Common use of Participations and Assignments Clause in Contracts

Participations and Assignments. (a) The Warranty Provider may assign its obligations under this Agreement and any other Transaction Document to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.

Participations and Assignments. Borrower hereby acknowledges and agrees that a Lender may at any time: (a) The Warranty Provider may assign grant participations in up to forty-nine percent (49%) (up to 100% to an Affiliate of such Lender) of its obligations under Pro Rata Percentage and Pro Rata Share or of its right, title and interest therein or in or to this Agreement and (collectively, "Participations") or to any other Transaction Document bank, lending institution or other entity which the granting Lender reasonably determines has the requisite sophistication to which it is a party to evaluate the merits and risks of investments in participations ("Participants"); provided, however, that: (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. all amounts payable by the Borrower to each Lender hereunder shall be determined as if such Lender had not granted such Participation; and (together with ii) any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, agreement pursuant to which any Lender may grant a Participation: (A) shall provide that such Affiliate has Lender shall retain the same sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or better long-term unsecured credit rating as the Warranty Provider, waiver of any provisions of this Agreement; (B) such Affiliate assumes all participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the obligations Participant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Loans, increase the amount of the Warranty Provider hereunderMaximum Credit Limit, including without limitationpostpone the date fixed for any scheduled payment of principal of or interest on the Loans or release Collateral for the Loans, the obligation subject to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, Section 9.15 hereof; and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to make Advances hereunder; and (b) assign all or any portion of its Pro Rata Share (together with its rights and obligations with respect thereto), and its right, title and interest therein or in and to this Agreement and the other Loan Documents to a Lender or any affiliate of a Lender; or to any other bank or financial institution, in each case with thirty (30) days prior written notice to Agent and subject to the prior written consent of the Agent which consent shall not be unreasonably withheld; provided however that (i) such assignment shall not reasonably be expected to have an Adverse Effect on result in either the Fund assigning or acquiring Lender having a Pro Rata Share of less than $5,000,000 and (ii) any other Person, subject the parties to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by execute such Affiliate assignee assignment or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information other documents reasonably requested by Agent and Borrower shall execute such replacement Revolving Credit Notes as may be requested by Agent, and (iii) the Trust parties to the assignment shall pay Agent a processing fee of $2,500 in order to meet its disclosure obligations under conjunction with such assignment. All Participations and assignments hereunder shall be of the Registration Statement. (c) The Adviser Pro Rata Percentage or Pro Rata Share of the Lender making the assignment or granting the Participation. Notwithstanding the foregoing or anything else contained in this Agreement or any of the other Loan Documents, any Lender may assign or pledge all or any portion of its obligations under the Investment Management Agreement Pro Rata Share (including, without limitation, its rights with respect thereto), and its right, title and interest therein or in and to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all the other Transaction Loan Documents to which the Adviser is a partyFederal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank.

Participations and Assignments. (a) The Warranty Provider Any Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loan, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding). (b) From and after the date on which the conditions described above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, Borrower shall execute and deliver to Administrative Agent for delivery to the Assignee (and, as applicable, the assigning Lender) a Revolving Credit Note in the principal amount of the Assignee’s Revolving Loan Commitment (and, as applicable, a Revolving Credit Note in the principal amount of the Revolving Loan Commitment retained by the assigning Lender). Each such Revolving Credit Note shall be dated the effective date of such assignment. Upon receipt by the assigning Lender of such Revolving Credit Note, the assigning Lender shall return to Borrower any prior Revolving Credit Note held by it. (c) Notwithstanding anything to the contrary set forth herein, any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and applicable promissory note to secure obligations of such Lender, including any pledge or assignment to secure obligations to any Federal Reserve Bank (including as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank), and such Loan(s) and promissory note(s) shall be fully transferable as provided therein, and this Section shall not apply to 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. (d) Subject to the last sentence in Section 13.9, any Lender may at any time (without any required consent) sell to one or more Persons (other than (i) a natural person or (ii) a Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) participating interests in its respective Loan or other interests hereunder (any such Person, a “Participant”). In the event of a sale by a Lender of a participating interest to a Participant, (a) such Lender’s obligations under this Agreement shall remain unchanged for all purposes, (b) Administrative Agent and Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (c) all amounts payable by Borrower shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender. No Participant shall have any other Transaction Document direct or indirect voting rights under this Agreement except with respect -101- to any event described in Section 12.1 expressly requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders. Each Lender agrees to incorporate the requirements of the preceding sentence into each participation agreement which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together such Lender enters into with any successor entityParticipant. Borrower agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), “ML & Co.”) or an Affiliate each Participant shall be deemed to have the right of the Warranty Provider or ML & Co. without the prior consent set-off in respect of the Fund or the Adviser, provided, (A) such Affiliate has its participating interest in amounts owing under this Agreement to the same or better longextent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that such right of set-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment off shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent obligation of each Participant to share with Lenders, and Lenders agree to share with each Participant, as provided in Section 2.13(d). Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1 or 3.3 as if it were a Lender (provided that on the date of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it participation no Participant shall be entitled to any greater compensation pursuant to Sections 3.1 or 3.3 than would have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit been paid to the Fund’s Registration Statement participating Lender on such date if no participation had been sold and that each Participant complies with Section 3.3 as if it were an Assignee). (e) Administrative Agent will maintain a copy of each Assignment Agreement delivered and accepted by it and register (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor AffiliateRegister”) guarantees for the Affiliaterecordation of names and addresses of Lenders, the Pro Rata Share of each Lender and the Loans of each Lender from time to time and whether such Lender is the original Lender or the Assignee. No assignment shall be effective unless and until the Assignment Agreement is accepted and registered in the Register. All records of transfer of a Lender’s obligations under interest in the Agreement and (ii) Register shall be conclusive, absent manifest error, as to the ownership of the interests in such Guarantor Affiliate meets the Assignee CriteriaLoan. Prior Administrative Agent shall not incur any liability of any kind with respect to any such assignment taking effect, any applicable conditions Lender with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by maintenance of the Fund or Register. Upon the Adviser. (b) The Warranty Provider shall have reasonable written request of Borrower, Administrative Agent will furnish a copy of the right to issue participations in its rights under this Agreement with respect Register to the Financial Warranty; providedBorrower Agent or Borrower (at the cost, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warrantyif any, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration StatementBorrower). (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.

Participations and Assignments. (a) The Warranty Provider Lenders may, from time to time, in their sole discretion, and with concurrent notice to Borrower, sell participations in any credit subject hereto to such other investors or financial institutions as it may assign its obligations under this Agreement elect. Lenders and Agent may from time to time disclose to any other Transaction Document participant or prospective participant such information as they may have regarding the financial condition. operations, and prospects of Borrower, which participant agrees to which it is a party to keep such information confidential. (ib) its ultimate parent company Xxxxxxx Xxxxx & Co.At any time after the Closing Date each Lender may, Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund Agent and the Borrower (so long as no Default or Unmatured Default exists), which consent shall not be unreasonably withheld, assign to one or more banks or financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of the Adviser, Note payable to its order); provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (each such assignment shall be of a constant, and not a varying, percentage of all of the “Guarantor Affiliate”) guarantees the Affiliateassigning Lender’s rights and obligations under the Agreement and this Agreement, (ii) such Guarantor Affiliate meets for each assignment involving the Assignee Criteria. Prior issuance and transfer of Notes, the assigning Lender shall execute an Assignment and Acceptance and the Borrower hereby consent to any such assignment taking effect, any applicable conditions with respect execute a replacement Note or Notes to give effect to the Warranty Provider set forth in Section 2.3 assignment, (iii) the minimum commitment which shall be assigned is $5,000,000 and (iv) such assignee shall have an office located in the United States. Upon such execution, delivery, approval and acceptance, from and after the effective date specified in each Assignment and Acceptance (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under such Note or Notes have been fulfilled assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, as fully as if such assignee had been named as a Lender in this Agreement, and of a holder of such Note or Notes, and (y) the assignor shall, to the extent that rights and obligations hereunder or under such Note or Notes have been assigned or negotiated by it pursuant to such Affiliate Assignment and Acceptance, relinquish its rights and be released from its future obligations under this Agreement. No assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in make any further assignment of its rights under and obligations pursuant to this Agreement with respect Agreement. Any Lender that makes an assignment (other than an assignment to an existing Lender or an Affiliate of a Lender) shall pay to the Financial Warranty; providedAgent a one-time administrative fee of $5,000, that the Warranty Provider agrees that any such disposition will which fee shall not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested be reimbursed by the Trust in order to meet its disclosure obligations under the Registration StatementBorrower. (c) The Adviser may assign By executing and delivering an Assignment and Acceptance, the Lender-assignor and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) the assignment made under such Assignment and Acceptance is made under such Assignment and Acceptance without recourse; (ii) such assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any other person or the performance or observance by the Borrower or any other person of any of its obligations under any Credit Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of all financial statements delivered pursuant to this Agreement, and such other Credit Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Investment Management Agreement Agent, the assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its Affiliate subject own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the Note and the other Credit Documents as are delegated to the prior consent of Agent by the Warranty Providerterms hereof and thereof, in its sole discretion;provided, that (A) together with such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered powers as an investment adviser under the Investment Advisers Actare reasonably incidental thereto; and (Cvi) such Affiliate assignee agrees to assume that it will perform in accordance with their terms all of the obligations which by the terms of the Adviser under this Agreement are required to be performed by it as a Lender and all other Transaction Documents a holder of such Note. (d) The Agent shall maintain at its address referred to which herein a copy of each Assignment and Acceptance delivered to and accepted by it. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, the Adviser is a partyAgent shall give prompt notice thereof to the Borrower.

Participations and Assignments. (a) The Warranty Provider may assign its obligations under this Agreement and any other Transaction Document to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “"ML & Co.”") or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided; provided that upon such assignment to an Affiliate, (A) ML & Co. guarantees to the Fund and the Adviser all obligations assumed by such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, under this Agreement and such other Transaction Documents and (B) such the Warranty Provider delivers to the Fund and the Adviser an opinion of counsel, in a form acceptable to the Fund and the Adviser in their reasonable discretion, that provides that the Affiliate assumes all of assignee is authorized under applicable law to assume the obligations of the Warranty Provider hereunder, including without limitation, the obligation under this Agreement and such other Transaction Documents. The Warranty Provider also may assign its obligations under this Agreement and any other Transaction Document to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit which it is a party to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement and to enter into hedging contracts with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s 's direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provideddiscretion; provided, that (A) such assignment shall not constitute an “"assignment” " for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.

Participations and Assignments. (a) The Warranty Provider Lenders may, from time to time, in their sole discretion, and with concurrent notice to the Borrowers, sell participations in any credit subject hereto to such other investors or financial institutions as it may assign its obligations under this Agreement elect. Lenders and any other Transaction Document Administrative Agent may from time to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co.time, Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund Borrowers, which consent shall not be unreasonably withheld or delayed, disclose to any participant or prospective participant such information as they may have regarding the Adviserfinancial condition, operations, and prospects of the Borrowers, which participant agrees to keep such information confidential, provided, (A) however, such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all consent of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment Borrowers shall not reasonably be expected to have required if any such participant is an Adverse Effect on Affiliate of any such Lender selling a participation. (b) At any time after the Fund and (ii) any other PersonClosing Date each Lender may, subject to with the prior consent of the Fund Administrative Agent and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in Borrowers (A) and (B) requiring that it have the same so long as no Default or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”Unmatured Default exists), then such Affiliate may still which consent shall not be an assignee provided unreasonably withheld, assign to one or more banks or financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of the Note payable to its order); provided, that (i) another Affiliate (each such assignment shall be of a constant, and not a varying, percentage of all of the “Guarantor Affiliate”) guarantees the Affiliateassigning Lender’s rights and obligations under this Agreement, (ii) for each assignment involving the issuance and transfer of Notes, the assigning Lender shall execute an Assignment and Acceptance and the Borrowers hereby consent to execute a replacement Note or Notes to give effect to the assignment, (iii) the minimum commitment which shall be assigned is $5,000,000 (or such lesser amount as may be agreed to by Borrowers and Administrative Agent or as shall constitute the aggregate amount of the commitment of the assigning Lender), (iv) such assignee has an office located in the United States of America and is acting through such office with respect to this Agreement and (iiv) no consent of the Borrowers or the Administrative Agent shall be required in connection with an assignment by a Lender to an Affiliate of such Guarantor Affiliate meets Lender. Upon such execution, delivery, approval and acceptance, from and after the Assignee Criteria. Prior to any such assignment taking effecteffective date specified in each Assignment and Acceptance (x) the assignee thereunder shall be a party hereto and, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall extent that rights and obligations hereunder or under such Note or Notes have been fulfilled assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, as fully as if such assignee had been named as a Lender in this Agreement, and of a holder of such Note or Notes, and (y) the assignor shall, to the extent that rights and obligations hereunder or under such Note or Notes have been assigned or negotiated by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its future obligations under this Agreement. Any Lender that makes an assignment (other than an assignment to an existing Lender or an Affiliate assignee or waived of a Lender) shall pay to the Administrative Agent a one-time administrative fee of $3,500, which fee shall not be reimbursed by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration StatementBorrowers. (c) The Adviser may assign By executing and delivering an Assignment and Acceptance, the Lender-assignor and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) the assignment made under such Assignment and Acceptance is made under such Assignment and Acceptance without recourse; (ii) such assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any other person or the performance or observance by the Borrowers or any other person of any of its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that any Credit Document or any other instrument or document furnished pursuant hereto; (Aiii) such assignment shall not constitute an “assignment” for purposes assignee confirms that it has received a copy of the Investment Company Act; (B) this Agreement, together with copies of all financial statements delivered pursuant to this Agreement, and such Affiliate assignee is registered other Credit Documents and other documents and information as an investment adviser under the Investment Advisers Act; it has deemed appropriate to make its own credit analysis and (C) decision to enter into such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement Assignment and all other Transaction Documents to which the Adviser is a party.Acceptance;

Participations and Assignments. The Borrower hereby acknowledges ------------------------------ and agrees that each Lender may at any time: (aI) The Warranty Provider may assign grant participations in all or any portion of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Credit Commitment) or under its Revolving Credit Note (collectively, Participations) to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (each a Participant); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Lender had not granted such Participation, such Lender (A) 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 provisions of this Agreement; and (B) shall not in any event be relieved from its obligations under to make advances hereunder in accordance with its Credit Commitment; provided, however, that such Lender may agree with the Participant that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Credit Obligations so participated or postpone the date fixed for any payment of principal of or interest on such Credit Obligations; and (II) assign up to one hundred percent (100%) of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Credit Commitment) or under its Revolving Credit Note; provided, however, that, except with respect to assignments between and among Lenders which are parties to this Agreement (as to which the conditions in clauses (i) through (iii) below shall not be applicable) prior to such assignment: (i) it has obtained the prior written consent of the Agent (which consent shall not be unreasonably withheld); (ii) the amount assigned shall be an amount equal to $2,000,000 or multiples of $1,000,000 in excess thereof; and (iii) such Lender has paid to the Agent a transfer fee of $2,500. Notwithstanding anything in this Section 11.08 to the contrary, each Lender may sell or assign, in whole or in part, any or all of its interest in the Credit Obligations (without the consent of any Person or any other Transaction Document to which it is a party restriction) to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent such Lender, (ii) any Federal Reserve Bank in connection with a pledge of said interest as collateral security pursuant to Regulation A of the Fund Board of Governors of the Federal Reserve System, and (iii) any Person at any time after an Event of Default. The holder of any sale, assignment or Participation permitted pursuant to this Section 11.08, if the Adviser, providedapplicable agreement between the relevant Lender and such holder so provides, (Ai) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes shall be entitled to all of the rights, obligations and benefits of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund a Lender hereunder and (ii) any other Person, subject shall be deemed to hold and may exercise the prior consent rights of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same set-off or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions banker's lien with respect to any and all obligations of such holder to the Warranty Provider set forth Borrower, in Section 2.3 shall have been fulfilled by each case as fully as though the Borrower were directly indebted to such Affiliate holder. The Borrower authorizes each Lender to provide information concerning the Borrower to any prospective purchaser, assignee or waived by participant. The information provided may include, but is not limited to, amounts, terms, balances, payment history, and any financial or other information about the Fund or the Adviser. (b) Borrower. The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee Borrower agrees to assume indemnify, defend, and release any Lender that has so disclosed such information, and hold such Lender harmless, at the obligations of the Adviser under this Agreement Borrower's cost and expense, from and against any and all other Transaction Documents lawsuits, claims, actions, proceedings, or suits against such Lender arising out of or relating to which the Adviser is a partysuch Lender's reporting or disclosure of such information.

Participations and Assignments. (a) The Warranty Provider Lender (without Borrower's consent) may assign and grant participations in all or a portion of its rights and obligations under this Agreement and any other Transaction Document to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co.including, Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation all or a part of its Term Loan, its Acquisition Line Advances, its Acquisition Line Commitment, its Note A and its Note B) to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit Affiliate or to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have In the right to issue participations in its rights case of an assignment by Lender under this Agreement with respect Section 10, the ---------- assignee shall have, to the Financial Warranty; providedextent of such assignment, that the Warranty Provider same rights, benefits and obligations as it would if it were the Lender hereunder. Upon execution by the assignor and the assignee of an instrument pursuant to which the assignee assumes such rights and obligations, payment by such assignee to such assignor of an amount equal to the purchase price agreed between such assignor and such assignee and delivery to the Lender and Borrower of an executed copy of such instrument, such assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would have if it were the Lender hereunder and the assignor shall be, to the extent of such assignment (unless otherwise provided therein) released from its obligations under this Agreement. Borrower hereby acknowledges and agrees that any such disposition assignment will not alter or affect in any way whatsoever give rise to a direct obligation of Borrower to the Warranty Provider’s direct obligations hereunder assignee and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides assignee shall be considered to be the Trust with all information reasonably requested "Lender." Upon any such assignment, Borrower, at its own expense, shall execute and deliver to the assignee lender in exchange for the surrendered Note A or Note B of the assignor lender a new Note A or Note B, as the case may be, to the order of the assignee lender in an amount equal to the Term Loan A or the Term Loan B, as the case may be, plus the Acquisition Line Commitment. Such new Note A or Note B shall be ---- dated the Closing Date and shall otherwise be in the form of the Note A or Note B replaced thereby. The Note A or Note B surrendered to the assignee lender shall be returned by the Trust in order assignee lender to meet its disclosure obligations under Borrower marked "canceled". The Borrower hereby waives and agrees not to assert against any such assignee any defense, set-off, recoupment or counterclaim which Borrower has or may at any time have against the Registration StatementLender or any other Person for any reason whatsoever. (c) The Adviser Borrower acknowledges that it has been advised that the Lender is acting hereunder for itself and as agent for certain third parties (each being herein referred to as a "Participant" and, collectively, as the "Participants"); ----------- ------------ that the interest of the Lender in this Agreement, the other Loan Documents and any other related instruments and documents may assign its obligations under be conveyed to, in whole or in part, and may be used as security for financing obtained from, one or more third parties without the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty ProviderBorrower (the "Syndication"). The Borrower ----------- agrees reasonably to cooperate with Lender in connection with the Syndication, including the execution and delivery of such other documents, instruments, notices, opinions, certificates and acknowledgments as reasonably may be required by Lender or such Participant; provided, however, in its sole discretion;provided, no event shall the -------- Borrower be required to consent to any change that (A) such assignment shall not constitute an “assignment” for purposes would adversely affect any of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations economic terms of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a partytransactions contemplated herein.

Participations and Assignments. (a) The Warranty Provider Subject to subparagraph (b) below, each Lender may at any time: (i) grant participations of its Pro Rata Percentage of Loans or in and to its interests under this Agreement (collectively, "Participations") to any other lending office of such Lender or to any other bank, lending institution or the Federal Reserve Bank ("Participants"); provided however that: all amounts payable by the Borrower to such Lender hereunder and voting rights of such Lender hereunder shall be determined as if such Lender had not granted such Participation (a change in voting rights requiring written consent of all Lenders); and any agreement pursuant to which such Lender may grant a Participation (A) shall provide that such Lender is not delegating and therefor shall retain the sole right and responsibility to exercise its rights and privileges including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement, provided, however that as between such Lender and its Participant such Lender may agree to consult with and obtain the approval of its Participant regarding any amendment, modification or waiver of any provision set forth in Section 9.15(b); and (B) shall not release or discharge such Lender from its duties and obligations, which shall remain absolute, to make Advances or issue Letters of Credit hereunder; and (ii) assign all or any portion of its obligations Pro Rata Percentage of Loans and its right, title and interest therein or in and to this Agreement to a Lender or any affiliate of a Lender, or to any other bank or financial institution, with the prior written consent of the Agent and the Borrower provided that the Borrower’s consent shall not be required after the occurrence and during the continuance of an Event of Default; and provided further that each Lender’s Revolving Credit Pro Rata Share shall be at least $5,000,000.00. Notwithstanding anything to the contrary contained herein, each Lender may at any time collaterally assign all or any portion of its rights under this Agreement and its Revolving Credit Notes to any other Transaction Document Federal Reserve Bank to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co.secure overnight deposits, Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) provided that no such assignment shall not reasonably be expected to have an Adverse Effect on release the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s assignor Lender from its obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviserhereunder. (b) Sales and/or assignments must be in minimum amounts of $5,000,000.00 and Agent fees attendant thereto shall be in the minimum amount of $3,500.00 per assignment. The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition Borrower will not alter or affect be responsible for the payment of any fees in connection with any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided said sale and/or assignment. Provided further, that transferability of voting rights in connection with transfers of participation interests shall be limited to changes in principal, decreases in rate, decreases in fees, changes in term, and release of collateral. Assignments will require the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior written consent of the Warranty ProviderAgent and, in its sole discretion;providedabsent an Event of Default, that (A) such assignment the Borrower, except for assignments to an affiliate of the assigning Lender, to another Lender or to the Federal Reserve Bank. Consents to assignments shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a partybe unreasonably withheld.

Participations and Assignments. Each Lender may at any time: ------------------------------ (a) The Warranty Provider may assign grant participations of its obligations Revolving Credit Pro Rata Percentage of Loans or in and to its interests under this Agreement and (collectively, "Participations") to any other Transaction Document lending office of such Lender or to any other bank, lending institution or other entity which it is a party such Lender determines has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided however that: (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate all amounts payable by Borrowers to such Lender hereunder and voting rights of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating Lender hereunder shall be determined as the Warranty Provider, (B) if such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) Lender had not granted such assignment shall not reasonably be expected to have an Adverse Effect on the Fund Participation; and (ii) any other Personagreement pursuant to which such Lender may grant a Participation (A) shall provide that such Lender is not delegating and therefor shall retain the sole right and responsibility to exercise its rights and privileges including, subject without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement, provided, however that as between such Lender and its Participant such Lender may agree to consult with and obtain the prior consent approval of the Fund and the Adviserits Participant regarding any amendment, in their sole discretion; provided that, if such Affiliate does not meet both criteria modification or waiver of any provision set forth in (A) Section 9.15(b); and (B) requiring that it have the same shall not release or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit discharge such Lender from its duties and obligations, which shall remain absolute, to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser.make Advances hereunder; and (b) The Warranty Provider assign all or any portion of its Revolving Credit Pro Rata Percentage of Loans and its right, title and interest therein or in and to this Agreement (accompanied by an equivalent delegation of its duties and obligations hereunder) to another Lender or any affiliate of a Lender, or to any other bank or financial institution having capital of at least $500,000,000, in each case with the prior written consent of the Agent, so long as (i) such assigning Lender pays Agent a transfer and processing fee of $3,500, (ii) the assignor and assignee execute an assignment in the form of Exhibit 9.16 attached hereto, and (iii) following such assignment, each Lender hereto has a minimum Revolving Credit Pro Rata Share of $5,000,000 (other than any assigning Lender which has assigned its entire Revolving Credit Pro Rata Share). Upon request of Agent, Borrowers shall have execute a replacement Revolving Credit Note (identical in form to the right notes being delivered to issue participations the Lenders on the Closing Date) to the assignee Lender and the assignor Lender in the amount of their respective Revolving Credit Pro Rata Shares. Notwithstanding anything to the contrary contained herein, each Lender may at any time collaterally assign all or any portion of its rights under this Agreement with respect and its Revolving Credit Note to the Financial Warranty; providedany Federal Reserve Bank to secure overnight deposits, provided that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) no such assignment shall not constitute an “assignment” for purposes of release the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the assignor Lender from its obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a partyhereunder.

Participations and Assignments. Each Borrower, each Subsidiary and each other Credit Party acknowledges and agrees that Lender may at any time and from time to time sell participating interests in its rights hereunder and under the other Loan Documents in respect of one or more Loans to any one or more Persons (a) The Warranty Provider each, a “Participant”). Each Participant may assign its obligations under this Agreement and any other Transaction Document to which it is a party to exercise all rights of payment (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (Climitation rights of set-off) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled portion of such Loans or other Obligations payable hereunder held by it as fully as if such Affiliate assignee Participant were the direct holder thereof. In addition to the sale by Lender of participating interests, as provided hereinabove, each Borrower, each Subsidiary and each other Credit Party further acknowledges and agrees that Lender may sell, assign or waived by the Fund transfer all or the Adviser. (b) The Warranty Provider shall have the right to issue participations in any part of its rights under this Agreement with respect and the other Loan Documents to one or more Persons and one or more Persons may commit to make Loans or other financial accommodations hereunder as Lender’s assignee (each, a “Purchasing Lender”). Each Borrower, each Subsidiary and each other Credit Party hereby consents to the Financial Warranty; provided, that addition of such Purchasing Lender and the Warranty Provider agrees that any such disposition will not alter transfer of all or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent a portion of the Warranty Providerrights, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; duties and (C) such Affiliate assignee agrees to assume the obligations of the Adviser Lender under this Agreement and the other Loan Documents in connection therewith and acknowledges and agrees that from and after the time on which such assignment is made, and to the extent thereof, each Borrower, each Subsidiary and each other Credit Party shall attorn directly to such Purchasing Lender, and Lender shall have no further duty or obligations to any Borrower, Subsidiary and other Credit Party in respect hereof or of any assigned Loan Document to the extent of such assignment. Each Borrower, each Subsidiary and each other Credit Party agrees to execute and deliver to Lender (or its designee) or such Purchasing Lender, as the case may be, such further documents and do such further acts and things as Lender or Purchasing Lender may request in order to effectuate the foregoing. Each Borrower, Subsidiary and other Credit Party authorizes Lender to disclose to any Participant or Purchasing Lender and any prospective Participant or Purchasing Lender any and all financial information in Lender’s possession concerning Borrowers, Subsidiaries and other Transaction Documents Credit Parties that has been delivered to which Lender by or on behalf of any Borrower, Subsidiary or other Credit Party pursuant to this Agreement or any other Loan Document or otherwise generated in connection with Lender’s credit evaluation of Borrowers, Subsidiaries and other Credit Parties, and ongoing loan administration pursuant hereto. Nothing contained herein, however, shall limit in any way the Adviser is right of Lender to assign all or a partyportion of the Loans owing to it from time to time to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank in regard thereto.

Participations and Assignments. (a) The Warranty Provider Neither the Loan Documents nor the benefit hereof may assign its be assigned by the Borrowers. (b) Subject to the consent of the Borrowers, such consent not to be unreasonably withheld (which consent is not required if an Event of Default exists), a Lender may at any time sell to one or more other persons ("PARTICIPANTS") participating interests in any extension of credit outstanding hereunder, any commitment of the Lender hereunder or any other interest of the Lender under the Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, the Lender's obligations under this Agreement agreement to the Borrowers shall remain unchanged, the Lender shall remain solely responsible for the performance thereof and the Borrowers shall continue to be obligated to the Lender in connection with the Lender's rights under this agreement. The Borrowers agree that if amounts outstanding under this agreement are due and unpaid, or shall have been declared to be or shall have become due and payable further to 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 to the same extent as if the amount of its participating interest were owing directly to it as the Lender under this agreement. The Borrowers also agree that each Participant shall be entitled to the benefits of Section 8.6 with respect to its participation hereunder; provided, that no Participant shall be entitled to receive any other Transaction Document greater amount pursuant to which it is a party such Section than the Lender would have been entitled to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate receive in respect of the Warranty Provider or ML & Co. without amount of the prior participation transferred by the Lender to such Participant had no such transfer occurred. (c) Subject to the consent of the Fund or the AdviserBorrowers, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation consent not to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statementbe unreasonably withheld, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund Issuing Lender, which consent may be arbitrarily withheld, a Lender may at any time sell all or any part of its rights and obligations under the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in Credit Facilities to one or more persons (A"PURCHASING LENDERS") and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate such sale must be in a minimum amount of US$5,000,000 (or the “Guarantor Affiliate”) guarantees the Affiliate’s sale of a lesser amount if it represents all of such Lender's rights and obligations under the Agreement and Credit Facilities), (ii) immediately after such Guarantor Affiliate meets sale, the Assignee Criteriaaggregate Individual Commitments of such Lender must be either nil or at least US$5,000,000 and (iii) the consent of the Borrowers shall not be required if an Event of Default has occurred and is continuing or if such sale is to an affiliate of such Lender. Prior Upon such sale, the Lender shall, to any the extent of such sale, be released from its obligations under the Credit Facilities and each of the Purchasing Lenders shall become a party hereto to the extent of the interest so purchased. Upon such sale, such Lender shall pay to the Agent an assignment fee in the amount of US$2,500 for each Purchasing Lender. Any such assignment taking effect, any applicable conditions by a Lender shall not be effective unless and until the assignee has executed an instrument substantially in the form of Schedule D hereto whereby such assignee has agreed to be bound by the terms hereof as a Lender and has agreed to a specific Individual Commitment with respect to the Warranty Provider set forth Credit Facilities and a specific address and telefacsimile number for the purpose of notices as provided in Section 2.3 16.2. A copy of a fully executed copy of such instrument shall be promptly delivered to each of the Agent and the Borrowers by the Purchasing Lender. Upon any such assignment becoming effective, Schedule D hereto shall be deemed to be amended to include the assignee as a Lender with the specific Individual Commitment, address and telefacsimile number as aforesaid and the Individual Commitment of the Lender making such assignment shall be deemed to be reduced by the amount of the Individual Commitment of the assignee. The Borrowers also agree that each Purchasing Lender shall be entitled to the benefits of Section 8.6 with respect to its purchase hereunder; provided that no Purchasing Lender shall otherwise be entitled to receive any greater amount pursuant to such Section then the Lender would have been fulfilled by such Affiliate assignee or waived entitled to receive in respect of the amount sold by the Fund or the AdviserLender to such Purchasing Lender had no such sale occurred. (bd) The Warranty Provider shall Borrowers authorize the Agent and the Lenders to disclose to any Participant or Purchasing Lender (each, a "TRANSFEREE") and any prospective Transferee and authorizes each of the Lenders to disclose to any other Lender any and all financial information in their possession concerning the Borrowers (other than information which the Borrowers have designated as confidential) which has been delivered to them by or on behalf of the right Borrowers pursuant to issue participations this agreement or which has been delivered to them by or on behalf of the Borrowers in connection with their credit evaluation of the Borrowers prior to becoming a party to this agreement, so long as any such Transferee agrees not to disclose any confidential, non-public information to any person other than its non-brokerage affiliates, employees, accountants or legal counsel, unless required by law, regulation, subpoena or similar legal process, in connection with the exercise of any remedies hereunder or the enforcement of rights under this Agreement with respect to the Financial Warranty; providedLoan Documents, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably as requested by the Trust in order to meet its disclosure obligations under the Registration Statementregulatory authorities. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.

Participations and Assignments. (a) The Warranty Provider provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no Borrower may assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the Lenders. (b) Any Lender may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in any or all of its Commitments or any or all of its Loans. If a Lender grants any such participating interest to a Participant, whether or not upon notice to the Borrowers and the Administrative Agent, such Lender shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Lender will not agree to any amendment or waiver of this Agreement described in clause (i), (ii), (iii) or (iv) of Section 10.05 without the consent of the Participant. Any Lender that grants or agrees to grant one or more participating interests pursuant to this subsection shall be entitled to claim and receive under Section 2.15, 8.03 or 8.04 from time to time, for the benefit of itself and its Participants, the full amount that such Lender would have been entitled to claim and receive under said Section at such time if it had not granted or agreed to grant such participating interests. An assignment or other transfer which is not permitted by subsection (c) or (d) of this Section shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection. (c) Any Lender may at any time assign to one or more banks or other institutions (each an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and any other Transaction Document the Notes, and such Assignee shall assume such rights and obligations, pursuant to which it is a party to an Assignment and Assumption Agreement substantially in the form of Exhibit G hereto signed by such Assignee and such transferor Lender, but only with (iand subject to) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior written consent of Alcan and the Fund or the Adviser, provided, Administrative Agent (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment which consents shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretionunreasonably withheld); provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement if an Assignee is an affiliate of such transferor Lender or was a Lender immediately before such assignment, no such consent shall be required, and (ii) such Guarantor Affiliate meets Alcan's consent shall not be required if any of the Assignee CriteriaEvents of Default specified in subsection (a), (f) or (g) of Section 6.01 has occurred and is continuing. Prior to any such No assignment taking effect, any applicable conditions with respect to of only a proportionate part of the Warranty Provider rights and obligations of a Lender under this Agreement and the Notes may be made unless the "Assigned Amount" set forth in Section 2.3 the related Assignment and Assumption Agreement, and the remaining amount retained by the transferor Lender, are each at least $1,000,000; provided that (x) such minimum assigned amount (but not the minimum retention amount) shall not apply to an assignment to an Assignee that was a Lender immediately before such assignment and (y) neither such minimum assigned amount nor the minimum retention amount shall apply to any assignment effected while an Event of Default has occurred and is continuing. When such instrument has been signed and delivered by the parties thereto and such Assignee has paid to such transferor Lender the purchase price agreed between them, such Assignee shall be a Lender party to this Agreement and shall have been fulfilled all the rights and obligations of a Lender with Commitments as set forth in such instrument of assumption, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor Lender, the Administrative Agent and the Borrowers shall make appropriate arrangements so that, if required, new Notes are issued to the Assignee. Any such Affiliate assignee or waived by assignment shall include the Fund or same proportionate part of the Advisertransferor Lender's Commitment and outstanding Loans. (bd) The Warranty Provider shall have the right to issue participations in Any Lender may at any time assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank. No such assignment shall release the transferor Lender from its obligations hereunder and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such transferor Lender in connection with such transferor Lender's rights and obligations hereunder. (e) No Assignee or other transferee of any Lender's rights shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Lender would have been entitled to receive with respect to the Financial Warranty; providedrights transferred, that unless such transfer is made with Alcan's prior written consent or by reason of the Warranty Provider agrees that any provisions of Section 8.02, 8.03 or 8.04 requiring such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and Lender to designate a different Applicable Lending Office under the Financial Warranty, including consent and approval requirements; and provided further, that circumstances referred to therein or at a time when the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order circumstances giving rise to meet its disclosure obligations under the Registration Statementsuch greater payment did not exist. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.

Participations and Assignments. Each Borrower hereby acknowledges and agrees that any Lender may at any time subject to the prior written consent of Majority Lenders: (a) The Warranty Provider grant participations in up to forty-nine percent (49%) of its Pro Rata Share of the Loans and of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of such Lender or to any Participating Lender; provided, however, that: (i) all amounts payable by Borrowers to each Lender hereunder shall be determined as if such Lender had not granted such Participation; and (ii) any agreement pursuant to which any Lender may assign grant a Participation: (A) shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (B) such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participating Lender if such amendment, modification or waiver would reduce the principal of or rate of interest on the Loans, increase the amount of the Total Revolving Credit Facility, or postpone the date fixed for any scheduled payment of principal of or interest on the Loans; and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to (subject to the terms and conditions hereof) make Loans hereunder; and (b) assign, pursuant to a written assignment and acceptance in form and substance satisfactory to Agent (the "Assignment") all or any percent of its Pro Rata Share of the Loans, or any right, title and interest therein or in and to this Agreement to any financial institution so long as (i) after any such assignment occurs, the Pro Rata Share of each Lender under this Agreement equals at least Five Million Dollars ($5,000,000.00), (ii) Agent and (if no Event of Default is outstanding) Borrowers consent to such assignment in writing, which consent shall not be unreasonably withheld or delayed, and (iii) Agent receives an assignment fee from the assigning Lender (not reimbursable by or chargeable to Borrowers) of Three Hundred Five Hundred Dollars ($3,500.00). Upon the execution by the assignor and assignee of the Assignment, and delivery to Agent of the Assignment for acceptance, the assigning Lender shall, to the extent provided in the Assignment, be released from its obligations under this Agreement and any other Transaction Document to which it is the assignee thereunder shall be a party hereto and, to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate the extent provided in such Assignment have the rights and obligations of the Warranty Provider or ML & Co. without the prior consent a Lender hereunder. All Participations and assignments hereunder shall be of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations Loans in the same proportion as is the Pro Rata Percentage of all Loans of the Warranty Provider hereunderLender making the assignment or granting the Participation. Each Borrower agrees that it will use its best efforts to assist and cooperate with Agent in any manner reasonably requested by Agent to effect the sale of participations in or assignments pursuant to this Section 11.16, including including, without limitation, assisting in the obligation preparation of appropriate disclosure documents. Each Borrower further agrees that Agent may disclose credit information regarding such Borrower to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit any potential participant or assignee. Notwithstanding anything to the Fund’s Registration Statementcontrary contained in this Agreement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider each Lender shall have the right right, without the consent of Borrowers or Agent, to issue participations in (x) assign as security all or part of its rights under this Agreement with respect and/or in the Loans to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; Federal Reserve Bank and (Cy) such Affiliate assignee agrees to assume the assign all or any part of its rights and obligations of the Adviser under this Agreement and all other Transaction Documents and/or in the Loans to which the Adviser is a partyany of its Affiliates.

Participations and Assignments. Borrowers hereby acknowledge and agree that a Lender may at any time: (a) The Warranty Provider may assign grant participations in its obligations under Loan or any Note or of its right, title and interest therein or in or to this Agreement and (collectively, "Participations") to any other Transaction Document lending office or to any other bank, lending institution or other Person which it (x) in the absence of an Event of Default hereunder, is not a party Person in a Permitted Line of Business and (y) has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) all amounts payable by Borrowers hereunder shall be determined as if such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) Lender had not granted such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund Participation; and (ii) any other Person, subject agreement pursuant to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in which any Lender may grant a Participation: (A) shall provide that such Lender shall retain the sole right and (B) requiring that it have responsibility to enforce the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”)obligations of Borrowers hereunder including, then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effectwithout limitation, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under approve any amendment, modification or waiver of any provisions of this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company ActAgreement; (B) may provide that such Affiliate assignee is registered as an investment adviser under Lender will not agree to any modification, amendment or waiver of this Agreement requiring approval of all Lenders pursuant to Paragraph 9.3 hereof without the Investment Advisers Act; consent of the Participant and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to make Advances hereunder; and (b) assign (i) all or any percent of its Loan or any Note or right, title and interest therein or in and to this Agreement, to (x) a Lender; (y) any Affiliate assignee agrees of a Lender; or (z) any Federal Reserve Bank; or (ii) all or any part of its Loan or any Note or right, title and interest therein or in and to assume this Agreement to a third party; provided, however, that in the obligations absence of an Event of Default or Default hereunder no assignment pursuant to (b)(ii) above shall be made without the prior written consent of the Adviser Agent and Borrowers, which consent shall not be unreasonably withheld. Any assignments pursuant to subparagraph (b) shall be in an amount not less than and shall not result in the Maximum Principal Amount of the assigning Lender, if such assigning Lender remains as a Lender hereunder, being less than Five Million Dollars ($5,000,000); and any such assignment must be accompanied by a pro rata assignment of the assigning Lender's participation as a Lease Financing Lender and as a Holder under this Agreement and all other Transaction Documents the Lease Financing Facility. Any assignment pursuant to which subparagraph (b) shall require payment by the Adviser is applicable Lender to Agent of a party.$3,500 transfer fee. Any assignment pursuant to subparagraph (b) shall be in the form attached hereto as Exhibit K.

Participations and Assignments. (a) The Warranty Provider may assign its obligations under this Agreement and any other Transaction Document to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co.Lenders may, Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior written consent of the Fund Agent, which consent will not unreasonably be withheld or delayed, sell to one or more commercial banks, commercial finance lenders or other financial institutions, participations in the Adviser, provided, (A) such Affiliate has loans and extensions of credit made and to be made to the same or better long-term unsecured credit rating Borrowers hereunder. Such participant shall have no rights as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider a Lender hereunder, including without limitationand notwithstanding the sale of any participation by a Lender, such Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereunder, and the Borrowers, the obligation Agent and the Lenders may continue to provide audited financial statements prepared deal solely with such Lender with respect to all matters relating to this Financing Agreement and the transactions contemplated hereby. In addition, all amounts payable under this Financing Agreement to any Lender which sells a participation in accordance with applicable standards for filing an exhibit this paragraph shall continue to the Fund’s Registration Statement, be paid directly to such Lender and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, determined as if such Affiliate does Lender had not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to sold any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviserparticipation. (b) The Warranty Provider Lenders may also, with the prior written consent of the Agent, and, so long as no Event of Default exists and is continuing, with the prior written consent of the Borrowers (which consent will not be unreasonably withheld or delayed and shall have the right not be required for assignment to issue participations in its existing Lenders or their Affiliates), assign to one or more commercial banks, commercial finance lenders or other financial institutions, all or a portion of their rights and obligations under this Financing Agreement with respect to the Financial Warranty; provided(including, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warrantywithout limitation, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration StatementRevolving Line of Credit and the Letter of Credit Line and Term Loan). Any such assignment shall (i) apply to the same pro rata share of such Lender’s commitments and interests in the Revolving Loans and Letter of Credit Line and Term Loan and (ii) if such assignment is a partial assignment, be in a minimum principal amount of $1,000,000 and in integral multiples of $1,000,000 in excess thereof. Upon execution of an Assignment and Transfer Agreement, (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, have the rights and obligations of the assigning Lender as the case may be hereunder and (ii) the assigning Lender shall, to the extent that rights, and obligations hereunder have been assigned by such Lender pursuant to such assignment, relinquish such Lender’s rights and be released from its obligations under this Financing Agreement. If necessary, the Borrowers agree to execute any documents reasonably required to effectuate and acknowledge the assignments. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject Subject to the prior consent provisions of Section 13.9, the Borrowers authorize each Lender to disclose to any participant or purchasing lender any and all financial information in such Lender’s possession concerning the Borrowers and their affiliates which has been delivered to such Lender by or on behalf of the Warranty Provider, in its sole discretion;provided, that (A) Borrowers pursuant to this Financing Agreement or which has been delivered to such assignment shall not constitute an “assignment” for purposes Lender by or on behalf of the Investment Company Act; (B) Borrowers in connection with such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations Lender’s credit evaluation of the Adviser under Borrowers and their affiliates prior to entering into this Agreement and all other Transaction Documents to which the Adviser is a partyFinancing Agreement.

Participations and Assignments. (a) The Warranty Provider Lenders may, from time to time, in their sole discretion, and with concurrent notice to Borrowers, sell participations in any credit subject hereto to such other investors or financial institutions as it may assign its obligations under this Agreement elect. Lenders and Agent may from time to time disclose to any other Transaction Document to which it is a party to participant or prospective participant such information as they may have regarding the financial condition. operations, and prospects of Borrower. (ib) its ultimate parent company Xxxxxxx Xxxxx & Co.At any time after the Closing Date each Lender may, Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund Borrowers (unless an Event of Default has occurred and is continuing or the Adviserassignment is to another Lender or an Affiliate of a Lender) and the Agent, which consent shall not be unreasonably withheld, assign to one or more banks or financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of the Note payable to its order); provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (each such assignment shall be of a constant, and not a varying, percentage of all of the “Guarantor Affiliate”) guarantees the Affiliateassigning Lender’s rights and obligations under the Agreement and this Agreement, (ii) such Guarantor Affiliate meets for each assignment involving the Assignee Criteria. Prior issuance and transfer of Notes, the assigning Lender shall execute an Assignment and Acceptance and the Borrowers hereby consent to any such assignment taking effect, any applicable conditions with respect execute a replacement Note or Notes to give effect to the Warranty Provider set forth in Section 2.3 assignment, (iii) the minimum commitment which shall be assigned is $5,000,000 (or such lesser amount as may remain outstanding) and (iv) such assignee shall have an office located in the United States. Upon such execution, delivery, approval and acceptance, from and after the effective date specified in each Assignment and Acceptance (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under such Note or Notes have been fulfilled assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, as fully as if such assignee had been named as a Lender in this Agreement, and of a holder of such Note or Notes, and (y) the assignor shall, to the extent that rights and obligations hereunder or under such Note or Notes have been assigned or negotiated by it pursuant to such Affiliate Assignment and Acceptance, relinquish its rights and be released from its future obligations under this Agreement. No assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in make any further assignment of its rights under and obligations pursuant to this Agreement with respect Agreement. Any Lender that makes an assignment shall pay to the Financial Warranty; providedAgent a one-time administrative fee of $3,500, that the Warranty Provider agrees that any such disposition will which fee shall not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested be reimbursed by the Trust in order to meet its disclosure obligations under the Registration StatementBorrowers. (c) The Adviser may assign By executing and delivering an Assignment and Acceptance, the Lender-assignor and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) the assignment made under such Assignment and Acceptance is made under such Assignment and Acceptance without recourse; (ii) such assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any other person or the performance or observance by the Borrowers or any other person of any of its obligations under any Credit Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of all financial statements delivered pursuant to this Agreement, and such other Credit Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Investment Management Agreement Agent, the assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its Affiliate subject own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the Note and the other Credit Documents as are delegated to the prior consent of Agent by the Warranty Providerterms hereof and thereof, in its sole discretion;provided, that (A) together with such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered powers as an investment adviser under the Investment Advisers Actare reasonably incidental thereto; and (Cvi) such Affiliate assignee agrees to assume that it will perform in accordance with their terms all of the obligations which by the terms of the Adviser under this Agreement are required to be performed by it as a Lender and all other Transaction Documents a holder of such Note. (d) The Agent shall maintain at its address referred to which herein a copy of each Assignment and Acceptance delivered to and accepted by it. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, the Adviser is a partyAgent shall give prompt notice thereof to the Borrowers.

Participations and Assignments. (a) The Warranty Provider may assign Borrowers hereby acknowledge and agree that so long as a Bank is not in default of its obligations under this Agreement, such Bank may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrowers and the Administrative Agent and the Appraisal Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement and (collectively, "PARTICIPATIONS") to any other Transaction Document lending office of such Bank or to any other bank, lending institution or other entity which it is a party has the requisite sophistication to evaluate the merits and risks of investments in Participations ("PARTICIPANTS"); provided, however, that: (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not granted such Participation; (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (Aii) such Affiliate has Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of sole right and responsibility to enforce the obligations of the Warranty Provider hereunderBorrowers hereunder including, including without limitation, the obligation right to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statementapprove any amendment, and modification or waiver of any provisions of this Agreement; (Cy) such assignment shall participation agreement may provide that such Bank will not reasonably be expected agree to have an Adverse Effect on any modification, amendment or waiver of this Agreement without the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, Participant if such Affiliate does not meet both criteria set forth in (A) modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan; and (Bz) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit shall not relieve such Bank from its obligations, which shall remain absolute, to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement make Loans hereunder; and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrowers of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrowers and the Administrative Agent and the Appraisal Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrowers), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An Assignment Fee of $3,500 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrowers shall not have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that approve any such disposition will not alter assignment or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested Participation by the Trust in order to meet its disclosure obligations under the Registration Statementa Bank if a Potential Default or an Event of Default then exists. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.

Participations and Assignments. The Borrower hereby ------------------------------ acknowledges and agrees that each Lender may at any time: (aI) grant participations in all or any portion of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Credit Commitment) or under its Revolving Credit Note (collectively, PARTICIPATIONS) to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (each a PARTICIPANT); PROVIDED, HOWEVER, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Lender had not granted such Participation, such Lender (A) 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 provisions of this Agreement; and (B) shall not in any event be relieved from its obligations to make advances hereunder in accordance with its Credit Commitment; PROVIDED, HOWEVER, that such Lender may agree with the Participant that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Credit Obligations so participated or postpone the date fixed for any payment of principal of or interest on such Credit Obligations; and (II) assign up to one hundred percent (100%) of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Credit Commitment) or under its Revolving Credit Note; PROVIDED, HOWEVER, that, except with respect to assignments between and among Lenders which are parties to this Agreement (as to which the conditions in clauses (i) through (iii) below shall not be applicable) prior to such assignment: (i) it has obtained the prior written consent of the Agent (which consent shall not be unreasonably withheld); (ii) the amount assigned shall be an amount equal to $2,000,000 or multiples of $1,000,000 in excess thereof; and (iii) such Lender has paid to the Agent a transfer fee of $2,500. The Warranty Provider may rights of First Fidelity Bank, National Association, in its capacity as a Lender, to assign its rights and obligations under hereunder pursuant to clause (II) of this Agreement Section 11.08 is subject to the further restriction that First Fidelity Bank, National Association shall not be permitted to assign a percentage of its rights and obligations hereunder, if after giving effect to such an assignment, it shall possess less than twenty five percent (25%) of the aggregate of all Credit Commitments. Notwithstanding anything in this Section 11.08 to the contrary, each Lender may sell or assign, in whole or in part, any or all of its interest in the Credit Obligations (without the consent of any Person or any other Transaction Document to which it is a party restriction) to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent such Lender, (ii) any Federal Reserve Bank in connection with a pledge of said interest as collateral security pursuant to Regulation A of the Fund Board of Governors of the Federal Reserve System, and (iii) any Person at any time after an Event of Default. The holder of any sale, assignment or Participation permitted pursuant to this Section 11.08, if the Adviser, providedapplicable agreement between the relevant Lender and such holder so provides, (Ai) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes shall be entitled to all of the rights, obligations and benefits of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund a Lender hereunder and (ii) any other Person, subject shall be deemed to hold and may exercise the prior consent rights of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same set-off or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions banker's lien with respect to any and all obligations of such holder to the Warranty Provider set forth Borrower, in Section 2.3 shall have been fulfilled by each case as fully as though the Borrower were directly indebted to such Affiliate holder. The Borrower authorizes each Lender to provide information concerning the Borrower to any prospective purchaser, assignee or waived by participant. The information provided may include, but is not limited to, amounts, terms, balances, payment history, and any financial or other information about the Fund or the Adviser. (b) Borrower. The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee Borrower agrees to assume indemnify, defend, and release any Lender that has so disclosed such information, and hold such Lender harmless, at the obligations of the Adviser under this Agreement Borrower's cost and expense, from and against any and all other Transaction Documents lawsuits, claims, actions, proceedings, or suits against such Lender arising out of or relating to which the Adviser is a partysuch Lender's reporting or disclosure of such information.

Participations and Assignments. Lenders may at any time grant to one or more banks or other institutions (aeach a "Participant") The Warranty Provider participating interests in its Commitments and/or any or all of its Loans. In the event of any such grant by any Lender of a participating interest to a Participant, whether or not upon notice to the Borrower, such Lender shall remain responsible for the performance of its obligations hereunder, and Borrower shall continue to deal solely and directly with such Lender in connection with 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 Borrower under this Agreement and under any other Loan Document 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 Lender will not agree to any modification, amendment or waiver of this Agreement requiring the consent of all Lenders under Section 11.03 without the consent of the Participant. Lenders may at any time assign to one or more banks or other institutions (each an "Assignee"), all or a portion of its rights and obligations under this Agreement and its Notes, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and Lender. Each such Assignee which is organized under the Laws of any jurisdiction other Transaction Document than the United States of America must comply with the requirement to which it is deliver a party Form 4224 as required under Section 9.01. Upon execution and delivery of such Assignment and Assumption Agreement by such Assignee to (i) its ultimate parent company Xxxxxxx Xxxxx & Co.such Lender of an amount equal to the purchase price agreed between Lender and such Assignee, Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of such Assignee shall be a "Lender" and shall have all the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the rights and obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance a Lender with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria a Commitment as set forth in (A) such Assignment and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”)Assumption Agreement, then such Affiliate may still and Lender shall be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in released from its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the Financial Warrantyconsummation of any assignment pursuant to this paragraph, including consent and approval requirements; and a new Note shall be issued in exchange for the existing Note, all as provided further, that the Warranty Provider provides the Trust with in this Agreement. Borrower agrees to provide all information assistance reasonably requested by the Trust any Lender to enable such Lender either to sell participations in order or to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser make assignments permitted under this Agreement and all other Transaction Documents to which the Adviser is a partySection.

Participations and Assignments. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of its Commitment or any Loan to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Loan Documents and all amounts payable by the Borrower under ARTICLE ll shall be determined as if such Bank had not sold such participation. The Warranty Provider may assign its obligations under this Agreement agreement executed by such Bank with an assignee shall be in the form of SCHEDULE 9.10; and the agreement executed by such Bank with a participant shall not give the participant the right to require such Bank to take or omit to take any other Transaction Document to which it is a party action hereunder except action directly relating to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together the extension of a payment date with respect to any successor entity, “ML & Co.”) or an Affiliate portion of the Warranty Provider principal of or ML & Co. without the prior consent of the Fund or the Adviserinterest on any amount outstanding hereunder allocated to such participant, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent reduction of the Fund principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and the Adviser, in their sole discretionparticipants (including prospective assignees and participants); provided that, if that such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to Bank shall require any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate prospective assignee or waived by such participant (prospective or otherwise) to agree in writing to maintain the Fund or the Adviserconfidentiality of such information. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect In addition to the Financial Warranty; providedassignments and participations permitted under PARAGRAPH (a) above, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser Bank may assign and pledge all or any portion of its obligations under the Investment Management Agreement Loans and Note to its Affiliate subject (i) any affiliate of such Bank or (ii) any Federal Reserve Bank as collateral security pursuant to the prior consent Regulation A of the Warranty Provider, in its sole discretion;provided, that (A) Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall not constitute an “assignment” for purposes of release the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the assigning Bank from its obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a partyhereunder.

Participations and Assignments. (a) The Warranty Provider may assign its obligations under this Agreement and any other Transaction Document to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “"ML & Co.”") or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser; provided, providedthat upon such assignment to an Affiliate, (A) ML & Co. guarantees to the Fund and the Adviser all obligations assumed by such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, under this Agreement and such other Transaction Documents and (B) such the Warranty Provider delivers to the Fund and the Adviser an opinion of counsel, in a form acceptable to the Fund and the Adviser in their reasonable discretion, that provides that the Affiliate assumes all of assignee is authorized under applicable law to assume the obligations of the Warranty Provider hereunder, including without limitation, the obligation under this Agreement and such other Transaction Documents. The Warranty Provider also may assign its obligations under this Agreement and any other Transaction Document to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit which it is a party to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement and to enter into hedging contracts with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s 's direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provideddiscretion; provided, that (A) such assignment shall not constitute an “"assignment” " for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.

Participations and Assignments. Each Borrower hereby acknowledges and agrees that each Lender may at any time: (aI) The Warranty Provider may assign grant participations in all or any portion of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Commitment) or under this Agreement and its Revolving Credit Note (collectively, "PARTICIPATIONS") to any other Transaction Document lending office or to any other bank, lending institution or other entity which it is has the requisite sophistication to evaluate the merits and risks of investments in Participations (each a party to "PARTICIPANT"); PROVIDED, HOWEVER, that: (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of all amounts payable by the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating Borrowers hereunder shall be determined as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does Lender had not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”)granted such Participation, then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that Lender (A) such assignment shall not constitute an “assignment” for purposes of retain the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; sole right and (C) such Affiliate assignee agrees responsibility to assume enforce the obligations of the Adviser under Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and (B) shall not in any event be relieved from its obligations to make advances hereunder in accordance with its Commitment; PROVIDED, HOWEVER, that such Lender may agree with the Participant that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Obligations so participated or postpone the date fixed for any payment of principal of or interest on such Obligations; and all other Transaction Documents (II) assign up to one hundred percent (100%) of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Commitment) or under its Revolving Credit Note; PROVIDED, HOWEVER, that, except with respect to assignments between and among Lenders which are parties to this Agreement (as to which the Adviser conditions in clauses (i) through (iii) below shall not be applicable) prior to such assignment: (i) it has obtained the prior written consent of the Agent (which consent shall not be unreasonably withheld) and has delivered to the Agent and the Borrowers a duly completed and executed assignment and assumption agreement in the form attached hereto as EXHIBIT F (as "ASSIGNMENT AND ASSUMPTION AGREEMENT"); (ii) the amount assigned shall be an amount equal to $5,000,000 or multiples of $1,000,000 in excess thereof; and (iii) such Lender has paid to the Agent a transfer fee of $3,500. Notwithstanding anything in this Section 11.08 to the contrary, each Lender may sell or assign, in whole or in part, any or all of its interest in the Obligations (without the consent of any Person or any other restriction) to (i) any Affiliate of such Lender, (ii) any Federal Reserve Bank in connection with a pledge of said interest as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System, and (iii) any Person at any time after an Event of Default. The holder of any sale, assignment or Participation permitted pursuant to this Section 11.08, if the applicable agreement between the relevant Lender and such holder so provides, (i) shall be entitled to all of the rights, obligations and benefits of a Lender hereunder and (ii) shall be deemed to hold and may exercise the rights of set-off or banker's lien with respect to any and all obligations of such holder to the Borrower, in each case as fully as though the Borrowers were directly indebted to such holder. Each Borrower authorizes each Lender to provide information concerning such Borrower to any prospective purchaser, assignee or participant. The information provided may include, but is a partynot limited to, amounts, terms, balances, payment history, and any financial or other information about such Borrower. Each Borrower agrees to indemnify, defend, and release any Lender that has so disclosed such information, and hold such Lender harmless, at such Borrower's cost and expense, from and against any and all lawsuits, claims, actions, proceedings, or suits against such Lender arising out of or relating to such Lender's reporting or disclosure of such information.

Participations and Assignments. Borrowers hereby acknowledge and agree that a Lender may at any time: (a) The Warranty Provider may assign grant participations in all or any percent of its obligations under Pro Rata Percentage and Pro Rata Share or of its right, title and interest therein or in or to this Agreement and (collectively, "Participations") to any other Transaction Document lending office of such Lender or to any other bank, lending institution or other entity which it is a party the granting Lender reasonably determines has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of all amounts payable by the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) Borrowers to each Lender hereunder shall be determined as if such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) Lender had not granted such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund Participation; and (ii) any other Person, subject agreement pursuant to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in which any Lender may grant a Participation: (A) shall provide that such Lender shall retain the sole right and (B) requiring that it have responsibility to enforce the same or better long-term unsecured credit rating as Obligations of the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”)Borrowers hereunder including, then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effectwithout limitation, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under approve any amendment, modification or waiver of any provisions of this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company ActAgreement; (B) such Affiliate assignee is registered as an investment adviser under participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement without the Investment Advisers Actconsent of the Participant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Loans, increase the amount of the Maximum Credit Limit, postpone the date fixed for any scheduled payment of principal of or interest on the Loans or release Collateral for the Loans, subject to Section 9.15 hereof; and (C) shall not relieve such Affiliate assignee agrees Lender from its obligations, which shall remain absolute, to assume make Advances hereunder; and (b) assign (i) all or any percent of its Pro Rata Percentage and Pro Rata Share or any right, title and interest therein or in and to this Agreement to a Lender or any affiliate of a Lender; or (ii) all or any of its Pro Rata Percentage or Pro Rata Share or any right, title and interest therein or in and to this Agreement to a third party, with the obligations prior written consent of the Adviser under this Agreement Borrowers (absent the existence of an Event of Default or Unmatured Event of Default) and all other Transaction Documents the Agent, which consents shall not be unreasonably withheld; provided that unless there exists an Event of Default, assignments may not be made in amounts less than $5,000,000, and in the case of (i) or (ii) together with the payment to which the Adviser is Agent of a party$2,500 transfer fee. All Participations and assignments hereunder shall be of the Pro Rata Percentage or Pro Rata Share of the Lender making the assignment or granting the Participation.

Participations and Assignments. (a) The Warranty Provider Each Lender may assign at any time grant participations of its obligations Pro Rata Line Share or Pro Rata Cap Ex Share, as applicable, in and to its interests under this Agreement and (collectively, “Participations”) to any other Transaction Document lending office of such Lender or to any other bank, lending institution or other entity which it is a party the granting Lender reasonably determines has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided however that: (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. all amounts payable by the Borrower to each Lender hereunder and voting rights of each Lender hereunder shall be determined as if such Lender had not granted such Participation; (together with ii) any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, agreement pursuant to which any Lender may grant a Participation (A) shall provide that such Affiliate has Lender is not delegating and therefore shall retain the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes sole right and responsibility to exercise all of the obligations of the Warranty Provider hereunderits rights and privileges under this Agreement, including including, without limitation, the obligation right to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statementapprove any amendment, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) modification or waiver of any other Person, subject to the prior consent provisions of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) this Agreement and (B) requiring that it have the same shall not release or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit discharge such Lender from its duties and obligations, which shall remain absolute, hereunder, including its obligation to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement make advances hereunder; and (iiiii) such Guarantor Affiliate meets the Assignee Criteria. Prior to upon entering into any such assignment taking effectParticipation, any applicable conditions with respect the Lender granting such participation shall give thirty (30) days prior written notice thereof to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the AdviserAgent. (b) The Warranty Provider Each Lender may at any time assign all or any portion of its Pro Rata Line Share or Pro Rata Cap Ex Share, as applicable, (together with its rights and obligations with respect thereto) and its right, title and interest therein and in and to this Agreement and the other Loan Documents to a Lender or any Affiliate of a Lender, or to any other bank or financial institution, in each case with thirty (30) days prior written notice to Agent and Borrower and subject to the prior written consent of the Agent and, provided that no Default or Event of Default shall have occurred and be continuing, the right prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld or delayed; provided however that (i) any assignment to issue participations another Lender (which is then a party to this Agreement) or to any other bank or financial institution shall be in the minimum amount of Five Million Dollars ($5,000,000.00); (ii) the parties to such assignment shall execute an Assignment and Acceptance in the form of Schedule D hereto and such other documents reasonably requested by Agent, and Borrower shall execute such replacement Notes, amendments and other items as may be requested by Agent; and (iii) the parties to the assignment shall pay Agent a processing fee of Three Thousand Five Hundred Dollars ($3,500.00) at the time of providing such assignment to Agent. (c) Notwithstanding anything to the contrary contained herein, each Lender may at any time, pledge or assign all or any portion of its rights under this Agreement with respect to and/or its interest in the Financial Warranty; providedLoans, that the Warranty Provider agrees that Notes, Letter of Credit, L/C Obligations or any such disposition will not alter or affect interest in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warrantyparticipation, including consent and approval requirements; and collateral therefore, to any Federal Reserve Bank in accordance with applicable law, provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) no such assignment shall not constitute an “assignment” for purposes of release the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the assigning Lender from its obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a partyhereunder.

Participations and Assignments. (a) The Warranty Provider may assign its obligations under this Agreement and any other Transaction Document to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co.Lenders may, Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior written consent of the Fund Agent, which consent will not unreasonably be withheld or delayed, sell to one or more commercial banks, commercial finance lenders or other financial institutions, participations in the Adviser, provided, (A) such Affiliate has loans and extensions of credit made and to be made to the same or better long-term unsecured credit rating Borrower hereunder. Such participant shall have no rights as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider a Lender hereunder, including without limitationand notwithstanding the sale of any participation by a Lender, such Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereunder, and the Borrower, the obligation Agent and the Lenders may continue to provide audited financial statements prepared deal solely with such Lender with respect to all matters relating to this Financing Agreement and the transactions contemplated hereby. In addition, all amounts payable under this Financing Agreement to any Lender which sells a participation in accordance with applicable standards for filing an exhibit this paragraph shall continue to the Fund’s Registration Statement, be paid directly to such Lender and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, determined as if such Affiliate does Lender had not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to sold any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviserparticipation. (b) The Warranty Provider shall have Lenders may also, with the right prior written consent of the Agent, which consent will not be unreasonably withheld or delayed, assign to issue participations in one or more commercial banks, commercial finance lenders or other financial institutions, all or a portion of their rights and obligations under this Financing Agreement (including, without limitation, its obligations under the Line of Credit and its rights under this Agreement and obligations with respect to Letters of Credit). Any such assignment shall (i) apply to the Financial Warranty; providedsame pro rata share of such Lender's commitments and interests in the Revolving Loans and Letters of Credit and (ii) if such assignment is a partial assignment, be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. Upon execution of an Assignment Agreement in the form of EXHIBIT B attached hereto and payment to the Agent of an assignment fee in the amount of $3,500 for each assignment, (i) the assignee thereunder shall be a party hereto and, to the extent that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct rights and obligations hereunder have been assigned to it pursuant to such assignment, have the rights and under obligations of the Financial Warrantyassigning Lender as the case may be hereunder and (ii) the assigning Lender shall, including consent to the extent that rights and approval requirements; obligations hereunder have been assigned by such Lender pursuant to such assignment, relinquish such Lender's rights and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet be released from its disclosure obligations under this Financing Agreement. If necessary, the Registration StatementBorrower agrees to execute any documents reasonably required to effectuate and acknowledge the assignments. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject Subject to the prior consent provisions of SECTION 13.9 of this Financing Agreement, each Credit Party authorizes each Lender to disclose to any participant or purchasing lender any and all financial information in such Lender's possession concerning such Credit Party and its Affiliates which has been delivered to such Lender by or on behalf of such Credit Party pursuant to this Financing Agreement or which has been delivered to such Lender by or on behalf of the Warranty Provider, Credit Parties in its sole discretion;provided, that (A) connection with such assignment shall not constitute an “assignment” for purposes Lender's credit evaluation of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; Credit Parties and (C) such Affiliate assignee agrees their Affiliates prior to assume the obligations of the Adviser under entering into this Agreement and all other Transaction Documents to which the Adviser is a partyFinancing Agreement.

Participations and Assignments. Borrowers hereby acknowledge and agree that a Lender may at any time: (a) The Warranty Provider may assign grant participations in its obligations under Loan or any Note or of its right, title and interest therein or in or to this Agreement and (collectively, "Participations") to any other Transaction Document lending office or to any other bank, lending institution or other Person which it (x) in the absence of an Event of Default hereunder, is not a party Person in a Permitted Line of Business and (y) has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) all amounts payable by Borrowers hereunder shall be determined as if such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) Lender had not granted such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund Participation; and (ii) any other Person, subject agreement pursuant to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in which any Lender may grant a Participation: (A) shall provide that such Lender shall retain the sole right and (B) requiring that it have responsibility to enforce the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”)obligations of Borrowers hereunder including, then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effectwithout limitation, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under approve any amendment, modification or waiver of any provisions of this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company ActAgreement; (B) may provide that such Affiliate assignee is registered as an investment adviser under Lender will not agree to any modification, amendment or waiver of this Agreement requiring approval of all Lenders pursuant to Paragraph 9.3 hereof without the Investment Advisers Act; consent of the Participant and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to make Advances hereunder; and (b) assign (i) all or any percent of its Loan or any Note or right, title and interest therein or in and to this Agreement, to (x) a Lender; (y) any Affiliate assignee agrees of a Lender; or (z) any Federal Reserve Bank; or (ii) all or any part of its Loan or any Note or right, title and interest therein or in and to assume this Agreement to a third party; provided, however, that in the obligations absence of an Event of Default or Default hereunder, (x) any participations granted pursuant to (a) above and assignments pursuant to (b)(ii) above shall not exceed forty-nine percent (49%) of such Lender's initial interest in the Loan and its Note hereunder and (y) no assignment pursuant to (b)(ii) above shall be made without the prior written consent of the Adviser under this Agreement Agent and all other Transaction Documents Borrowers, which consent shall not be unreasonably withheld. Any participations pursuant to which subparagraph (a) and any assignments pursuant to subparagraph (b) shall be in an amount not less than Five Million Dollars ($5,000,000). Any assignment pursuant to subparagraph (b) shall require payment by the Adviser is applicable Lender to Agent of a party$2,500 transfer fee.

Participations and Assignments. Each Borrower hereby acknowledges and agrees that each Lender may at any time: (aI) The Warranty Provider may assign grant participations in all or any portion of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Commitment) or under this Agreement and its Revolving Credit Note (collectively, “Participations”) to any other Transaction Document lending office or to any other bank, lending institution or other entity which it is has the requisite sophistication to evaluate the merits and risks of investments in Participations (each a party to “Participant”); provided, however, that: (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of all amounts payable by the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating Borrowers hereunder shall be determined as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does Lender had not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”)granted such Participation, then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that Lender (A) such assignment shall not constitute an “assignment” for purposes of retain the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; sole right and (C) such Affiliate assignee agrees responsibility to assume enforce the obligations of the Adviser under Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and (B) shall not in any event be relieved from its obligations to make advances hereunder in accordance with its Commitment; provided, however, that such Lender may agree with the Participant that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Obligations so participated or postpone the date fixed for any payment of principal of or interest on such Obligations; and all other Transaction Documents (II) assign up to one hundred percent (100%) of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Commitment) or under its Revolving Credit Note; provided, however, that, except with respect to assignments between and among Lenders which are parties to this Agreement (as to which the Adviser conditions in clauses (i) through (iii) below shall not be applicable) prior to such assignment: (i) it has obtained the prior written consent of the Agent (which consent shall not be unreasonably withheld) and has delivered to the Agent and the Borrowers a duly completed and executed assignment and assumption agreement in the form attached hereto as EXHIBIT F (as “Assignment and Assumption Agreement”); (ii) the amount assigned shall be an amount equal to $5,000,000 or multiples of $1,000,000 in excess thereof; and (iii) such Lender has paid to the Agent a transfer fee of $3,500. Notwithstanding anything in this Section 11.08 to the contrary, each Lender may sell or assign, in whole or in part, any or all of its interest in the Obligations (without the consent of any Person or any other restriction) to (i) any Affiliate of such Lender, (ii) any Federal Reserve Bank in connection with a pledge of said interest as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System, and (iii) any Person at any time after an Event of Default. The holder of any sale, assignment or Participation permitted pursuant to this Section 11.08, if the applicable agreement between the relevant Lender and such holder so provides, (i) shall be entitled to all of the rights, obligations and benefits of a Lender hereunder and (ii) shall be deemed to hold and may exercise the rights of set-off or banker’s lien with respect to any and all obligations of such holder to the Borrower, in each case as fully as though the Borrowers were directly indebted to such holder. Each Borrower authorizes each Lender to provide information concerning such Borrower to any prospective purchaser, assignee or participant. The information provided may include, but is a partynot limited to, amounts, terms, balances, payment history, and any financial or other information about such Borrower. Each Borrower agrees to indemnify, defend, and release any Lender that has so disclosed such information, and hold such Lender harmless, at such Borrower’s cost and expense, from and against any and all lawsuits, claims, actions, proceedings, or suits against such Lender arising out of or relating to such Lender’s reporting or disclosure of such information.

Participations and Assignments. (a) The Warranty Provider This Agreement, the Term Note, and the other Financial Agreement shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns and shall bind all Persons who become bound as a debtor to this Agreement. Notwithstanding the foregoing, Borrower may not assign its any of their rights or delegate any of their obligations under this Agreement and any other Transaction Document to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior written consent of the Fund or the AdviserLender, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared which may be withheld in accordance with applicable standards for filing an exhibit to the FundLender’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right Lender may at any time, assign to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that one or more Persons (any such disposition will not alter Person, an “Assignee”) all or affect in any way whatsoever portion of the Warranty Provider’s direct obligations hereunder and under Loan with the Financial Warranty, including prior consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statementof Borrower. (c) The Adviser Lender may assign at any time, sell to one or more Persons participating interests in its portion of the Term Loan, commitments or other interests hereunder (any such Person, a “Participant”). In the event of a sale by Lender of a participating interest to a Participant, (a) Lender’s obligations hereunder shall remain unchanged for all purposes, (b) Borrower and Lender shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations hereunder and (c) all amounts payable by Borrower shall be determined as if Lender had not sold such participation and shall be paid directly to Lender. No Participant shall have any direct or indirect voting rights hereunder. Lender agrees to incorporate the requirements of the preceding sentence into each participation agreement which Lender enters into with any Participant. Borrower agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the Investment Management 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 Affiliate participating interest were owing directly to it as Lender under this Agreement; provided that such right of set-off shall be subject to the prior consent obligation of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees each Participant to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a partyshare with Lender.

Participations and Assignments. Each Borrower hereby acknowledges and agrees that any Lender may at any time (subject to the prior written consent of Agent): (a) The Warranty Provider grant participations in up to forty-nine percent (49%) of its Pro Rata Share of the Loans and of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of such Lender or to any Participating Lender; provided, however, that: (i) all amounts payable by Borrowers to each Lender hereunder shall be determined as if such Lender had not granted such Participation; and (ii) any agreement pursuant to which any Lender may assign grant a Participation: (A) shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (B) such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participating Lender if such amendment, modification or waiver would reduce the principal of or rate of interest on the Loans, increase the amount of the Total Credit Facility, or postpone the date fixed for any scheduled payment of principal of or interest on the Loans; and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to (subject to the terms and conditions hereof) make Loans hereunder; and (b) assign, pursuant to a written assignment and acceptance in form and substance satisfactory to Agent (the "Assignment") all or any percent of its Pro Rata Share of the Loans, or any right, title and interest therein or in and to this Agreement to any financial institution so long as (i) after any such assignment occurs, the Pro Rata Share of each Lender under this Agreement equals at least $5,000,000, (ii) Agent consents to such assignment in writing, which consent shall not be unreasonably withheld, and (iii) Agent receives an assignment fee from the assigning Lender (not reimbursable by or chargeable to the Borrowers) of $3,500. Upon the execution by the assignor and assignee of the Assignment, and delivery to Agent of the Assignment for acceptance, the assigning Lender shall, to the extent provided in the Assignment, be released from its obligations under this Agreement and any other Transaction Document to which it is the assignee thereunder shall be a party hereto and, to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate the extent provided in such Assignment have the rights and obligations of the Warranty Provider or ML & Co. without the prior consent a Lender hereunder. All Participations and assignments hereunder shall be of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations Loans in the same proportion as is the Pro Rata Percentage of all Loans of the Warranty Provider hereunderLender making the assignment or granting the Participation. Each Borrower agrees that it will use its best efforts to assist and cooperate with Agent in any manner reasonably requested by Agent to effect the sale of participations in or assignments pursuant to this Section 11.16, including including, without limitation, assisting in the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) preparation of appropriate disclosure documents. Borrower further agrees that Agent may disclose credit information regarding such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior Borrower to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee potential participant or waived by the Fund or the Adviserassignee. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.

Participations and Assignments. Each Borrower hereby acknowledges and agrees that any Lender may at any time (subject to the prior written consent of Agent): (a) The Warranty Provider grant participations in up to forty-nine percent (49%) of its Pro Rata Share of the Loans and of its right, title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Lender or to any Participating Lender; provided, however, that: (i) all amounts payable by Borrowers to each Lender hereunder shall be determined as if such Lender had not granted such Participation; and (ii) any agreement pursuant to which any Lender may assign grant a Participation: (A) shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (B) such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participating Lender if such amendment, modification or waiver would reduce the principal of or rate of interest on the Loans, increase the amount of the Total Credit Facility, or postpone the date fixed for any scheduled payment of principal of or interest on the Loans; and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to (subject to the terms and conditions hereof) make Loans hereunder; and (b) assign, pursuant to a written assignment and acceptance in form and substance satisfactory to Agent (the “Assignment”) all or any percent of its Pro Rata Share of the Loans, or any right, title and interest therein or in and to this Agreement to any financial institution so long as (i) after any such assignment occurs, the Pro Rata Share of each Lender under this Agreement equals at least Five Million and 00/100 Dollars ($5,000,000.00), (ii) Agent consents to such assignment in writing and (iii) Agent receives an assignment fee from the assigning Lender (not reimbursable by or chargeable to the Borrowers) of $3,500. Upon the execution by the assignor and assignee of the Assignment, and delivery to Agent of the Assignment for acceptance, the assigning Lender shall, to the extent provided in the Assignment, be released from its obligations under this Agreement and any other Transaction Document to which it is the assignee thereunder shall be a party hereto and, to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate the extent provided in such Assignment have the rights and obligations of the Warranty Provider or ML & Co. without the prior consent a Lender hereunder. All Participations and assignments hereunder shall be of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations Loans in the same proportion as is the Pro Rata Percentage of all Loans of the Warranty Provider hereunderLender making the assignment or granting the Participation. Each Borrower agrees that it will use its best efforts to assist and cooperate with Agent in any manner reasonably requested by Agent to effect the sale of participations in or assignments pursuant to this Section 11.16, including including, without limitation, assisting in the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) preparation of appropriate disclosure documents. Borrower further agrees that Agent may disclose credit information regarding such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior Borrower to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee potential participant or waived by the Fund or the Adviserassignee. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.

Participations and Assignments. (a) The Warranty Provider This Agreement, the Term Note, and the other Financial Agreement shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns and shall bind all Persons who become bound as a debtor to this Agreement. Notwithstanding the foregoing, Borrower may not assign its any of their rights or delegate any of their obligations under this Agreement and any other Transaction Document to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior written consent of the Fund or the AdviserLender, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared which may be withheld in accordance with applicable standards for filing an exhibit to the FundLender’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right Lender may at any time, assign to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that one or more Persons (any such disposition will not alter Person, an “Assignee”) all or affect in any way whatsoever portion of the Warranty Provider’s direct obligations hereunder and under Term Loan with the Financial Warranty, including prior consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statementof Borrower. (c) The Adviser Lender may assign at any time, sell to one or more Persons participating interests in its portion of the Term Loan, commitments or other interests hereunder (any such Person, a “Participant”). In the event of a sale by Lender of a participating interest to a Participant, (a) Lender’s obligations hereunder shall remain unchanged for all purposes, (b) Borrower and Lender shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations hereunder and (c) all amounts payable by Borrower shall be determined as if Lender had not sold such participation and shall be paid directly to Lender. No Participant shall have any direct or indirect voting rights hereunder. Lender agrees to incorporate the requirements of the preceding sentence into each participation agreement which Lender enters into with any Participant. Borrower agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the Investment Management 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 Affiliate participating interest were owing directly to it as Lender under this Agreement; provided that such right of set-off shall be subject to the prior consent obligation of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees each Participant to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a partyshare with Lender.

Participations and Assignments. (aA) The Warranty Provider may assign its Lender may, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities (each, a "Participant") participating interests in any Loans owing to Lender or any other interest of Lender under each Restructuring Document. In the event of any such sale by Lender of a participating interest to a Participant, Lender's obligations under each Restructuring Document to the other parties to the Restructuring Documents shall remain unchanged, Lender shall remain solely responsible for the performance thereof, Lender shall remain the holder of any such Loan for all purposes under the Restructuring Documents, and each Borrower and each other Loan Party shall continue to deal solely and directly with Lender in connection with Lender's rights and obligations under each Restructuring Document. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Restructuring Document, or any consent to any departure by any other Participants therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Loans or any fees payable hereunder, or postpone the date of the final maturity of the Loans, in each case to the extent subject to such participation. Each Borrower agrees that if amounts outstanding under this Agreement and each other Restructuring Documents and the Loans 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 or any other Transaction Restructuring Document to which the same extent as if the amount of its participating interest were owing directly to it is as a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviserlender under such Restructuring Document, provided, (A) that, in purchasing such Affiliate has participating interest, such Participant shall be deemed to have agreed to share with Lender the same proceeds thereof as fully as if it were a lender hereunder. Each Borrower and each other Loan Party also agrees that each Participant shall be entitled to the benefits of Sections 2.2, 2.10 and 9.2 with respect to its participation in the Loans outstanding from time to time as if it were a Lender; provided, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than Lender or better long-term unsecured credit rating as any other transferor Participant would have been entitled to receive in respect of the Warranty Provider, amount of the participation transferred by Lender or any other transferor Participant to such Participant had no such transfer occurred. (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunderLender may, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing law, prior to a Default or Event of Default with the consent of Applicable Borrower (such consent not to be unreasonably withheld or delayed), assign to one or more bank, financial institution or other entity (an exhibit "Assignee") all or any part of its rights and obligations under the Restructuring Documents pursuant to an assignment and acceptance agreement substantially in the form of Attachment P hereto (the "Assignment and Acceptance Agreement"), executed by such Assignee, Lender and, if applicable, Applicable Borrower. Upon such execution, delivery, and acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance Agreement, (i) the Assignee thereunder shall be a party hereto and, to the Fund’s Registration Statementextent provided in such Assignment and Acceptance Agreement, have the rights and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund obligations of a lender hereunder with a commitment and/or Loans as set forth therein, and (ii) any other PersonLender thereunder shall, subject to the prior consent of the Fund extent provided in such Assignment and the AdviserAcceptance Agreement, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign released from its obligations under any Restructuring Document (and, in the Investment Management case of an Assignment and Acceptance Agreement covering all of Lender's rights and obligations under this Agreement, Lender shall cease to its Affiliate subject to be a party hereto). Notwithstanding any provision of this Section 9.11(B), the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment Borrowers shall not constitute an “assignment” be required for purposes any assignment that occurs when a Default or Event of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; Default shall have occurred and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a partybe continuing.

Participations and Assignments. (aA) The Warranty Provider may assign its Lender may, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities (each, a “Participant”) participating interests in any Loans owing to Lender or any other interest of Lender under each Restructuring Document. In the event of any such sale by Lender of a participating interest to a Participant, Lender’s obligations under each Restructuring Document to the other parties to the Restructuring Documents shall remain unchanged, Lender shall remain solely responsible for the performance thereof, Lender shall remain the holder of any such Loan for all purposes under the Restructuring Documents, and each Borrower and each other Loan Party shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under each Restructuring Document. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Restructuring Document, or any consent to any departure by any other Participants therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Loans or any fees payable hereunder, or postpone the date of the final maturity of the Loans, in each case to the extent subject to such participation. Each Borrower agrees that if amounts outstanding under this Agreement and each other Restructuring Documents and the Loans 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 or any other Transaction Restructuring Document to which the same extent as if the amount of its participating interest were owing directly to it is as a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviserlender under such Restructuring Document, provided, (A) that, in purchasing such Affiliate has participating interest, such Participant shall be deemed to have agreed to share with Lender the same proceeds thereof as fully as if it were a lender hereunder. Each Borrower and each other Loan Party also agrees that each Participant shall be entitled to the benefits of Sections 2.2, 2.10 and 9.2 with respect to its participation in the Loans outstanding from time to time as if it were a Lender; provided, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than Lender or better long-term unsecured credit rating as any other transferor Participant would have been entitled to receive in respect of the Warranty Provider, amount of the participation transferred by Lender or any other transferor Participant to such Participant had no such transfer occurred. (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunderLender may, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing law, prior to a Default or Event of Default with the consent of Applicable Borrower (such consent not to be unreasonably withheld or delayed), assign to one or more bank, financial institution or other entity (an exhibit “Assignee”) all or any part of its rights and obligations under the Restructuring Documents pursuant to an assignment and acceptance agreement substantially in the form of Attachment P hereto (the “Assignment and Acceptance Agreement”), executed by such Assignee, Lender and, if applicable, Applicable Borrower. Upon such execution, delivery, and acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance Agreement, (i) the Assignee thereunder shall be a party hereto and, to the Fund’s Registration Statementextent provided in such Assignment and Acceptance Agreement, have the rights and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund obligations of a lender hereunder with a commitment and/or Loans as set forth therein, and (ii) any other PersonLender thereunder shall, subject to the prior consent of the Fund extent provided in such Assignment and the AdviserAcceptance Agreement, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign released from its obligations under any Restructuring Document (and, in the Investment Management case of an Assignment and Acceptance Agreement covering all of Lender’s rights and obligations under this Agreement, Lender shall cease to its Affiliate subject to be a party hereto). Notwithstanding any provision of this Section 9.11(B), the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment Borrowers shall not constitute an “assignment” be required for purposes any assignment that occurs when a Default or Event of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; Default shall have occurred and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a partybe continuing.

Participations and Assignments. (a) The Warranty Provider Subject to subparagraph (b) below, each Lender may at any time: (i) grant participations of its Pro Rata Percentage of Loans or in and to its interests under this Agreement (collectively, "Participations") to any other lending office of such Lender or to any other bank, lending institution or the Federal Reserve Bank ("Participants"); provided however that: all amounts payable by the Borrower to such Lender hereunder and voting rights of such Lender hereunder shall be determined as if such Lender had not granted such Participation (a change in voting rights requiring written consent of all Lenders); and any agreement pursuant to which such Lender may grant a Participation (A) shall provide that such Lender is not delegating and therefor shall retain the sole right and responsibility to exercise its rights and privileges including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement, provided, however that as between such Lender and its Participant such Lender may agree to consult with and obtain the approval of its Participant regarding any amendment, modification or waiver of any provision set forth in Section 9.15(b); and (B) shall not release or discharge such Lender from its duties and obligations, which shall remain absolute, to make Advances hereunder; and (ii) assign all or any portion of its obligations Pro Rata Percentage of Loans and its right, title and interest therein or in and to this Agreement to a Lender or any affiliate of a Lender, or to any other bank or financial institution, with the prior written consent of the Agent and Borrower provided that Borrower's consent shall not be required after the occurrence and during the continuance of an Event of Default; and provided further that each Lender's Revolving Credit Pro Rata Share shall be at least $5,000,000. Notwithstanding anything to the contrary contained herein, each Lender may at any time collaterally assign all or any portion of its rights under this Agreement and its Revolving Credit Notes to any other Transaction Document Federal Reserve Bank to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co.secure overnight deposits, Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) provided that no such assignment shall not reasonably be expected to have an Adverse Effect on release the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s assignor Lender from its obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviserhereunder. (b) The Warranty Provider Sales and/or assignments must be in minimum amounts of $5,000,000 and Agent fees attendant thereto in the amount of $4,000 per assignment. Borrower will not be responsible for the payment of any fees in connection with any said sale and/or assignment. Provided further, transferability of voting rights in connection with transfers of participation interests shall have be limited to changes in principal, decreases in rate, decreases in fees, changes in term, and release of collateral. Assignments will require the right written consent of Agent and, absent an Event of Default, Borrower, except for assignments to issue participations in its rights under this Agreement with respect an affiliate of the assigning Lender, to another Lender or to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order Federal Reserve Bank. Consents to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment assignments shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a partybe unreasonably withheld.

Participations and Assignments. (a) The Warranty Provider may assign its obligations under this Agreement and any other Transaction Document to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. the Guarantor (together with or any successor entity, “ML & Co.”entity of the Guarantor) or an Affiliate of the Warranty Provider or ML & Co. the Guarantor without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit senior debt obligation rating as the Warranty Providerhigher of BANA or the Guarantor, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit senior debt obligation rating as the Warranty Provider higher of BANA or the Guarantor and/or provide audited financial statements prepared in accordance with applicable standards for filing as an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 of this Agreement shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.

Participations and Assignments. (a) The Warranty Provider Subject to subparagraph (b) below, each Lender may at any time: (i) grant participations of its Pro Rata Percentage of Loans or in and to its interests under this Agreement (collectively, "Participations") to any other lending office of such Lender or to any other bank, lending institution or the Federal Reserve Bank ("Participants"); provided however that: all amounts payable by the Borrower to such Lender hereunder and voting rights of such Lender hereunder shall be determined as if such Lender had not granted such Participation (a change in voting rights requiring written consent of all Lenders); and any agreement pursuant to which such Lender may grant a Participation (A) shall provide that such Lender is not delegating and therefor shall retain the sole right and responsibility to exercise its rights and privileges including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement, provided, however that as between such Lender and its Participant such Lender may agree to consult with and obtain the approval of its Participant regarding any amendment, modification or waiver of any provision set forth in Section 9.15(b); and (B) shall not release or discharge such Lender from its duties and obligations, which shall remain absolute, to make Advances or issue Letters of Credit hereunder; and (ii) assign all or any portion of its obligations Pro Rata Percentage of Loans and its right, title and interest therein or in and to this Agreement to a Lender or any affiliate of a Lender, or to any other bank or financial institution, with the prior written consent of the Agent and the Borrower provided that the Borrower's consent shall not be required after the occurrence and during the continuance of an Event of Default; and provided further that each Lender's Revolving Credit Pro Rata Share shall be at least $5,000,000.00. Notwithstanding anything to the contrary contained herein, each Lender may at any time collaterally assign all or any portion of its rights under this Agreement and its Revolving Credit Notes and its Term Notes to any other Transaction Document Federal Reserve Bank to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co.secure overnight deposits, Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) provided that no such assignment shall not reasonably be expected to have an Adverse Effect on release the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s assignor Lender from its obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviserhereunder. (b) Sales and/or assignments must be in minimum amounts of $5,000,000.00 and Agent fees attendant thereto shall be in the minimum amount of $3,500.00 per assignment. The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition Borrower will not alter or affect be responsible for the payment of any fees in connection with any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided said sale and/or assignment. Provided further, that transferability of voting rights in connection with transfers of participation interests shall be limited to changes in principal, decreases in rate, decreases in fees, changes in term, and release of collateral. Assignments will require the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior written consent of the Warranty ProviderAgent and, in its sole discretion;providedabsent an Event of Default, that (A) such assignment the Borrower, except for assignments to an affiliate of the assigning Lender, to another Lender or to the Federal Reserve Bank. Consents to assignments shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a partybe unreasonably withheld.

Participations and Assignments. (a) The Warranty Provider Participations. Any Committed Lender may at any time sell to one or more commercial banking institutions ("Participants") participating interests in any Borrowing owing to such Committed Lender, any Commitment of such Committed Lender or any other interest of such Committed Lender hereunder, provided that no Committed Lender may sell any participating interests in any such Borrowing, Commitment or other interest hereunder without also selling to such Participant the appropriate pro rata share of all its Borrowings, Commitments and other interests hereunder, and provided further that no Committed Lender shall transfer, grant or assign its any participation under which the Participant shall have rights to vote upon or to consent to any matter to be decided by the Committed Lenders or the Instructing Group hereunder or under any other Operative Document or to approve any amendment to or waiver of this Agreement or any other Operative Document except to the extent such amendment or waiver would (i) increase the amount of such Committed Lender's Commitment and such increase would affect such Participant, (ii) reduce the principal of, or interest on, any of such Committed Lender's Loans, or any fees or other amounts payable to such Committed Lender hereunder and such reduction would affect such Participant, (iii) postpone any date fixed for any scheduled payment of principal of, or interest on, any of such Committed Lender's Loans, or any fees or other amounts payable to such Committed Lender hereunder and such postponement would affect such Participant, (iv) release any Collateral for any Obligation, except as otherwise specifically provided in any Credit Document or (v) extend the Liquidity Termination Date with respect to such Participant. In the event of any such sale by a Committed Lender of participating interests to a Participant, such Committed Lender's obligations under this Agreement and any other Transaction Document to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected other parties to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.remain unchanged,

Participations and Assignments. (a) The Warranty Provider may assign Borrowers hereby acknowledge and agree that so long as a Bank is not in default of its obligations under this Agreement, such Bank may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrowers and the Administrative Agent and the Appraisal Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement and (collectively, "Participations") to any other Transaction Document lending office of such Bank or to any other bank, lending institution or other entity which it is a party has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not granted such Participation; (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (Aii) such Affiliate has Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of sole right and responsibility to enforce the obligations of the Warranty Provider hereunderBorrowers hereunder including, including without limitation, the obligation right to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statementapprove any amendment, and modification or waiver of any provisions of this Agreement; (Cy) such assignment shall participation agreement may provide that such Bank will not reasonably be expected agree to have an Adverse Effect on any modification, amendment or waiver of this Agreement without the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, Participant if such Affiliate does not meet both criteria set forth in (A) modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan; and (Bz) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit shall not relieve such Bank from its obligations, which shall remain absolute, to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement make Loans hereunder; and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrowers of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrowers and the Administrative Agent and the Appraisal Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrowers), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An assignment fee of $3,500 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to another Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrowers shall not have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that approve any such disposition will not alter assignment or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested Participation by the Trust in order to meet its disclosure obligations under the Registration Statementa Bank if a Potential Default or an Event of Default then exists. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.

Participations and Assignments. Each Borrower hereby acknowledges and agrees that a Bank may at any time: (a) The Warranty Provider may assign grant participations in all or any portion of its obligations under Revolving Loan Commitment, any Note, or of its right, title and interest therein or in or to this Agreement and (collectively, "Participations") to any other Transaction Document lending office or to any other bank, lending institution or other entity which it is a party has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants") (but only with the consent of the Agent and Borrowers, which consent shall not be unreasonably withheld); provided, however, that: (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not granted such Participation; (together with ii) any successor entity, “ML & Co.”agreement pursuant to which any Bank may grant a Participation: (x) or an Affiliate of shall provide that such Bank shall retain the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of sole right and responsibility to enforce the obligations of the Warranty Provider hereunderBorrowers hereunder including, including without limitation, the obligation right to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statementapprove any amendment, and modification or waiver of any provisions of this Agreement; (Cy) such assignment shall participation agreement may provide that such Bank will not reasonably be expected agree to have an Adverse Effect on any modification, amendment or waiver of this Agreement without the Fund and (ii) any other Person, subject to the prior consent of the Fund Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on the Loan or postpone the date fixed for any payment of principal of or interest on the Loan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (iii) notwithstanding the Adviser, in their sole discretion; provided thatforegoing, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions Event of Default with respect to Sections 5.16 or 7.1 of this Agreement has occurred within the Warranty Provider set forth in Section 2.3 six (6) months immediately preceding the date of the proposed participation (whether or not such Event of Default is ongoing or has been cured), the consent of the Borrowers and the Agent shall have been fulfilled by not be necessary to such Affiliate assignee or waived by the Fund or the Adviser.participation; and (b) The Warranty Provider assign any of its Loans and its Revolving Credit Commitment (but only with the consent of the Borrowers and the Agent, which consent shall have not be unreasonably withheld), provided that: (i) each such assignment shall be in an amount of at least $5,000,000 (unless, after giving effect to such assignment and all other such assignments by such assigning Bank occurring simultaneously or substantially simultaneously therewith, such assigning Bank shall hold no Revolving Credit Commitment or Loan hereunder); (ii) each such assignment by a Bank of its Loans or Revolving Credit Commitment shall be made in such manner so that the right same portion of its Loans, Note and Revolving Credit Commitment is assigned to issue participations in its rights under this Agreement the respective assignee; and (iii) notwithstanding the foregoing, if any Event of Default with respect to Sections 5.16 or 7.1 of this Agreement has occurred within the Financial Warranty; providedsix (6) months immediately preceding the date of the proposed assignment (whether or not such Event of Default is ongoing or has been cured), that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment Borrowers and the Agent shall not constitute be necessary to such assignment. Upon execution and delivery by the assignee to the Borrowers and the Agent of an “assignment” for purposes of instrument in writing in substantially the Investment Company Act; (B) same form as Exhibit 12.4 hereto pursuant to which such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume become a "Bank" hereunder (if not already a Bank) having the obligations Revolving Credit Commitment(s) and Loans specified in such instrument, and upon consent thereto by the Borrowers and the Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Adviser under this Agreement Borrowers and all other Transaction Documents the Agent), the obligations, rights and benefits of a Bank hereunder holding the Revolving Credit Commitment(s) and Loans (or portions thereof) assigned to which it (in addition to the Adviser is a partyRevolving Credit Commitment(s) and Loans, if any, theretofore held by such assignee) and the assigning Bank shall, to the extent of such assignment, be released from the Commitment(s) (or portion(s) thereof) so assigned. Upon each such assignment the assigning Bank shall pay the Agent an assignment fee of $3,500.

Participations and Assignments. Each Borrower hereby acknowledges and agrees that a Lender may at any time: (a) The Warranty Provider may assign grant participations in up to forty-nine percent (49%) of its obligations under Pro Rata Percentage and Pro Rata Share or of its right, title and interest therein or in or to this Agreement and (collectively, "Participations") to any other Transaction Document lending office of such Lender or to any other bank, lending institution or other entity which it is a party the granting Lender reasonably determines has the requisite sophistication to evaluate the merits and risks of investments in participations ("Participants"); provided, however, that: (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of all amounts payable by the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) Borrower to each Lender hereunder shall be determined as if such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) Lender had not granted such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund Participation; and (ii) any other Person, subject agreement pursuant to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in which any Lender may grant a Participation: (A) 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 provisions of this Agreement; and (B) requiring such participation agreement may provide that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such assignment taking effectamendment, modification or waiver would reduce the principal of or rate of interest on the Loans, increase the amount of the Maximum Credit Limit or postpone the date fixed for any applicable conditions with respect scheduled payment of principal of or interest on the Loans subject to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser.9.15 hereof; and (b) The Warranty Provider shall have the right assign (i) all or any percent of its Pro Rata Percentage and Pro Rata Share or any right, title and interest therein or in and to issue participations in its rights under this Agreement with respect to the Financial Warrantya Lender or any affiliate of a Lender; providedor (ii) up to forty nine percent (49%) of its Pro Rata Percentage or Pro Rata Share or any right, that the Warranty Provider agrees that any such disposition will not alter title and interest therein or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management this Agreement to its Affiliate subject to a third party, with the prior written consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment Agent which consent shall not constitute an “assignment” for purposes be unreasonably withheld, and in either event, such Lender shall pay to the Agent a $2,500 transfer fee. All Participations and assignments hereunder shall be of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations Pro Rata Percentage or Pro Rata Share of the Adviser under this Agreement and all other Transaction Documents to which Lender making the Adviser is a partyassignment or granting the Participation.

Participations and Assignments. Borrower and each Lender hereby acknowledge and agree that any Lender may at any time: (a) The Warranty Provider grant Participations in up to forty-nine (49%) percent of such Lender's Pro Rata Share to any other lending office of such Lender or to any other bank, lending institution or other entity which the granting Lender reasonably determines has the requisite sophistication to evaluate the merits and risks of investments in Participations; provided, however, that: (i) all amounts payable by Borrower to each Lender hereunder shall be determined as if such Lender had not granted such Participation; and (ii) any agreement pursuant to which any Lender may assign grant a Participation: (A) shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (B) such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the participant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Loans, increase the Line Amount, or postpone the date fixed for any scheduled payment of principal of or interest on the Loans; and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to make Advances hereunder; and (b) assign, pursuant to an Assignment and Acceptance (i) all or any percent of its Pro Rata Share or any right, title and interest therein or in and to this Agreement to a Lender or any affiliate of a Lender; or (ii) up to forty-nine (49%) percent of its Pro Rata Share and any right, title and interest therein and in and to this Agreement to a third party, with the prior written consent of Administrative Agent which consent shall not be unreasonably withheld, in the case of clause (b)(i) or (ii) together with the payment to Administrative Agent of a Two Thousand Five Hundred ($2,500.00) Dollar transfer fee. Upon the execution by the assignor and assignee of the Assignment, and delivery to Administrative Agent of the Assignment for acceptance, the assigning Lender shall, to the extent provided in the Assignment, be released from its obligations under this Agreement and any other Transaction Document to which it is the assignee thereunder shall be a party hereto and, to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without extent provided in such Assignment have the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the rights and obligations of the Warranty Provider a Lender hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.

Participations and Assignments. (a) The Warranty Provider Any Lender may at any time assign to one or more Persons (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loan, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit B hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries). (b) From and after the date on which the conditions described above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, Borrower shall execute and deliver to Administrative Agent for delivery to the Assignee (and, as applicable, the assigning Lender) a Term Loan Note in the principal amount of the Assignee’s Term Loan Commitment (and, as applicable, a Term Loan Note in the principal amount of the Term Loan Commitment retained by the assigning Lender). Each such Term Loan Note shall be dated the effective date of such assignment. Upon receipt by the assigning Lender of such Term Loan Note, the assigning Lender shall return to Borrower any prior Term Loan Note held by it. (c) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and applicable promissory note to secure obligations of such Lender, including any pledge or assignment to secure obligations to any Federal Reserve Bank (including as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank), and such Loan(s) and promissory note(s) shall be fully transferable as provided therein, and this Section shall not apply to 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. (d) Subject to the last sentence in Section 13.9, any Lender may at any time (without any required consent) sell to one or more Persons (other than (i) a natural person or (ii) a Defaulting Lender or its wholly-owned subsidiaries) participating interests in its respective Loan or other interests hereunder (any such Person, a “Participant”). In the event of a sale by a Lender of a participating interest to a Participant, (a) such Lender’s obligations under this Agreement shall remain unchanged for all purposes, (b) Administrative Agent and Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and any other Transaction Document to which it is a party to (ic) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating all amounts payable by Borrower shall be determined as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does Lender had not meet both criteria set forth in (A) sold such participation and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit shall be paid directly to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee CriteriaLender. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 No Participant shall have been fulfilled by such Affiliate assignee any direct or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its indirect voting rights under this Agreement except with respect to any event described in Section 12.1 expressly requiring the Financial Warranty; providedunanimous vote of all Lenders or, that as applicable, all affected Lenders. Each Lender agrees to incorporate the Warranty Provider requirements of the preceding sentence into each participation agreement which such Lender enters into with any Participant. Borrower agrees that any such disposition will not alter if amounts outstanding under this Agreement are due and payable (as a result of acceleration or affect otherwise), each Participant shall be deemed to have the right of set-off in any way whatsoever the Warranty Provider’s direct obligations hereunder and respect of its participating interest in amounts owing under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management this Agreement to the same extent as if the amount of its Affiliate participating interest were owing directly to it as a Lender under this Agreement; provided that such right of set-off shall be subject to the prior consent obligation of each Participant to share with Lenders, and Lenders agree to share with each Participant, as provided in Section 2.13(d). Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1 or 3.3 as if it were a Lender (provided that on the date of the Warranty Provider, in its sole discretion;provided, participation no Participant shall be entitled to any greater compensation pursuant to Sections 3.1 or 3.3 than would have been paid to the participating Lender on such date if no participation had been sold and that (A) such assignment shall not constitute each Participant complies with Section 3.3 as if it were an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a partyAssignee).

Participations and Assignments. (a) The Warranty Provider Neither this agreement nor the other Loan Documents nor the benefit hereof or thereof may assign its be assigned by the Borrowers. (b) A Lender may at any time sell to one or more other persons (“Participants”) participating interests in any extension of credit outstanding hereunder, any commitment of the Lender hereunder or any other interest of the Lender under the Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, the Lender’s obligations under this Agreement agreement to the Borrowers shall remain unchanged, the Lender shall remain solely responsible for the performance thereof and the Borrowers shall continue to be obligated to the Lender in connection with the Lender’s rights under this agreement. The Borrowers agree that if amounts outstanding under this agreement are due and unpaid, or shall have been declared to be or shall have become due and payable further to 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 to the same extent as if the amount of its participating interest were owing directly to it as the Lender under this agreement. The Borrowers also agree that each Participant shall be entitled to the benefits of Sections 8.2, 8.6 and 9.10 with respect to its participation hereunder; provided, that no Participant shall be entitled to receive any other Transaction Document greater amount pursuant to such Sections than the Lender would have been entitled to receive in respect of the amount of the participation transferred by the Lender to such Participant had no such transfer occurred. Any agreement or instrument pursuant to which it is a party Lender sells such a participation shall provide that such Lender shall retain the sole right to (i) its ultimate parent company Xxxxxxx Xxxxx & Co.enforce this agreement and to approve any amendment, Inc. (together with modification or waiver of any successor entityprovision of this agreement; provided that such agreement or instrument may provide that such Lender will not, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund Participant, agree to any amendment, modification or the Adviser, provided, waiver described in Section 14.14(b) that affects such Participant. (Ac) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit Subject to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund Borrowers and the AdviserAgent, in their sole discretion; provided thatsuch consent not to be unreasonably withheld, if such Affiliate does not meet both criteria set forth in a Lender may at any time sell all or any part of its rights and obligations under the Credit Facilities to one or more persons (A“Purchasing Lenders”) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate such sale must be in a minimum amount of US$5,000,000 (the “Guarantor Affiliate”) guarantees the Affiliateunless such amount represents all of such Lender’s rights and obligations under the Agreement Credit Facilities or unless otherwise agreed to by the Borrowers and the Agent), (ii) immediately after such sale, the aggregate Individual Commitments of such Lender must be either nil or at least US$5,000,000 and (iii) the consent of the Borrowers shall not be required if an Event of Default has occurred and is continuing or if such sale is to a Lender, an affiliate of a Lender or an Approved Fund. Upon such sale, the Lender shall, to the extent of such sale, be released from its obligations under the Credit Facilities and each of the Purchasing Lenders shall become a party hereto to the extent of the interest so purchased. Upon such sale, such Lender shall pay to the Agent an assignment fee in the amount of US$3,500 for each Purchasing Lender. Any such assignment by a Lender shall not be effective unless and until the assignee has executed an instrument substantially in the form of Schedule D hereto whereby such assignee has agreed to be bound by the terms hereof as a Lender and has agreed to a specific Individual Commitment with respect to the Credit Facilities and a specific address and telefacsimile number for the purpose of notices as provided in Section 16.2. A copy of a fully executed copy of such instrument shall be promptly delivered to each of the Agent and the Borrowers by the Purchasing Lender. Upon any such assignment becoming effective, Schedule B hereto shall be deemed to be amended to include the assignee as a Lender with the specific Individual Commitment, address and telefacsimile number as aforesaid and the Individual Commitment of the Lender making such assignment shall be deemed to be reduced by the amount of the Individual Commitment of the assignee. The Borrowers also agree that each Purchasing Lender shall be entitled to the benefits of Section 8.6 with respect to its purchase hereunder; provided that no Purchasing Lender shall otherwise be entitled to receive any greater amount pursuant to such Section then the Lender would have been entitled to receive in respect of the amount sold by the Lender to such Purchasing Lender had no such sale occurred. (d) The Borrowers authorize the Agent and the Lenders to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any prospective Transferee and authorizes each of the Lenders to disclose to any other Lender any and all financial information in their possession concerning the Borrowers (other than information which the Borrowers have designated as confidential) which has been delivered to them by or on behalf of the Borrowers pursuant to this agreement or which has been delivered to them by or on behalf of the Borrowers in connection with their credit evaluation of the Borrowers prior to becoming a party to this agreement, so long as any such Transferee agrees not to disclose any confidential, non-public information to any person other than its non-brokerage affiliates, employees, accountants or legal counsel, unless required by law, regulation, subpoena or similar legal process, in connection with the exercise of any remedies hereunder or the enforcement of rights under the Loan Documents, or as requested by regulatory authorities. (e) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to 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. (f) On one or more occasions, one or more Additional Lenders may be admitted as Lenders party to this agreement in connection with an increase of the total Commitment pursuant to Section 2.6, subject to (i) execution and delivery by any such Additional Lender to the Agent of an Instrument of Adherence substantially in the form of Schedule O hereto (an “Instrument of Adherence”), and (ii) acceptance of such Guarantor Affiliate meets Instrument of Adherence by each of the Assignee CriteriaAgent and the Borrowers by their respective executions thereof. Prior to any Upon the satisfaction of the foregoing conditions, from and after the effective date specified in each such assignment taking effectInstrument of Adherence, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 Additional Lender shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall be a Lender party hereto and have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a partyLender hereunder.

Participations and Assignments. (a) The Warranty Provider Borrowers and the Lenders understand that each of the Lenders may assign its obligations under this Agreement grant a participation in such Lender's Notes, Loans and interest in the Credit Obligations and the Loan Documents to any other Transaction Document to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co.Affiliate of such Lender, Inc. (together and all communications with such Lender and the Borrowers shall be solely with such Lender and not with any successor entity, “ML & Co.”) or participant. Each participation granted by a Lender hereunder (other than to an Affiliate of the Warranty Provider Lender) shall be in an amount not less than $3,000,000. The Borrowers agree that any participant or ML & Co. without subparticipant (which, like a participant, must be an Affiliate of such Lender) may exercise any and all rights of banker's lien or set-off with respect to any Borrower, as fully as if such participant or subparticipant had made a loan directly to such Borrower in the amount of the participation or subparticipation given to such participant or subparticipant in the Credit Obligations and the Loan Documents. For purposes of this Section 10.1 only, the Borrowers shall be deemed to be directly obligated to each participant or subparticipant in the amount of its participating interest in the amount of the principal of, and interest on, the Credit Obligations. Nothing contained in this section shall affect such Lender's right of set-off (under Section 10.3 or applicable law) with respect to the entire amount of the Credit Obligations, notwithstanding any such participation or subparticipation. The Lenders may divulge to any participant or subparticipant all information, reports, financial statements, certificates and documents obtained by the Lenders from any of the Borrowers or any other person under any provisions of this Agreement or the other Loan Documents or otherwise. (b) At any time after the Closing Date each Lender may, with the prior consent of the Fund Borrowers (unless a Default or Event of Default exists) and the AdviserAgent, which consent shall not be unreasonably withheld, assign to one or more banks or financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of the Note payable to its order); provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (each such assignment shall be of a constant, and not -------- a varying, percentage of all of the “Guarantor Affiliate”) guarantees the Affiliate’s assigning Lender's rights and obligations under the Agreement and this Agreement, (ii) such Guarantor Affiliate meets for each assignment involving the Assignee Criteria. Prior issuance and transfer of Notes, the assigning Lender shall execute an Assignment and Acceptance and the Borrowers hereby consent to any such assignment taking effect, any applicable conditions with respect execute a replacement Note or Notes to give effect to the Warranty Provider set forth in Section 2.3 assignment, (iii) the minimum commitment which shall be assigned is $3,000,000 and (iv) such assignee shall have an office located in the United States. Upon such execution, delivery, approval and acceptance, from and after the effective date specified in each Assignment and Acceptance (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under such Note or Notes have been fulfilled by assigned or negotiated to it pursuant to such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall Assignment and Acceptance, have the right rights and obligations of a Lender hereunder, as fully as if such assignee had been named as a Lender in this Agreement, and of a holder of such Note or Notes, and (y) the assignor shall, to issue participations in the extent that rights and obligations hereunder or under such Note or Notes have been assigned or negotiated by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its future obligations under this Agreement with respect Agreement. Any Lender that makes an assignment shall pay to the Financial Warranty; providedAgent a one-time administrative fee of $5,000, that the Warranty Provider agrees that any such disposition will which fee shall not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested be reimbursed by the Trust in order to meet its disclosure obligations under the Registration StatementBorrowers. (c) The Adviser may assign By executing and delivering an Assignment and Acceptance, the Lender- assignor and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) the assignment made under such Assignment and Acceptance is made under such Assignment and Acceptance without recourse; (ii) such assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any other person or the performance or observance by the Borrowers or any other person of any of its obligations under any Credit Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of all financial statements delivered pursuant to Section 7.3, and such other Credit Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Investment Management Agreement Agent, the assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its Affiliate subject own credit decisions in taking or not taking action under this Agreement; (v) such 49 assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the Note and the other Credit Documents as are delegated to the prior consent of Agent by the Warranty Providerterms hereof and thereof, in its sole discretion;provided, that (A) together with such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered powers as an investment adviser under the Investment Advisers Actare reasonably incidental thereto; and (Cvi) such Affiliate assignee agrees to assume 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 Lender and a holder of such Note. (d) The Agent shall maintain at its address referred to herein a copy of each Assignment and Acceptance delivered to and accepted by it. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, the Agent shall give prompt notice thereof to the Borrowers. (f) Notwithstanding any provision of this Section 10.1 to the contrary, any Lender may assign all or any portion of its interest in the Loans to any of its Affiliates without approval by the Agent or the Borrowers upon payment of the Adviser under this Agreement administrative fee described in Section 10.1(a) above, or to any Federal Reserve Bank without approval by the Agent or the Borrowers and all other Transaction Documents to which the Adviser is a partywithout payment of any fees.

Participations and Assignments. Each Borrower hereby acknowledges and agrees that a Bank may at any time: (a) The Warranty Provider may assign grant participations in all or any portion of its obligations under Revolving Loan Commitment, any Note, or of its right, title and interest therein or in or to this Agreement and (collectively, "Participations") to any other Transaction Document lending office or to any other bank, lending institution or other entity which it is a party has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants") (but only with the consent of the Borrowers, which consent shall not be unreasonably withheld); provided, however, that: (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not granted such (together with ii) any successor entity, “ML & Co.”agreement pursuant to which any Bank may grant a Participation: (x) or an Affiliate of shall provide that such Bank shall retain the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of sole right and responsibility to enforce the obligations of the Warranty Provider hereunderBorrowers hereunder including, including without limitation, the obligation right to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statementapprove any amendment, and modification or waiver of any provisions of this Agreement; (Cy) such assignment shall participation agreement may provide that such Bank will not reasonably be expected agree to have an Adverse Effect on any modification, amendment or waiver of this Agreement without the Fund and (ii) any other Person, subject to the prior consent of the Fund Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on the Loan or postpone the date fixed for any payment of principal of or interest on the Loan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (iii) notwithstanding the Adviser, in their sole discretion; provided thatforegoing, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions Event of Default with respect to Sections 5.16 or 7.1 of this Agreement has occurred within the Warranty Provider set forth in Section 2.3 six (6) months immediately preceding the date of the proposed participation (whether or not such Event of Default is ongoing or has been cured), the consent of the Borrowers and the Agent shall have been fulfilled by not be necessary to such Affiliate assignee or waived by the Fund or the Adviser.participation; and (b) The Warranty Provider assign any of its Loans and its Revolving Credit Commitment (but only with the consent of the Borrowers and the Agent, which consent shall have not be unreasonably withheld), provided that: (i) each such assignment shall be in an amount of at least $5,000,000 (unless, after giving effect to such assignment and all other such assignments by such assigning Bank occurring simultaneously or substantially simultaneously therewith, such assigning Bank shall hold no Revolving Credit Commitment or Loan hereunder); (ii) each such assignment by a Bank of its Loans or Revolving Credit Commitment shall be made in such manner so that the right same portion of its Loans, Note and Revolving Credit Commitment is assigned to issue participations in its rights under this Agreement the respective assignee; and (iii) notwithstanding the foregoing, if any Event of Default with respect to Sections 5.16 or 7.1 of this Agreement has occurred within the Financial Warranty; providedsix (6) months immediately preceding the date of the proposed assignment (whether or not such Event of Default is ongoing or has been cured), that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment Borrowers and the Agent shall not constitute be necessary to such assignment. Upon execution and delivery by the assignee to the Borrowers and the Agent of an “assignment” for purposes of the Investment Company Act; (B) instrument in writing pursuant to which such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume become a "Bank" hereunder (if not already a Bank) having the obligations Revolving Credit Commitment(s) and Loans specified in such instrument, and upon consent thereto by the Borrowers and the Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Adviser under this Agreement Borrowers and all other Transaction Documents the Agent), the obligations, rights and benefits of a Bank hereunder holding the Revolving Credit Commitment(s) and Loans (or portions thereof) assigned to which it (in addition to the Adviser is a partyRevolving Credit Commitment(s) and Loans, if any, theretofore held by such assignee) and the assigning Bank shall, to the extent of such assignment, be released from the Commitment(s) (or portion(s) thereof) so assigned. Upon each such assignment the assigning Bank shall pay the Agent an assignment fee of $3,000.

Participations and Assignments. The Borrower hereby acknowledges and agrees that each Lender may at any time: (aI) The Warranty Provider may assign grant participations in all or any portion of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Credit Commitment) or under its Revolving Credit Note and Term Loan Note (collectively, Participations) to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (each a Participant); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Lender had not granted such Participation, such Lender (A) 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 provisions of this Agreement; and (B) shall not in any event be relieved from its obligations under to make advances hereunder in accordance with its Credit Commitment; provided, however, that such Lender may agree with the Participant that such Lender will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such amendment, modification or waiver would reduce the principal of or rate of interest on the Credit Obligations so participated or postpone the date fixed for any payment of principal of or interest on such Credit Obligations; and (II) assign up to one hundred percent (100%) of its rights and obligations hereunder (including, without limitation, its obligation to make advances hereunder in accordance with its Credit Commitment) or under its Revolving Credit Note and Term Loan Note; provided, however, that, except with respect to (y) assignments between and among Lenders which are parties to this Agreement (as to which the conditions in clauses (i) through (iii) below shall not be applicable) and (z) a single assignment not to exceed fifty percent (50%) of its rights and obligations hereunder to a lending institution (as to which the condition in clause (i) below shall not be applicable), prior to such assignment: (i) it has obtained the prior written consent of the Agent (which consent shall not be unreasonably withheld); (ii) the amount assigned shall be an amount equal to $5,000,000 or multiples of $5,000,000 in excess thereof; and (iii) such Lender has paid to the Agent a transfer fee of $3,500. Notwithstanding anything in this Section 11.08 to the contrary, each Lender may sell or assign, in whole or in part, any or all of its interest in the Credit Obligations (without the consent of any Person or any other Transaction Document to which it is a party restriction) to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent such Lender, (ii) any Federal Reserve Bank in connection with a pledge of said interest as collateral security pursuant to Regulation A of the Fund Board of Governors of the Federal Reserve System, and (iii) any Person at any time after an Event of Default. The holder of any sale, assignment or Participation permitted pursuant to this Section 11.08, if the Adviser, providedapplicable agreement between the relevant Lender and such holder so provides, (Ai) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes shall be entitled to all of the rights, obligations and benefits of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund a Lender hereunder and (ii) any other Person, subject shall be deemed to hold and may exercise the prior consent rights of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same set-off or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions banker's lien with respect to any and all obligations of such holder to the Warranty Provider set forth Borrower, in Section 2.3 shall have been fulfilled by each case as fully as though the Borrower were directly indebted to such Affiliate holder. The Borrower authorizes each Lender to provide information concerning the Borrower to any prospective purchaser, assignee or waived by participant. The information provided may include, but is not limited to, amounts, terms, balances, payment history, and any financial or other information about the Fund or the Adviser. (b) Borrower. The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee Borrower agrees to assume indemnify, defend, and release any Lender that has so disclosed such information, and hold such Lender harmless, at the obligations of the Adviser under this Agreement Borrower's cost and expense, from and against any and all other Transaction Documents lawsuits, claims, actions, proceedings, or suits against such Lender arising out of or relating to which the Adviser is a partysuch Lender's reporting or disclosure of such information.

Participations and Assignments. (a) The Warranty Provider may assign Borrowers hereby acknowledge and agree that so long as a Bank is not in default of its obligations under this Agreement, such Bank may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrowers and the Administrative Agent and the Appraisal Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement and (collectively, "PARTICIPATIONS") to any other Transaction Document lending office of such Bank or to any other bank, lending institution or other entity which it is a party has the requisite sophistication to evaluate the merits and risks of investments in Participations ("PARTICIPANTS"); provided, however, that: (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not granted such Participation; (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (Aii) such Affiliate has Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of sole right and responsibility to enforce the obligations of the Warranty Provider hereunderBorrowers hereunder including, including without limitation, the obligation right to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statementapprove any amendment, and modification or waiver of any provisions of this Agreement; (Cy) such assignment shall participation agreement may provide that such Bank will not reasonably be expected agree to have an Adverse Effect on any modification, amendment or waiver of this Agreement without the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, Participant if such Affiliate does not meet both criteria set forth in (A) modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan; and (Bz) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit shall not relieve such Bank from its obligations, which shall remain absolute, to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement make Loans hereunder; and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrowers of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrowers and the Administrative Agent and the Appraisal Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrowers), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Bank shall, to the extent of such assignment, be released from the Revolving Loan Commitment (or portion(s) thereof) so assigned. An Assignment Fee of $3,500 shall be paid by the assigning Bank to the Administrative Agent upon consummation of any assignment, including an assignment from one Bank to anothe Bank. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.4, the Borrowers shall not have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that approve any such disposition will not alter assignment or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested Participation by the Trust in order to meet its disclosure obligations under the Registration Statementa Bank if a Potential Default or an Event of Default then exists. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.