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.

Participations and Assignments. Xxxxxx hereby acknowledges and agrees that CoreStates may at any time, with the consent of Xxxxxx (which consent shall not be unreasonably withheld): (a) The Warranty Provider may assign grant participations in all or any portion of its obligations under Revolving Loan Commitment or any portion of the 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 of the CoreStates 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 Xxxxxx hereunder shall be determined as if CoreStates had not granted such Participation; (together with ii) CoreStates shall act as agent for all Participants; and (iii) any successor entity, “ML & Co.”agreement pursuant to which CoreStates may grant a Participation: (x) or an Affiliate of shall provide that CoreStates 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 hereunderXxxxxx 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 CoreStates 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 shall not relieve CoreStates from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the same or better long-term unsecured credit rating as assignee to Xxxxxx of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder having the Warranty Provider and/or provide audited financial statements prepared Revolving Loan Commitment and Loans specified in accordance with applicable standards for filing an exhibit such instrument, and upon consent thereto by Xxxxxx, to the Fund’s Registration Statement extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the “Assignee Criteria”consent of the Xxxxxx), then such Affiliate may still be an assignee provided that the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (ior portions thereof) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement assigned to it, and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effectCoreStates Bank shall, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by extent of such Affiliate assignee assignment, be released from the Commitment (or waived by the Fund or the Adviser.portion(s) thereof) so assigned. Dated Credit Agreement - 27 - June 12, 1997

Participations and Assignments. (a) The Warranty Provider may assign 5.1 PARTICIPATIONS Any Lender may, in the ordinary course of its obligations under this Agreement business 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 law, at any time sell to one or more banks or other financial institutions ("Participants") participating interests in any obligation owing to such Lender under any Loan Document. In the Fund’s Registration Statementevent of any such sale, 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 such Lender's obligations under the Agreement and Loan Documents to the other parties to the Loan Documents shall remain unchanged, (ii) such Guarantor Affiliate meets Lender shall remain solely responsible for the Assignee Criteriaperformance of its obligations under the Loan Documents, (iii) such Lender shall, for all purposes under the Loan Documents, remain the holder of any promissory note, debenture or other evidence of indebtedness under the Loan Documents, and (iv) Borrowers, Lenders and Administrative Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. Prior Participants shall have no rights under the Loan Documents except as provided below. No Lender shall sell any participating interest under which the Participant shall have any right to vote on any amendment or waiver of any Loan Document; provided, however, that any agreement under which any Lender sells a participating interest to a Participant may require the selling Lender to obtain the consent of such Participant in order for such Lender to agree or consent to any such assignment taking effectaction described in any of items (a) -- (i) of Section 3. No agreement under which any Lender sells a participating interest to a Participant may permit the Participant to transfer, pledge, assign, sell participations in or otherwise encumber its participating interest. If any applicable conditions with respect amount outstanding under the Loan Documents is due and unpaid, a Participant may have and exercise set off rights to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by extent the Fund or the Adviserapplicable Loan Document so provides.

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.

Participations and Assignments. Each Borrower hereby acknowledges and agrees that any Bank may at any time, with the consent of the Company and First Union, as Agent (which consents shall not be unreasonably withheld): (a) The Warranty Provider may assign grant participations in all or any portion of its obligations under Loan Commitment or any portion of its 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 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 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 approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide audited financial statements prepared in accordance with applicable standards that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for filing an exhibit to the Fund’s Registration Statement, any payment of principal of or interest on any Loan; and (Cz) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Loan Commitment, provided that each such assignment shall not reasonably be expected in an amount of at least $5,000,000 (unless, after giving effect to have 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 any portion of its Note hereunder). Upon execution and delivery by the assignee to Borrowers of an Adverse Effect on instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder having the Fund Loan Commitment and (ii) any other PersonLoans specified in such instrument, subject and upon consent thereto by Borrower, to the prior extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Fund Borrower), the obligations, rights and benefits of a Bank hereunder holding the AdviserLoan Commitment and Loans (or portions thereof) assigned to it, in their sole discretion; provided thatand such Bank shall, 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 extent of such assignment, be released from the Commitment (or portion(s) thereof) so assigned. In each such instance, the “Assignee Criteria”)assignee Bank shall be entitled to receive substituted Notes in its name. Upon receipt of the substituted Notes, then such Affiliate may still be an the assignee provided that (i) another Affiliate (Bank shall xxxx the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement assigned Notes "canceled" and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect return them to the Warranty Provider set forth in Section 2.3 Company. Upon each such assignment, the assignee shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviserpay to First Union, as Agent, an assignment fee of $3,500.