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 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 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 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) 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, Xxxxx 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 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) 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 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 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 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 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 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 Xxxxx 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 Xxxxx has not commenced the Fund or any exercise of its Affiliates furnished remedies in accordance with Section 10.02 hereof, Xxxxx 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 FundXxxxx 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 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 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 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 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 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 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 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) 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, T-Mobile PCS Holdings LLC 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 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, 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, Guarantor or any of their respective Affiliates, sell participations to any Person other than a natural person, Seller, 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 Prohibited Transferee (a “Participant”), in all or any portion of Buyer’s rights and/or obligations under the Repurchase Documents; provided that, at all times prior to the occurrence and continuance of a Default or an Event of Default (i) Wxxxx Fargo Bank, National Association will remain the sole agent under this Agreement and will retain administrative responsibility and continue to control all Buyer decisions under the Agreement, (ii) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (iii) Wxxxx Fargo Bank, National Association shall remain solely responsible to Seller for the performance of such obligations, (iv) Seller shall continue to deal solely and directly with Wxxxx Fargo Bank, National Association in connection with Buyer’s rights and obligations under the Repurchase Documents, and (v) 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 or Guarantor, but upon notice to Seller, sell and assign to any Eligible Assignee (or, notwithstanding any other provision herein or in any other Repurchase Document, if an Event of Default has occurred and is continuing, to any Person, without any other restriction), all or any portion of all of the rights and obligations of Buyer under the Repurchase Documents; provided that, at all times prior to the occurrence and continuance of a Default or an Event of Default (i) Wxxxx Fargo Bank, National Association will remain the sole agent under this Agreement and will retain administrative responsibility and continue to control all Buyer decisions under the Agreement, (ii) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (iii) Wxxxx Fargo Bank, National Association shall remain solely responsible to Seller for the performance of such obligations, and (iv) Seller shall continue to deal solely and directly with Wxxxx Fargo Bank, National Association in connection with any Buyer’s rights and obligations under the Repurchase Documents. Each such assignment or participationshall 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, 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, at Buyer’s sole cost and expense, 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 manner adverse to Seller without the consent of Seller. (e) Subject to the assignment restrictions set forth in this Section 18.08, 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. (h) Buyer shall not assign its rights or create participations or similar ownership interests in the Repurchase Documents in a manner that would cause Seller or any portion of Seller to be a “taxable mortgage pool” for U.S. federal income tax purposes.

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) 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, Xxxxx 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 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 Each Funding Agent, each of the Conduit Purchasers and the Committed Purchasers and their respective assignees may assign, (i) without any prior written consent, in whole or in part, its interest in the Transferred Assets and rights and obligations hereunder to any other then existing Owner, to any other Conduit Purchaser administered by any Funding Agent (or any Affiliate of any Funding Agent) or to any other Conduit Purchaser which is provided with a funding commitment and/or liquidity support by the same Committed Purchaser and/or Conduit Support Provider as the assigning Conduit Purchaser, and (ii) with the consent of the Transferor, which consent shall not have be unreasonably withheld or delayed, to any other Person whose short-term debt is rated at least “A-2” and “P-2” by S&P and Xxxxx’x, respectively; provided, that no such consent shall be required with respect to any such assignment following the right occurrence of the Amortization Date. 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 Transferor and the 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, Xxxxx 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; 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 not have the right to Each Lender may assign its rights hereunder Rights and obligations as a Lender under the Loan Papers to any Affiliate of such Lender or any interest herein without to the Federal Reserve Bank, and, with the prior written consent of the Capital Protection Provider. The Guarantor may Administrative Lender (which such consent shall not assign be unreasonably withheld), to one 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 more Eligible Assignees, provided that (i) each assignment shall be 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 entire unpaid Principal Debt owing to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofsuch Lender, including, without limitation, (ii) each such assignment must be made 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 an Assignment 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 assignmentAcceptance Agreement, and (iiiii) assumes all of the obligations of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to processing fee referenced in Section 6.01(a), subject 9.4(c) below must be paid 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 AdviserAdministrative Lender. (b) The Capital Protection Provider Each Lender may sell participations to one or more banks or other entities in or to all or a portion any of its rights Rights and obligations under this Agreement (including, without limitation, all or a portion of the Fees owing to it)Loan Papers; 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 the Trust’s registration statementLoan Papers 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 holder of its Note for all purposes of the Loan Papers, (iv) the participant shall be granted the Right to vote on or consent to only those matters described in subsections (a) through (d) of Section 9.1 hereof to the extent it is affected thereby, and (v) the Companies, the Administrative Lender, and other Lenders shall continue to deal solely and directly with such Lender in connection with its Rights and obligations under the Loan Papers. (c) Administrative Lender may maintain at its address set forth herein a copy of each Assignment and Acceptance Agreement received by it from each Assignor and a register (the "Register") for the recordation of the names and addresses of the Lenders and the commitments of, and principal amount of Advances owing to, each Lender from time to time. The Capital Protection Provider entries in the Register shall be conclusive absent demonstrable error, and the Companies, the Administrative Lender and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement. Upon the Administrative Lender's receipt of an executed Assignment and Acceptance Agreement, together with a payment to the Administrative Lender of a registration and processing fee of $3,500, the Administrative Lender shall (i) promptly accept such assignment and (ii) on the effective date thereof, record the information contained therein in the Register. (d) Any Lender may, in connection with any assignment or participation, or proposed assignment or participation, disclose to the assignee or participant orparticipant, in the case of any securitization or similar transaction, to any investor proposed assignee or rating agencyparticipant, any information relating to the Fund Companies or any of its Affiliates the Subsidiaries 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 Companies or the FundSubsidiaries. (de) The Capital Protection Provider Notwithstanding any other provision set forth in this Agreement, 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 Agreement (including, without limitation, the Advances owing to secure obligations it and the Note or Notes 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.

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 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 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 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, 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 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(a), 18.08(e) ; so long as such Participant agrees to be subject to Section 12.06 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(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 Buyer may at any time, without consent of Seller or Guarantor but upon notice to Seller, 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 Seller 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, Seller 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(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). 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 Seller described on the attached Exhibit I hereto. (c) 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 Seller without the consent of the Adviser or the FundSeller. (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 under the Agreement and the other Repurchase Documents to any Eligible Assignee. (e) Seller shall maintain a register (the "Register") on which it will record the name and address of the Buyer and each assignee of any of its rights hereunder, and the Repurchase Price (and Price Differential) owing to each such Person pursuant to the terms of this Agreement and the other Repurchase Documents. Assignment by Buyer or any of Buyer's assignees of its rights hereunder may be effected only if a corresponding entry is made in the Register pursuant to this Section 18.08(f). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error. The Register shall be available for inspection by way Buyer and any assignee of pledge or assignment Buyer's rights hereunder at any reasonable time and from time to time upon reasonable prior notice. (f) If Buyer sells a participation of its rights hereunder, it shall, acting solely for this purpose as a security non-fiduciary agent of Seller, maintain a register (the "Participant Register") on which it will record the name and address of each participant and the Repurchase Price (and Price Differential) of each participant's interest in such rights. 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 such participation for all purposes of this Agreement. Buyer shall not 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 Person except to the Fundextent that such disclosure is necessary to establish that the Transactions are maintained "in registered form" within the meaning of Treasury regulations section 5f.103-1(c).

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, Xxxxx 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 under this Agreement (including, without limitation, all or a portion of the Fees owing to it); provided, that the Capital Protection Provider agrees that hereunder. Notwithstanding any such disposition shall not alter or affect in any way whatsoever the Capital Protection Provider’s direct obligations hereundersale by an Owner of participating interests to a Participant, 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. (ci) 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.-152- 00000000 T-Mobile (EIP) Third A&R RPAA NJ 231109207v1 736153181 19632398 (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 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 000 Xxxxxxxxx Xxxxx Xxxx, XX 00000 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 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 assignmentAgent, 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 Any Buyer may at any time, upon notice to Seller, sell participations to one or more banks or other entities any Eligible Assignee (a “Participant”) in or to all or a any portion of its such Buyer’s rights and/or obligations under the Repurchase Documents; provided, that (i) such Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) such Buyer shall remain solely responsible to Seller for the performance of such obligations, and (iii) Seller shall continue to deal solely and directly with Agent 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 the Fees owing Purchased Asset would be reduced or the Repurchase Date of the Purchased Asset would be postponed. Each Participant shall be entitled to itthe benefits of Article 12 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 but shall not alter or affect in be entitled to receive any way whatsoever greater payment thereunder than Buyer would have been entitled to receive with respect to the Capital Protection Providerparticipation sold to such Participant, unless the sale of the participation to such Participant is made with Seller’s direct obligations hereunderprior written consent. To the extent permitted by Requirements of Law, including consent each Participant shall be entitled to the benefits of Sections 10.02(i) and approval requirements; provided further, that 18.17 to the Capital Protection Provider provides the Trust with all information reasonably requested same extent as if it had acquired its interest by the Trust in order assignment pursuant to meet its disclosure obligations under the Trust’s registration statementSection 18.08(c). (c) The Capital Protection Provider mayAny Buyer 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 such Buyer under the Repurchase Documents. Notwithstanding anything herein to the contrary, Xxxxx Fargo Bank, National Association, in connection with its capacity as a Buyer, agrees that it will at all times hold directly at least 51% of the rights and obligations of a Buyer which Xxxxx Fargo Bank, National Association holds as of the Closing Date under the Repurchase Documents, free and clear of any assignment or participation. 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, 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 transactionsuch Buyer under the Repurchase Documents with respect to the percentage and amount of the Repurchase Price allocated to it, (ii) such 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 such Buyer’s rights and obligations under the Repurchase Documents, such Buyer shall cease to be a Party), (iii) the obligations of such Buyer shall be deemed to be so reduced, and (iv) Agent 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 Repurchase Documents as a sale by Buyer of a participation in such rights and obligations in accordance with Section 18.08(b). Upon written request of Agent or any Buyer who proposes to sell and assign to an Eligible Assignee the Fundrights and obligations of such Buyer under the Repurchase Documents, Seller shall cause its counsel(s) who issued opinions on behalf of Seller and Guarantor (collectively, “Seller’s Counsel”), to issue a reliance letter, within a commercially reasonable period of time following such request, in favor of such Eligible Assignee permitting such Eligible Assignee to rely on the legal opinions issued by Seller’s Counsel on the Closing Date (but which did not otherwise by its terms permit reliance). (d) Seller shall cooperate with Agent 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 (i) 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 or require the Seller to incur any out-of-pocket costs or expenses (ii) the form and substance of such restatement, amendment, supplement or modification shall be reasonably acceptable to Seller, and (iii) Seller shall have no obligation to pay any fees, costs and expenses in connection with such restatement, amendment, supplement or modification. (e) Agent, acting for this purpose solely as a non-fiduciary agent of Seller, shall maintain, or cause to be maintained, a record with the name and address of each Participant and the principal amounts (and stated interest, if any) due to any such Participants under the Agreement and the Transaction (the “Participant Register”). The Capital Protection Provider may pledge entries in the Participant Register shall be conclusive, absent manifest error. The Parties shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of the applicable rights and obligations and no sale of participation shall be effective unless duly noted in the Participant Register. The portion of the Participant Register relating to any Participant requesting (directly or otherwise through Buyer or through an Assignee) payment from Seller under the Agreement shall be made available to Seller upon reasonable request. (f) Agent, acting for this purpose solely as a non-fiduciary agent of Seller, shall maintain, or cause to be maintained, a record with the name and address of each Assignee and the principal amounts (and stated interest, if any) due to any such Assignee under the Agreement and the Transaction (the “Register”). The entries in the Register shall be conclusive, absent manifest error. The Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as the owner of the applicable rights and obligations and no transfer its rights hereunder by way of pledge or assignment of a security interest shall be effective unless duly noted in all or any portion of its rights under this Agreement the Register. The Register shall be made available to secure obligations of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the FundSeller upon reasonable request.

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 Borrower may not assign or otherwise transfer any of its rights or obligations hereunder under this Agreement, the Note or any other Credit Facility Document 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 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 AdviserLender. (b) The Capital Protection Provider may Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell participations to one or more banks Lenders only to bona fide financial institutions ("PARTICIPANTS") participating interests in the Loan owing to such Lender, the Note held by such Lender; PROVIDED, HOWEVER, that prior to any such sale by Lender to any Participant, Lender shall provide written notice to Borrower of Lender's intention to sell a participating interest to such Participant and the name of such Participant. In the event of any such sale by a Lender of a participating interest to a Participant, (i) Lender's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible for the performance thereof, (iii) Lender shall remain the holder of Note for all purposes under this Agreement and the other Credit Facility Documents, (iv) Borrower and the Administrative Agent shall continue to deal solely and directly with Lender in connection with such Lender's rights and obligations under this Agreement and the other Credit Facility Documents, and (v) such Participant shall have no right to enforce the obligations of Borrower or any of its Subsidiaries relating to the Loan hereunder (other entities in than under SECTION 5.01) or to approve (or refrain from approving) any amendment, modification or waiver of any provision of this Agreement (other than any amendment, modification or waiver decreasing any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Loan, extending any scheduled installment of the Loan or any date scheduled for payment of interest on the Loan or any fees, or relating to the release of all or substantially all the Collateral; PROVIDED FURTHER, HOWEVER, in the case of any of the foregoing, that the interests held by such Participant are directly affected by such amendment, modification or waiver). Borrower agrees that if amounts outstanding under this Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a portion Lender under this Agreement or the Note; PROVIDED FURTHER, HOWEVER, that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with Lender the proceeds thereof as provided in SECTION 11.07 as fully as if it were a Lender hereunder. Borrower also agrees that each Participant shall be entitled to the benefits of SECTIONS 5.01, 5.05, 5.06 and 11.03(B)(I) with respect to its participation in the Loan outstanding from time to time as if it was a Lender; PROVIDED FURTHER, HOWEVER, that (A) such Participant shall have complied with the requirements of said Sections and of SECTION 5.07 (as if such Participant were, for purposes of said SECTION 5.07, a Lender hereunder), and (B) no Participant shall be entitled to receive any 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. Each Participant will agree to keep information confidential to the same extent as the transferor Lender was so required. (c) Lender may, in the ordinary course of its business and in accordance with applicable law, at any time and from time to time assign to any of its Affiliates or to any Lender or any Affiliate thereof or to any bona fide financial institution (an "ASSIGNEE") all or any part of its rights and obligations under this Agreement (includingthe Note and the other Credit Facility Documents pursuant to an Assignment and Acceptance, 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, substantially in the case form of any securitization or similar transactionEXHIBIT D, to any investor or rating agencyexecuted by such Assignee, 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 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 the Administrative Agent and delivered to the Administrative Agent for its acceptance and recording in the Register; PROVIDED, HOWEVER, that, except (i) in the case of an assignment to another Lender, or (ii) with the Capital Protection Provider, the prior written consent of Borrower, each such assignment shall be in an amount equal to not less than $5,000,000; PROVIDED, FURTHER, that prior to any such assignment by Lender to any Assignee, Lender shall provide written notice to Borrower of Lender's intention to make an assignment to such Assignee and the Adviser name of such Assignee. Upon such execution, delivery, acceptance and recording, from and after the 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 Commitment as set forth therein, and (B) the assigning Lender hereunder 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 party hereto). Notwithstanding anything to the contrary contained herein, an Assignee shall be entitled to the benefits of SECTIONS 5.01 and 5.05 only if it shall have complied with the requirements of said Sections (and also complied with the requirements of SECTION 5.07. (d) The Capital Protection Provider Administrative Agent shall maintain at its address referred to in SECTION 11 .02 a copy of each Assignment and Acceptance delivered to it and a register (the "REGISTER") for the recordation of the names and addresses of Lender and the commitment of, and principal amount of the Loan owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, the Administrative Agent and Lender may pledge treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement. The Register shall be available for inspection by Borrower or otherwise transfer any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its rights hereunder receipt of an Assignment and Acceptance executed by way an assigning Lender and an Assignee (and, if required under SECTION 11 .06(C), by Borrower and/or the Administrative Agent) together with payment by the assigning Lender of pledge or assignment the Assignee to the Administrative Agent of a security interest registration and processing fee of $3,500, the Administrative 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 Lender and Borrower. On or prior to such effective date, Borrower, at its own expense, shall execute and deliver to the Administrative Agent (in exchange for the Note of the assigning Lender) a new Note to the order of such Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Note to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note shall be dated the Closing Date and shall otherwise be in the form of the Note replaced thereby. (f) Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Operating Partnership and its Affiliates which has been delivered to such Lender by or any portion on behalf of its rights under Borrower pursuant to this Agreement or which has been delivered to secure obligations 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; PROVIDED, HOWEVER, that no Lender shall be authorized to disclose such information to any Transferee or prospective Transferee unless such Transferee or prospective Transferee has agreed in writing to maintain the confidentiality of all confidential information provided to it (subject to customary exceptions, such as disclosure to officers, directors, professional advisors, regulators and similar Persons, disclosure pursuant to law or legal process, disclosure following the public dissemination of such information by another Person and disclosure of information provided to such Transferee or prospective Transferee by a third party); and PROVIDED FURTHER, HOWEVER, that, notwithstanding anything to the contrary contained in this Agreement, neither the Administrative Agent nor any Lender shall be liable for any violation of the Capital Protection Providerterms of the foregoing proviso by any other Lender or the Administrative Agent, subject as the case may be. (g) Nothing herein shall prohibit any Lender from pledging or assigning any Note to at least 10 days advance written notice provided to the Fundany Federal Reserve Bank in accordance with applicable law.

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 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 the Capital Protection Provider Lender, any sale, assignment or transfer pursuant to Section 11.05(f), or if any Person administered Event of Default shall have occurred and is continuing) the Lender may assign and delegate to one or managed more Persons all or a portion of its rights and obligations under this Loan Agreement; provided, further, that none of the 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, pursuant to a mergerfrom and after the effective date specified in such Assignment and Acceptance, 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 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 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 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 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 Borrowers or any of its Affiliates their 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, 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 Lender 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 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 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 None of Seller nor any Underlying Entity 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 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 any Guarantor, 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 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 Guarantors 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 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 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 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 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 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 shall not have the right Mezzanine 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 Upon such execution and delivery, from and after the effective date specified in the related assignment and acceptance agreement, the assignee thereunder shall be a party hereto and shall have the rights and obligations of Mezzanine Lender hereunder to the extent of its interest in the Mezzanine Loan. (c) Mezzanine 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 (includingAgreement; PROVIDED, without limitation, all or a portion of the Fees owing to it); providedHOWEVER, 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) Mezzanine Lender's obligations under this Agreement shall remain unchanged, (ii) Mezzanine Lender shall remain solely responsible to the Trust’s registration statement. other parties hereto for the performance of such obligations, (cii) The Capital Protection Provider Mezzanine Lender shall remain the holder of any Mezzanine Notes for all purposes of this Mezzanine Loan Agreement and (iv) Borrowers shall continue to deal solely and directly with Mezzanine Lender in connection with Mezzanine Lender's rights and obligations under and in respect of this Agreement and the other Mezzanine Loan Documents. Mezzanine 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 assignees or participants, 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 them), Owners (or any of them) or any of its/their Affiliates or to any aspect of the Mezzanine Loan that has been furnished to the Capital Protection Provider Mezzanine 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. Borrowers (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 them), Owners (or any of the Capital Protection Provider, subject to at least 10 days advance written notice provided to the Fundthem) or any of its/their Affiliates.

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 under this Loan Agreement with written notification to the Agent or any Affiliate of Borrower within a reasonable time thereafter; provided, that 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 parties to any Affiliate of the Capital Protection Provider or any Person administered or managed by the Capital Protection Provider or any Affiliate thereofeach such assignment shall execute and deliver an 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 acceptable to the Lender, along with replacement Notes executed and delivered by the Borrower; provided, further, that, (x) the Lender shall, upon the effective date of such assignment, act as the Guarantysole agent on behalf of the new lenders and shall continue to deal directly with the Borrower in its capacity as agent, and (By) the Lender shall be responsible for all costs and expenses incurred by the Lender in connection with such Affiliate or Person assignment. (b) Upon such 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 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 Loan Agreement (including, without limitation, all or a portion of with notification to the Fees owing to it)Borrower; 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 Provider’s direct obligations hereunder, including consent Lender'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 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 12.05, 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 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 other Person (including the Federal Reserve Bank in accordance with Regulation A of the Board 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) Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, 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 Lender under the Capital Protection Provider, subject to at least 10 days advance written notice provided to the FundLoan 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 12.06 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 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 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 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) 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 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 the Agent which has Seller 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 that, including, without limitation, pursuant 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. Each Participant shall be entitled to the benefits of the Capital Protection Provider hereunder, including without limitation, the obligation to provide audited financial statements pursuant to Section 6.01(a), 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, without the consent of either Seller or Guarantor but upon notice to Seller, sell and assign to any Person 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 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, 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, 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 hereunder under the Agreement and the other Repurchase Documents to any Person. Notwithstanding any provision to the contrary set forth elsewhere in this Section 18.08, at all times prior to the occurrence of and during the continuance of an Event of Default, in connection with any assignment, participation or syndication under this Section 18.08, (A) Buyer shall retain full decision-making authority and all control and authority over its rights and obligations under the Repurchase Documents and any Transaction, including major decision approval rights, and (B) Seller shall not be obligated or required to deal directly with any Person other than Buyer. (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 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, 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 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 Seller, Pledgor, Sponsor or Guarantor, and at Buyer’s sole cost and expense, sell participations to any Eligible Assignee (other than a natural person or Seller, Sponsor, Pledgor, any Intermediate Entity, 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 a monetary or material non- monetary Default or any 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 monetary or material non-monetary Default or any 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 Buyer’s rights and obligations under the Repurchase Documents, (iv) each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.09, and (v) provided that, so long as no Event of Default exists, Buyer shall retain ultimate decision-making authority under the Repurchase Documents. So long as no monetary or material non-monetary Default or any 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 18.07(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 in accordance Requirements of (c) Buyer may at any time, without the consent of Seller, Pledgor, Sponsor or Guarantor but upon notice to Seller, and at Buyer’s sole cost and expense, 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 a monetary or material non-monetary Default or any Event of Default has occurred and is continuing, Buyer may enter into any such sale and assignments with U.S. GAAP any Person at any time without consent, notice or such other accounting principles allowed by the Commission) and (C) restriction of any kind. Each such assignment could not reasonably shall be expected 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) each such assignee shall be a Party and, to the extent provided therein, have a Material Adverse Effect the rights and obligations of Buyer under the Repurchase Documents 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 percentage and obligations under this Agreement (including, without limitation, all or a portion 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 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 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 18.07(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 18.07(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, at Buyer’s sole cost and expense, 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 any Eligible Assignee so long as, prior to the occurrence and during the continuance of a monetary or material non-monetary Default or any Event of Default, Buyer shall remain solely responsible to Seller for the performance by Buyer of its obligations under the Repurchase Documents. (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 assignees that become Parties hereto and, subject with respect to at least 10 days advance written notice each (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 Fundextent 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 be binding upon, and shall inure to the benefit of, Borrower and Lender and their respective successors and permitted assigns. Lender shall have the right to assign, sell, pledge, participate or transfer its rights and obligations under this Agreement and the Loan Documents to any person. Any assignee or transferee of Lender shall be entitled to all the benefits afforded to Lender under this Agreement. Borrower shall not have the right to assign assign, delegate or transfer its rights hereunder or any interest herein obligations under this Agreement without the prior written consent of the Capital Protection Provider. The Guarantor may not assign or otherwise transfer Lender, as provided in this Agreement, and 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 attempted assignment, delegation or transfer without such consent shall be null 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 Adviservoid. (b) The Capital Protection Provider Upon such execution and delivery of any assignment (together with written notice to Borrowers), from and after the effective date specified in such assignment and acceptance, the assignee thereunder shall be a party hereto and have the rights and obligations of Lender hereunder. (c) 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 and the Fees owing to it)other Loan Documents; 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 statement. (c) The Capital Protection Provider rights and obligations under and in respect of this Loan Agreement and the other Loan Documents. 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 EAST\87098743.3 assignees or participants, 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 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) The Fund shall not have 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 finance business and in accordance with applicable law, at any time sell to the Agent one or any Affiliate of the Agent which has a long-term debt rating more banks, commercial finance companies 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 thereofother financial institutions ("Participants"), including, without limitation, pursuant to a mergerCongress Financial Corporation in its individual capacity, 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 participating interests 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 and the other Financing Agreements (including, without limitation, including all or a portion part of its interest in the Fees Obligations). In the event of any such sale by Lender of a participating interest to a Participant, Lender's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, Lender shall remain solely responsible for the performance thereof, Lender shall remain the holder of any such obligations for all purposes under this Agreement and the other Financing Agreements, and Borrower and Agent shall continue to deal solely and directly with Lender in connection with Lender's rights and obligations under this Agreement and the other Financing Agreements. Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, 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 maximum 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 it)the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided, that that, in -------- ---- purchasing such participating interest, such Participant shall be deemed to have agreed to share with Lender the Capital Protection Provider agrees that any such disposition proceeds thereof as provided in Section 7.7 hereof. Notwithstanding anything to the contrary contained herein, Lender shall not alter grant any participation under which the Participant shall have rights to approve any amendment to or affect in any way whatsoever waiver of or consent under this Agreement or the Capital Protection Provider’s direct obligations hereunderother Financing Agreements, including except with the 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.of Agent. ------ (cb) The Capital Protection Provider Lender may, in connection accordance with applicable law, at any assignment time and from time to time assign to another bank, commercial finance company 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 other financial institution or any of its Affiliates furnished affiliates, or in connection with the sale of its business or all or substantially all of its loan portfolio, with the written consent of Agent, to a bank, commercial finance company or other financial institution (an "Assignee") all (or, with the consent of Agent, less than all, but in no event less than $5,000,000) of its rights and obligations under this Agreement and the other Financing Agreements, pursuant to an assignment agreement, in form and substance satisfactory to Agent, executed by such Assignee and Lender and delivered to Agent for its acceptance and recording in its records. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such assignment agreement, the Assignee thereunder shall be a party hereto and, to the Capital Protection Provider by or on behalf extent provided in such assignment agreement, (i) have the rights and obligations of the FundLender hereunder with a Commitment and Commitment Percentage as set forth therein, provided that such information is subject and (ii) Lender thereunder shall, to the confidentiality provisions contained extent provided in such assignment agreement, be released from its obligations under this Agreement (and, in the case of an assignment agreement covering all or the remaining portion of Lender's rights and obligations under this Agreement, Lender shall cease to be a party hereto). Borrower may at any assignee time and from time to time, notify Agent of any bank, commercial finance company or participant which other financial institution that is not interested in obtaining an Affiliate assignment of all or any portion of the Capital Protection Providerrights and obligations of Lender under this Agreement and the other Financing Agreements. (c) Upon its receipt of an assignment agreement executed by Lender and an Assignee, Agent shall (i) promptly accept such assignment agreement and (ii) on the prior written consent effective date determined pursuant thereto record the information contained therein in Agent's records and give notice of the Adviser or the Fundsuch acceptance and recordation to Lender and Borrower. (d) The Capital Protection Provider may pledge Except as otherwise provided in this Section 14.5, Lender shall not, as between Borrower and Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or otherwise transfer its rights hereunder by way negotiation of, or granting of pledge or assignment of a security interest in participation in, all or any portion part of its rights the Obligations owed to Lender. Lender is permitted to sell assignments and participations under this Agreement Section 14.5 may furnish any information concerning Borrower and its Subsidiaries and affiliates in the possession of Lender from time to secure obligations time to Assignees and Participants (including, prospective Assignees and Participants). (e) Borrower shall assist Lender in selling assignment participations under this Section 14.5 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 Capital Protection Providerdelivery of informational materials, subject to at least 10 days advance written notice 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 to the Fundby it and included in such materials.

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 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 to the Agent and any assignment or any Affiliate delegation that is attempted in contravention of the Agent which has a long-term debt rating or deposit rating of not less than the Guarantorthis provision shall be null and void, ab initio. The Capital Protection Provider Buyer may not assign and delegate 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 the consent parties to each such assignment shall execute and deliver an Assignment and Acceptance substantially in the form of Exhibit C, 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 assignmenta Buyer 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 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 AdviserRepurchase Agreement. (bc) The Capital Protection Provider Any 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 the Capital Protection Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure (i) such Buyer's obligations under this Repurchase Agreement shall remain unchanged, (ii) such Buyer shall remain solely responsible to the Trust’s registration statementother parties hereto for the performance of such obligations, and (iii) the Sellers shall continue to deal solely and directly with the Agent in connection with such Buyer's rights 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 a Buyer shall be entitled to the additional compensation and other rights and protections afforded to Buyers under Section 3.03 to the same extent as such Buyer would have been entitled to receive them with respect to the participation sold to such participant. (cd) The Capital Protection Provider Any 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 Subsidiaries or to any aspect of the Transactions that has been furnished to the Capital Protection Provider such Buyer by or on behalf of the Fundsuch Seller or any of its Subsidiaries; provided, provided that such information is subject any participant shall agree to abide by the confidentiality provisions contained set forth 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 11.20 hereof. (de) The Capital Protection Provider Any 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) Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, any 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 Buyer under the Repurchase Documents, and (ii) subject to all the duties and obligations of a Buyer under the Capital Protection Provider, subject to at least 10 days advance written notice provided to the FundRepurchase Documents.

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 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 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 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 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 shall execute and deliver an Assignment and Acceptance substantially in the form of Exhibit Error! Reference source not reasonably be expected to have a Material Adverse Effect found., 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 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 banks, commercial finance companies or other entities financial institutions ("Participants"), participating interests in or to all or a portion of its rights and obligations under this Agreement and the other Financing Agreements (including, without limitation, including all or a portion part of its interest in the Fees owing Obligations). In the event of any such sale by a Lender of a participating interest to it); provideda Participant, that such Lender's obligations under this Agreement to the Capital Protection Provider other 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 Financing Agreements, and Borrower and Agent 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 Financing Agreements. Borrower agrees that any such disposition if amounts outstanding under this Agreement are due or unpaid, or shall not alter have been declared or affect shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in any way whatsoever respect of its participating interest in amounts owing under this Agreement to the Capital Protection Provider’s direct obligations hereunder, including consent and approval requirementssame extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided furtherthat, that in purchasing such participating interest, such Participant shall be deemed to have agreed to share with Lenders the Capital Protection Provider provides proceeds thereof as provided in Section 7.5 hereof. Notwithstanding anything to the Trust contrary contained herein, no Lender shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of or consent under this Agreement or the other Financing Agreements, except with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Trust’s registration statementconsent of Agent. (cb) The Capital Protection Provider Any Lender may, in connection accordance with applicable law, at any assignment or participation, disclose time and from time to the assignee or participant or, in the case of any securitization or similar transaction, time assign to any investor or rating agency, any information relating to the Fund Lender or any of its Affiliates furnished Affiliates, or in connection with the sale of its business or all or substantially all of its loan portfolio, with the written consent of Agent to a bank, commercial finance company or other financial institution (an "Assignee") all (or, with the consent of Agent, less than all), of its Commitment, rights and obligations under this Agreement and the other Financing Agreements, pursuant to an assignment agreement, in form and substance satisfactory to Agent, executed by such Assignee and such assigning Lender and delivered to Agent for its acceptance and recording in its records. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such assignment agreement, the Assignee thereunder shall be a party hereto and, to the Capital Protection Provider by or on behalf extent provided in such assignment agreement, (i) have the rights and obligations of a Lender hereunder with a Commitment and Commitment Percentage as set forth therein, and (ii) the Fundassigning Lender thereunder shall, provided that such information is subject to the confidentiality provisions contained extent provided in such assignment agreement, be released from its obligations under this Agreement (and, in the case of any assignee an assignment agreement covering all or participant which is not the remaining portion of an Affiliate 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 Capital Protection ProviderBorrower, shall maintain at the prior written consent address of Agent referred to on the signature page of this Agreement, a copy of each such assignment agreement delivered to it and a record of the Adviser names and addresses of the Lenders and the Commitments of each Lender from time to time. Such records maintained by Agent shall be conclusive, in the absence of manifest error, and Borrower, Agent and Lenders may treat each Person whose name appears in such records as the owner of a Loan or other Obligations hereunder as the Fundowner thereof for all purposes of this Agreement and the other Financing Agreements, notwithstanding any notice to the contrary. The Agent's records under this Section 14.6 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 agreement executed by an assigning Lender and an Assignee, Agent shall (i) promptly accept such assignment agreement and (ii) on the effective date determined pursuant thereto record the information contained therein in Agent's records and give notice of such acceptance and recordation to Lenders and Borrower. On or prior to such effective date, Borrower, at its own expense, shall execute and deliver to Agent (in exchange for notes of the assigning Lender) new notes to the order of such Assignee corresponding to the Commitment assumed by it pursuant to such assignment agreement and, if the assigning Lender has retained a Commitment hereunder, a new note to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new notes shall be dated the date hereof and shall otherwise be in the form of the notes replaced thereby. The Capital Protection Provider may pledge notes surrendered to Agent shall be returned by Agent to Borrower marked "cancelled". (e) Except as otherwise provided in this Section 14.6, no Lender shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or otherwise transfer its rights hereunder by way negotiation of, or granting of pledge or assignment of a security interest in participation in, all or any portion part of its rights the Obligations owed to such Lender. Any Lender permitted to sell assignments and participations under this Agreement Section 14.6 may furnish any information concerning Borrower and its Subsidiaries and Affiliates in the possession of that Lender from time to secure obligations time to Assignees and Participants (including, prospective Assignees and Participants). (f) Borrower shall assist any Lender permitted to sell assignments or participations under this Section 14.6 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 Capital Protection Providerdelivery of informational materials, subject to at least 10 days advance written notice 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 to the Fundby it and included in such materials.

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 East Coast may not assign or otherwise transfer any of its rights or obligations hereunder or under the Loan 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 Advisereach Lender. (b) The Capital Protection Provider No Lender may sell participations to one transfer, assign, or more banks convey its rights or other entities obligations under this Agreement except in or to accordance with the terms of this Section 9.06(b). Any Lender (a "Loan Assignor") may assign all or a portion of its rights and obligations under this Agreement to any party acquiring Assignor's (including, without limitation, all or a portion its Affiliates') membership interest in East Coast pursuant to and in compliance with Article III of the Fees owing LLC Agreement; provided (i) that the assignee has the financial capability to itprovide the credit support required by this Agreement; and (ii) that the assignee shall expressly acknowledge to each of the Assignor, East Coast, and the other parties hereto, in a written assignment and assumption agreement, the assignee's agreement to assume and be bound by the terms of this Agreement. All, assignment will become effective upon the execution and delivery of the assignment and assumption agreement to East Coast and the other parties hereto. Upon receipt of such executed assignment, East Coast will, at its expense, execute and deliver new Notes to the Assignor and/or assignee, as appropriate, in accordance with their respective interests as they appear. Upon the effectiveness of any assignment pursuant to this Section 9.06(b), the assignee will assume the obligations of the Assignor for all purposes of this Agreement. The Assignor shall be relieved of its obligations hereunder to the extent of such assignment (except that its rights under Sections 9.03 and 9.16 shall not be affected); 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 Assignor shall not be relieved of its obligations with respect to any payments received and retained by Assignor in contravention of the Trust with all information reasonably requested by the Trust provisions contained in order to meet its disclosure obligations under the Trust’s registration statementArticle VI hereof. (c) The Capital Protection Provider mayAny Lender may transfer, grant or assign participations in connection with all or any assignment part of its interests hereunder pursuant to this Section 9.06(c) to any Person, provided that: (i) the party assigning such participation shall remain obligated for all purposes of this Agreement, and the transferee of such participation (the "Loan Participant") shall not be a party hereto and (ii) no Loan Participant shall have rights to approve any amendment to or participationwaiver of any provision of this Agreement or the Notes, disclose except to the assignee extent such amendment or participant orwaiver would (x) extend the Final Maturity Date or (y) reduce the interest rate (other than as a result of waiving the applicability of any post-default increases in interest rates) or any fees in which such Loan Participant is participating, in or postpone the payment of any thereof. In the case of any securitization or similar transactionsuch participation, Loan Participant shall not have any rights under this Agreement (Loan Participant's rights against the party granting the participation in respect of such participation to any investor or rating agencybe those set forth in the agreement creating such participation), any information relating to and all amounts payable by East Coast hereunder shall be determined as if the Fund or any of its Affiliates furnished to party granting the Capital Protection Provider by or on behalf of the Fundparticipation had not sold such participation, provided that such information is subject Loan Participant shall be entitled to receive additional amounts under Section 9.15 on the confidentiality provisions contained in this Agreement and, in same basis as if it were the case of any assignee or participant which is not an Affiliate of party granting the Capital Protection Provider, participation and be indemnified under Section 9.03 as if it were the prior written consent of party granting the Adviser or the Fundparticipation. (d) The Capital Protection Provider Lenders may pledge or otherwise transfer furnish any information concerning East Coast in its rights hereunder by way of pledge or assignment of a security interest in all or any portion of its rights under this Agreement possession from time to secure obligations of the Capital Protection Provider, subject time to at least 10 days advance written notice provided to the Fundassignees and participant (including prospective assignees and participant).

Assignments and Participations. (a) The Fund 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. Lender and the Borrower and their respective successors and permitted assigns. (b) The Guarantor Borrower may not assign or otherwise transfer all or any part of its rights and/or obligations under this Agreement. (c) The Lender may, at the Lender’s expense subject to the prior consent of the Borrower, which consent shall not unreasonably be withheld, assign or transfer all or any part of its rights or obligations hereunder under this Agreement and the other Loan Documents to one or more banks or other financial institutions; provided, however, that without such consent, the Lender may assign or transfer all or any part of its rights or obligations under this Agreement and the other Loan Documents to any Affiliate of the Lender or, if an Event of Default shall have occurred and is continuing, to any other Person. The Lender shall notify the Borrower promptly following any such assignment or transfer. (d) The Lender may change its lending office 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 (Borrower provided that (A) the Guarantor Lender shall guarantee notify the obligations Borrower promptly following any such change of lending office, such Affiliate or Person hereunder pursuant to a guaranty agreement that is substantially the same change of lending office shall not result 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 FundBorrower and its Subsidiaries, taken as a whole, and such change shall be at no increased cost to 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 AdviserBorrower. (be) The Capital Protection Provider may Lender may, at its own expense, 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, including without limitation, all or a portion of its Commitment, any Advance and the Fees owing to itNotes); provided, however, that (i) the Capital Protection Provider agrees that Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) 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 the Notes for all purposes of this Agreement, (iv) the Borrower shall continue to deal solely and directly with the Lender in connection with this Agreement and (v) no participant under any such disposition participation shall not alter 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 or postpone any date fixed for payment of principal of, or interest on, any of the Notes or any fees or other amounts payable hereunder, including consent and approval requirements; provided further, that in each case to the Capital Protection Provider provides 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. (cf) The Capital Protection Provider Lender may, in connection with any assignment or participationparticipation or proposed assignment or participation pursuant to this Section 8.06, 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 Obligors 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 FundObligors. (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 Any Lender may assign and delegate all or any portion of its rights hereunder and duties under the Loan Documents (including the Obligations owed to it and its Commitments) to one or any interest herein without more assignees (each, an "Assignee"), with 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 Agent. (b) From and after the consent date that Agent receives the executed Assignment and Acceptance Agreement and, if applicable, payment of the Fund except to required processing fee and such assignment has been entered into 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 thereofRegister in accordance with Section 13.1(g), 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 Agreement, shall be a "Lender" and shall have the rights and obligations of more than $1,000,000,000 at a Lender under the time of such assignmentLoan Documents, and (ii) assumes all of the assigning Lender 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 such Assignment and Acceptance Agreement, relinquish its rights (except with respect 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 Commission10.3) and (C) such assignment could not reasonably be expected to have a Material Adverse Effect with respect to the Fund, assigned portions of the Capital Protection Provider, Commitments and be released from any future obligations under this Agreement with respect to the assigned portions of the Commitments (and in the case of an Assignment and Acceptance Agreement covering all 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 remaining portion of its an assigning Lender's rights and obligations under this Agreement (includingand the other Loan Documents, without limitation, all or such Lender shall cease to be a portion of the Fees owing to itparty hereto and thereto); provided, that nothing contained herein shall release any assigning Lender from obligations that survive 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 hereundertermination of this Agreement, 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 such assigning Lender's obligations under the Trust’s registration statementSection 15 and Section 17.9(a). (c) The Capital Protection Provider may, in connection with any assignment or participation, disclose Immediately upon Agent's delivery of notice to the assignee or participant orassigning Lender pursuant to Section 13.1(b), in the case of any securitization or similar transaction, this Agreement shall automatically be deemed to any investor or rating agency, any information relating be amended to the Fund or any of its Affiliates furnished extent, but only to the Capital Protection Provider by or on behalf extent, necessary to reflect the addition of the Fund, provided that such information is subject to Assignee and the confidentiality provisions contained in this Agreement and, in the case of any assignee or participant which is not an Affiliate resulting adjustment of the Capital Protection Provider, the prior written consent Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the Adviser or the Fundassigning Lender pro tanto. (d) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a "Participant") participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents; provided, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation shall be sold to a Loan Party, an Affiliate of a Loan Party without Agent's consent, and (vii) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off 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. The Capital Protection Provider may pledge rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collateral, or otherwise transfer its rights hereunder in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by way of pledge the Lenders among themselves. (e) In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all documents and information which it now or hereafter may have relating to Company and its Subsidiaries and their respective businesses. (f) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement to secure obligations in favor of any Federal Reserve Bank in accordance with Regulation A of the Capital Protection ProviderFederal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) Agent (as a non-fiduciary agent on behalf of Borrowers) shall maintain, or cause to be maintained, a register (the "Register") on which it enters the name and address of each Lender as the registered owner of the Commitments (and the principal amount thereof and stated interest thereon and the portion of principal amount and interest of the Obligations assigned or transferred) held by such Lender (each, a "Registered Loan"). Other than in connection with an assignment by a Lender of all or any portion of its portion of the Commitments to an Affiliate of such Lender or a Related Fund of such Lender (i) a Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide) and (ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any evidencing the same), Borrowers shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Commitments to an Affiliate of such Lender or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Borrowers, shall maintain a register comparable to the Register. In the absence of manifest error, the entries in the Register shall be conclusive and the Borrowers, Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. Notwithstanding anything to the contrary, any assignment of any Obligation shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers, Agent and any Lender (solely with respect to its Obligations and/or Commitment), at any reasonable time and from time to time upon reasonable prior notice. This Section shall be construed so that the Obligations are at all times maintained in "registered form" within the meaning of Sections 163(f), 165(j), 871(h)(2), 881(c)(2) and 4701 of the IRC and any related regulations (and any successor provisions). (h) In the event that a Lender sells participations in the Registered Loan, such Lender, as a non-fiduciary agent on behalf of Borrowers, shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans held by it (and the principal amount (and stated interest thereon) of the portion of such Registered Loans that is subject to at least 10 days advance written such participations) (the "Participant Register"). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice provided to the Fundcontrary. No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under the IRC and Section 5f.103-1(c) of the United States Treasury Regulations. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (i) Agent shall make a copy of the Register (and each Lender shall make a copy of its Participant Register in the extent it has one) available for review by Borrowers from time to time as Borrowers may reasonably request.

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 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 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 Xxxxx 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 Xxxxx has not commenced the Fund or any exercise of its Affiliates furnished remedies in accordance with Section 10.02 hereof, Xxxxx 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 FundXxxxx 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 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) Xxxxx, 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 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 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 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 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. 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 -92- 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 Buyer 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 F (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) 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 -93- 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 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 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 K, with appropriate completions (an "Assignment and Acceptance", along with replacement Notes executed and delivered by the Capital Protection Provider or any Affiliate thereofBorrowers. (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 Borrowers shall not alter or affect continue to deal solely and directly with the Lender in any way whatsoever connection with the Capital Protection Provider’s direct obligations hereunder, including consent Lender'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 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 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 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, 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 (A) entitled to all the rights, benefits and privileges accorded Lender under the Loan Documents, and (B) subject to all the duties and obligations of Lender under the Capital Protection Provider, subject to at least 10 days advance written notice provided to the FundLoan Documents.

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. (ba) 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. (cb) 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 Borrower or any of its Affiliates. (c) Subject to acceptance and recording thereof pursuant to clause (e) of this Section 11.27, upon such assignment the Fundassignee thereunder shall be a party hereto and, provided that such information is subject to the confidentiality provisions contained in extent of the interest assigned by such assignment, have the rights and obligations of a Lender under this Agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement and, 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 the case such rights and obligations in accordance with clause (b) of any assignee or participant which is not an Affiliate of the Capital Protection Provider, the prior written consent of the Adviser or the Fundthis Section 11.27. (d) The Capital Protection Provider may pledge Upon Agent’s request, any assignment or otherwise transfer its rights hereunder by way participation pursuant to this Section 11.27, at the request of pledge or assignment of a security interest in all Agent or any portion of Lender, Borrower shall (i) appoint, as its rights under this Agreement agent, a registrar and transfer agent (the “Agent’s Register”) reasonably acceptable to secure obligations of the Capital Protection ProviderAgent 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.