall be treated for purposes of the Capital Protection Provider, the prior written consent Repurchase Documents as a sale by such Buyer of the Adviser or the Funda participation in such rights and obligations in accordance with Section 18.08(b). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Seller shall cooperate with Buyer in connection with any such sale and assignment of a security interest in all participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any portion of its rights under this Agreement to secure obligations such sale or assignment; provided, that none of the Capital Protection Provider, subject foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to at least 10 days advance written notice provided to Seller without the Fundconsent of Seller in its discretion.

Assignments and Participations. (a) Each Funding Agent, each of the Conduit Purchasers and the Committed Purchasers and their respective assignees may assign without any prior written consent, in whole or in part, its interest in the Transferred Assets and rights and obligations hereunder to any Permitted Transferee. To effectuate an assignment hereunder, both the assignee and the assignor (including, as appropriate, the Conduit Purchaser, its Committed Purchaser(s) and its Funding Agent) will be required to execute and deliver to the Transferor, the Servicer and the Administrative Agent an Assignment and Assumption Agreement. Following any assignment in accordance with the foregoing criteria, the Ownership Group Percentage and Ownership Group Purchase Limit of each Ownership Group hereunder (after giving effect to the assignment) will be adjusted to such extent as may be necessary to reflect such assignment (and Schedule I hereto shall be deemed to be amended accordingly). Notwithstanding the foregoing, the applicable Conduit Support Documents shall govern the ability of (i) a Conduit Purchaser to assign, participate, or otherwise transfer any portion of the Transferred Assets (and the rights and obligations hereunder owned by it) to its Conduit Support Providers and (ii) a Conduit Support Provider to assign, participate, or otherwise transfer any portion of the Transferred Assets (and the rights and obligations hereunder) owned by such Conduit Support Provider. The Fund shall not have Transferor and the right Servicer hereby agree and consent to the complete assignment by the applicable Owners of all of, or the grant of a security interest in (or pledge of) all or any portion of, their respective rights under, interest in, title to and obligations under this Agreement and the Related Documents to the respective collateral agent or trustee 736942168 19632398738387080 under the applicable Conduit Purchaser’s Commercial Paper program, in each case without the execution and delivery of an Assignment and Assumption Agreement. (b) None of the Transferor, ▇▇▇▇▇ or the Servicer may assign its rights or obligations hereunder or any interest herein without the prior written consent of all Funding Agents. (c) Any Owner may, in the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any ordinary course of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form business and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fundapplicable law, the Capital Protection Provider, or the Guarantor). Prior to at any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may time sell participations to one or more banks or other entities Persons who is a Permitted Transferee (each, a “Participant”) participating interests in or to all or a portion of its rights and obligations hereunder. Notwithstanding any such sale by an Owner of participating interests to a Participant, (i) such Owner’s rights and obligations under this Agreement shall remain unchanged, (includingii) such Owner shall remain solely responsible for the performance hereof and thereof, without limitationand (iii) the Transferor, all the Servicer, the Administrative Agent, each other Owner and the Funding Agents shall continue to deal solely and directly with such Owner in connection with such Owner’s rights and obligations under this Agreement. Each Owner agrees that any agreement between such Owner and any such Participant in respect of such participating interest shall not restrict or a portion condition such Owner’s right to agree to any amendment, supplement, waiver or modification of this Agreement. The Transferor and the Fees owing Servicer agree that each Participant shall be entitled to it)the benefits of Article VIII as though they were Owners; provided, that all such amounts payable by the Capital Protection Provider agrees that Transferor or the Servicer to any such disposition Participant shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose be limited to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating amounts which would have been payable to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that Owner selling such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is participating interest had such interest not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundbeen sold. (d) The Capital Protection Provider Any Owner may at any time pledge or otherwise transfer its rights hereunder by way of pledge or assignment of grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest on its Net Investment) under this Agreement and the Related Documents to secure obligations of such Owner to a Federal Reserve Bank, the Capital Protection ProviderU.S. Treasury, subject the Federal Deposit Insurance Corporation or the central bank of any nation or other political body in which it is domiciled or located, and any Conduit Purchaser may assign all of, or the grant of a security interest in (or pledge of) all or any portion of, such Conduit Purchaser’s respective rights under, interest in, title to at least 10 days advance written notice provided and obligations under this Agreement and the Related Documents to the Fundrespective collateral agent or trustee under the applicable Conduit Purchaser’s Commercial Paper program, in each case without the execution and delivery of an Assignment and Assumption Agreement, and Sections 9.7(a) and 9.7(c) shall not apply to any such pledge or grant of a security interest described in this clause (e); provided that no such pledge or grant of a security interest shall release any Owner from any of its obligations hereunder or substitute any such pledgee or grantee for such Owner as a party hereto.

Assignments and Participations. (a) The Fund Subject to the approval of the Borrowers, which approval shall not have the right be unreasonably withheld (provided that such approval shall not be required with respect to assign its rights hereunder or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except an assignment to any Affiliate of a Lender, any sale, assignment or transfer pursuant to Section 11.05(f), or if any Event of Default shall have occurred and is continuing) each Lender may assign and delegate to one or more Persons all or a portion of its rights and obligations under this Loan Agreement; provided, further, that none of the Capital Protection Provider or any Person administered or managed costs incurred by the Capital Protection Provider assigning Lender or any Affiliate thereofits assignee in connection therewith shall be borne by the Borrowers and the parties to each such assignment shall execute and deliver an Assignment and Acceptance substantially in the form of Exhibit I, includingwith appropriate completions (an “Assignment and Acceptance”), without limitationalong with replacement Notes executed and delivered by the Borrowers. (b) Upon such execution and delivery, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to it pursuant to a mergersuch Assignment and Acceptance, corporate reorganization or other transfer (provided that (A) have the Guarantor shall guarantee the rights and obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentLender hereunder, and (ii) assumes all of the Lender assignor thereunder shall, to the extent that any rights and obligations of hereunder have been assigned and delegated by it, and accepted and assumed by the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements assignee pursuant to Section 6.01(a)such Assignment and Acceptance, subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event relinquish its rights and be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in released from its obligations under this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserLoan Agreement. (bc) The Capital Protection Provider Any Lender may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it)Loan Agreement; provided, however, that (i) such Lender’s obligations under this Loan Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the Capital Protection Provider agrees that other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such disposition shall not alter or affect Note for all purposes of this Loan Agreement; and (iv) the Borrowers shall, to the extent otherwise required by this Loan Agreement, continue to deal solely and directly with such Lender in any way whatsoever the Capital Protection Providerconnection with such Lender’s direct obligations hereunder, including consent rights and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under and in respect of this Loan Agreement and the Trust’s registration statementother Loan Documents. Notwithstanding the terms of Section 3.03, each participant of a Lender shall be entitled to the additional compensation and other rights and protections afforded such Lender under Section 3.03 to the same extent as such Lender would have been entitled to receive them with respect to the participation sold to such participant. (cd) The Capital Protection Provider Any Lender may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 11.05, disclose to the assignee or participant oror proposed assignee or participant, in as the case of any securitization or similar transaction, to any investor or rating agencymay be, any information relating to the Fund Borrowers or any of its Affiliates their Subsidiaries or to any aspect of the Loans that has been furnished to the Capital Protection Provider such Lender by or on behalf of the Fund, Borrowers or any of their Subsidiaries; provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which agrees to hold such information confidential pursuant to a written agreement substantially similar to the existing agreement between the Lenders and the Borrowers and provided that such proposed assignee or participant is not an Affiliate a competitor of the Capital Protection Provider, the prior written consent of the Adviser or the Fundany Borrower. (de) The Capital Protection Provider Any Lender may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of at any time create a security interest in all or any portion of its rights under this Loan Agreement (including, without limitation, the Loans owing to secure obligations it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Capital Protection ProviderBoard of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (f) Notwithstanding anything in this Loan Agreement or any other Loan Document to the contrary, subject to at least 10 days advance upon the occurrence of any liquidation event under Concord’s commercial paper and extendible note program, and upon written notice provided thereof to the FundBorrowers, Concord may, without any consent or approval of any Borrower, sell, assign or otherwise transfer to any other Person (a “Transferee”), and each Borrower shall cooperate and assist promptly in effecting any such sale, assignment or transfer, all or a portion of Concord’s rights and obligations under this Loan Agreement, its Note and the other Loan Documents, together with any other agreements, instruments and documents executed and delivered pursuant hereto or thereto, and, as of 1:00 p.m. on the date of any such sale, assignment or transfer, the Transferee shall succeed to and assume all such rights and obligations and Concord shall no longer have any such rights or obligations.

Assignments and Participations. (a) The Fund Without limiting Lender’s rights pursuant to Section 9.1, no Lender shall not have the right to assign assign, transfer, sell, pledge or hypothecate all or any portion of its rights hereunder or obligations in and to the Loan to any interest herein other Person: (i) without the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed and shall not be required if the Capital Protection Provider. The Guarantor may Assignee is an Eligible Assignee; (ii) such transaction shall be an assignment of a constant and not assign or otherwise transfer a varying Ratable Share of such Lender’s interest in the Loan; (iii) [intentionally omitted]; (iv) [intentionally omitted]; (v) in no event shall the transferee be the Borrower, Guarantor, any of its rights or obligations hereunder without the consent of the Fund except to the Agent mezzanine lender or any Affiliate of the Agent foregoing; and (vi) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording in the Agent’s register, Agent’s form of Assignment and Acceptance Agreement (each, an “Assignment and Acceptance”), together with a processing and registration fee of $2,500, which has a long-term debt rating or deposit rating of not less fee shall cover Agent’s cost in connection with the assignments under this Agreement. In addition, the assigning Lender (other than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (Ainitial Lender named herein) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same pay Agent’s counsel’s fees and expenses in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of connection with such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider Each of the Lenders may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion the consent of the Fees owing to it)any Person; provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided furtherhowever, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure (i) such Lender’s obligations under this Agreement and the Trustother Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of its obligations, (iii) such Lender shall remain the holder of its Note for all purposes of this Agreement, (iv) Agent and the other Lenders shall continue to deal solely and directly with Lender in connection with Lender’s registration statementrights and obligations under and in respect of this Agreement and the other Loan Documents and (v) in no event may any Lender sell a participation in the Loan to Borrower, Guarantor or an Affiliate of Borrower or Guarantor. (c) The Capital Protection Provider Agent and Lenders may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 11.27, disclose to the assignee or participant orParticipant or proposed assignee or participant, in as the case of any securitization or similar transaction, to any investor or rating agencymay be, any information relating to the Fund Borrower or any of its Affiliates or to any aspect of the Loan that has been furnished to the Capital Protection Provider Agent or Lenders by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case Borrower or any of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundits Affiliates. (d) The Capital Protection Provider may pledge or otherwise transfer its Subject to acceptance and recording thereof pursuant to clause (e) of this Section 11.27, upon such assignment the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such assignment, have the rights hereunder by way of pledge or assignment and obligations of a security interest in all Lender under this Agreement. Any assignment or any portion transfer by a Lender of its rights or obligations under this Agreement that does not comply with this Section 11.27 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (b) of this Section 11.27. (e) Upon Agent’s request, any assignment or participation pursuant to secure obligations this Section 11.27, at the request of Agent or any Lender, Borrower shall (i) appoint, as its agent, a registrar and transfer agent (the Capital Protection Provider“Agent’s Register”) reasonably acceptable to Agent which shall maintain, subject to at least 10 days advance written notice provided such reasonable regulations as it shall provide, such books and records as are necessary for the registration and transfer of the Note in a manner that shall cause the Note to be considered to be in registered form for purposes of Section 163(f) of the Code, and (ii) otherwise cooperate with Agent in order to cause the Note to be in registered form pursuant to Section 163(f) of the Code. The option to convert the Note into registered form once exercised may not be revoked. Any agreement setting out the rights and obligation of the Agent’s Register shall be subject to the Fundreasonable approval of Agent. Borrower may revoke the appointment of any particular person as Agent’s Register, effective upon the effectiveness of the appointment of a replacement Agent Register, reasonably acceptable to Agent. The Agent’s Register shall not be entitled to any fee from Borrower, Lender or Agent or any other lender in respect of transfers of the Note and other Loan Documents.

Assignments and Participations. (a) The Fund shall not have the right Buyer may assign to assign one or more Persons all or a portion of its rights hereunder or and obligations under this Repurchase Agreement; provided, however, that the parties to each such assignment shall execute and deliver an Assignment and Acceptance substantially in the form of Exhibit J, with appropriate completions (an “Assignment and Acceptance”); provided further, that, any interest herein without assignment by the Buyer to any Person that is not an Affiliate of the Buyer shall be subject to the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without Seller. (b) Upon such execution and delivery, from and after the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofeffective date specified in such Assignment and Acceptance, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of more than $1,000,000,000 at the time of such assignmentBuyer hereunder, and (ii) assumes all of the Buyer assignor thereunder shall, to the extent that any rights and obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements hereunder have been assigned by it pursuant to Section 6.01(a)such Assignment and Acceptance, subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event relinquish its rights and be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in released from its obligations under this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserRepurchase Agreement. (bc) The Capital Protection Provider Buyer may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it)Repurchase Agreement; provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided furtherhowever, that (i) the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) the TrustBuyer shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s registration statementrights and obligations under and in respect of this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Section 3.03, each participant of the Buyer shall be entitled to the additional compensation and other rights and protections afforded the Buyer under Section 3.03 to the same extent as the Buyer would have been entitled to receive them with respect to the participation sold to such participant. (cd) The Capital Protection Provider Buyer may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 13.10, disclose to the assignee or participant oror proposed assignee or participant, in as the case of any securitization or similar transaction, to any investor or rating agencymay be, any information relating to the Fund Seller or any of its Affiliates Subsidiaries or to any aspect of the Transactions that has been furnished to the Capital Protection Provider Buyer by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case Seller or any of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundits Subsidiaries. (de) The Capital Protection Provider Buyer may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of at any time create a security interest in all or any portion of its rights under this Repurchase Agreement (including, without limitation, the Repurchase Obligations owing to secure it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning the Buyer from its obligations hereunder. (f) Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, without the consent of any Person, the Buyer may assign all or any portion of its rights and obligations hereunder to any Person, provided that upon the effective date of such assignment such Person shall become a party hereto and the Buyer hereunder and shall be (A) entitled to all the rights, benefits and privileges accorded the Buyer under the Repurchase Documents, and (B) subject to all the duties and obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to Buyer under the FundRepurchase Documents.

Assignments and Participations. (a) The Fund Borrower and each Committed Lender hereby agree and consent to the complete or partial assignment by each CP Lender of all or any portion of its rights under, interest in, title to and obligations under this Agreement (i) to its Liquidity Banks pursuant to a Liquidity Agreement, (ii) (A) to any other issuer of commercial paper notes sponsored or administered by the Managing Agent of such CP Lender’s Lender Group or (B) to any Lender or any Affiliate of a Lender hereunder, or (iii) to any other Person; provided that, prior to the occurrence of an Event of Default, such CP Lender may not make any such assignment pursuant to this clause (iii), except in the event that the circumstances described in Section 11.1(c) occur, without the consent of the Borrower (which consent shall not be unreasonably withheld or delayed). Upon such assignment, such CP Lender shall be released from its obligations so assigned. Further, Borrower and each Committed Lender hereby agree that any assignee of any CP Lender of this Agreement or all or any of the outstanding Loans of such CP Lender shall have all of the rights and benefits under this Agreement as if the term “CP Lender” explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of such CP Lender hereunder. None of the Borrower or the Servicer shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in under this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserAgreement. (b) The Capital Protection Provider Any Committed Lender may sell participations at any time and from time to time assign to one or more banks or other entities in or to Persons (“Purchasing Committed Lenders”) all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit C hereto (including, without limitation, all or a portion the “Assignment and Acceptance”) executed by such Purchasing Committed Lender and such selling Committed Lender. The consent of the Fees owing CP Lender or CP Lenders in such Committed Lender’s Lender Group shall be required prior to it); provided, that the Capital Protection Provider agrees that effectiveness of any such disposition assignment. In addition, so long as no Event of Default or Default has occurred and is continuing at such time, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall not alter or affect in be required prior to the effectiveness of any way whatsoever such assignment. Each assignee of a Committed Lender must be an Eligible Assignee and must agree to deliver to the Capital Protection Provider’s direct obligations hereunderAdministrative Agent, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested promptly following any request therefor by the Trust Managing Agent for its Lender Group or the affected CP Lender or CP Lenders, an enforceability opinion in order form and substance satisfactory to meet such Managing Agent and such CP Lender or CP Lenders. Upon delivery of the executed Assignment and Acceptance to the Administrative Agent, such selling Committed Lender shall be released from its disclosure obligations hereunder to the extent of such assignment. Thereafter the Purchasing Committed Lender shall for all purposes be a Committed Lender party to this Agreement and shall have all the rights and obligations of a Committed Lender under this Agreement to the Trust’s registration statementsame extent as if it were an original party hereto and no further consent or action by Borrower, the Lenders or the Administrative Agent shall be required. (c) Each of the Committed Lenders agrees that in the event that it shall cease to have the Required Ratings (an “Affected Committed Lender”), such Affected Committed Lender shall be obliged, at the request of the CP Lenders in such Committed Lender’s Lender Group or the applicable Managing Agent, to assign all of its rights and obligations hereunder to (x) another Committed Lender or (y) another funding entity nominated by such Managing Agent and acceptable to such affected CP Lenders, and willing to participate in this Agreement through the Maturity Date in the place of such Affected Committed Lender; provided that the Affected Committed Lender receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Committed Lender’s Pro Rata Share of the outstanding Loans and Interest owing to the Committed Lenders and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the outstanding Loans of the Committed Lenders. (d) By executing and delivering an Assignment and Acceptance, the Purchasing Committed Lender thereunder and the selling Committed Lender thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such selling Committed Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such selling Committed Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the related CP Lender or the performance or observance by such CP Lender of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such Purchasing Committed Lender confirms that it has received a copy of this Agreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Purchasing Committed Lender will, independently and without reliance upon the Administrative Agent or any Managing Agent, the selling Committed Lender or any other Committed Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Purchasing Committed Lender and such selling Committed Lender confirm that such Purchasing Committed Lender is an Eligible Assignee; (vi) such Purchasing Committed Lender appoints and authorizes each of the Administrative Agent and the applicable Managing Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such Purchasing Committed Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Committed Lender. (e) The Capital Protection Provider Administrative Agent shall maintain at its address referred to herein a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Committed Lenders and the Commitment of, and principal amount of, each Loan owned by each Committed Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Lenders, the Borrower and the Managing Agents may treat each Person whose name is recorded in the Register as a Committed Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Lenders, any Managing Agent or the Borrower at any reasonable time and from time to time upon reasonable prior notice. (f) Subject to the provisions of this Section 11.1, upon their receipt of an Assignment and Acceptance executed by an selling Committed Lender and an Purchasing Committed Lender, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, accept such Assignment and Acceptance, and the Administrative Agent shall then (i) record the information contained therein in the Register and (ii) give prompt notice thereof to each Managing Agent. (g) Any Committed Lender may, in the ordinary course of its business at any time sell to one or more Persons (each a “Participant”) participating interests in its Pro-Rata Share of the Loans of the Committed Lenders or any other interest of such Committed Lender hereunder. Notwithstanding any such sale by a Committed Lender of a participating interest to a Participant, such Committed Lender’s rights and obligations under this Agreement shall remain unchanged, such Committed Lender shall remain solely responsible for the performance of its obligations hereunder, and the Borrower, the CP Lenders, the Managing Agents and the Administrative Agent shall continue to deal solely and directly with such Committed Lender in connection with such Committed Lender’s rights and obligations under this Agreement. Each Committed Lender agrees that any agreement between such Committed Lender and any such Participant in respect of such participating interest shall not restrict such Committed Lender’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification set forth in Section 12.1 of this Agreement. (h) Each Committed Lender may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 11.1, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor proposed assignee or rating agency, participant any information relating to the Fund Borrower, the Servicer or any of its Affiliates the Originator furnished to the Capital Protection Provider such Committed Lender by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection ProviderBorrower, the prior written consent of the Adviser Servicer or the FundOriginator. (di) The Capital Protection Provider may pledge Nothing herein shall prohibit any Committed Lender from pledging or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or assigning as collateral any portion of its rights under this Agreement to secure any Federal Reserve Bank in accordance with Applicable Law and any such pledge or collateral assignment may be made without compliance with Section 11.1(a) or Section 11.1(b). (j) In the event any Committed Lender causes increased costs, expenses or taxes to be incurred by the Administrative Agent, Managing Agents or the related CP Lender in connection with the assignment or participation of such Committed Lender’s rights and obligations under this Agreement to an Eligible Assignee then such Committed Lender agrees that it will make reasonable efforts to assign such increased costs, expenses or taxes to such Eligible Assignee in accordance with the provisions of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fundthis Agreement.

Assignments and Participations. (a) The Fund Each Seller shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection ProviderBuyer, and any attempt by a Seller to do so without such consent shall be null and void. The Guarantor Buyer may not assign or otherwise transfer at any of its rights or obligations hereunder time, without the consent of or notice to any Seller, sell participations to any Person (other than a natural person or Seller or Guarantor) (a “Participant”) in all or any portion of Buyer’s rights and/or obligations under the Fund Repurchase Documents; provided, that (i) Buyer’s obligations and each Seller’s rights and obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Sellers for the performance of such obligations, and (iii) Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the Agent extent that the Repurchase Price or Price Differential of any Affiliate Purchased Asset would be reduced or the - 100- Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the Agent which has a long-term debt rating or deposit rating benefits of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except Article 12 to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance extent as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements if it had acquired its interest by assignment pursuant to Section 6.01(a18.08(b), ; so long as such Participant agrees to be subject to Section 12.07 as if it were an Eligible Assignee. To the accounting rules applicable extent permitted by Requirements of Law, each Participant shall be entitled to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commissionbenefits of Sections 10.02(j) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect 18.17 to the Fund, the Capital Protection Provider, or the Guarantorsame extent as if it had acquired its interest by assignment pursuant to Section 18.08(b). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider Buyer may at any time, without consent of any Seller or Guarantor but upon notice to Sellers, sell participations and assign to one or more banks or other entities in or to any Eligible Assignee all or a any portion of its all of the rights and obligations of Buyer under this Agreement the Repurchase Documents and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall act as agent for the Eligible Assignee. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (includingan “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, without limitation(i) such Eligible Assignee shall be a Party and, all or a portion to the extent provided therein, have the rights and obligations of Buyer under the Repurchase Documents with respect to the percentage and amount of the Fees owing Repurchase Price allocated to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder(ii) Buyer shall, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant orextent provided therein, in the case if such Assignment and Acceptance is executed after an Event of any securitization or similar transactionDefault, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that be released from such information is subject to the confidentiality provisions contained in this Agreement obligations (and, in the case of any assignee an Assignment and Acceptance covering all or participant the remaining portion of Buyer’s obligations under this Agreement, Buyer shall cease to be a Party hereto), provided that (A) at all times prior to an Event of Default, Buyer shall remain solely responsible to Sellers for the performance of such obligations and (B) Buyer shall remain solely responsible for all claims which is not are based on events which occurred prior to the date of such Assignment and Acceptance, (iii) at all times prior to an Affiliate Event of Default, Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, (iv) the obligations of Buyer shall be deemed to be so reduced, and (v) Buyer will give prompt written notice thereof (including identification of the Capital Protection ProviderEligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(b) shall be treated for purposes of the Repurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18.08(a). Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing, Buyer shall not assign, syndicate and/or participate any of its rights to any competitor of a Seller described on the attached Exhibit I hereto. (c) Each Seller shall cooperate with Buyer in connection with any such sale and assignment of participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the prior written Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to a Seller without the consent of the Adviser or the Fundsuch Seller. (d) The Capital Protection Provider may pledge Buyer shall have the right to partially or otherwise transfer completely syndicate and or all of its rights hereunder under the Agreement and the other Repurchase Documents to any Eligible Assignee. (e) Each Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Eligible Assignees that become Parties hereto and, with respect to each such Eligible Assignee, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by way the Parties at any reasonable time and from time to time upon reasonable prior notice. (f) If Buyer sells a participation of pledge or assignment its rights hereunder, it shall, acting solely for this purpose as a non-fiduciary agent of the applicable Seller, maintain a security register on which it enters the name and address of each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Repurchase Documents (the “Participant Register”); provided that no Party shall have any obligation to disclose all or any portion of its rights the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Repurchase Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the participating Party shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notwithstanding any notice provided to the Fundcontrary.

Assignments and Participations. (a) The Fund provisions of this Agreement shall not have be binding upon and inure to the right to assign its rights hereunder or any interest herein without the prior written consent benefit of the Capital Protection Provider. The Guarantor parties hereto and their respective successors and assigns, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all Lenders. (b) Any Lender may at any time grant to one or more lenders or other institutions (each a “Participant”) participating interests in its Commitment or any or all of its A Advances. In the event of any such grant by a Lender of a participating interest to a Participant, whether or not upon notice to the Borrower and the Agent, such Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement, provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement described in clause (c) or (d) or (g) of Section 8.01 without the consent of the Fund except Participant. The Borrower agrees that each Participant shall, to the Agent or any Affiliate extent provided in its participation agreement, be entitled to the benefits of the Agent which has a long-term debt rating or deposit rating of not less than the GuarantorArticle VII with respect to its participating interest. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization An assignment or other transfer which is not permitted by subsection (provided that c) or (Ad) below shall be given effect for purposes of this Agreement only to the Guarantor shall guarantee the obligations extent of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same participating interest granted in form and substance as the Guaranty, accordance with this subsection (Bb). (c) such Affiliate or Person (i) has net capital of more than $1,000,000,000 Any Lender may at the time of such assignmentany time, and (ii) assumes all of so long as no Default shall have occurred and be continuing, if demanded by the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements Borrower pursuant to Section 6.01(a), subject to the accounting rules applicable 2.20 upon at least five Business Days’ notice to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by Lender and the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the FundAgent will, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations assign to one or more banks Eligible Assignees (each an “Assignee”) all, or other entities a proportionate part (such portion to be in or an amount equal to all of such Lender’s Commitment or a portion equal to or greater than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless otherwise agreed to by the Borrower and the Agent) of all, of its rights and obligations under this Agreement and the other Loan Documents, and such Assignee shall assume such rights and obligations, pursuant to an assignment and acceptance in substantially the form of Exhibit C hereto (includingan “Assignment and Acceptance”) executed by such Assignee and such transferor Lender, without limitationwith (and subject to) the subscribed consent of the Borrower, each LC Bank and the Agent, such consents not to be unreasonably withheld or delayed, provided that if an Assignee is a Lender Affiliate of such transferor Lender or another Lender, neither the Borrower’s nor the Agent’s consent shall be required and, if any Event of Default shall have occurred and be continuing, the Borrower’s consent shall not be required, and provided further that such assignment may, but need not, include rights of the transferor Lender in respect of outstanding B Advances. Notwithstanding the foregoing, no assigning Lender shall, after giving effect to any such assignment, and as determined on the effective date of the Assignment and Acceptance with respect thereto, retain a Commitment hereunder of less than $5,000,000 (unless otherwise agreed to by the Borrower and the Agent). Upon execution of an Assignment and Acceptance and the payment of a nonrefundable assignment fee of $3,500 in immediately available funds to the Agent in connection with each such assignment, written notice thereof by such transferor Lender to the Agent and the recording by the Agent of such assignment in the register (the “Register”) maintained by the Agent and the resulting effect upon the Advances of the assigning Lender and the Assignee, the Assignee shall have, to the extent of such assignment, the same rights and benefits as it would have if it were a Lender hereunder and the holder of a Note (provided that the Borrower and the Agent shall be entitled to continue to deal solely and directly with the assignor Lender in connection with the interests so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by the assignor Lender and the Assignee) and, if the Assignee has expressly assumed, for the benefit of the Borrower, some or all of the transferor Lender’s obligations hereunder, such transferor Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the date it becomes a Lender under this Agreement, deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.18. Each Assignee shall take such Advances and Commitment subject to the provisions of this Agreement and to any request made, waiver or consent given or other action taken hereunder, prior to the receipt by the Agent and the Borrower of written notice of such transfer, by each previous holder of such Advances and Commitment. Such Assignment and Acceptance shall be deemed to amend this Agreement and Schedule I hereto, to the extent, and only to the extent, necessary to reflect the addition of such Assignee as a Lender and the resulting adjustment of all or a portion of the Fees owing rights and obligations of such transferor Lender under this Agreement, the determination of its Percentage (in each case, rounded to ittwelve decimal places); provided, that the Capital Protection Provider agrees that Advances and any new Notes to be issued, at the Borrower’s expense, to such disposition shall not alter Assignee, and no further consent or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested action by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser Borrower or the FundLenders shall be required to effect such amendments. (d) The Capital Protection Provider Notwithstanding any other provision set forth in this Agreement, any Lender may at any time pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in assign all or any portion of its rights under this Agreement and the other documents executed and delivered in connection herewith (including, without limitation, the Note held by it) to secure obligations of such Lender, including any pledge or assignment to secure obligations to any Federal Reserve Bank in accordance with Regulation A of the Capital Protection ProviderFederal Reserve Board without notice to, subject or the consent of, the Borrower or the Agent and this Section shall not apply to at least 10 days advance written notice any such pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (e) No Assignee, Participant or other transferee of any Lender’s rights shall be entitled to receive any greater payment under Section 2.14 than such Lender would have been entitled to receive with respect to the Fundrights transferred, unless such transfer is made with the Borrower’s prior written consent or by reason of the provisions of Section 2.14 or 2.15 requiring such Lender to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist. (f) Notwithstanding anything to the contrary contained herein, any Lender (a “Designating Lender”): (i) may grant to one or more special purpose funding vehicles (each, an “SPV”), identified as such in writing from time to time by the Designating Lender to the Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement, provided that (A) nothing herein shall constitute a commitment by any SPV to make any Advance; (B) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Designating Lender shall be obligated to make such Advance pursuant to the terms hereof and (C) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Advance were made by such Designating Lender. (ii) As to any Advances or portion thereof made by it, each SPV shall have all the rights that a Lender making such Advances or portion thereof would have had under this Agreement, provided, however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Agreement and any other Loan Documents and to exercise on such SPV’s behalf, all of such SPV’s voting rights under this Agreement. No Note shall be required to evidence the Advances or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note (if such Note is requested by the Designated Lender under this Agreement) as agent for such SPV to the extent of the Advances or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 8.07(f) or otherwise in this Agreement, any SPV may (A) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Advances to the Designating Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Advances and (B) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 8.07(f) may not be amended without the written consent of any Designating Lender affected thereby.

Assignments and Participations. (a) The Fund Seller shall not have the right to sell, assign or transfer any of its rights hereunder or any interest herein the Repurchase Obligations under this Agreement without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of Buyer in its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentdiscretion, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt by Seller to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of or notice to Seller, sell participations to one any Person (other than a natural person or more banks Seller or other entities any Affiliate of Seller) (a “Participant”) in or to all or a any portion of its Buyer’s rights and/or obligations under the Repurchase Documents; provided, that (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, and (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement (includingthe Repurchase Documents. No Participant shall have any right to approve any amendment, without limitationwaiver or consent with respect to any Repurchase Document, all except to the extent that the Repurchase Price or a portion Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), but shall not be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the Fees owing participation to itsuch Participant is made with Seller’s prior written consent. To the extent permitted by Requirements of Law, each Participant shall be entitled to the benefits of Sections 10.02(j) and 18.17 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, upon notice to Seller, sell and assign to any Eligible Assignee all or any portion of all of the rights and obligations of Buyer under the Repurchase Documents; provided that, so long as no Event of Default has occurred and is continuing, Buyer shall give Seller no less than thirty (30) calendar days prior notice of any sale or assignment to any Eligible Assignee which is not an Affiliate of Buyer and has not previously been consented to by Seller. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in connection with any assignment or participationthe form of Exhibit F (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, disclose (i) such Eligible Assignee shall be a Party and, to the assignee or participant orextent provided therein, in have the case rights and obligations of any securitization or similar transactionBuyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to any investor or rating agencythe extent provided therein, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that be released from such information is subject to the confidentiality provisions contained in this Agreement obligations (and, in the case of any assignee an Assignment and Acceptance covering all or participant which is not an Affiliate the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Capital Protection Provider, Eligible Assignee and the prior written consent amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Adviser or the FundRepurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18.08(b). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Seller shall cooperate with Buyer in connection with any such sale and assignment of a security interest in all participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any portion of its rights under this Agreement to secure obligations such sale or assignment; provided, that none of the Capital Protection Provider, subject foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to at least 10 days advance written notice provided to Seller without the Fundconsent of Seller in its discretion.

Assignments and Participations. (a) The Fund Borrower and each Committed Lender hereby agree and consent to the complete or partial assignment by each CP Lender of all or any portion of its rights under, interest in, title to and obligations under this Agreement (i) to its Liquidity Banks pursuant to a Liquidity Agreement, (ii) (A) to any other issuer of commercial paper notes sponsored or administered by the Managing Agent of such CP Lender’s Lender Group or (B) to any Lender or any Affiliate of a Lender hereunder, or (iii) to any other Person; provided that, prior to the occurrence of an Event of Default, such CP Lender may not make any such assignment pursuant to this clause (iii), except in the event that the circumstances described in Section 11.1(c) occur, without the consent of the Borrower (which consent shall not be unreasonably withheld or delayed). Upon such assignment, such CP Lender shall be released from its obligations so assigned. Further, Borrower and each Committed Lender hereby agree that any assignee of any CP Lender of this Agreement or all or any of the outstanding Advances of such CP Lender shall have all of the rights and benefits under this Agreement as if the term “CP Lender” explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of such CP Lender hereunder. None of the Borrower or the Servicer shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in under this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserAgreement. (b) The Capital Protection Provider Any Committed Lender may sell participations at any time and from time to time assign to one or more banks or other entities in or to Persons (“Purchasing Committed Lenders”) all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit C hereto (including, without limitation, all or a portion the “Assignment and Acceptance”) executed by such Purchasing Committed Lender and such selling Committed Lender. The consent of the Fees owing CP Lender or CP Lenders in such Committed Lender’s Lender Group shall be required prior to it); provided, that the Capital Protection Provider agrees that effectiveness of any such disposition assignment. In addition, so long as no Event of Default or Default has occurred and is continuing at such time, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall not alter or affect in be required prior to the effectiveness of any way whatsoever such assignment. Each assignee of a Committed Lender must be an Eligible Assignee and must agree to deliver to the Capital Protection Provider’s direct obligations hereunderAdministrative Agent, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested promptly following any request therefor by the Trust Managing Agent for its Lender Group or the affected CP Lender or CP Lenders, an enforceability opinion in order form and substance satisfactory to meet such Managing Agent and such CP Lender or CP Lenders. Upon delivery of the executed Assignment and Acceptance to the Administrative Agent, such selling Committed Lender shall be released from its disclosure obligations hereunder to the extent of such assignment. Thereafter the Purchasing Committed Lender shall for all purposes be a Committed Lender party to this Agreement and shall have all the rights and obligations of a Committed Lender under this Agreement to the Trust’s registration statementsame extent as if it were an original party hereto and no further consent or action by Borrower, the Lenders or the Administrative Agent shall be required. (c) Each of the Committed Lenders agrees that in the event that it shall cease to have the Required Ratings (an “Affected Committed Lender”), such Affected Committed Lender shall be obliged, at the request of the CP Lenders in such Committed Lender’s Lender Group or the applicable Managing Agent, to assign all of its rights and obligations hereunder to (x) another Committed Lender or (y) another funding entity nominated by such Managing Agent and acceptable to such affected CP Lenders, and willing to participate in this Agreement through the Termination Date in the place of such Affected Committed Lender; provided that the Affected Committed Lender receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Committed Lender’s Pro Rata Share of the outstanding Advances and Interest owing to the Committed Lenders and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the outstanding Advances of the Committed Lenders. (d) By executing and delivering an Assignment and Acceptance, the Purchasing Committed Lender thereunder and the selling Committed Lender thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such selling Committed Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such selling Committed Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the related CP Lender or the performance or observance by such CP Lender of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such Purchasing Committed Lender confirms that it has received a copy of this Agreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Purchasing Committed Lender will, independently and without reliance upon the Administrative Agent or any Managing Agent, the selling Committed Lender or any other Committed Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Purchasing Committed Lender and such selling Committed Lender confirm that such Purchasing Committed Lender is an Eligible Assignee; (vi) such Purchasing Committed Lender appoints and authorizes each of the Administrative Agent and the applicable Managing Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such Purchasing Committed Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Committed Lender. (e) The Capital Protection Provider Administrative Agent shall maintain at its address referred to herein a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Committed Lenders and the Commitment of, and principal amount of, each Advance owned by each Committed Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Lenders, the Borrower and the Managing Agents may treat each Person whose name is recorded in the Register as a Committed Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Lenders, any Managing Agent or the Borrower at any reasonable time and from time to time upon reasonable prior notice. (f) Subject to the provisions of this Section 11.1, upon their receipt of an Assignment and Acceptance executed by an selling Committed Lender and an Purchasing Committed Lender, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, accept such Assignment and Acceptance, and the Administrative Agent shall then (i) record the information contained therein in the Register and (ii) give prompt notice thereof to each Managing Agent. (g) Any Committed Lender may, in the ordinary course of its business at any time sell to one or more Persons (each a “Participant”) participating interests in its Pro-Rata Share of the Advances of the Committed Lenders or any other interest of such Committed Lender hereunder. Notwithstanding any such sale by a Committed Lender of a participating interest to a Participant, such Committed Lender’s rights and obligations under this Agreement shall remain unchanged, such Committed Lender shall remain solely responsible for the performance of its obligations hereunder, and the Borrower, the CP Lenders, the Managing Agents and the Administrative Agent shall continue to deal solely and directly with such Committed Lender in connection with such Committed Lender’s rights and obligations under this Agreement. Each Committed Lender agrees that any agreement between such Committed Lender and any such Participant in respect of such participating interest shall not restrict such Committed Lender’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification set forth in Section 12.1 of this Agreement. (h) Each Committed Lender may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 11.1, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor proposed assignee or rating agency, participant any information relating to the Fund Borrower, the Servicer or any of its Affiliates the Originator furnished to the Capital Protection Provider such Committed Lender by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection ProviderBorrower, the prior written consent of the Adviser Servicer or the FundOriginator. (di) The Capital Protection Provider may pledge Nothing herein shall prohibit any Committed Lender from pledging or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or assigning as collateral any portion of its rights under this Agreement to secure any Federal Reserve Bank in accordance with Applicable Law and any such pledge or collateral assignment may be made without compliance with Section 11.1(a) or Section 11.1(b). (j) In the event any Committed Lender causes increased costs, expenses or taxes to be incurred by the Administrative Agent, Managing Agents or the related CP Lender in connection with the assignment or participation of such Committed Lender’s rights and obligations under this Agreement to an Eligible Assignee then such Committed Lender agrees that it will make reasonable efforts to assign such increased costs, expenses or taxes to such Eligible Assignee in accordance with the provisions of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fundthis Agreement.

Assignments and Participations. (a) The Fund Seller shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties or obligations under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentBuyer, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt by Seller to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of or notice to Seller, sell participations to one any Person (other than a natural person or more banks Seller, any Guarantor or other entities any Affiliate of Seller or any Guarantor) (a “Participant”) in or to all or a any portion of its Buyer’s rights and/or obligations under the Repurchase Documents; provided, that (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, and (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement (includingthe Repurchase Documents. No Participant shall have any right to approve any amendment, without limitationwaiver or consent with respect to any Repurchase Document, all except to the extent that the Repurchase Price or a portion Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 to the same extent as if it had acquired its interest by assignment pursuant to Section 17.08(c), but shall not be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the Fees owing participation to itsuch Participant is made with Seller’s prior written consent. To the extent permitted by Requirements of Law, each Participant shall be entitled to the benefits of Sections 10.02(j) and 17.17 to the same extent as if it had acquired its interest by assignment pursuant to Section 17.08(c); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, without consent of Seller but upon notice to Seller, sell and assign to any Eligible Assignee all or any portion of all of the rights and obligations of Buyer under the Repurchase Documents; provided, however, so long as no Default or Event of Default has occurred and is continuing, such assignment will be at the sole expense and cost of Buyer. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in connection with any assignment or participationthe form of Exhibit C (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, disclose (i) such Eligible Assignee shall be a Party and, to the assignee or participant orextent provided therein, in have the case rights and obligations of any securitization or similar transactionBuyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to any investor or rating agencythe extent provided therein, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that be released from such information is subject to the confidentiality provisions contained in this Agreement obligations (and, in the case of any assignee an Assignment and Acceptance covering all or participant which is not an Affiliate the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Capital Protection Provider, Eligible Assignee and the prior written consent amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 17.08(c) shall be treated for purposes of the Adviser or the FundRepurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 17.08(b). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Seller shall cooperate with Buyer in connection with any such sale and assignment of participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a security interest in manner adverse to Seller without the consent of Seller. (e) Buyer shall have the right to partially or completely syndicate and or all or any portion of its rights under this the Agreement and the other Repurchase Documents to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fundany Eligible Assignee.

Assignments and Participations. (a) The Fund rights and obligations of the parties under the Loan Documents and under any Notes shall not have be assigned by the right to assign its rights hereunder or any interest herein Lender without the prior written consent of the Capital Protection Provider. The Guarantor may Borrower Agent and shall not be assigned by any Borrower without the prior written consent of the Lender; provided, that the Lender shall be permitted to assign or otherwise transfer any of its such rights or and obligations hereunder without the consent of the Fund except to Borrower Agent in the Agent or any Affiliate case of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed an assignment by the Capital Protection Provider Lender to (x) any Approved Assignee, which is a direct or indirect subsidiary of Bank of America Corporation or (y) any Affiliate thereofother Approved Assignee during the continuance of a Specified Event of Default; provided, includingfurther, without limitationthat the parties to each such assignment shall execute and deliver an assignment and acceptance, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance acceptable to the Borrower Agent (an "Assignment and Acceptance"), along with replacement Notes executed and delivered by the Borrowers and such other documents as the GuarantyBorrower Agent or the Lender shall consider reasonably necessary to effect fully such assignment and/or confirm the status of such assignee as an Approved Assignee. (b) Subject to the satisfaction of the conditions set forth in (a) above, (B) upon such Affiliate or Person execution and delivery, from and after the effective date specified in such Assignment and Acceptance, (i) has net capital the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of more than $1,000,000,000 at the time of such assignmentLender hereunder, and (ii) assumes all of the Lender assignor thereunder shall, to the extent that any rights and obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements hereunder have been assigned by it pursuant to Section 6.01(a)such Assignment and Acceptance, subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event relinquish its rights and be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in released from its obligations under this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserAgreement. (bc) The Capital Protection Provider Lender may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement with written notification to the Borrower Agent within a reasonable time thereafter; provided, however, that (i) after giving effect to any participations sold, the Lender shall continue to hold an interest in the Maximum Credit and/or the outstanding Loans in an amount not less than the BOA Hold Amount, (ii) the Lender shall act as exclusive agent for all participants in any dealings with the Borrower Agent and the Borrowers in connection with this Agreement and the other Loan Documents, (iii) the Borrower Agent and the Borrowers shall not be obligated to deal directly with any Person other than the Lender in connection with this Agreement and the other Loan Documents and the Lender shall maintain unilateral control over all discretionary determinations to be made thereunder, including, without limitation, all or a portion determinations as to eligibility and purchase of Eligible Assets, the Market Value thereof, the granting of waivers of noncompliance with the terms of the Fees owing Loan Documents, the granting of extensions of the Termination Date and/or increases in the Maximum Credit and the exercise of rights and remedies upon the occurrence and during the continuation of an Event of Default, (iv) the Lender shall pay or reimburse the Borrower Agent or the Borrowers, as applicable, or any other Person for any fees, costs, expenses or other amounts that would not have been incurred had no participation been sold hereunder and (v) at any time prior to it); providedthe occurrence and continuance of a Specified Event of Default, that the Capital Protection Provider agrees that any such disposition Lender shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested sell (unless consented to by the Trust Borrower Agent (such consent not to be unreasonably withheld)), any participation to any non-financial institutions engaged in order to meet its disclosure obligations under the Trust’s registration statementbusiness of purchasing B notes and/or mezzanine loans (it being understood that for the purposes of this clause (c)(v) of Section 10.05, any insurance company, bank or mutual fund shall be deemed a financial institution hereunder). (cd) The Capital Protection Provider Lender may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 10.05, disclose to the assignee or participant oror proposed assignee or participant, in as the case of any securitization or similar transaction, to any investor or rating agencymay be, any information relating to the Fund Borrowers or any Subsidiary, any Eligible Asset, any Underlying Asset or to any aspect of its Affiliates the Loans that has been furnished to the Capital Protection Provider Lender by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of Borrowers or any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the FundSubsidiary. (de) The Capital Protection Provider Lender may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to secure obligations it and the Note held by it) in favor of any other Person (including the Federal Reserve Bank in accordance with Regulation A of the Capital Protection ProviderBoard of Governors of the Federal Reserve System issued by such Federal Reserve Bank). No such assignment shall release the assigning Lender from its obligations hereunder. (f) The Lender may at any time disclose any information concerning Anthracite or any Borrower (and any of their respective affiliates) to any assignee of or participant in, subject or any prospective assignee of or participant in, any of the rights and obligations under this Agreement; provided, that the Lender and the applicable prospective assignee or participant shall, prior to at least 10 days advance written notice provided to such disclosure, execute a confidentiality agreement substantially in the Fundform used by the Lender in its ordinary course of business.

Assignments and Participations. (a) The Fund Sellers shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor Buyer, and any attempt by a Seller to do so without such consent shall be null and void. (b) Buyer may not assign or otherwise transfer at any of its rights or obligations hereunder time, without the consent of either Seller or Guarantor, sell participations to an Eligible Assignee (a “Participant”) in up to one hundred percent (100%) (in the Fund aggregate, in one or more transactions, including any assignments under Section 18.08(c)) of Buyer’s rights and/or obligations under the Repurchase Documents; provided, that, as conditions to the sale of such participations, (i) Buyer’s obligations and Seller’s rights and obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, and (iv) each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.10; provided, that, so long as no Event of Default has occurred and is continuing, Buyer shall retain full decision-making authority under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the Agent extent that the Repurchase Price or Price Differential of any Affiliate Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the Agent which has a long-term debt rating or deposit rating benefits of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer Article 12 (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person requirements and limitations and obligations set forth therein, including the requirements under Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), provided that such financial statement Participant shall not be entitled to receive any greater payment under Section 12.04 or Section 12.06 than its participating Buyer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any event be prepared Requirements of Law or in accordance with U.S. GAAP the interpretation or application thereof by a Governmental Authority or compliance by Buyer or such Participant with a request or directive (whether or not having the force of law) from a central bank or other accounting principles allowed Governmental Authority having jurisdiction over Buyer or such Participant, in each case made or issued after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall also be entitled to the Commissionbenefits of Sections 10.02(j) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect 18.17 to the Fund, the Capital Protection Provider, or the Guarantorsame extent as if it had acquired its interest by assignment pursuant to Section 18.08(c). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, without the consent of either Seller or Guarantor but upon notice to Seller, sell and assign to any Eligible Assignee up to one hundred percent (100%) (in the aggregate, in one or more transactions, and including any participations under Section 18.08(b)) of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (an “Assignment and Acceptance”), a copy of which shall be delivered to Seller as soon as reasonably possible after the execution thereof. From and after the effective date of such Assignment and Acceptance, (i) each such Eligible Assignee shall be a Party and, to the extent provided therein, have the rights and obligations of Buyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided that, so long as no Event of Default has occurred and is continuing, Buyer shall remain solely responsible to Seller for the performance of Buyer’s obligations under the Repurchase Documents, (ii) so long as no Event of Default has occurred and is continuing, Seller shall continue to deal solely and directly with Buyer in connection with any assignment or participationBuyer’s rights and obligations under the Repurchase Documents, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf and (iii) Buyer will give prompt written notice thereof (including identification of the Fund, provided Eligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that such information is subject to the confidentiality provisions contained in does not comply with this Agreement and, in the case of any assignee or participant which is not an Affiliate Section 18.08(c) shall be treated for purposes of the Capital Protection Provider, the prior written consent Repurchase Documents as a sale by such Buyer of the Adviser or the Funda participation in such rights and obligations in accordance with Section 18.08(b). (d) Seller shall cooperate with Buyer in connection with any such sale and assignment of participations, syndications or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to Seller without the consent of Seller. (e) [Intentionally Omitted]. (f) Buyer, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Eligible Assignees that become Parties hereto and, with respect to each such Eligible Assignee, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The Capital Protection Provider may pledge or otherwise transfer entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice. (g) Each Party that sells a participation of its rights hereunder by way hereunder, shall, acting solely for this purpose as a non-fiduciary agent of pledge or assignment Seller, maintain a register on which it enters the name and address of a security each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Repurchase Documents (the “Participant Register”); provided that Buyer shall not have any obligation to disclose all or any portion of its rights the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Repurchase Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notwithstanding any notice provided to the Fundcontrary.

Assignments and Participations. (a) The Fund Each Lender may, with the consent of (x) the Borrowers (A) with respect to Term Commitments and the Closing Date Revolver Portion prior to the funding of the Advances on the Closing Date, in the Borrowers’ sole discretion (provided that such consent shall be deemed to have been given with respect to any Person identified to the Administrative Agent in writing by the Borrowers prior to the Effective Date) and (B) with respect to the Revolving Commitments and Revolving Advances (other than the Closing Date Revolver Portion), and after the earliest of the Closing Date and the termination of the Acquisitions prior to the consummation thereof any Commitments or Advances, such consent not to be unreasonably withheld or delayed, (y) the Administrative Agent, which consent shall not have be unreasonably withheld or delayed and (z) with respect to Revolving Commitments or Revolving Advances, the right Swingline Lenders and the Issuing Banks, assign to assign one or more Persons (other than natural persons, Defaulting Lenders, or the Reporting Entity or its rights hereunder Affiliates) all or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any a portion of its rights or and obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, under this Agreement (including, without limitation, pursuant all or a portion of its Commitment and the Advances owing to a merger, corporate reorganization or other transfer (it); provided that (A) after the Guarantor funding of the Advances on the Closing Date (or if earlier the cancellation of the Acquisitions prior to the consummation thereof) or with respect to the Revolving Commitments and Revolving Advances (other than the Closing Date Revolver Portion), the consent of the Borrowers shall guarantee the obligations not be required while an Event of such Affiliate or Person hereunder pursuant to a guaranty agreement that Default has occurred and is substantially the same in form and substance as the Guarantycontinuing, (B) such Affiliate or Person (i) has net capital the consent of more than $1,000,000,000 at the time Borrowers shall be deemed given if the Borrowers shall not have objected within 10 Business Days following receipt of written notice of such proposed assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) in the case of an assignment to any other Lender or an Affiliate of any Lender, no such assignment could not reasonably consent shall be expected to have a Material Adverse Effect required from (x) the Administrative Agent or (y) the Borrowers with respect to the Fundassignments by any Lender to its Affiliate or to another Lender, the Capital Protection Provider, or the Guarantor). Prior to any provided that in each such assignment taking effect, the conditions set forth in this Section 9.06(a) case notice thereof shall have been fulfilled by given to the applicable assignee or waived by Borrowers and the Fund or the AdviserAdministrative Agent. (b) Upon demand by the Borrowers (with a copy of such demand to the Administrative Agent) (w) any Defaulting Lender, (x) any Lender that has made a demand for payment pursuant to Section 2.13 or 2.16, (y) any Lender that has asserted pursuant to Section 2.10(b) or 2.14 that it is impracticable or unlawful for such Lender to make Eurocurrency Rate Advances or (z) any Lender that fails to consent to an amendment or waiver hereunder for which consent of all Lenders (or all affected Lenders) is required and as to which the Required Lenders shall have given their consent, will assign to one or more Persons designated by the Borrowers all of its rights and obligations under this Agreement (including, without limitation, all of its Commitment and the Advances owing to it). (c) In each such case, (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement associated with a particular Class, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) [Reserved]; (D) each such assignment made as a result of a demand by the Borrowers pursuant to Section 9.07(b) shall be arranged by the Borrowers with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that, in the aggregate, cover all of the rights and obligations of the assigning Lender under this Agreement; (E) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrowers pursuant to Section 9.07(b), (1) so long as a Default shall have occurred and be continuing and (2) unless and until such Lender shall have received one or more payments from one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, and from the Reporting Entity or one or more assignees in an aggregate amount equal to all other amounts accrued to such Lender under this Agreement (including, without limitation, any amounts owing under Section 2.13, 2.16 or 9.04(c)) and (3) unless and until the Reporting Entity shall have paid (or caused to be paid) to the Administrative Agent a processing and recordation fee of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Capital Protection Provider assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (F) the parties to each such assignment (other than, except in the case of a demand by the Borrowers pursuant to Section 9.07(b), the Borrowers) shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance and, if such assignment does not occur as a result of a demand by the Borrowers pursuant to Section 9.07(b) (in which case the Reporting Entity shall pay or cause to be paid the fee required by subclause (E)(3) of Section 9.07(c)), a processing and recordation fee of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (d) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement, except that such assigning Lender shall continue to be entitled to the benefit of Sections 9.04(a) and (b) with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (e) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon any Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) [Reserved]; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (f) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrowers. (g) The Administrative Agent, acting solely for this purpose as the agent of the Borrowers, shall maintain at its address referred to in Section 9.02(a) a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount (and stated interest) of the Advances owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent demonstrable error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (h) Each Lender may sell participations to one or more banks or other entities (other than the Borrowers or any of their Affiliates, any Defaulting Lender or any natural person) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Fees Advances owing to it)) without the consent of the Administrative Agent, Swingline Lender, Issuing Banks or the Borrowers; provided, however, that: (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment) shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) such Lender shall remain the Lender of any such Advance for all purposes of this Agreement; (iv) the Borrowers, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement; (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement, or any consent to any departure by the Borrowers herefrom or therefrom, except as to matters requiring the approval of all the Lenders pursuant to Section 9.01; and (vi) prior to the earlier of the funding of Advances on the Closing Date and the termination of the Acquisitions prior to the consummation thereof (and during such time solely with respect to the Term Commitments and Closing Date Revolver Portion), no Lender may sell participations except with the consent of the Borrowers in their sole discretion. Each Lender shall promptly notify the Borrowers after any sale of a participation by such Lender pursuant to this Section 9.07(h); provided that the Capital Protection Provider agrees that any failure of such disposition Lender to give notice to the Borrowers as provided herein shall not alter affect the validity of such participation or affect impose any obligations on such Lender or the applicable participant. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure Advances or other obligations under the TrustLoan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s registration statementinterest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent demonstrable error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (ci) The Capital Protection Provider Any Lender may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 9.07, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor proposed assignee or rating agencyparticipant, any information relating to the Fund or any of its Affiliates Borrowers furnished to the Capital Protection Provider such Lender by or on behalf of the FundBorrowers; provided that, provided that prior to any such information is disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Information relating to the Borrowers received by it from such Lender as more fully set forth in Section 9.08 and subject to the confidentiality provisions contained requirements of Section 9.08 (it being understood that, notwithstanding anything to the contrary set forth in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Providersuch agreement, the prior written consent Borrowers shall be third party beneficiaries of the Adviser or the Fundsuch agreement). (dj) The Capital Protection Provider Notwithstanding any other provision set forth in this Agreement, any Lender or Issuing Bank may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation and the Advances owing to it) to secure obligations of such Lender or Issuing Bank, including, without limitation, any pledge or assignment to secure obligations in favor of any Federal Reserve Bank in accordance with Regulation A of the Capital Protection Provider, subject to at least 10 days advance written notice provided to Board of Governors of the FundFederal Reserve System or any central bank having jurisdiction over such Lender.

Assignments and Participations. (a) The Fund shall not have the right Buyer may assign to assign one or more Persons all or a portion of its rights hereunder or any interest herein without the prior and obligations under this Repurchase Agreement upon written consent of the Capital Protection Provider. The Guarantor may Seller, which consent shall not assign or otherwise transfer any of its rights or obligations hereunder without the be unreasonably withheld; provided, however, written consent of the Fund except to Seller shall not be required if (i) an Event of Default has occurred and is continuing or (ii) if the Agent or any assignee is an Affiliate of the Agent which has a long-term debt rating or deposit rating Buyer; provided, however, that the parties to each such assignment shall execute and deliver an Assignment and Acceptance substantially in the form of not less than Exhibit J, with appropriate completions (an “Assignment and Acceptance”). (b) Upon such execution and delivery, from and after the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofeffective date specified in such Assignment and Acceptance, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of more than $1,000,000,000 at the time of such assignmentBuyer hereunder, and (ii) assumes all of the Buyer assignor thereunder shall, to the extent that any rights and obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements hereunder have been assigned by it pursuant to Section 6.01(a)such Assignment and Acceptance, subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event relinquish its rights and be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in released from its obligations under this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserRepurchase Agreement. (bc) The Capital Protection Provider Buyer may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it)Repurchase Agreement; provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided furtherhowever, that (i) the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) the TrustBuyer shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s registration statementrights and obligations under and in respect of this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Section 3.03, each participant of the Buyer shall be entitled to the additional compensation and other rights and protections afforded the Buyer under Section 3.03 to the same extent as the Buyer would have been entitled to receive them with respect to the participation sold to such participant. (cd) The Capital Protection Provider Buyer may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 13.10, disclose to the assignee or participant oror proposed assignee or participant, in as the case of any securitization or similar transaction, to any investor or rating agencymay be, any information relating to the Fund Seller or any of its Affiliates Subsidiaries or to any aspect of the Transactions that has been furnished to the Capital Protection Provider Buyer by or on behalf of the FundSeller or any of its Subsidiaries; provided, provided that such however, solely with respect to any proposed assignment, prior to providing information is subject related to the confidentiality provisions contained in this Agreement and, in the case Seller or any of its Subsidiaries to any proposed assignee or participant which is not other than an Affiliate of the Capital Protection ProviderBuyer, such proposed assignee must enter into a confidentiality agreement reasonably acceptable to the prior written consent of the Adviser or the FundSeller. (de) The Capital Protection Provider Buyer may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of at any time create a security interest in all or any portion of its rights under this Repurchase Agreement (including, without limitation, the Repurchase Obligations owing to secure it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning the Buyer from its obligations hereunder. (f) Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, the Buyer may assign all or any portion of its rights and obligations hereunder to any Person, provided that upon the effective date of such assignment such Person shall become a party hereto and the Buyer hereunder and shall be (A) entitled to all the rights, benefits and privileges accorded the Buyer under the Repurchase Documents, and (B) subject to all the duties and obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to Buyer under the FundRepurchase Documents.

Assignments and Participations. (a) The Fund provisions of this Agreement shall not have be binding upon and inure to the right to assign its rights hereunder or any interest herein without the prior written consent benefit of the Capital Protection Provider. The Guarantor parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Fund except to Lender, and (ii) the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider Lender may not assign or otherwise transfer any of its rights or obligations hereunder without to anyone other than an Eligible Assignee; provided, that the consent Lender shall provide prior notice of such assignment to the Borrower. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, or any participants to the extent provided in Section 12.1(b) hereof) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) The Lender shall have the right to grant participations in all or a portion of the Fund except Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Revolving Loans owing to any Affiliate it) to one or more other banking institutions (each such person a “Participant”), and such Participants shall be entitled to the benefits of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofthis Agreement, including, without limitation, pursuant Sections 2.10 and 2.11 hereof, to the same extent as if they were a merger, corporate reorganization or other transfer (direct party hereto; provided that (Ai) the Guarantor Lender’s obligations under this Agreement shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guarantyremain unchanged, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject Lender shall remain solely responsible to the accounting rules applicable to other parties hereto for the performance of such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) obligations and (Ciii) such assignment could not reasonably be expected the Borrower and the other parties hereto, shall continue to have a Material Adverse Effect deal solely and directly with respect to the Fund, Lender in connection with the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its Lender’s rights and obligations under this Agreement Agreement, and provided further that no such Participant shall be entitled to receive payment hereunder of any amount greater than the amount which would have been payable had the Lender not granted a participation to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (includingwhich consent may be withheld if any such Participant would be entitled to any such greater amount or conditioned on such Participant not receiving any such greater amount). Upon the grant of a participation of the Lender’s rights and/or obligations under this Agreement, without limitationthe Lender will promptly notify the Borrower of the Participant and the proportionate amount granted under such participation. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or a any portion of the Fees owing Participant Register (including the identity of any Participant or any information relating to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect a Participant's interest in any way whatsoever the Capital Protection Provider’s direct obligations hereundercommitments, including consent and approval requirements; provided furtherloans, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet letters of credit or its disclosure other obligations under any Transaction Document) to any Person except to the Trust’s registration statementextent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. (c) The Capital Protection Provider mayDeal Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in connection with any ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ a copy of each assignment or participationagreement delivered to it and a register for the recordation of the names and addresses of the Lenders, disclose and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the assignee or participant or, terms hereof from time to time (the “Register”). The entries in the case of any securitization or similar transactionRegister shall be conclusive absent manifest error, to any investor or rating agencyand the Borrower, any information relating the Deal Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the Fund or terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any of its Affiliates furnished Lender, at any reasonable time and from time to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the time upon reasonable prior written consent of the Adviser or the Fundnotice. (d) The Capital Protection Provider may pledge Nothing herein shall prohibit the Lender from pledging or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or assigning as collateral any portion of its rights under this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fundany Federal Reserve Bank in accordance with Applicable Law and any such pledge or collateral assignment may be made without compliance with Section 12.1(a) or Section 12.1(b).

Assignments and Participations. (a) The Fund provisions of this Agreement shall not have be binding upon and inure to the right to assign its rights hereunder or any interest herein without the prior written consent benefit of the Capital Protection Providerparties hereto and their respective successors and assigns permitted hereby. The Guarantor obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns, which shall include successors by operation of law, such as by merger. Neither Borrower nor the Trustee may not assign or otherwise transfer any of its rights or obligations hereunder under this Agreement or the other Transaction Documents to which it is a party without the prior written consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the GuarantorLender in its sole discretion. The Capital Protection Provider Lender may not assign or otherwise transfer any of its rights or obligations hereunder without under this Agreement and the consent of the Fund except other Transaction Documents to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to which it is a merger, corporate reorganization or other transfer party (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights Commitment and the Loans at the time owing to it) to one or more Eligible Assignees without the consent of Borrower or the Trustee; provided, that Lender shall continue to be responsible for the performance of its obligations under the Transaction Documents. Any purported assignment by Borrower or the Trustee in violation of this Agreement shall be null and void. Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (includingother than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (b) below, and the Indemnified Persons to the extent provided herein) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Lender may at any time, without limitationthe consent of, or notice to, Borrower or the Trustee, sell participations to any Person (other than a natural person or Borrower) (each, a "Participant") in all or a portion of Lender's rights and/or obligations under this Agreement and the Fees other Transaction Documents to which it is a party (including all or a portion of its Commitment and/or the Loans owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure (i) Lender's obligations under this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible to the Trust’s registration statement. other parties hereto for the performance of such obligations and (ciii) The Capital Protection Provider may, Borrower and the Trustee shall continue to deal solely and directly with Lender in connection with Lender's rights and obligations under this Agreement. A Participant shall not be entitled to receive any assignment greater payment under Section 2.13(c) (Increased Costs), 2.14 (Capital Adequacy) or participation, disclose 2.15 (Taxes) than Lender would have been entitled to receive with respect to the assignee or participant orparticipation sold to such Participant, in unless the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf sale of the Fund, provided that participation to such information Participant is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the made with Borrower's prior written consent of the Adviser or the Fundconsent. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights under this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fund.

Assignments and Participations. (a) The Fund Sellers shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor Buyer, and any attempt by a Seller to do so without such consent shall be null and void. (b) Buyer may not assign or otherwise transfer at any of its rights or obligations hereunder time, without the consent of the Fund except either Seller or Guarantor, sell participations to the Agent any Person (other than a natural person or Seller, Guarantor or any Affiliate of Seller or Guarantor) (a “Participant”) in up to one hundred percent (100%) (in the Agent which has a long-term debt rating aggregate, in one or deposit rating more transactions, including any assignments under Section 18.08(c)) of not less than Buyer’s rights and/or obligations under the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofRepurchase Documents; provided, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at Buyer’s obligations and Seller’s rights and obligations under the time Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such assignmentobligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, and (iiiv) assumes all each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.10; provided, that, so long as no Event of Default has occurred and is continuing, Buyer shall retain full decision-making authority under the obligations Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the Capital Protection Provider hereunder, including without limitation, Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the obligation to provide audited financial statements pursuant to Section 6.01(a), benefits of Article 12 (subject to the accounting rules applicable to such Affiliate or Person requirements and limitations and obligations set forth therein, including the requirements under Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), provided that such financial statement Participant shall not be entitled to receive any greater payment under Section 12.04 or Section 12.06 than its participating Buyer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any event be prepared Requirements of Law or in accordance with U.S. GAAP the interpretation or application thereof by a Governmental Authority or compliance by Buyer or such Participant with a request or directive (whether or not having the force of law) from a central bank or other accounting principles allowed Governmental Authority having jurisdiction over Buyer or such Participant, in each case made or issued after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall also be entitled to the Commissionbenefits of Sections 10.02(j) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect 18.17 to the Fund, the Capital Protection Provider, or the Guarantorsame extent as if it had acquired its interest by assignment pursuant to Section 18.08(c). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, without the consent of either Seller or Guarantor but upon notice to Seller, sell and assign to any Eligible Assignee up to one hundred percent (100%) (in the aggregate, in one or more transactions, and including any participations under Section 18.08(b)) of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (an “Assignment and Acceptance”), a copy of which shall be delivered to Seller as soon as reasonably possible after the execution thereof. From and after the effective date of such Assignment and Acceptance, (i) such Eligible Assignee shall be a Party and, to the extent provided therein, have the rights and obligations of Buyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided that Buyer shall remain solely responsible to Seller for the performance of Buyer’s obligations under the Repurchase Documents, (ii) Seller shall continue to deal solely and directly with Buyer in connection with any assignment or participationBuyer’s rights and obligations under the Repurchase Documents, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf and (iii) Buyer will give prompt written notice thereof (including identification of the Fund, provided Eligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that such information is subject to the confidentiality provisions contained in does not comply with this Agreement and, in the case of any assignee or participant which is not an Affiliate Section 18.08(c) shall be treated for purposes of the Capital Protection Provider, the prior written consent Repurchase Documents as a sale by such Buyer of the Adviser or the Funda participation in such rights and obligations in accordance with Section 18.08(b). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Seller shall cooperate with Buyer in connection with any such sale and assignment of participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a security manner adverse to Seller without the consent of Seller. (e) [Intentionally Omitted]. (f) Buyer, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Eligible Assignees that become Parties hereto and, with respect to each such Eligible Assignee, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice. (g) Each Party that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register on which it enters the name and address of each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Repurchase Documents (the “Participant Register”); provided that Buyer shall not have any obligation to disclose all or any portion of its rights the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Repurchase Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notwithstanding any notice provided to the Fundcontrary.

Assignments and Participations. (a) Each Funding Agent, each of the Conduit Purchasers and the Committed Purchasers and their respective assignees may assign without any prior written consent, in whole or in part, its interest in the Transferred Assets and rights and obligations hereunder to any Permitted Transferee. To effectuate an assignment hereunder, both the assignee and the assignor (including, as appropriate, the Conduit Purchaser, its Committed Purchaser(s) and its Funding Agent) will be required to execute and deliver to the Transferor, the Servicer and the Administrative Agent an Assignment and Assumption Agreement. Following any assignment in accordance with the foregoing criteria, the Ownership Group Percentage and Ownership Group Purchase Limit of each Ownership Group hereunder (after giving effect to the assignment) will be adjusted to such extent as may be necessary to reflect such assignment (and Schedule I hereto shall be deemed to be amended accordingly). Notwithstanding the foregoing, the applicable Conduit Support Documents shall govern the ability of (i) a Conduit Purchaser to assign, participate, or otherwise transfer any portion of the Transferred Assets (and the rights and obligations hereunder owned by it) to its Conduit Support Providers and (ii) a Conduit Support Provider to assign, participate, or otherwise transfer any portion of the Transferred Assets (and the rights and obligations hereunder) owned by such Conduit Support Provider. The Fund shall not have Transferor and the right Servicer hereby agree and consent to the complete assignment by the applicable Owners of all of, or the grant of a security interest in (or pledge of) all or any portion of, their respective rights under, interest in, title to and obligations under this Agreement and the Related Documents to the respective collateral agent or trustee under the applicable Conduit Purchaser’s Commercial Paper program, in each case without the execution and delivery of an Assignment and Assumption Agreement. (a) None of the Transferor, ▇▇▇▇▇ or the Servicer may assign its rights or obligations hereunder or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserFunding Agents. (b) The Capital Protection Provider may Any Owner may, in the ordinary course of its business and in accordance with applicable law, at any time sell participations to one or more banks or other entities Persons who is a Permitted Transferee (each, a “Participant”) participating interests in or to all or a portion of its rights and obligations hereunder. Notwithstanding any such sale by an Owner of participating interests to a Participant, (i) such Owner’s rights and obligations under this Agreement shall remain unchanged, (includingii) such Owner shall remain solely responsible for the performance hereof and thereof, without limitationand (iii) the Transferor, all the Servicer, the Administrative Agent, each other Owner and the Funding Agents shall continue to deal solely and directly with such Owner in connection with such Owner’s rights and obligations under this Agreement. Each Owner agrees that any agreement between such Owner and any such Participant in respect of such participating interest shall not restrict or a portion condition such Owner’s right to agree to any amendment, supplement, waiver or modification of this Agreement. The Transferor and the Fees owing Servicer agree that each Participant shall be entitled to it)the benefits of Article VIII as though they were Owners; provided, that all such amounts payable by the Capital Protection Provider agrees that Transferor or the Servicer to any such disposition Participant shall be limited to the amounts which would have been payable to the Owner selling such participating interest had such interest not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statementbeen sold. (c) The Capital Protection Provider may, in connection with Any Owner may at any assignment or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fund. (d) The Capital Protection Provider may time pledge or otherwise transfer its rights hereunder by way of pledge or assignment of grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest on its Net Investment) under this Agreement and the Related Documents to secure obligations of such Owner to a Federal Reserve Bank, the Capital Protection ProviderU.S. Treasury, subject the Federal Deposit Insurance Corporation or the central bank of any nation or other political body in which it is domiciled or located, and any Conduit Purchaser may assign all of, or the grant of a security interest in (or pledge of) all or any portion of, such Conduit Purchaser’s respective rights under, interest in, title to at least 10 days advance written notice provided and obligations under this Agreement and the Related Documents to the Fundrespective collateral agent or trustee under the applicable Conduit Purchaser’s Commercial Paper program, in each case without the execution and delivery of an Assignment and Assumption Agreement, and Sections 9.7(a) and 9.7(c) shall not apply to any such pledge or grant of a security interest described in this clause (e); provided that no such pledge or grant of a security interest shall release any Owner from any of its obligations hereunder or substitute any such pledgee or grantee for such Owner as a party hereto.

Assignments and Participations. (a) The Fund shall not have Lender may assign, with, prior to the right to assign its rights hereunder or any interest herein without the prior written consent occurrence of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any an Event of its rights or obligations hereunder without Default, the consent of the Fund except Borrowers (such consent not to the Agent be unreasonably withheld, conditioned or any Affiliate of the Agent which has delayed), to one or more banks or other entities all or a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any portion of its rights or and obligations under this Agreement and each assignee shall be a party hereto and, to the extent that rights and obligations hereunder without have been assigned to it, have the rights and obligations of the Lender hereunder and the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it, relinquish its rights and be released from its obligations under this Agreement; provided, for the avoidance of doubt, that no consent of the Fund except to any Affiliate Borrowers shall be required after the occurrence of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations an Event of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserDefault. (b) The Capital Protection Provider Lender may sell participations participations, with, prior to the occurrence of an Event of Default, the consent of the Borrowers (such consent not to be unreasonably withheld, conditioned or delayed), to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it)Agreement; provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided furtherhowever, that (i) the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure Lender’s obligations under this Agreement shall remain unchanged, (ii) the TrustLender shall remain solely responsible to the Borrower for the performance of the Lender’s registration statementobligations hereunder and (iii) the Borrowers shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement; provided, for the avoidance of doubt, that no consent of the Borrowers shall be required after the occurrence of an Event of Default. Notwithstanding anything herein to the contrary, each participant shall have the rights of the Lender (including any right to receive payment) under Sections 8.3 and 8.4. (c) The Capital Protection Provider mayWith the consent of the Borrowers (such consent not to be unreasonably withheld, in connection conditioned or delayed and such consent shall not be required with respect to any assignment or participationAffiliate of Lender), the Lender may disclose to the any assignee or participant oror proposed assignee or proposed participant, in the case of any securitization or similar transactioneach case, to any investor or rating agencyon a confidential basis, any confidential information relating to the Fund or any of its Affiliates Borrowers furnished to the Capital Protection Provider Lender by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the FundBorrowers. (d) The Capital Protection Provider may pledge Nothing herein shall prohibit the Lender from pledging or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or assigning as collateral any portion of its rights under this Agreement to secure obligations any Federal Reserve Bank in accordance with applicable law. (e) Each Note shall be transferable only upon a register (the “Register”) maintained by the Lender as Registrar (the “Registrar”), acting solely for this purpose as an agent of the Capital Protection Provider, subject Borrowers. The Registrar shall maintain the Register at one of its offices for the recordation of the names and addresses of the owners of the Note from time to at least 10 days advance written notice provided time only as and to the Fundextent required by the Treasury Regulations under Section 103 of the Code to be in registered form. The Registrar shall record each transfer of the Note to a transferee on the Registrar upon written notification by the registered owner of such transfer (with the Registrar being allowed to rely conclusively on any such notification). The entries in the Register shall be conclusive, and the Borrowers and the Lender may deem and treat the Person whose name is recorded in the Register pursuant to the terms hereof as the owner of the Note for the purpose of receiving payment of, or on account of, the principal and interest due on the Note and for all other purposes, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and the Lender, at any reasonable time and from time to time upon reasonable prior notice.

Assignments and Participations. (a) The Fund Sellers shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor Buyer, and any attempt by a Seller to do so without such consent shall be null and void. (b) Buyer may not assign or otherwise transfer at any of its rights or obligations hereunder time, without the consent of the Fund except either Seller or Guarantor, sell participations to the Agent any Person (other than a natural person or Seller, Guarantor or any Affiliate of Seller or Guarantor) (a “Participant”) in up to one hundred percent (100%) (in the Agent which has a long-term debt rating aggregate, in one or deposit rating more transactions, including any assignments under Section 18.08(c)) of not less than Buyer’s rights and/or obligations under the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofRepurchase Documents; provided, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at Buyer’s obligations and Seller’s rights and obligations under the time Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such assignmentobligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, and (iiiv) assumes all each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.10; provided, that, so long as no Event of Default has occurred and is continuing, Buyer shall retain full decision-making authority under the obligations Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the Capital Protection Provider hereunder, including without limitation, Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the obligation to provide audited financial statements pursuant to Section 6.01(a), benefits of Article 12 (subject to the accounting rules applicable to such Affiliate or Person requirements and limitations and obligations set forth therein, including the requirements under Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), provided that such financial statement Participant shall not be entitled to receive any greater payment under Section 12.04 or Section 12.06 than its participating Buyer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any event be prepared Requirements of Law or in accordance with U.S. GAAP the interpretation or application thereof by a Governmental Authority or compliance by Buyer or such Participant with a request or directive (whether or not having the force of law) from a central bank or other accounting principles allowed Governmental Authority having jurisdiction over Buyer or such Participant, in each case made or issued after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall also be entitled to the Commissionbenefits of Sections 10.02(j) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect 18.17 to the Fund, the Capital Protection Provider, or the Guarantorsame extent as if it had acquired its interest by assignment pursuant to Section 18.08(c). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, without the consent of either Seller or Guarantor but upon notice to Seller, sell and assign to any Eligible Assignee up to one hundred percent (100%) (in the aggregate, in one or more transactions, and including any participations under Section 18.08(b)) of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (an “Assignment and Acceptance”), a copy of which shall be delivered to Seller as soon as reasonably possible after the execution thereof. From and after the effective date of such Assignment and Acceptance, (i) such Eligible Assignee shall be a Party and, to the extent provided therein, have the rights and obligations of Buyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided that Buyer shall remain solely responsible to Seller for the performance of Buyer’s obligations under the Repurchase Documents, (ii) Seller shall continue to deal solely and directly with Buyer in connection with any assignment or participationBuyer’s rights and obligations under the Repurchase Documents, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf and (iii) Buyer will give prompt written notice thereof (including identification of the Fund, provided Eligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that such information is subject to the confidentiality provisions contained in does not comply with this Agreement and, in the case of any assignee or participant which is not an Affiliate Section 18.08(c) shall be treated for purposes of the Capital Protection Provider, the prior written consent Repurchase Documents as a sale by such Buyer of the Adviser or the Funda participation in such rights and obligations in accordance with Section 18.08(b). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Seller shall cooperate with Buyer in connection with any such sale and assignment of a security interest in all participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any portion of its rights under this Agreement to secure obligations such sale or assignment; provided, that none of the Capital Protection Provider, subject foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to at least 10 days advance written notice provided to Seller without the Fundconsent of Seller.

Assignments and Participations. (a) The Fund Seller shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate any of its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentBuyer, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of Seller, sell participations to one any Person (other than a natural person or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (includingSeller, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund Guarantor or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser Seller or the Fund. Guarantor) (da “Participant”) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of Buyer’s rights and/or obligations under the Repurchase Documents; provided that, as conditions to the sale of such participations, (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, and (iv) each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.10; provided, that, so long as no Event of Default has occurred and is continuing, Buyer shall retain full decision-making authority under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 (subject to the requirements and limitations therein, including the requirements under Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), provided that such Participant shall not be entitled to receive any greater payment under Section 12.04 or Section 12.06 than its participating Buyer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any Requirements of Law or in the interpretation or application thereof by a Governmental Authority or compliance by Buyer or such Participant with a request or directive (whether or not having the force of law) from a central bank or other Governmental Authority having jurisdiction over Buyer or such Participant, in each case made or issued after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall also be entitled to the benefits of Sections 10.02(i) and 18.17 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c). (c) Buyer may at any time, without the consent of Seller but upon notice to Seller, sell and assign to any Person (an “Assignee”) all or any portion of all of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, (i) such Assignee shall be a Party and, to the extent provided therein, have the rights and obligations of Buyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to the extent provided therein, be released from such obligations (and in the case of an Assignment and Acceptance covering all or the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Repurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18.08(b). (d) Seller shall cooperate with Buyer in connection with any such sale and assignment of participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to Seller without the consent of Seller. (e) Buyer shall have the right to partially or completely syndicate any or all of its rights under the Agreement and the other Repurchase Documents to any Assignee. (f) Buyer, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Assignees that become Parties hereto and, with respect to each such Assignee, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice. (g) Each Party that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register on which it enters the name and address of each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Repurchase Documents (the “Participant Register”); provided that no Party shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Repurchase Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the participating Party shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notwithstanding any notice provided to the Fundcontrary.

Assignments and Participations. (a) The Fund shall not have the right to assign its rights hereunder None of Guarantor, Pledgor, Originator, Seller or any interest herein of their respective Affiliates shall sell, assign or transfer any of their respective rights or the Repurchase Obligations or delegate any of their respective duties under this Agreement or any other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentBuyer, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of Seller, Pledgor, Originator, Guarantor or any of their respective Affiliates, sell participations to one or more banks or any Person other entities in or to all or than a portion of its rights and obligations under this Agreement (includingnatural person, without limitationSeller, all or a portion of the Fees owing to it); providedPledgor, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunderOriginator, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund Guarantor or any of its their respective Affiliates furnished or, at all times prior to the Capital Protection Provider by or on behalf of occurrence and during the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fund. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment continuance of a security interest Default or an Event of Default, a Competitor (a “Participant”), in all or any portion of its Buyer’s rights and/or obligations under this Agreement the Repurchase Documents; provided that, as conditions to secure the sale of such participations, (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Capital Protection ProviderRepurchase Documents, and (iv) each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.10; provided, that, so long as no Event of Default has occurred and is continuing, Buyer shall retain full decision-making authority under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 (subject to at least 10 days advance written notice provided the requirements and limitations therein, including the requirements under Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the Fund.participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), provided that such Participant shall not be entitled to receive any greater payment under

Assignments and Participations. (a) The Fund Seller shall not have the right to sell, assign or transfer any of its rights hereunder or any interest herein the Repurchase Obligations under this Agreement without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentBuyer, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt by Seller to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of or notice to Seller, sell participations to any Person (other than a natural person or Seller or any Affiliate of Seller) (a “Participant”) in up to forty-nine percent (49%) (in the aggregate, in one or more banks or other entities in or to all or a portion transactions, including any assignments under Section 18.08(c)) of its Buyer’s rights and/or obligations under the Repurchase Documents; provided, that (i) Buyer’s obligations and Seller’s rights and obligations under this Agreement the Repurchase Documents shall remain unchanged, (includingii) Buyer shall remain solely responsible to Seller for the performance of such obligations, without limitation, all or a portion of the Fees owing and (iii) Seller shall continue to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect deal solely and directly with Buyer in any way whatsoever the Capital Protection Providerconnection with Buyer’s direct obligations hereunder, including consent rights and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statementRepurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), but shall not be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive with respect to the participation sold to such Participant. To the extent permitted by Requirements of Law, each Participant shall be entitled to the benefits of Sections 10.02(j) and 18.17 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c). (c) The Capital Protection Provider mayBuyer may at any time, upon notice to Seller, sell and assign to any Eligible Assignee up to forty-nine percent (49%) (in the aggregate, in one or more transactions, and including any participations under Section 18.08(b)) of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, (i) such Eligible Assignee shall be a Party and, to the extent provided therein, have the rights and obligations of Buyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided that Buyer shall remain solely responsible to Seller for the performance of Buyer’s obligations under the Repurchase Documents, (ii) Seller shall continue to deal solely and directly with Buyer in connection with any assignment or participationBuyer’s rights and obligations under the Repurchase Documents, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf and (iii) Buyer will give prompt written notice thereof (including identification of the Fund, provided Eligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that such information is subject to the confidentiality provisions contained in does not comply with this Agreement and, in the case of any assignee or participant which is not an Affiliate Section 18.08(c) shall be treated for purposes of the Capital Protection Provider, the prior written consent Repurchase Documents as a sale by such Buyer of the Adviser or the Funda participation in such rights and obligations in accordance with Section 18.08(b). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Seller shall cooperate with Buyer in connection with any such sale and assignment of a security interest in all participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any portion of its rights under this Agreement to secure obligations such sale or assignment; provided, that none of the Capital Protection Provider, subject foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to at least 10 days advance written notice provided to Seller without the Fundconsent of Seller.

Assignments and Participations. (a) The Fund Seller shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentBuyer, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt by Seller to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of or notice to Seller, sell participations to one any Person (other than a natural person or more banks Seller, Guarantor or other entities any Affiliate of Seller or Guarantor) (a “Participant”) in or to all or a any portion of its Buyer’s rights and/or obligations under the Repurchase Documents; provided, that (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement the Repurchase Documents and (includingiv) the original balance of each such participation interest shall equal at least $5,000,000. No Participant shall have any right to approve any amendment, without limitationwaiver or consent with respect to any Repurchase Document, all except to the extent that the Repurchase Price or Price Differential of any Purchased Asset in which it has a portion participation interest would be reduced or the Repurchase Date of any Purchased Asset in which it has a participation interest would be postponed. Each Participant shall be entitled to the benefits of Article 12 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), but shall not be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the Fees owing participation to itsuch Participant is made with Seller’s prior written consent. To the extent permitted by Requirements of Law, each Participant shall be entitled to the benefits of Sections 10.02(j) and 18.17 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, without consent of Seller or Guarantor but upon written notice to Seller, sell and assign to any Eligible Assignee all or any portion of all of the rights and obligations of Buyer under the Repurchase Documents so long as the original balance of each such assigned interest is equal to at least $5,000,000. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in connection with any assignment or participationthe form of Exhibit D (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, disclose (i) such Eligible Assignee shall be a Party and, to the assignee or participant orextent provided therein, in have the case rights and obligations of any securitization or similar transactionBuyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to any investor or rating agencythe extent provided therein, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that be released from such information is subject to the confidentiality provisions contained in this Agreement obligations (and, in the case of any assignee an Assignment and Acceptance covering all or participant which is not an Affiliate the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Capital Protection Provider, Eligible Assignee and the prior written consent amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Adviser or the FundRepurchase Documents as a sale by Buyer of a participation in such rights and obligations in accordance with Section 18.08(b). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Seller shall reasonably cooperate with Buyer in connection with any such sale and assignment of participations or assignments and shall enter into such reasonable restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that (i) none of the foregoing shall change any economic or other material term of the Repurchase Documents in a security interest manner adverse to Seller without the written consent of Seller and (ii) Buyer shall reimburse Seller for all reasonable and necessary out-of-pocket costs and expenses actually incurred by Seller in connection therewith. (e) Buyer shall have the right to partially or completely syndicate any or all or any portion of its rights under this Agreement and the other Repurchase Documents to secure obligations any Eligible Assignee so long as the original balance of the Capital Protection Provider, subject each such syndicated interest is equal to at least 10 days advance written notice provided to the Fund$5,000,000.

Assignments and Participations. (a) The Fund Sellers shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentBuyer, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt by a Seller to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of either Seller or Guarantor, sell participations to any Person (other than a natural person or Seller, Guarantor or any Affiliate of Seller or Guarantor) (a “Participant”) in up to one hundred percent (100%) (in the aggregate, in one or more banks or other entities in or transactions, including any assignments under Section 18.08(c)) of Buyer’s rights and/or obligations under the Repurchase Documents; provided, that, as conditions to all or a portion the sale of its such participations, (i) Buyer’s obligations and Seller’s rights and obligations under this Agreement the Repurchase Documents shall remain unchanged, (includingii) Buyer shall remain solely responsible to Seller for the performance of such obligations, without limitation(iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, all or a portion of and (iv) each Participant agrees to be bound by the Fees owing to it)confidentiality provisions set forth in Section 18.10; provided, that the Capital Protection Provider agrees that any such disposition that, so long as no Event of Default has occurred and is continuing, Buyer shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations retain full decision-making authority under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fund. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights under this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fund.▇▇▇▇▇▇▇▇▇▇

Assignments and Participations. (a) The Fund Sellers shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentBuyer, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt by a Seller to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider may sell terms and provisions governing assignments and participations to one or more banks or other entities under Section 18.08(b) are set forth in or to all or a portion of its rights the Fee Letter, and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested are incorporated by the Trust in order to meet its disclosure obligations under the Trust’s registration statementreference herein. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, terms and provisions governing assignments and participations under Section 18.08(c) are set forth in the case of any securitization or similar transactionFee Letter, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider and are incorporated by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundreference herein. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Seller shall cooperate with Buyer, at Buyer’s sole cost and expense, in connection with (i) any such sale and assignment of participations, syndications or assignments and (ii) any intercreditor agreement entered in connection therewith, and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a security manner adverse to Seller without the consent of Seller. (e) ▇▇▇▇▇, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Eligible Assignees that become Parties hereto and, with respect to each such Eligible Assignee, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice. (f) Each Party that sells a participation or syndicates an interest shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register on which it enters the name and address of each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Repurchase Documents (the “Participant Register”); provided that no Party shall have any obligation to disclose all or any portion of its rights the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Repurchase Document) to any Person except (i) that portion of the Participant Register relating to any Participant with respect to which an additional amount is requested from Seller under Article 12 or 13 shall be made available to Seller, and (ii) otherwise - 92 - to the extent that such disclosure is reasonably expected to be necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the participating Party shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notwithstanding any notice provided to the Fundcontrary.

Assignments and Participations. (a) The Fund This Agreement shall not have bind and inure to the right to benefit of the respective successors and permitted assigns of each of the parties hereto; provided, however, that no Seller nor Servicer may assign any of its rights hereunder or under any interest herein Transaction Document without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserPurchaser. (b) The Capital Protection Provider may Purchaser shall have the right, without the consent of any Seller or Servicer, to sell, assign, transfer or negotiate in all or any part of, or any interest in, the Purchased Receivables and/or the Purchaser’s obligations, rights and benefits under any Transaction Document to any Eligible Assignee and to grant participations in all or any part of, or any interest in, the Purchaser’s obligations, rights and benefits under any Transaction Document. (c) The Purchaser shall have the right, with the consent of any Seller or Servicer (such consent not to be unreasonably conditioned, delayed or withheld) , to sell, assign, transfer or negotiate in all or any part of, or any interest in, the Purchased Receivables and/or the Purchaser’s obligations, rights and benefits under any Transaction Document to any other Person who is not included under the Purchaser’s rights pursuant to section 7(b) above, provided, that, such consent shall not be required upon the occurrence of Servicer Replacement Event or an Insolvency Event with respect to any Seller or Servicer. (d) Purchaser may, without the consent of the Seller, sell participations to one or more banks or other entities Eligible Assignees (each, a “Participant”) in or to all or a portion of its Purchaser’s rights and and/or obligations under this Agreement the Transaction Documents (including, without limitation, including all or a portion of the Fees owing to itPurchased Receivables); providedprovided that (i) Purchaser’s obligations under the Transaction Documents shall remain unchanged, that (ii) Purchaser shall remain solely responsible to the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever other parties hereto for the Capital Protection Providerperformance of Purchaser’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust (iii) Seller shall continue to deal solely and directly with all information reasonably requested by the Trust Purchaser in order to meet its disclosure connection with Purchaser’s rights and/or obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayTransaction Documents. Any agreement or instrument pursuant to which Purchaser sells such a participation shall provide that Purchaser shall retain the sole right to enforce the Transaction Documents and to approve any amendment, in connection with any assignment modification or participation, disclose to the assignee or participant or, in the case waiver of any securitization provision of the Transaction Documents. Notwithstanding the foregoing, following any Trigger Event or similar transactionServices Replacement Event, to any investor the Purchaser may sell, assign or rating agency, any information relating to the Fund or participate any of its Affiliates furnished to rights or interests hereunder or under the Capital Protection Provider by Transaction Documents, without the consent of, or on behalf of the Fundnotice to, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser Seller or the FundCompany. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights under this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fund.

Assignments and Participations. (a) The Fund Seller shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate any of its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentBuyer, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of Seller, sell participations to one any Person (other than a natural person or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (includingSeller, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund Guarantor or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser Seller or the Fund. Guarantor) (da “Participant”) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of Buyer’s rights and/or obligations under the Repurchase Documents; provided that, as conditions to the sale of such participations, (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, (iii) Seller shall continue to deal -93- LEGAL02/38049601v7 (c) Buyer may at any time, without the consent of Seller but upon notice to Seller, sell and assign to any Person (an “Assignee”) all or any portion of all of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, (i) such Assignee shall be a Party and, to the extent provided therein, have the rights and obligations of Buyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to the extent provided therein, be released from such obligations (and in the case of an Assignment and Acceptance covering all or the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Repurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18.08(b). (d) Seller shall cooperate with Buyer in connection with any such sale and assignment of participations or assignments and shall enter into such restatements of, and -94- LEGAL02/38049601v7 (e) Buyer shall have the right to partially or completely syndicate any or all of its rights under the Agreement and the other Repurchase Documents to any Assignee. (f) Buyer, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Assignees that become Parties hereto and, with respect to each such Assignee, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice. (g) Each Party that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register on which it enters the name and address of each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Repurchase Documents (the “Participant Register”); provided that no Party shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Repurchase Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the participating Party shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notwithstanding any notice provided to the Fundcontrary.

Assignments and Participations. (a) The Fund Seller shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentBuyer, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt by Seller to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of or notice to Seller, sell participations to one any Person (other than a natural person, Seller, Guarantor or more banks any Affiliate of Seller or other entities Guarantor) (a “Participant”) in or to all or any portion of Buyer's rights and/or obligations under the Repurchase Documents; provided, that (i) Buyer's obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, and (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer's rights and obligations under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 to the same extent as if it had acquired its interest by assignment pursuant to Section 17.08(c), but shall not be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a greater payment results from a change in any Requirement of Law that occurs after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall be entitled to the benefits of Sections 10.02(j) and 17.17 to the same extent as if it had acquired its interest by assignment pursuant to Section 17.08(c). (c) Buyer may at any time, without consent of Seller or Guarantor but upon notice to Seller, sell and assign to any Eligible Assignee, which Eligible Assignee, if no Event of Default has occurred and is continuing, must also be a Qualified Institutional Lender, all or any portion of all of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit D (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, (i) such Eligible Assignee shall be a Party and, to the extent provided therein, have the rights and obligations of Buyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to the extent provided therein, be released from such obligations (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Buyer's rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Eligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Notwithstanding the foregoing, unless and until such time as Buyer shall have assigned one hundred percent (100%) of its rights and obligations under this Agreement (includingthe Repurchase Documents in the manner set forth above, without limitation, all or a portion of the Fees owing Seller shall continue to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect deal solely and directly with Buyer in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent connection with Buyer's rights and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (cRepurchase Documents. Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 17.08(c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf shall be treated for purposes of the Fund, provided that Repurchase Documents as a sale by such information is subject to the confidentiality provisions contained Buyer of a participation in this Agreement and, such rights and obligations in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundaccordance with Section 17.08(b). (d) The Capital Protection Provider may pledge Seller shall, at Buyer's expense, cooperate with Buyer in connection with any such sale and assignment of participations or otherwise transfer assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to Seller, as determined by Seller without the consent of Seller. (e) Buyer shall have the right to partially or completely syndicate and or all of its rights hereunder under the Agreement and the other Repurchase Documents to any Eligible Assignee. (f) Seller shall maintain a register (the “Register”) on which it will record the name and address of each Eligible Assignee, and the percentage or portion of the rights and obligations assigned to such Eligible Assignee hereunder. The Register shall be available for inspection by way Buyer and any Eligible Assignee at any reasonable time and from time to time upon reasonable prior notice. (g) Buyer and any Eligible Assignee shall, acting solely for this purpose as a non-fiduciary agent of pledge Seller, maintain a register (the “Participant Register”) on which it will record the name and address of each Participant and the percentage or assignment portion of the rights and obligations transferred to such Participant. No Person that sells a security interest in participation shall have any obligation to disclose all or any portion of its rights under this Agreement the Participant Register to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided any other Person except to the Fundextent that such disclosure is necessary to establish that the applicable participation is maintained “in registered form” within the meaning of Treasury regulations section 5f.103-1(c).

Assignments and Participations. (a) The Fund Each Lender shall not have the right to assign assign, transfer, sell, negotiate, pledge or otherwise hypothecate this Agreement and any of its rights and security hereunder or and under the other Loan Documents to any interest herein without other Eligible Assignee with the prior written consent of the Capital Protection Provider. The Guarantor may Administrative Agent, which consent shall not assign be unreasonably withheld, conditioned or otherwise transfer any of its rights or obligations hereunder without delayed, provided however, that the consent of the Fund except parties to each such assignment shall execute and deliver to the Agent or any Affiliate of Administrative Agent, for its approval and acceptance, an Assignment and Assumption. Upon such execution, delivery, approval and acceptance, and upon the Agent which has a long-term debt rating or deposit rating of not less than effective date specified in the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofapplicable Assignment and Assumption, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of more than $1,000,000,000 at a Lender hereunder and under the time other Loan Documents, and Borrower hereby agrees that all of the rights and remedies of Lenders in connection with the interest so assigned shall be enforceable against Borrower by an Eligible Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment, and (ii) assumes all of the assigning Lender thereunder shall, to the extent that rights and obligations of hereunder and under the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements other Loan Documents have been assigned by it pursuant to Section 6.01(a)such Assignment and Assumption, subject relinquish its rights and be released from its obligations hereunder and thereunder. Borrower shall use reasonable efforts to cooperate with Administrative Agent and each Lender in connection with the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, of interests under this Agreement or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Advisersale of participations herein. (b) The Capital Protection Provider may Each Lender shall have the right to sell participations to one or more banks or other entities Eligible Assignees in or to all or a portion of its rights and obligations under the Loan and the Loan Documents' provided however, that (i) such Lender's obligations under this Agreement (includingincluding without limitation its Commitment to Borrower hereunder) shall remain unchanged, without limitation(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, all or a portion of (iii) the Fees owing Borrower, the Administrative Agent and the other Lenders shall continue to it); provided, that the Capital Protection Provider agrees that any deal solely and directly with such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider may, Lender in connection with such Lender's rights and obligations under this Agreement and with Table Of Contents regard to any assignment or participationand all payments to be made under this Agreement, disclose to and (iv) the assignee or participant or, in the case holder of any securitization or similar transaction, such participation shall not be entitled to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fund. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its voting rights under this Agreement to secure obligations of or the Capital Protection Provider, subject to at least 10 days advance other Loan Documents. Upon written notice provided request by the Borrower to the FundAgent, the Agent shall promptly provide to the Borrower the identity of each participant and the current amount of each participation with respect to each Lender and, upon the request of Agent, each Lender shall promptly provide the Agent with such information required to satisfy Borrower's request.

Assignments and Participations. (a) The Fund shall not have Lender may sell, ------------------------------ transfer, negotiate or assign to one or more other financial institutions all or a portion of its Commitment, the right Loans owing to assign its rights hereunder or any it and an interest herein without in the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any Note held by it and a commensurate portion of its rights or and obligations hereunder without and under the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), Loan Documents subject to the accounting rules applicable proviso to such Affiliate or Person subparagraph (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commissionc) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviserbelow. (b) The Capital Protection Provider Lender may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of the Fees Commitment, the Loans owing to it and the Note held by it); provided, that . In the Capital Protection Provider agrees that event of the sale of any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested participation by the Trust in order to meet its disclosure Lender, (i) the Lender's obligations under the Trust’s registration statementLoan Documents (including, without limitation, the Commitment) shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Lender shall remain the holder of such Note and Obligations for all purposes of this Agreement, and (iv) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose Each participant shall be entitled to the assignee or benefits of Sections 2.10, 2.12 and 2.14 as if it were a Lender; provided, however, that anything -------- ------- herein to the contrary notwithstanding, the Borrower shall not, at any time, be obligated to pay to any participant or, in the case of any securitization interest of the Lender, under Section 2.10, 2.12 or similar transaction, to any investor or rating agency2.14, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf sum in excess of the Fund, provided that sum which the Borrower would have been obligated to pay Lender in respect of such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee interest had such assignment not been effected or participant which is had such participation not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundbeen sold. (d) The Capital Protection Provider Borrower shall cooperate with Lender, at no cost or expense to the Borrower, and any other party to whom the Lender may pledge assign or otherwise transfer its rights hereunder by way of pledge sell participations (or negotiate for such assignment of a security interest or sale) in all or any a portion of its rights under this Agreement the Commitment, the Loans owing to secure it and an interest in the Note. Such cooperation of the part of the Borrower shall include but shall not be limited to the execution and delivery of (i) amendments, modifications and/or supplements to one or more Loan Documents, in form and substance as may be required by Lender, and (ii) the execution and delivery of one or more additional promissory notes, at no cost or expense to the Borrower; provided however, that such promissory notes, ---------------- amendments, modifications and/or supplements do not materially increase the obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to Borrower or materially diminish the Fundrights of the Borrower under the Loan Documents.

Assignments and Participations. (a) The Fund provisions of this Agreement shall not have be binding upon and inure to the right to assign its rights hereunder or any interest herein without the prior written consent benefit of the Capital Protection Provider. The Guarantor parties hereto and their respective successors and assigns, except that the Borrower may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of all Lenders. (b) Any Lender may at any time grant to one or more lenders or other institutions (each a “Participant”) participating interests in its Commitment or any or all of its Advances. In the event of any such grant by a Lender of a participating interest to a Participant, whether or not upon notice to the Borrower and the Agent, such Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including the right to approve any amendment, modification or waiver of any provision of this Agreement and each other Loan Document, provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement described in Section 8.01(c), (d) or (g) without the consent of the Fund except Participant. The Borrower agrees that each Participant shall, to the Agent or any Affiliate extent provided in its participation agreement, be entitled to the benefits of the Agent which has a long-term debt rating or deposit rating of not less than the GuarantorArticle VII with respect to its participating interest. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization An assignment or other transfer which is not permitted by clause (provided that d) or (Ae) below shall be given effect for purposes of this Agreement only to the Guarantor shall guarantee extent of a participating interest granted in accordance with this clause (b). Notwithstanding anything in this paragraph to the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement contrary, any bank that is substantially a member of the same in form and substance as the Guaranty, (B) such Affiliate or Person Farm Credit System that (i) has net capital purchased a participation from a Lender in the minimum amount of more than $1,000,000,000 at 10,000,000 on or after the time of such assignmentEffective Date, and (ii) assumes all is, by written notice to the Borrower and the Agent (a “Voting Participant Notification”), designated by such Lender as being entitled to be accorded the rights of a voting participant hereunder (any bank that is a member of the obligations Farm Credit System so designated being called a “Voting Participant”) and (iii) receives the prior written consent of the Capital Protection Provider hereunderBorrower and the Agent to become a Voting Participant, including without limitationshall be entitled to vote (and the voting rights of such Lender shall be correspondingly reduced), the obligation on a dollar for dollar basis, as if such participant were a Lender, on any matter requiring or allowing a Lender to provide audited financial statements or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (x) state the full name, as well as all contact information required of an assignee as set forth in an Assignment and Acceptance and (y) state the dollar amount of the participant purchased. The Borrower and the Agent shall be entitled to conclusively rely on information contained in notices delivered pursuant to this clause. (c) Each Lender that grants or sells a participating interest in any Advance, Commitment or other interest to a Participant shall, as agent of the Borrower solely for the purpose of this Section 8.07, record in book entries maintained by such Lender the name and the amount of the participating interest of each Participant entitled to receive payments in respect of such participating interests. (d) Any Lender may at any time, and so long as no Default shall have occurred and be continuing, if demanded by the Borrower pursuant to Section 6.01(a), subject to the accounting rules applicable 2.18 upon at least five Business Days’ notice to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by Lender and the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the FundAgent will, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations assign to one or more banks Eligible Assignees (each an “Assignee”) all, or other entities a proportionate part (such portion to be in or an amount equal to all of such Lender’s Commitment or a portion equal to or greater than $5,000,000, in the case of Revolving Advance Commitments and Term A Advances or $1,000,000, in the case of Term B Advances or an integral multiple of $1,000,000 in excess thereof, in any case, unless otherwise agreed to by the Borrower and the Agent) of all, of its rights and obligations under this Agreement and the other Loan Documents, which assignment may be on a non-pro rata basis among separate tranches of Revolving Advances and Term Advances, and such Assignee shall assume such rights and obligations, pursuant to an assignment and acceptance in substantially the form of Exhibit C hereto (includingan “Assignment and Acceptance”) executed by such Assignee and such transferor Lender, without limitationwith (and subject to) the consent of the Borrower and the Agent, such consents not to be unreasonably withheld or delayed and, in addition, (if such assignment is of Revolving Advances or Revolving Advance Commitments) the prior written consent of each LC Bank and the Swingline Lender, provided that (i) if an Assignee is a Lender Affiliate of such transferor Lender or another Lender, neither the Borrower’s nor the Agent’s consent shall be required, (ii) if any Event of Default shall have occurred and be continuing, the Borrower’s consent shall not be required and (iii) any assignment of a Revolving Advance Commitment shall only be permitted if a proportionate part of such transferor Lender’s obligations to participate in Letters of Credit and Swingline Loans in accordance with the terms of this Agreement are transferred concurrently therewith. No assignment shall be made to a Defaulting Lender. Notwithstanding the foregoing, no assigning Lender shall, after giving effect to any such assignment, and as determined on the effective date of the Assignment and Acceptance with respect thereto, retain a Revolving Advance Commitment of less than $5,000,000 or Term A Advances or Term B Advances of less than $1,000,000 (unless otherwise agreed to by the Borrower and the Agent). Upon (i) execution of an Assignment and Acceptance, (ii) if the Assignee is not an existing Lender or an affiliate of an existing Lender, the payment of a nonrefundable assignment fee of $3,500 in immediately available funds to the Agent in connection with each such assignment, (iii) written notice thereof by such transferor Lender to the Agent and the resulting effect upon the Advances of the assigning Lender and the Assignee, the Assignee shall have, to the extent of such assignment, the same rights and benefits as it would have if it were a Lender hereunder (provided that the Borrower and the Agent shall be entitled to continue to deal solely and directly with the assignor Lender in connection with the interests so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by the assignor Lender and the Assignee) and, if the Assignee has expressly assumed, for the benefit of the Borrower, some or all of the transferor Lender’s obligations hereunder, such transferor Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, on or prior to the date it becomes a Lender under this Agreement, deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.17. Each Assignee shall take such Advances and Commitment subject to the provisions of this Agreement and the other Loan Documents and to any request made, waiver or consent given or other action taken hereunder, prior to the receipt by the Agent and the Borrower of written notice of such transfer, by each previous holder of such Advances and Commitment. Such Assignment and Acceptance shall be deemed to amend this Agreement and Schedule I hereto, to the extent, and only to the extent, necessary to reflect the addition of such Assignee as a Lender and the resulting adjustment of all or a portion of the Fees owing rights and obligations of such transferor Lender under this Agreement, the determination of its Percentage (in each case, rounded to ittwelve decimal places); provided, that the Capital Protection Provider agrees that Advances and any new Notes to be issued, at the Borrower’s expense, to such disposition shall not alter Assignee, and no further consent or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested action by the Trust in order Borrower or the Lenders shall be required to meet its disclosure obligations under the Trust’s registration statementeffect such amendments. (ce) The Capital Protection Provider mayBorrower hereby designates the Agent to serve as the Borrower’s agent, solely for the purpose of this Section, to maintain a register (the “Register”) on which the Agent will record each Lender’s Commitment, the Advances made by each Lender and the Notes evidencing such Advances, and each repayment in connection with respect of the principal amount of the Advances of each Lender and annexed to which the Agent shall retain a copy of each Assignment and Acceptance delivered to the Agent pursuant to this Section. Failure to make any recordation, or any error in such recordation, shall not affect the Borrower’s or any other Obligor’s Obligations in respect of such Advances or Notes. The entries in the Register shall be conclusive (provided, however, that any failure to make any recordation or any error in such recordation shall be corrected by the Agent upon notice or discovery thereof), and the Borrower, the Agent and the Lenders shall treat each Person in whose name an Advance and related Note is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary. A Lender’s Commitment and the Advances made pursuant thereto and the Notes evidencing such Advances may be assigned or otherwise transferred in whole or in part only by registration of such assignment or participation, disclose transfer in the Register. Any assignment or transfer of a Lender’s Commitment or the Advances or the Notes evidencing such Advances made pursuant thereto shall be registered in the Register only upon delivery to the assignee Agent of an Assignment and Acceptance duly executed by the assignor thereof. No assignment or participant or, transfer of a Lender’s Commitment or the Advances made pursuant thereto or the Notes evidencing such Advances shall be effective unless such assignment or transfer shall have been recorded in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to Register by the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, Agent as provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the FundSection. (df) The Capital Protection Provider Notwithstanding any other provision set forth in this Agreement, any Lender may at any time pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in assign all or any portion of its rights under this Agreement Agreement, the Loan Documents and the other documents executed and delivered in connection herewith (including any Note held by it) to secure obligations of such Lender, including any pledge or assignment to secure obligations to any Federal Reserve Bank in accordance with Regulation A of the Capital Protection ProviderFederal Reserve Board without notice to, subject or the consent of, the Borrower or the Agent and this Section shall not apply to at least 10 days advance written notice any such pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (g) No Assignee, Participant or other transferee of any Lender’s rights shall be entitled to receive any greater payment under Section 2.13 than such Lender would have been entitled to receive with respect to the Fundrights transferred, unless such transfer is made with the Borrower’s prior written consent or by reason of the provisions of Section 2.13 or 2.14 requiring such Lender to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist. (h) Notwithstanding anything to the contrary contained herein, any Lender (a “Designating Lender”): (i) May grant to one or more special purpose funding vehicles (each, an “SPV”), identified as such in writing from time to time by the Designating Lender to the Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement, provided that (A) nothing herein shall constitute a commitment by any SPV to make any Advance, (B) whether or not an SPV elects to exercise such option or otherwise fails to provide all or any part of such Advance, the Designating Lender shall be obligated to make such Advance pursuant to the terms hereof and (C) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Advance were made by such Designating Lender. (ii) As to any Advances or portion thereof made by it, each SPV shall have all the rights that a Lender making such Advances or portion thereof would have had under this Agreement, provided, however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Agreement and any other Loan Documents and to exercise on such SPV’s behalf, all of such SPV’s voting rights under this Agreement. No Note shall be required to evidence the Advances or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note (if such Note is requested by the Designating Lender under this Agreement) as agent for such SPV to the extent of the Advances or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. (iv) In addition, notwithstanding anything to the contrary contained in this Section 8.07(h) or otherwise in this Agreement, any SPV may (A) at any time and without paying any processing fee therefor, assign or for security purposes only participate all or a portion of its interest in any Advances to the Designating Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Advances and (B) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 8.07(h) may not be amended without the written consent of any Designating Lender affected thereby.

Assignments and Participations. (a) The Fund Sellers shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor Buyer, and any attempt by a Seller to do so without such consent shall be null and void. (b) Buyer may not assign or otherwise transfer at any of its rights or obligations hereunder time, without the consent of either Seller or Guarantor, sell participations to an Eligible Assignee (a “Participant”) in up to one hundred percent (100%) (in the Fund aggregate, in one or more transactions, including any assignments under Section 18.08(c)) of Buyer’s rights and/or obligations under the Repurchase Documents; provided, that, as conditions to the sale of such participations, (i) Buyer’s obligations and Seller’s rights and obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, and (iv) each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.10; provided, that, so long as no Event of Default has occurred and is continuing, Buyer shall retain full decision-making authority under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the Agent extent that the Repurchase Price or Price Differential of any Affiliate Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the Agent which has a long-term debt rating or deposit rating benefits of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer Article 12 (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person requirements and limitations and obligations set forth therein, including the requirements under Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), provided that such financial statement Participant shall not be entitled to receive any greater payment under Section 12.04 or Section 12.06 than its participating Buyer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any event Requirements of Law or in the interpretation or application thereof by a Governmental Authority or compliance by such Participant with a request or directive (whether or not having the force of law) from a central bank or other Governmental Authority having jurisdiction over such Participant, in each case made or issued after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall also be prepared in accordance with U.S. GAAP or such other accounting principles allowed by entitled to the Commissionbenefits of Sections 10.02(j) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect 18.17 to the Fund, the Capital Protection Provider, or the Guarantorsame extent as if it had acquired its interest by assignment pursuant to Section 18.08(c). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, without the consent of either Seller or Guarantor but upon notice to Seller, sell and assign to any Eligible Assignee up to one hundred percent (100%) (in the aggregate, in one or more transactions, and including any participations under Section 18.08(b)) of the rights and obligations of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit E (an “Assignment and Acceptance”), a copy of which shall be delivered to Seller as soon as reasonably possible after the execution thereof and in any event at least five (5) Business Days before the next Remittance Date for any Purchased Asset. From and after the effective date of such Assignment and Acceptance, (i) each such Eligible Assignee shall be a Party and, to the extent provided therein, have the rights and obligations of Buyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided that, so long as no Event of Default has occurred and is continuing, Buyer shall remain solely responsible to Seller for the performance of Buyer’s obligations under the Repurchase Documents, (ii) so long as no Event of Default has occurred and is continuing, Seller shall continue to deal solely and directly with Buyer in connection with any assignment or participationBuyer’s rights and obligations under the Repurchase Documents, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf and (iii) Buyer will give prompt written notice thereof (including identification of the Fund, provided Eligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that such information is subject to the confidentiality provisions contained in does not comply with this Agreement and, in the case of any assignee or participant which is not an Affiliate Section 18.08(c) shall be treated for purposes of the Capital Protection Provider, the prior written consent Repurchase Documents as a sale by such Buyer of the Adviser or the Funda participation in such rights and obligations in accordance with Section 18.08(b). (d) Seller shall cooperate with Buyer in connection with any such sale and assignment of participations, syndications or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to Seller without the consent of Seller. (e) [Intentionally Omitted]. (f) Buyer, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Eligible Assignees that become Parties hereto and, with respect to each such Eligible Assignee, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The Capital Protection Provider may pledge or otherwise transfer entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice. (g) Each Party that sells a participation of its rights hereunder by way hereunder, shall, acting solely for this purpose as a non-fiduciary agent of pledge or assignment Seller, maintain a register on which it enters the name and address of a security each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Repurchase Documents (the “Participant Register”); provided that Buyer shall not have any obligation to disclose all or any portion of its rights the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Repurchase Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notwithstanding any notice provided to the Fundcontrary.

Assignments and Participations. (a) The Fund Sellers shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentBuyer, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including any attempt by a Seller to do so without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement consent shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) null and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviservoid. (b) The Capital Protection Provider Buyer may at any time, without the consent of or notice to Sellers or Guarantor, sell participations to one any Person (other than a natural person or more banks Sellers, Guarantor or other entities any Affiliate thereof) (a “Participant”) in or to all or a any portion of its Buyer’s rights and/or obligations under the Repurchase Documents; provided, that (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Sellers for the performance of such obligations, and (iii) Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement (includingthe Repurchase Documents. No Participant shall have any right to approve any amendment, without limitationwaiver or consent with respect to any Repurchase Document, all except to the extent that the Repurchase Price or a portion Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), but shall not be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the Fees owing participation to itsuch Participant is made with each Seller’s prior written consent. To the extent permitted by Requirements of Law, each Participant shall be entitled to the benefits of Sections 10.02(j) and 18.17 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, without consent of Sellers or Guarantor but upon notice to Sellers, sell and assign to any Eligible Assignee all or any portion of all of the rights and obligations or duties of Buyer under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in connection with any assignment or participationthe form of Exhibit F (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, disclose (i) such Eligible Assignee shall be a Party and, to the assignee or participant orextent provided therein, in have the case rights and obligations of any securitization or similar transactionBuyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to any investor or rating agencythe extent provided therein, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that be released from such information is subject to the confidentiality provisions contained in this Agreement obligations (and, in the case of any assignee an Assignment and Acceptance covering all or participant which is not an Affiliate the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Capital Protection Provider, Eligible Assignee and the prior written consent amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Adviser or the FundRepurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18.08(b). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or Sellers shall cooperate with Buyer in connection with any such sale and assignment of participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a security interest manner adverse to Sellers without the consent of Sellers in its respective discretion. (e) Buyer shall have the right to partially or completely syndicate and or all or any portion of its rights under this the Agreement and the other Repurchase Documents to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fundany Eligible Assignee.

Assignments and Participations. (a) The Fund Each Seller shall not have the right to sell, assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection ProviderBuyer, and any attempt by a Seller to do so without such consent shall be null and void. The Guarantor Buyer may not assign or otherwise transfer at any of its rights or obligations hereunder time, without the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except notice to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofSeller, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one any Person (other than a natural person or more banks Seller or other entities in or to all or Guarantor) (a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c“Participant”) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fund. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of Buyer’s rights and/or obligations under the Repurchase Documents; provided, that (i) Buyer’s obligations and each Seller’s rights and obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Sellers for the performance of such obligations, and (iii) Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 to the same extent as if it had acquired its rights under this Agreement interest by assignment pursuant to secure obligations of the Capital Protection Provider, Section 18.08(b); so long as such Participant agrees to be subject to at least 10 days advance written notice provided to the FundSection 12.

Assignments and Participations. (a) The Fund shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor No Seller may not assign or otherwise transfer delegate any of its rights or obligations hereunder under this Repurchase Agreement without the express written consent of the Fund except Buyer and any assignment or delegation that is attempted in contravention of this provision shall be null and void, ab initio. The Buyer may assign and delegate to the Agent one or any Affiliate more Affiliates of the Agent which has Buyer all or a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any portion of its rights or and obligations hereunder without under this Repurchase Agreement; provided, however, that the consent parties to each such assignment shall execute and deliver an Assignment and Acceptance substantially in the form of Exhibit H, with appropriate completions (an “Assignment and Acceptance”). (b) Upon such execution and delivery, from and after the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofeffective date specified in such Assignment and Acceptance, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to it pursuant to such Assignment and Acceptance, have the rights and obligations of more than $1,000,000,000 at the time of such assignmentBuyer hereunder, and (ii) assumes all of the Buyer assignor thereunder shall, to the extent that any rights and obligations of hereunder have been assigned and delegated by it, and accepted and assumed by the Capital Protection Provider hereunderassignee, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a)such Assignment and Acceptance, subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event relinquish its rights and be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in released from its obligations under this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserRepurchase Agreement. (bc) The Capital Protection Provider Buyer may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it)Repurchase Agreement; provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided furtherhowever, that (i) the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) the TrustBuyer shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s registration statementrights and obligations under and in respect of this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Section 3.03, each participant of the Buyer shall be entitled to the additional compensation and other rights and protections afforded the Buyer under Section 3.03 to the same extent as the Buyer would have been entitled to receive them with respect to the participation sold to such participant. (cd) The Capital Protection Provider Buyer may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 11.05, disclose to the assignee or participant oror proposed assignee or participant, in as the case of any securitization or similar transaction, to any investor or rating agencymay be, any information relating to the Fund any Seller or any of its Affiliates their Subsidiaries or to any aspect of the Loans that has been furnished to the Capital Protection Provider Buyer by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case any Seller or any of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundtheir Subsidiaries. (de) The Capital Protection Provider Buyer may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of at any time create a security interest in all or any portion of its rights under this Repurchase Agreement (including, without limitation, the Repurchase Obligations owing to secure it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Buyer from its obligations hereunder. (f) Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, the Buyer may assign all or any portion of its rights and obligations hereunder to any Person, provided that upon the effective date of such assignment such Person shall become a party hereto and a Buyer hereunder and shall be (i) entitled to all the rights, benefits and privileges accorded the Buyer under the Repurchase Documents, and (ii) subject to all the duties and obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to Buyer under the FundRepurchase Documents.

Assignments and Participations. (a) The Fund shall not have the right Lender may sell, transfer, negotiate or assign to assign its rights hereunder one or any interest herein without the prior written consent more other financial institutions all or a portion of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer any Commitment, the Loans owing to it and an interest in the Notes held by it and a commensurate portion of its rights or and obligations hereunder without and under the consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), Loan Documents subject to the accounting rules applicable proviso to such Affiliate or Person subparagraph (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commissionc) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviserbelow. (b) The Capital Protection Provider Lender may sell participations to one or more banks or other entities Persons in or to all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of the Fees Commitment, the Loans owing to it and the Notes held by it); provided, that . In the Capital Protection Provider agrees that event of the sale of any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested participation by the Trust in order to meet its disclosure Lender, (i) the Lender's obligations under the Trust’s registration statementLoan Documents shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Lender shall remain the holder of such Notes and Obligations for all purposes of this Agreement, and (iv) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose Each participant shall be entitled to the assignee or benefits of Sections 2.9, 2.10 and 2.13 as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any time, be obligated to pay to any participant or, in the case of any securitization interest of the Lender, under Sections 2.10, 2.12 or similar transaction, to any investor or rating agency2.14, any information relating to the Fund or any of its Affiliates furnished to the Capital Protection Provider by or on behalf sum in excess of the Fund, provided that sum which the Borrower would have been obligated to pay Lender in respect of such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee interest had such assignment not been effected or participant which is had such participation not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundbeen sold. (d) The Capital Protection Provider Borrower shall cooperate with Lender, at no cost or expense to the Borrower, and any other party to whom the Lender may pledge assign or otherwise transfer its rights hereunder by way of pledge sell participations (or negotiate for such assignment of a security interest or sale) in all or any a portion of its rights under this Agreement the Commitment, the Loans owing to secure it and an interest in the Notes. Such cooperation on the part of the Borrower shall include but shall not be limited to the execution and delivery of amendments, modifications and/or supplements to one or more Loan Documents, in form and substance as may be required by Lender, at no cost or expense to the Borrower; provided, however, that such amendments, modifications and/or supplements do not materially increase the obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to Borrower or materially diminish the Fundrights of the Borrower under the Loan Documents.

Assignments and Participations. (a) The Fund None of Guarantor, Pledgor or Seller shall not have sell, assign or transfer any of their respective rights or the right to assign its rights hereunder Repurchase Obligations or delegate any of their respective duties under this Agreement or any interest herein other Repurchase Document without the prior written consent of the Capital Protection Provider. The Guarantor Buyer, and any attempt to do so without such consent shall be null and void. (b) Buyer may not assign or otherwise transfer at any of its rights or obligations hereunder time, without the consent of the Fund except Seller, Pledgor, Sponsor, Manager or Guarantor, sell participations to the Agent any Person (other than a natural person or Seller, Guarantor or any Affiliate of the Agent which has a long-term debt rating Seller, Pledgor, Sponsor or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign , or otherwise transfer any of its rights an Underlying Obligor or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider an Underlying Obligor) (a “Participant”) in all or any Person administered or managed by portion of Buyer’s rights and/or obligations under the Capital Protection Provider Repurchase Documents provided that Buyer may not sell participations in a manner that would cause all or any Affiliate thereofportion of Seller to be treated as a “taxable mortgage pool” for federal income tax purposes; provided further that, includingso long as no monetary or material non-monetary Default or Event of Default shall exist, Buyer shall not sell participations to any Prohibited Transferee without limitationthe prior written consent of Seller, pursuant which consent may be given or withheld in its sole and absolute discretion, and as conditions to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations sale of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guarantyparticipations, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at Buyer’s obligations under the time Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such assignmentobligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, and (iiiv) assumes all each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.10; provided, that, so long as no Event of Default has occurred and is continuing, Buyer shall retain full decision-making authority under the obligations Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the Capital Protection Provider hereunder, including without limitation, Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the obligation to provide audited financial statements pursuant to Section 6.01(a), benefits of Article 12 (subject to the accounting rules applicable to such Affiliate or Person requirements and limitations therein, including the requirements under Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), provided that such financial statement Participant shall not be entitled to receive any greater payment under Section 12.04 or Section 12.06 than its participating Buyer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any event be prepared Requirements of Law or in accordance with U.S. GAAP the interpretation or application thereof by a Governmental Authority or compliance by Buyer or such Participant with a request or directive (whether or not having the force of law) from a central bank or other accounting principles allowed Governmental Authority having jurisdiction over Buyer or such Participant, in each case made or issued after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall also be entitled to the Commissionbenefits of Sections 10.02(i) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect 18.17 to the Fund, the Capital Protection Provider, or the Guarantorsame extent as if it had acquired its interest by assignment pursuant to Section 18.08(c). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statement. (c) The Capital Protection Provider mayBuyer may at any time, in connection with any assignment without the consent of Seller, Pledgor, Sponsor, Manager or participationGuarantor but upon notice to Seller, disclose to the assignee or participant or, in the case of any securitization or similar transaction, sell and assign to any investor or rating agency, any information relating to the Fund Eligible Assignee all or any portion of its Affiliates furnished to the Capital Protection Provider by or on behalf all of the Fundrights and obligations of Buyer under the Repurchase Documents, provided that such information is subject Buyer may not sell or make participations in a manner that would cause all or any portion of Seller to the confidentiality provisions contained in this Agreement andbe treated as a “taxable mortgage pool” for federal income tax purposes; provided, in the case further that so long as no monetary or material non-monetary Default or Event of any assignee or participant which is Default shall exist, (A) Buyer shall not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fund. (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in sell and assign all or any portion of its rights to any Prohibited Transferee without the prior written consent of Seller, which consent may be given or withheld in its sole and absolute discretion, and (B) Buyer shall structure any such sale or assignment of less than 100% of Buyer’s rights and responsibilities under this Agreement such that Seller shall continue to secure deal solely and directly with Buyer, as agent for all assignees, in connection with all of Buyer’s rights and obligations under this Agreement. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (an “Assignment and Acceptance”). From and after the effective date of such Assignment and Acceptance, (i) such Eligible Assignee shall be a Party and, to the extent provided therein, have the rights and obligations of Buyer under the Capital Protection ProviderRepurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, subject (ii) Buyer shall, to at least 10 days advance the extent provided therein, be released from such obligations (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice provided thereof (including identification of the Eligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Repurchase Documents as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 18.08(b). (d) Seller shall cooperate with Buyer, at Buyer’s sole cost and expense, in connection with any such sale and assignment of participations or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to Seller without the consent of Seller nor have a material adverse tax consequence to Seller, Pledgor, Guarantor, Sponsor or any of their direct or indirect owners (including, without limitation, causing all or any portion of Seller to be treated as a “taxable mortgage pool” for federal income tax purposes). (e) Buyer, at its sole cost and expense, shall have the right to partially or completely syndicate any or all of its rights under the Agreement and the other Repurchase Documents to any Eligible Assignee; provided, that Buyer may not syndicate any or all of its rights in a manner that would have a material adverse tax consequence to Seller, Pledgor, Guarantor, Sponsor or any of their direct or indirect owners (including, without limitation, causing all or any portion of Seller to be treated as a “taxable mortgage pool” for federal income tax purposes). (f) Buyer, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Eligible Assignees that become Parties hereto and, with respect to each such Eligible Assignee, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the Fundterms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice. (g) Each Party that sells a participation or syndicates an interest shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register on which it enters the name and address of each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Repurchase Documents (the “Participant Register”); provided that no Party shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Repurchase Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the participating Party shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Assignments and Participations. (a) The Fund provisions of this Agreement shall not have be binding upon and inure to the right to assign its rights hereunder or any interest herein without the prior written consent benefit of the Capital Protection Provider. The Guarantor parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Fund except to Lender, and (ii) the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider Lender may not assign or otherwise transfer any of its rights or obligations hereunder without to anyone other than an Eligible Assignee; provided, that the consent Lender shall provide prior notice of such assignment to the Borrower. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, or any participants to the extent provided in Section 12.1(b) hereof) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) The Lender shall have the right to grant participations in all or a portion of the Fund except Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Revolving Loans owing to any Affiliate it) to one or more other banking institutions (each such person a “Participant”), and such Participants shall be entitled to the benefits of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofthis Agreement, including, without limitation, pursuant Sections 2.10 and 2.11 hereof, to the same extent as if they were a merger, corporate reorganization or other transfer (direct party hereto; provided that (Ai) the Guarantor Lender’s obligations under this Agreement shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guarantyremain unchanged, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject Lender shall remain solely responsible to the accounting rules applicable to other parties hereto for the performance of such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) obligations and (Ciii) such assignment could not reasonably be expected the Borrower and the other parties hereto, shall continue to have a Material Adverse Effect deal solely and directly with respect to the Fund, Lender in connection with the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its Lender’s rights and obligations under this Agreement Agreement, and provided further that no such Participant shall be entitled to receive payment hereunder of any amount greater than the amount which would have been payable had the Lender not granted a participation to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (includingwhich consent may be withheld if any such Participant would be entitled to any such greater amount or conditioned on such Participant not receiving any such greater amount). Upon the grant of a participation of the Lender’s rights and/or obligations under this Agreement, without limitationthe Lender will promptly notify the Borrower of the Participant and the proportionate amount granted under such participation. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or a any portion of the Fees owing Participant Register (including the identity of any Participant or any information relating to it); provided, that the Capital Protection Provider agrees that any such disposition shall not alter or affect a Participant's interest in any way whatsoever the Capital Protection Provider’s direct obligations hereundercommitments, including consent and approval requirements; provided furtherloans, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet letters of credit or its disclosure other obligations under any Transaction Document) to any Person except to the Trust’s registration statementextent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103‑1(c) of the United States Treasury Regulations. (c) The Capital Protection Provider mayDeal Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in connection with any ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ a copy of each assignment or participationagreement delivered to it and a register for the recordation of the names and addresses of the Lenders, disclose and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the assignee or participant or, terms hereof from time to time (the “Register”). The entries in the case of any securitization or similar transactionRegister shall be conclusive absent manifest error, to any investor or rating agencyand the Borrower, any information relating the Deal Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the Fund or terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any of its Affiliates furnished Lender, at any reasonable time and from time to the Capital Protection Provider by or on behalf of the Fund, provided that such information is subject to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the time upon reasonable prior written consent of the Adviser or the Fundnotice. (d) The Capital Protection Provider may pledge Nothing herein shall prohibit the Lender from pledging or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or assigning as collateral any portion of its rights under this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fundany Federal Reserve Bank in accordance with Applicable Law and any such pledge or collateral assignment may be made without compliance with Section 12.1(a) or Section 12.1(b).

Assignments and Participations. (a) The Fund shall Borrower may not have the right to assign any of its rights or obligations hereunder or any interest herein under the Note without the prior consent of the Lender. (b) The Lender may assign the Loan and the Note; provided, however, the Lender may not, without the prior written consent of the Capital Protection ProviderBorrower, assign (x) its obligation hereunder to make Advances to the Borrower or (y) the Loan or the Note to a Prohibited Transferee. The Guarantor may not assign or Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which the assignee agrees to become the "Lender" hereunder, and upon consent thereto by the Borrower to the extent required above, the assignee shall have (unless otherwise transfer any of its rights or obligations hereunder without provided in such assignment with the consent of the Fund except to Borrower) the Agent or any Affiliate obligations, rights and benefits of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations Lender hereunder without the consent in respect of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed Loan and Advances theretofore held by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignmentLender, and (ii) assumes all of the obligations of assigning Lender shall be released from the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the Adviser. (b) The Capital Protection Provider may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it)Loan; provided, that the Capital Protection Provider agrees that any such disposition Borrower shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order no event be required to meet its disclosure obligations recognize multiple lenders under the Trust’s registration statementthis Agreement. (c) The Capital Protection Provider mayLender may sell or agree to sell to one or more other Persons (each a "Participant") a participation in all or any part of any Advances, in connection with any assignment or participation, disclose to the assignee or participant or, in the case of Loan; provided, that such Participant shall not have any securitization rights or similar transaction, to any investor obligations under this Agreement or rating agency, any information relating to the Fund Note or any other Loan Document (the Participant's rights against the Lender in respect of its Affiliates furnished such participation to be those set forth in the Capital Protection Provider agreements executed by or on behalf the Lender in favor of the FundParticipant); and provided, provided further, that such information is subject no Prohibited Transferee may be a Participant. In no event shall the Lender agree with the Participant to take or refrain from taking any action hereunder or under any other Loan Document except that the confidentiality provisions contained in this Agreement andLender may agree with the Participant that it will not, in without the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser Participant, agree to (i) increase or extend the Fundterm of the Loan, (ii) extend the date fixed for the payment of principal of or interest on the related Advance or Advances or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such payment of principal or (iv) reduce the rate at which interest is payable thereon, or any fee hereunder payable to the Participant, to a level below the rate at which the Participant is entitled to receive such interest or fee. (d) The Capital Protection Provider Lender may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all furnish any information concerning the Borrower or any portion of its rights under this Agreement to secure obligations Subsidiaries in the possession of the Capital Protection Provider, subject Lender from time to at least 10 days advance written notice provided time to the Fundassignees and participants (including prospective assignees and participants).

Assignments and Participations. (a) The Fund shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Capital Protection Provider. The Guarantor Company may not assign or otherwise transfer any of its rights or obligations hereunder or under the Notes without the prior consent of the Fund except to the Agent or any Affiliate of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantor. The Capital Protection Provider may not assign or otherwise transfer any of its rights or obligations hereunder without the consent of the Fund except to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereof, including, without limitation, pursuant to a merger, corporate reorganization or other transfer (provided that (A) the Guarantor shall guarantee the obligations of such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same in form and substance as the Guaranty, (B) such Affiliate or Person (i) has net capital of more than $1,000,000,000 at the time of such assignment, and (ii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), subject to the accounting rules applicable to such Affiliate or Person (it being understood that such financial statement shall in any event be prepared in accordance with U.S. GAAP or such other accounting principles allowed by the Commission) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, the Capital Protection Provider, or the Guarantor). Prior to any such assignment taking effect, the conditions set forth in this Section 9.06(a) shall have been fulfilled by the applicable assignee or waived by the Fund or the AdviserBank. (b) The Capital Protection Provider Bank may sell participations or agree to sell to one or more banks or other entities Persons ("participants") a participation in or to all or any part of the Loans, the Note, the Commitments, the Letters of Credit, provided that no participant shall have any rights under any Credit Document (a participant's rights against the Bank in respect of such participation to be those set forth in the agreement (the "Participation Agreement") executed by the Bank in favor of the participant). Notwithstanding any such sale, this Agreement shall continue in full force and effect in all respects as if the Bank were maintaining and funding each Commitment and Credit in which participations have been sold in the same way that it is maintaining and funding the portion of its rights such Commitment and obligations Credit in which no participations have been sold. All amounts payable by the Company to the Bank under this Section 5 hereof shall be determined as if the Bank had not sold or agreed to sell any participations in such Loan and as if the Bank were funding all of such Loan in the same way that it is funding the portion of such Loan in which no participations have been sold. In no event shall the Bank be obligated to the participant under the Participation Agreement to take or refrain from taking any action under the Credit Document (includingincluding without limitation granting approval of any amendment or waiver) except that the Bank may agree in the Participation Agreement that it will not, without limitation, all or a portion the consent of the Fees owing participant, agree to it); provided(i) the extension of any date fixed for the payment of principal of or interest on the related Credit, that (ii) the Capital Protection Provider agrees that reduction of any payment of principal thereof, (iii) the reduction of the rate at which either interest is payable thereon or (if the participant is entitled to any part thereof) fees are payable hereunder to a level below the rate at which the participant is entitled to receive interest or fees (as the case may be) in respect of such disposition shall not alter participation or affect in (iv) the release of any way whatsoever the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirements; provided further, that the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statementguarantee or collateral security. (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose to the assignee or participant or, in the case of any securitization or similar transaction, to any investor or rating agency, Bank may furnish any information relating to concerning the Fund Company or any of its Affiliates furnished to Subsidiaries in the Capital Protection Provider by or on behalf possession of the Fund, provided that such information is subject Bank from time to the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundtime to assignees and participants (including prospective assignees and participants). (d) The Capital Protection Provider may pledge or otherwise transfer its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights under this Agreement to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fund.