Common use of Interfund Lending Clause in Contracts

Interfund Lending. (a) Notwithstanding anything in this Agreement to the contrary (including, without limitation, Sections 6.2, 6.3 and 6.8), Interfund Lending shall be expressly permitted hereunder, and the mere making or receipt of an Interfund Loan in and of itself shall not, with respect to any Borrower a party thereto (as a lender or a borrower), constitute a violation of any condition precedent, representation or covenant contained herein or constitute a Default or Event of Default; provided that all other terms and conditions of this Agreement are satisfied, and provided further, that: (i) such Interfund Lending (1) is not otherwise prohibited by law, (2) has been duly authorized by each party thereto, (3) is consistent with the terms of the applicable Interfund Lending Exemptive Order, (4) is not in contravention of each applicable Borrower’s Prospectus, and (5) is deemed to be a Senior Security for purposes of calculating the Asset Coverage Ratio as it applies to each applicable Borrower; (ii) a Borrower may not be a lender of an Interfund Loan at any time during which such Borrower has any Loan outstanding; (iii) if, at any time, an Interfund Loan is outstanding to a Borrower that has any Loans outstanding as well, and if at such time the Asset Coverage Ratio for such Borrower shall be less than the required Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such Borrower shall repay such outstanding Interfund Loans and Loans on a pro rata basis and on the same repayment schedule (subject, in any and all events, to such Borrower’s obligation to prepay in accordance with Section 2.6(b)) to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (iv) if any payment with respect to an Interfund Loan would cause the Asset Coverage Ratio for a Borrower to be less than the required Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such Borrower shall make any payments with respect to such outstanding Interfund Loans on a pro rata basis with payments with respect to Loans to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (v) a default by a Borrower with respect to an Interfund Loan shall constitute an Event of Default with respect to such Borrower for purposes of this Agreement; (vi) if a Default or Event of Default with respect to a Borrower has occurred and is continuing under this Agreement other than as specified above in Section 2.17(a)(iii), then any payments made with respect to outstanding Interfund Loans shall be made on a pro rata basis with payments with respect to Loans until such Default or Event of Default is cured or waived; (vii) if at any time a Borrower should secure an Interfund Loan or Interfund Loans with collateral, then such Borrower shall collateralize each Loan to such Borrower under this Agreement (I) in substantially the same manner and to substantially the same extent as is required with respect to each Interfund Loan to such Borrower, as more particularly described in the applicable Interfund Lending Exemptive Order and (II) with collateral having substantially the same liquidity and substantially similar credit characteristics as that of the collateral securing such Interfund Loan or Interfund Loans, provided that the collateral coverage percentage ratio for Loans shall not be less than the greater of (x) 102% or (y) the collateral coverage ratio for Interfund Loans; and (viii) for purposes of calculating the Asset Coverage Ratio of a Borrower, the amount equal to the aggregate value of the collateral securing an Interfund Loan or Loan minus the amount of such Interfund Loan or Loan, respectively, shall be subtracted from the value of Total Assets in the numerator of such Asset Coverage Ratio. (b) Without otherwise limiting the purposes for which proceeds of a Loan may be used as specified in Section 5.8, a Borrower shall be expressly permitted to use the proceeds of a Loan to repay an outstanding Interfund Loan of such Borrower, subject to the conditions set forth in paragraph (a) of this Section 2.17 and the other conditions of this Agreement (including without limitation Section 5.8).

Interfund Lending. (a) Notwithstanding anything in this Agreement to the contrary (including, without limitation, Sections 6.2, 6.3 5.07 and 6.85.08 hereof), Interfund Lending shall be expressly permitted hereunder, and the mere making or receipt of an Interfund Loan in and of itself shall not, with respect to any Borrower a party thereto (as a lender or a borrower), constitute a violation of any condition precedent, representation or covenant contained herein or constitute a Default or Event of Default; provided that all other terms and conditions of this Agreement are satisfied, and provided further, that: (ia) such Interfund Lending (1i) is not otherwise prohibited by law, (2ii) has been duly authorized by each party thereto, (3iii) is consistent with the terms of the applicable Interfund Lending Exemptive Order, (4iv) is not in contravention of each applicable the Borrower’s ProspectusProspectus or any agreement to which the Borrower is a party or otherwise bound, including, without limitation, any agreement relating to any Interfund Loan, and (5v) is deemed to be a Senior Security “senior security representing indebtedness” (as defined in Section 18(g) of the Investment Company Act) for purposes of calculating the Asset Coverage Ratio as it applies to each applicable Borrowerthe Borrower and Debt of the Borrower for all purposes of the Credit Agreement; (iib) a Borrower may not be a lender of an Interfund Loan at any time during which such the Borrower has any Loan outstandingoutstanding nor may a Borrower use the proceeds of any Loan to make an Interfund Loan; (iiic) ifat the time of the borrowing of any Loan by a Borrower hereunder, at the Borrower shall not have outstanding as a borrower or a lender any time, an Interfund Loan is outstanding to secured by a Borrower that has any Loans outstanding as well, and if at such time the Asset Coverage Ratio for such Borrower shall be less than the required Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such Borrower shall repay such outstanding Interfund Loans and Loans on a pro rata basis and on the same repayment schedule (subject, in any and all events, to such Borrower’s obligation to prepay in accordance with Section 2.6(b)) to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this AgreementLien; (iv) if any payment with respect to an Interfund Loan would cause the Asset Coverage Ratio for a Borrower to be less than the required Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such Borrower shall make any payments with respect to such outstanding Interfund Loans on a pro rata basis with payments with respect to Loans to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (v) a default by a Borrower with respect to an Interfund Loan shall constitute an Event of Default with respect to such Borrower for purposes of this Agreement; (vi) if a Default or Event of Default with respect to a Borrower has occurred and is continuing under this Agreement other than as specified above in Section 2.17(a)(iii), then any payments made with respect to outstanding Interfund Loans shall be made on a pro rata basis with payments with respect to Loans until such Default or Event of Default is cured or waived; (viid) if at any time a Borrower should secure an Interfund Loan or Interfund Loans with collateral, then such Borrower shall collateralize each Loan to such Borrower under this Agreement will be secured (Ii) in substantially at least on an equal priority basis with an equivalent percentage of collateral to loan value as any outstanding Interfund Loan that requires collateral, which may require the same manner and Borrower to substantially the same extent pledge at least such collateral as is required with respect necessary to each maintain the market value of the collateral that secures such Loan at least equal to 102% of the outstanding principal value of the Loan for so long as such Interfund Loan to such Borrower, as more particularly described in the applicable Interfund Lending Exemptive Order is secured and (IIii) with collateral having substantially the same liquidity that is not illiquid and substantially has similar credit characteristics (each as determined by the Borrower in good faith in accordance with its policies and procedures and applicable law) of that of the collateral securing such Interfund Loan or Interfund Loans, provided that the collateral coverage percentage ratio for Loans shall not be less than the greater of (x) 102% or (y) the collateral coverage ratio for Interfund Loans; and (viiie) for purposes upon and during the continuance of calculating the Asset Coverage Ratio a Default or Event of Default with respect to a Borrower, the amount equal to Borrower will not make or permit any payment or prepayment of any Interfund Loans owing by the aggregate value Borrower, if any, unless the Borrower concurrently makes a pro rata payment or prepayment of Loans owing by the collateral securing an Interfund Loan or Loan minus the amount of such Interfund Loan or LoanBorrower, respectivelyif any, shall be subtracted from the value of Total Assets in the numerator of such Asset Coverage Ratiohereunder. (bg) Without otherwise limiting Section 4.01 of the purposes for which proceeds of a Loan may be used as specified in Section 5.8, a Borrower shall be expressly permitted to use the proceeds of a Loan to repay an outstanding Interfund Loan of such Borrower, subject to the conditions set forth in Credit Agreement is hereby amended by deleting therefrom paragraph (ad) of this Section 2.17 in its entirety, and substituting therefore the other conditions of this Agreement (including without limitation Section 5.8).following:

Interfund Lending. (a) Notwithstanding anything in this Agreement to the contrary (including, without limitation, Sections 6.2, 6.3 5.11 and 6.85.12), Interfund Lending shall be expressly permitted hereunder, and the mere making or receipt of an Interfund Loan in and of itself shall not, with respect to any Borrower a party thereto (as a lender or a borrower), constitute a violation of any condition precedent, representation or covenant contained herein or constitute a Default or Event of Default; provided that all other terms and conditions of this Agreement are satisfied, and provided further, that: (i) such Interfund Lending Loan (1) is not otherwise prohibited by law, (2) has been duly authorized by each party thereto, (3) is consistent with the terms of the applicable Interfund Lending Exemptive Order, (4) is not in contravention of each applicable Borrower’s Prospectus, and (5) is deemed to be a Senior Security “senior security representing indebtedness” for purposes of calculating the Asset Coverage Ratio as it applies to each applicable Borrower; (ii) a Borrower may not be a lender of an Interfund Loan at any time during which such Borrower has any Loan outstanding; (iii) if, at any time, an Interfund Loan is outstanding to a Borrower that has any Loans outstanding as well, and if at such time the Asset Coverage Ratio for such Borrower shall be less than the required Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such Borrower shall repay such outstanding Interfund Loans and Loans on a pro rata basis and on the same repayment schedule (subject, in any and all events, to such Borrower’s obligation to prepay in accordance with Section 2.6(b)2.7) to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (iv) if any payment with respect to an Interfund Loan would cause the Asset Coverage Ratio for a Borrower to be less than the required Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such Borrower shall make any payments with respect to such outstanding Interfund Loans on a pro rata basis with payments with respect to Loans to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (viii) a default by a Borrower in its capacity as a “borrower” with respect to an Interfund Loan shall constitute an Event of Default with respect to such Borrower for purposes of this Agreement; (viiv) if a Default or Event of Default with respect to a Borrower has occurred and is continuing under this Agreement other than as specified above in Section 2.17(a)(iii2.18(a)(ii), then any payments made with respect to outstanding Interfund Loans shall be made on a pro rata basis with payments with respect to Loans until such Default or Event of Default is cured or waived;; provided that this Section 2.18(a)(iv) shall not apply to payments made from the proceeds of any collateral securing an Interfund Loan to the extent such Borrower is in compliance with Section 2.18(a)(v); and (viiv) if at any time a Borrower should secure an Interfund Loan or Interfund Loans with collateral, then such Borrower shall collateralize each Loan to such Borrower under this Agreement (I) in substantially the same manner and to substantially the same extent as is required with respect to each Interfund Loan to such Borrower, as more particularly described in the applicable Interfund Lending Exemptive Order and (II) with collateral having substantially the same liquidity and substantially similar credit characteristics as that of the collateral securing such Interfund Loan or Interfund Loans, provided that the collateral coverage percentage ratio for Loans shall not be less than the greater of (x) 102% or (y) the collateral coverage ratio for Interfund Loans; and (viii) for purposes of calculating the Asset Coverage Ratio of a Borrower, the amount equal to the aggregate value of the collateral securing an Interfund Loan or Loan minus the amount of such Interfund Loan or Loan, respectively, shall be subtracted from the value of Total Assets in the numerator of such Asset Coverage Ratio. (b) Without otherwise limiting the purposes for which proceeds of a Loan may be used as specified in Section 5.85.14, a Borrower shall be expressly permitted to use the proceeds of a Loan to repay an outstanding Interfund Loan of such Borrower, subject to the conditions set forth in paragraph (a) of this Section 2.17 2.18 and the other conditions of this Agreement (including without limitation Section 5.85.14).

Interfund Lending. (a) Notwithstanding anything in this Agreement to the contrary (including, without limitation, Sections 6.2, 6.3 5.11 and 6.85.12), Interfund Lending shall be expressly permitted hereunder, and the mere making or receipt of an Interfund Loan in and of itself shall not, with respect to any Borrower a party thereto (as a lender or a borrower), constitute a violation of any condition precedent, representation or covenant contained herein or constitute a Default or Event of Default; provided that all other terms and conditions of this Agreement are satisfied, and provided further, that: (i) such Interfund Lending Loan (1) is not otherwise prohibited by law, (2) has been duly authorized by each party thereto, (3) is consistent with the terms of the applicable Interfund Lending Exemptive Order, (4) is not in contravention of each applicable Borrower’s Prospectus, and (5) is deemed to be a “Senior Security Representing Indebtedness” for purposes of calculating the Asset Coverage Ratio as it applies to each applicable Borrower; (ii) a Borrower may not be a lender of an Interfund Loan at any time during which such Borrower has any Loan outstanding; (iii) if, at any time, an Interfund Loan is outstanding to a Borrower that has any Loans outstanding as well, and if at such time the Asset Coverage Ratio for such Borrower shall be less than the required Permitted Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such Borrower shall repay such outstanding Interfund Loans and Loans on a pro rata basis and on the same repayment schedule (subject, in any and all events, to such Borrower’s obligation to prepay in accordance with Section 2.6(b)2.7) to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Permitted Asset Coverage Ratios set forth in this Agreement; (iv) if any payment with respect to an Interfund Loan would cause the Asset Coverage Ratio for a Borrower to be less than the required Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such Borrower shall make any payments with respect to such outstanding Interfund Loans on a pro rata basis with payments with respect to Loans to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (viii) a default by a Borrower in its capacity as a “borrower” with respect to an Interfund Loan shall constitute an Event of Default with respect to such Borrower for purposes of this Agreement; (viiv) if a Default or Event of Default with respect to a Borrower has occurred and is continuing under this Agreement other than as specified above in Section 2.17(a)(iii2.18(a)(ii), then any payments made with respect to outstanding Interfund Loans shall be made on a pro rata basis with payments with respect to Loans until such Default or Event of Default is cured or waived;; provided that this Section 2.18(a)(iv) shall not apply to payments made from the proceeds of any collateral securing an Interfund Loan to the extent such Borrower is in compliance with Section 2.18(a)(v); and (viiv) if at any time a Borrower should secure an Interfund Loan or Interfund Loans with collateral, then such Borrower shall collateralize each Loan to such Borrower under this Agreement (I) in substantially the same manner and to substantially the same extent as is required with respect to each Interfund Loan to such Borrower, as more particularly described in the applicable Interfund Lending Exemptive Order and (II) with collateral having substantially the same liquidity and substantially similar credit characteristics as that of the collateral securing such Interfund Loan or Interfund Loans, provided that the collateral coverage percentage ratio for Loans shall not be less than the greater of (x) 102% or (y) the collateral coverage ratio for Interfund Loans; and (viii) for purposes of calculating the Asset Coverage Ratio of a Borrower, the amount equal to the aggregate value of the collateral securing an Interfund Loan or Loan minus the amount of such Interfund Loan or Loan, respectively, shall be subtracted from the value of Total Assets in the numerator of such Asset Coverage Ratio. (b) Without otherwise limiting the purposes for which proceeds of a Loan may be used as specified in Section 5.85.14, a Borrower shall be expressly permitted to use the proceeds of a Loan to repay an outstanding Interfund Loan of such Borrower, subject to the conditions set forth in paragraph (a) of this Section 2.17 2.18 and the other conditions of this Agreement (including without limitation Section 5.85.14).

Interfund Lending. Such Borrower will not be or become either an obligor or an obligee in respect of any Interfund Loan at any time, other than in compliance with the following conditions and limitations: (a) Notwithstanding anything in this Agreement to the contrary (including, without limitation, Sections 6.2, 6.3 and 6.8), Interfund Lending shall be expressly permitted hereunder, and the mere making or receipt of an such Interfund Loan in and of itself shall not, with respect to any Borrower a party thereto (as a lender or a borrower), constitute a violation of any condition precedent, representation or covenant contained herein or constitute a Default or Event of Default; provided that all other terms and conditions of this Agreement are satisfied, and provided further, that: (i) such Interfund Lending (1) is not otherwise prohibited by law, (2ii) is conducted on terms and conditions in compliance in all respects with the Interfund Lending Exemptive Order, (iii) has been duly authorized by each party thereto, (3) is consistent with the terms of the applicable Interfund Lending Exemptive Order, (4iv) is not in contravention of each applicable such Borrower’s ProspectusOffering Document, or any applicable law, rule or regulation, or any agreement to which such Borrower is a party or otherwise bound, including, without limitation, any agreement relating to any Interfund Loan, and (5v) if borrowed by such Borrower, is deemed to be a Senior Security Debt of such Borrower for all purposes of calculating the Asset Coverage Ratio as it applies to each applicable Borrowerthis Agreement; (iib) a such Borrower may not be a lender of an Interfund Loan at any time during which such Borrower has any Loan outstandingoutstanding hereunder nor may such Borrower use the proceeds of any Loan to make an Interfund Loan; (iiic) if, at upon and during the continuance of any time, an Interfund Loan is outstanding to a Borrower that has any Loans outstanding as well, and if at such time the Asset Coverage Ratio for such Borrower shall be less than the required Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such Borrower shall repay such outstanding Interfund Loans and Loans on a pro rata basis and on the same repayment schedule (subject, in any and all events, to such Borrower’s obligation to prepay in accordance with Section 2.6(b)) to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (iv) if any payment with respect to an Interfund Loan would cause the Asset Coverage Ratio for a Borrower to be less than the required Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such Borrower shall make any payments with respect to such outstanding Interfund Loans on a pro rata basis with payments with respect to Loans to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (v) a default by a Borrower with respect to an Interfund Loan shall constitute an Event of Default with respect to such Borrower, such Borrower for purposes will not make or permit any payment or prepayment of this Agreement; (vi) if a Default or Event of Default with respect to a any Interfund Loan owing by such Borrower, unless such Borrower has occurred and is continuing under this Agreement other than as specified above in Section 2.17(a)(iii), then any payments made with respect to outstanding Interfund Loans shall be made on concurrently makes a pro rata basis with payments with respect to Loans until payment or prepayment of any Loan owing by such Default or Event of Default is cured or waived;Borrower; and (viid) if at any time a Borrower should shall secure an Interfund Loan or Interfund Loans with collateral, then such Borrower shall collateralize each Loan to such Borrower under this Agreement simultaneously therewith (Ii) in substantially a manner reasonably acceptable to the Agent, equally and ratably secure its outstanding Loans, in the same manner and to substantially the same extent as is required with respect to each Interfund Loan to such Borrower, as more particularly described in the applicable Interfund Lending Exemptive Order and (II) with collateral having substantially the same liquidity and substantially similar credit characteristics as that of the collateral securing such Interfund Loan or Interfund LoansLoan, provided that the collateral coverage percentage ratio for Loans shall not be less than the greater of (xii) 102% or (y) the collateral coverage ratio for Interfund Loans; and (viii) for purposes of calculating the Asset Coverage Ratio of a Borrower, the amount equal to the aggregate value of extent reasonably required by the collateral securing an Interfund Loan or Loan minus Agent, cause the amount lender of such Interfund Loan or Loan, respectively, shall be subtracted from to enter into an intercreditor agreement with the value of Total Assets Agent in the numerator of such Asset Coverage Ratio. (b) Without otherwise limiting the purposes for which proceeds of a Loan may be used as specified in Section 5.8, a Borrower shall be expressly permitted to use the proceeds of a Loan to repay an outstanding Interfund Loan of such Borrower, subject form and substance reasonably satisfactory to the conditions set forth in paragraph Agent, and (aiii) of this Section 2.17 execute and the deliver, or cause to be executed and delivered, such other conditions of this Agreement agreements (including without limitation Section 5.8amendments to the Loan Documents), documents, instruments, certificates, Forms FR U-1 and legal opinions as the Agent may reasonably require.

Interfund Lending. (a) Notwithstanding anything in this Agreement to the contrary (including, without limitation, Sections 6.2, 6.3 and 6.8), Interfund Lending shall be expressly permitted hereunder, and the mere making or receipt of an Interfund Loan in and of itself shall not, with respect to any Borrower a party thereto (as a lender or a borrower), constitute a violation of any condition precedent, representation or covenant contained herein or constitute a Default or Event of Default; provided that all other terms and conditions of this Agreement are satisfied, and provided further, that: (i) such Interfund Lending (1) is not otherwise prohibited by law, (2) has been duly authorized by each party thereto, (3) is consistent with the terms of the applicable Interfund Lending Exemptive Order, (4) is not in contravention of each applicable Borrower’s Prospectus, and (5) is deemed to be a Senior Security for purposes of calculating the Asset Coverage Ratio as it applies to each applicable Borrower; (ii) a Borrower may not be a lender of an Interfund Loan at any time during which such Borrower has any Loan outstanding; (iii) if, at any time, an Interfund Loan is outstanding to a Borrower that has any Loans outstanding as well, and if at such time the Asset Coverage Ratio for such Borrower shall be less than the required Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such Borrower shall repay such outstanding Interfund Loans and Loans on a pro rata basis and on the same repayment schedule (subject, in any and all events, to such Borrower’s obligation to prepay in accordance with Section 2.6(b)) to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (iv) if any payment with respect to an Interfund Loan would cause the Asset Coverage Ratio for a Borrower to be less than the required Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such Borrower shall make any payments with respect to such outstanding Interfund Loans on a pro rata basis with payments with respect to Loans to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (v) a default by a Borrower with respect to an Interfund Loan shall constitute an Event of Default with respect to such Borrower for purposes of this Agreement; (vi) if a Default or Event of Default with respect to a Borrower has occurred and is continuing under this Agreement other than as specified above in Section 2.17(a)(iii), then any payments made with respect to outstanding Interfund Loans shall be made on a pro rata basis with payments with respect to Loans until such Default or Event of Default is cured or waived; (viiv) if at any time a Borrower should secure an Interfund Loan or Interfund Loans with collateral, then such Borrower shall collateralize each Loan to such Borrower under this Agreement (I) in substantially the same manner and to substantially the same extent as is required with respect to each Interfund Loan to such Borrower, as more particularly described in the applicable Interfund Lending Exemptive Order and (II) with collateral having substantially the same liquidity and substantially similar credit characteristics as that of the collateral securing such Interfund Loan or Interfund Loans, provided that the collateral coverage percentage ratio for Loans shall not be less than the greater of (x) 102% or (y) the collateral coverage ratio for Interfund Loans; and (viiivi) for purposes of calculating the Asset Coverage Ratio of a Borrower, the amount equal to the aggregate value of the collateral securing an Interfund Loan or Loan minus the amount of such Interfund Loan or Loan, respectively, shall be subtracted from the value of Total Assets in the numerator of such Asset Coverage Ratio. (b) Without otherwise limiting the purposes for which proceeds of a Loan may be used as specified in Section 5.8, a Borrower shall be expressly permitted to use the proceeds of a Loan to repay an outstanding Interfund Loan of such Borrower, subject to the conditions set forth in paragraph (a) of this Section 2.17 and the other conditions of this Agreement (including without limitation Section 5.8).

Interfund Lending. (a) Notwithstanding anything in this Agreement to the contrary (including, without limitation, Sections 6.2, 6.3 8.8 and 6.88.9 hereof), Interfund Lending shall be expressly permitted hereunder, and the mere making or receipt of an Interfund Loan in and of itself shall not, with respect to any Borrower a party thereto (as a lender or a borrower), constitute a violation of any condition precedent, representation or covenant contained herein or constitute a Default or Event of Default; provided PROVIDED that after giving effect to such Interfund Loan all other terms and conditions of this Agreement are satisfied, and provided furtherPROVIDED FURTHER, that: (i) such Such Interfund Lending (1) is not otherwise prohibited by law, (2) has been duly authorized by each party theretoauthorized, (3) is consistent with the terms of the applicable Interfund Lending Exemptive Order, (4) is not in contravention of each applicable the Borrower’s 's Prospectus, and (5) is deemed to be a Senior Security Indebtedness for purposes of calculating the Asset Coverage Ratio in this Agreement as it applies to each applicable the Borrower; (ii) a A Borrower may not be a lender of an Interfund Loan at any time during which such the Borrower has any Loan outstanding; (iii) ifIf, at any time, an Interfund Loan is outstanding to a Borrower that has any Loans outstanding as well, and if at such time the Asset Coverage Ratio for such the Borrower shall be less than the required Asset Coverage Ratio for such the Borrower pursuant to this Agreement, then such the Borrower shall repay such outstanding Interfund Loans and Loans on a pro rata basis and on the same repayment schedule (subject, in any and all eventsevent, to such Borrower’s 's obligation to prepay in accordance with Section 2.6(b)2.9 hereof) to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such the Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (iv) if If any payment with respect to an Interfund Loan would cause the Asset Coverage Ratio for a Borrower to be less than the required Asset Coverage Ratio for such the Borrower pursuant to this Agreement, then such the Borrower shall make any payments with respect to such outstanding Interfund Loans on a pro rata basis with payments with respect to Loans to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such the Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (v) a A default by a Borrower with respect to an Interfund Loan shall constitute an Event of Default with respect to such the Borrower for purposes of this Agreement; (vi) if If a Default or Event of Default with respect to a Borrower has occurred and is continuing under this Agreement other than as specified above in Section 2.17(a)(iii2.15(a)(iii), then any payments made with respect to outstanding Interfund Loans shall be made on a pro rata basis with payments with respect to Loans until such Default or Event of Default is cured or waived; (vii) if If at any time a Borrower should secure an Interfund Loan or Interfund Loans with collateral, then such the Borrower shall collateralize each Loan to such Borrower under this Agreement (I) in substantially the same manner and to substantially the same extent as is required with respect to each Interfund Loan to such the Borrower, as more particularly described in the applicable Interfund Lending Exemptive Order and (II) with collateral having substantially the same liquidity and substantially similar credit characteristics as that of the collateral securing such Interfund Loan or Interfund Loans, provided PROVIDED that the collateral coverage percentage ratio for Loans shall not be less than the greater of (x) 102% or (y) the collateral coverage ratio for Interfund Loans; and (viii) for For purposes of calculating the Asset Coverage Ratio of a Borrower, the amount equal to the aggregate value of the collateral securing an Interfund Loan or Loan minus the amount of such Interfund Loan or Loan, respectively, shall be subtracted from the value of Total Assets in the numerator of such Asset Coverage Ratio. (b) Without otherwise limiting the purposes for which proceeds of a Loan may be used as specified in Section 5.88.5 of this Agreement, a Borrower shall be expressly permitted to use the proceeds of a Loan to repay an outstanding Interfund Loan of such the Borrower, subject to the conditions set forth in paragraph (a) of this Section 2.17 2.15 and the other conditions of this Agreement (including without limitation Section 5.88.5 hereof).

Interfund Lending. (a) Notwithstanding anything in this Agreement to the contrary (including, without limitation, Sections 6.2, 6.3 and 6.8including section 8.03 hereof), any Borrower may make an Interfund Lending shall be expressly permitted hereunderLoan to another Borrower or borrow an Interfund Loan from another Borrower, may repay principal and/or interest with respect to an Interfund Loan, and the mere making making, borrowing, or receipt repaying of principal and/or interest in respect of an Interfund Loan in and of itself shall not, with respect to any Borrower a party thereto (as a lender or a borrower), constitute a violation of any condition precedent, representation or covenant contained herein or constitute a Default or an Event of Default; provided that all other terms and conditions of this Agreement are satisfied, and provided provided, further, that: (i) such Interfund Lending Loan (1u) does not cause either (A) the Asset Coverage Ratio of any Borrower to be less than the applicable minimum Asset Coverage Ratio of such Borrower pursuant to Section 8.09 of this Agreement at the time of incurrence thereof or (B) the aggregate principal amount of Loans, Interfund Loans and Investment Adviser Loans outstanding to any Borrower at the time of incurrence thereof to exceed the Borrowing Base of such Borrower at such time, (v) is not otherwise prohibited by law, (2w) has been duly authorized by each party theretoauthorized, (3x) is consistent with the terms of an applicable order of the applicable Interfund Lending Exemptive OrderUnited States Securities and Exchange Commission, (4y) is not in contravention of each applicable such Borrower’s Prospectus, 's Prospectus and (5z) expressly ranks junior in priority to the repayment in full in cash of all outstanding Obligations under this Agreement; provided however that principal and/or interest with respect to an Interfund Loan may be repaid so long as no Default or Event of Default has occurred and is deemed to be a Senior Security for purposes of calculating the Asset Coverage Ratio as it applies to each applicable Borrower;continuing under this Agreement; and (ii) a Borrower may not be a lender of an Interfund Loan at any time during which such Borrower has any Loan outstanding; (iii) if, at any time, (x) an Interfund Loan is outstanding to a such Borrower, (y) such Borrower that has any Loans outstanding as welloutstanding, and if at such time (z) either (A) the Asset Coverage Ratio for such Borrower shall be is less than the required applicable minimum Asset Coverage Ratio for of such Borrower pursuant to Section 8.09 of this AgreementAgreement or (B) the aggregate principal amount of Loans, Interfund Loans and Investment Adviser Loans outstanding to such Borrower at any time exceeds the Borrowing Base of such Borrower at such time, then such Borrower shall repay such prepay outstanding Interfund Loans and Loans on a pro rata basis and on the same repayment schedule (subject, in any and all events, to such Borrower’s obligation to prepay in accordance with Section 2.6(b)) hereunder to the extent necessary to ensure that both the Asset Coverage Ratio of all borrowings of such Borrower after such payments prepayments is in compliance with at least equal to the applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (iv) if any payment with respect to an Interfund Loan would cause the Asset Coverage Ratio for a Borrower to be less than the required Asset Coverage Ratio for of such Borrower pursuant to Section 8.09 of this AgreementAgreement and the aggregate principal amount of Loans, then such Borrower shall make any payments with respect to such outstanding Interfund Loans on a pro rata basis with payments with respect to and Investment Adviser Loans to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (v) a default by a Borrower with respect to an Interfund Loan shall constitute an Event of Default with respect outstanding to such Borrower for purposes does not exceed the Borrowing Base of this Agreement; (vi) if a Default or Event of Default with respect to a Borrower has occurred and is continuing under this Agreement other than as specified above in Section 2.17(a)(iii), then any payments made with respect to outstanding Interfund Loans shall be made on a pro rata basis with payments with respect to Loans until such Default or Event of Default is cured or waived; (vii) if at any time a Borrower should secure an Interfund Loan or Interfund Loans with collateral, then such Borrower shall collateralize each Loan to such Borrower under this Agreement (I) in substantially the same manner and to substantially the same extent as is required with respect to each Interfund Loan to such Borrower, as more particularly described in the applicable Interfund Lending Exemptive Order and (II) with collateral having substantially the same liquidity and substantially similar credit characteristics as that of the collateral securing such Interfund Loan or Interfund Loans, provided that the collateral coverage percentage ratio for Loans shall not be less than the greater of (x) 102% or (y) the collateral coverage ratio for Interfund Loans; and (viii) for purposes of calculating the Asset Coverage Ratio of a Borrower, the amount equal to the aggregate value of the collateral securing an Interfund Loan or Loan minus the amount of such Interfund Loan or Loan, respectively, shall be subtracted from the value of Total Assets in the numerator of such Asset Coverage Ratio. (b) Without otherwise limiting the purposes for which proceeds of a Loan any Borrowing may be used as specified in Section 5.86.08, subject to the satisfaction of the conditions set forth in Section 5 and the other conditions of this Agreement, including pro forma compliance with the Borrowing Base of such Borrower after giving effect to such Borrowing, a Borrower shall be expressly permitted to use the proceeds of a Loan Borrowing of Loans hereunder to repay principal and/or interest with respect to an outstanding Interfund Loan of such Borrower, subject to the conditions set forth in paragraph (a) of this Section 2.17 and the other conditions of this Agreement (including without limitation Section 5.8).

Interfund Lending. (a) Notwithstanding anything in this Agreement to the contrary (including, without limitation, Sections 6.2, 6.3 8.8 and 6.88.9 hereof), Interfund Lending shall be expressly permitted hereunder, and the mere making or receipt of an Interfund Loan in and of itself shall not, with respect to any Borrower a party thereto (as a lender or a borrower), constitute a violation of any condition precedent, representation or covenant contained herein or constitute a Default or Event of Default; provided that all other terms and conditions of this Agreement are satisfied, and provided further, that: (i) such Interfund Lending (1) is not otherwise prohibited by law, (2) has been duly authorized by each party theretoauthorized, (3) is consistent with the terms of the applicable Interfund Lending Exemptive Order, (4) is not in contravention of each applicable the Borrower’s 's Prospectus, and (5) is deemed to be a Senior Security Indebtedness for purposes of calculating the Asset Coverage Ratio as it applies to each applicable the Borrower; (ii) a Borrower may not be a lender of an Interfund Loan at any time during which such the Borrower has any Loan outstanding; (iii) if, at any time, an Interfund Loan is outstanding to a Borrower that has any Loans outstanding as well, and if at such time the Asset Coverage Ratio for such the Borrower shall be less than the required Asset Coverage Ratio for such the Borrower pursuant to this Agreement, then such the Borrower shall repay such outstanding Interfund Loans and Loans on a pro rata basis and on the same repayment schedule (subject, in any and all eventsevent, to such Borrower’s 's obligation to prepay in accordance with Section 2.6(b)2.9 hereof) to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such the Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (iv) if any payment with respect to an Interfund Loan would cause the Asset Coverage Ratio for a Borrower to be less than the required Asset Coverage Ratio for such the Borrower pursuant to this Agreement, then such the Borrower shall make any payments with respect to such outstanding Interfund Loans on a pro rata basis with payments with respect to Loans to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such the Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (v) a default by a Borrower with respect to an Interfund Loan shall constitute an Event of Default with respect to such the Borrower for purposes of this Agreement; (vi) if a Default or Event of Default with respect to a Borrower has occurred and is continuing under this Agreement other than as specified above in Section 2.17(a)(iii2.15(a)(iii), then any payments made with respect to outstanding Interfund Loans shall be made on a pro rata basis with payments with respect to Loans until such Default or Event of Default is cured or waived; (vii) if at any time a Borrower should secure an Interfund Loan or Interfund Loans with collateral, then such the Borrower shall collateralize each Loan to such Borrower under this Agreement (I) in substantially the same manner and to substantially the same extent as is required with respect to each Interfund Loan to such the Borrower, as more particularly described in the applicable Interfund Lending Exemptive Order and (II) with collateral having substantially the same liquidity and substantially similar credit characteristics as that of the collateral securing such Interfund Loan or Interfund Loans, provided that the collateral coverage percentage ratio for Loans shall not be less than the greater of (x) 102% or (y) the collateral coverage ratio for Interfund Loans; and (viii) for purposes of calculating the Asset Coverage Ratio of a Borrower, the amount equal to the aggregate value of the collateral securing an Interfund Loan or Loan minus the amount of such Interfund Loan or Loan, respectively, shall be subtracted from the value of Total Assets in the numerator of such Asset Coverage Ratio. (b) Without otherwise limiting the purposes for which proceeds of a Loan may be used as specified in Section 5.88.5 of this Agreement, a Borrower shall be expressly permitted to use the proceeds of a Loan to repay an outstanding Interfund Loan of such the Borrower, subject to the conditions set forth in paragraph (a) of this Section 2.17 2.15 and the other conditions of this Agreement (including without limitation Section 5.88.5 hereof)." (i) Schedules I and II of the New Credit Agreement shall be in the form of Schedules I and II to this TRR Agreement. (j) Each definition of "Credit Agreement" in the Schedules and Exhibits to the New Credit Agreement shall be amended to read: "the Credit Agreement, dated as of December 17, 2002 (as amended, supplemented or otherwise modified from time to time), among the Borrowers named therein, the Banks and the Administrative Agent."

Interfund Lending. (a) Notwithstanding anything in this Agreement to the contrary (including, without limitation, Sections 6.27.01, 6.3 7.02 and 6.87.07), Interfund Lending shall be expressly permitted hereunder, and the mere making or receipt of an Interfund Loan in and of itself shall not, with respect to any Borrower Fund a party thereto (as a lender or a borrower), constitute a violation of any condition precedent, representation or covenant contained herein or constitute a Default or Event of Default; provided that all other terms and conditions of this Agreement are satisfied, and provided further, that: (i) such Interfund Lending (1) is not otherwise prohibited by lawApplicable Laws, (2) has been duly authorized by each party thereto, (3) is consistent with the terms of the applicable Interfund Lending Exemptive Order, (4) is not in contravention of each applicable BorrowerFund’s Prospectus, and (5) if a Fund is a borrower, is deemed to be a Senior Security Debt of such Fund for purposes of calculating the Asset Coverage Ratio as it applies to each applicable BorrowerFund; (ii) a Borrower Fund may not be a lender of an Interfund Loan at any time during which such Borrower Fund has any Loan outstanding; (iii) if, at any time, an Interfund Loan is outstanding to a Borrower Fund that has any Loans outstanding as well, and if at such time the Asset Coverage Ratio Test for such Borrower Fund shall be less than the required applicable covenants concerning minimum Asset Coverage Ratio for such Borrower pursuant to Test set forth in this Agreement, then such Fund (or the applicable Borrower on behalf of such Fund) shall repay such outstanding Interfund Loans and Loans on a pro rata basis and on the same repayment schedule (subject, in any and all events, to such BorrowerFund’s obligation to prepay in accordance with Section 2.6(b2.04(b)) to the extent necessary to ensure that the Asset Coverage Ratio Test of all borrowings of such Borrower Fund after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios Test set forth in this Agreement; (iv) if any payment with respect to an Interfund Loan would cause the Asset Coverage Ratio Test for a Borrower Fund to be less than the required Asset Coverage Ratio Test for such Borrower Fund pursuant to this Agreement, then such Fund (or the applicable Borrower on behalf of such Fund) shall make any payments with respect to such outstanding Interfund Loans on a pro rata basis with payments with respect to Loans to the extent necessary to ensure that the Asset Coverage Ratio Test of all borrowings of such Borrower Fund after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (v) a an event of default by a Borrower Fund with respect to an Interfund Loan shall constitute an Event of Default with respect to such Borrower for purposes of this Agreement; (vi) if a Default or Event of Default with respect to a Borrower has occurred and is continuing under this Agreement other than as specified above in Section 2.17(a)(iii2.11(a)(iii), then any payments made with respect to outstanding Interfund Loans shall be made on a pro rata basis with payments with respect to Loans until such Default or Event of Default is cured or waived; (vii) if at any time a Fund (or the applicable Borrower on behalf of such Fund) should secure an Interfund Loan or Interfund Loans with collateral, then such Fund (or the applicable Borrower on behalf of such Fund) shall collateralize each Loan to such Borrower on behalf of such Fund under this Agreement (I) in substantially the same manner and to substantially the same extent as is required with respect to each Interfund Loan to such BorrowerFund, as more particularly described in the applicable Interfund Lending Exemptive Order and (II) with collateral having substantially the same liquidity and substantially similar credit characteristics as that of the collateral securing such Interfund Loan or Interfund Loans, provided that the collateral coverage percentage ratio for Loans shall not be less than the greater of (x) 102% or (y) the collateral coverage ratio for Interfund Loans; and (viii) for purposes of calculating the Asset Coverage Ratio Test of a BorrowerFund, the excess, if any, of an amount equal to the aggregate value of the collateral securing an Interfund Loan or Loan minus the amount of such Interfund Loan or Loan, respectively, shall be subtracted from the value of Total Assets in the numerator of such Asset Coverage RatioRatio Test. (b) Without otherwise limiting the purposes for which proceeds of a Loan may be used as specified in Section 5.86.08, a Fund (or the applicable Borrower on behalf of such Fund) shall be expressly permitted to use the proceeds of a Loan to repay an outstanding Interfund Loan of such BorrowerFund (or the applicable Borrower on behalf of such Fund), subject to the conditions set forth in paragraph (a) of this Section 2.17 2.11 and the other conditions of this Agreement (including without limitation Section 5.86.08).

Interfund Lending. A/72335952.4 14 (a) Notwithstanding anything in this Agreement to the contrary (including, without limitation, Sections 6.2, 6.3 8.8 and 6.88.9 hereof), Interfund Lending shall be expressly permitted hereunder, and the mere making or receipt of an Interfund Loan in and of itself shall not, with respect to any Borrower a party thereto (as a lender or a borrower), constitute a violation of any condition precedent, representation or covenant contained herein or constitute a Default or Event of Default; provided PROVIDED that after giving effect to such Interfund Loan all other terms and conditions of this Agreement are satisfied, and provided furtherPROVIDED FURTHER, that: (i) such Such Interfund Lending (1) is not otherwise prohibited by law, (2) has been duly authorized by each party theretoauthorized, (3) is consistent with the terms of the applicable Interfund Lending Exemptive Order, (4) is not in contravention of each applicable the Borrower’s 's Prospectus, and (5) is deemed to be a Senior Security Indebtedness for purposes of calculating the Asset Coverage Ratio in this Agreement as it applies to each applicable the Borrower; (ii) a A Borrower may not be a lender of an Interfund Loan at any time during which such the Borrower has any Loan outstanding; (iii) ifIf, at any time, an Interfund Loan is outstanding to a Borrower that has any Loans outstanding as well, and if at such time the Asset Coverage Ratio for such the Borrower shall be less than the required Asset Coverage Ratio for such the Borrower pursuant to this Agreement, then such Borrower shall repay such outstanding Interfund Loans and Loans on a pro rata basis and on the same repayment schedule (subject, in any and all eventsevent, to such Borrower’s 's obligation to prepay in accordance with Section 2.6(b)2.9 hereof) to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such the Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (iv) if If any payment with respect to an Interfund Loan would cause the Asset Coverage Ratio for a Borrower to be less than the required Asset Coverage Ratio for such the Borrower pursuant to this Agreement, then such the Borrower shall make any payments with respect to such outstanding Interfund Loans on a pro rata basis with payments with respect to Loans to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such the Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (v) a A default by a Borrower with respect to an Interfund Loan shall constitute an Event of Default with respect to such the Borrower for purposes of this Agreement; (vi) if If a Default or Event of Default with respect to a Borrower has occurred and is continuing under this Agreement other than as specified above in Section 2.17(a)(iii2.15(a)(iii), then any payments made with respect to outstanding A/72335952.4 15 Interfund Loans shall be made on a pro rata basis with payments with respect to Loans until such Default or Event of Default is cured or waived; (vii) if If at any time a Borrower should secure an Interfund Loan or Interfund Loans with collateral, then such the Borrower shall collateralize each Loan to such Borrower under this Agreement (I) in substantially the same manner and to substantially the same extent as is required with respect to each Interfund Loan to such the Borrower, as more particularly described in the applicable Interfund Lending Exemptive Order and (II) with collateral having substantially the same liquidity and substantially similar credit characteristics as that of the collateral securing such Interfund Loan or Interfund Loans, provided PROVIDED that the collateral coverage percentage ratio for Loans shall not be less than the greater of (x) 102% or (y) the collateral coverage ratio for Interfund Loans; and (viii) for For purposes of calculating the Asset Coverage Ratio of a Borrower, the amount equal to the aggregate value of the collateral securing an Interfund Loan or Loan minus the amount of such Interfund Loan or Loan, respectively, shall be subtracted from the value of Total Assets in the numerator of such Asset Coverage Ratio. (b) Without otherwise limiting the purposes for which proceeds of a Loan may be used as specified in Section 5.8, a Borrower shall be expressly permitted to use the proceeds of a Loan to repay an outstanding Interfund Loan of such Borrower, subject to the conditions set forth in paragraph (a) of this Section 2.17 and the other conditions of this Agreement (including without limitation Section 5.8).

Interfund Lending. (a) Notwithstanding anything in this Agreement to the contrary (including, without limitation, Sections 6.2, 6.3 and 6.8including Section 8.03 hereof), any Borrower may make an Interfund Lending shall be expressly permitted hereunderLoan to another Borrower or borrow an Interfund Loan from another Borrower, may repay principal and/or interest with respect to an Interfund Loan, and the mere making making, borrowing, or receipt repaying of principal and/or interest of an Interfund Loan in and of itself shall not, with respect to any Borrower a party thereto (as a lender or a borrower), constitute a violation of any condition precedent, representation or covenant contained herein or constitute a Default or an Event of Default; provided that all other terms and conditions of this Agreement are satisfied, and provided provided, further, that: (i) such Interfund Lending Loan (1t) does not cause either (A) the Asset Coverage Ratio of any Borrower to be less than the applicable minimum Asset Coverage Ratio of such Borrower pursuant to Section 8.09 of this Agreement at the time of incurrence thereof or (B) the aggregate principal amount of Loans, Interfund Loans and Investment Adviser Loans outstanding to any Borrower at the time of incurrence thereof to exceed the Borrowing Base of such Borrower at such time, (u) is not otherwise prohibited by law, (2v) has been duly authorized by each party theretoauthorized, (3w) is consistent with the terms of an applicable order of the applicable Interfund Lending Exemptive OrderUnited States Securities and Exchange Commission, (4x) is not in contravention of each applicable such Borrower’s Prospectus, 's Prospectus and (5y) expressly ranks junior in priority to the repayment in full in cash of all outstanding Obligations under this Agreement; provided however that principal and/or interest with respect to an Interfund Loan may be repaid so long as no Default or Event of Default has occurred and is deemed to be a Senior Security for purposes of calculating the Asset Coverage Ratio as it applies to each applicable Borrower;continuing under this Agreement; and (ii) a Borrower may not be a lender of an Interfund Loan at any time during which such Borrower has any Loan outstanding; (iii) if, at any time, (x) an Interfund Loan is outstanding to a such Borrower, (y) such Borrower that has any Loans outstanding as welloutstanding, and if at such time (z) either (A) the Asset Coverage Ratio for such Borrower shall be is less than the required applicable minimum Asset Coverage Ratio for of such Borrower pursuant to Section 8.09 of this AgreementAgreement or (B) the aggregate principal amount of Loans, Interfund Loans and Investment Adviser Loans outstanding to such Borrower at any time exceeds the Borrowing Base of such Borrower at such time, then such Borrower shall repay such prepay outstanding Interfund Loans and Loans on a pro rata basis and on the same repayment schedule (subject, in any and all events, to such Borrower’s obligation to prepay in accordance with Section 2.6(b)) hereunder to the extent necessary to ensure that both the Asset Coverage Ratio of all borrowings of such Borrower after such payments prepayments is in compliance with at least equal to the applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (iv) if any payment with respect to an Interfund Loan would cause the Asset Coverage Ratio for a Borrower to be less than the required Asset Coverage Ratio for of such Borrower pursuant to Section 8.09 of this AgreementAgreement and the aggregate principal amount of Loans, then such Borrower shall make any payments with respect to such outstanding Interfund Loans on a pro rata basis with payments with respect to and Investment Adviser Loans to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (v) a default by a Borrower with respect to an Interfund Loan shall constitute an Event of Default with respect outstanding to such Borrower for purposes does not exceed the Borrowing Base of this Agreement; (vi) if a Default or Event of Default with respect to a Borrower has occurred and is continuing under this Agreement other than as specified above in Section 2.17(a)(iii), then any payments made with respect to outstanding Interfund Loans shall be made on a pro rata basis with payments with respect to Loans until such Default or Event of Default is cured or waived; (vii) if at any time a Borrower should secure an Interfund Loan or Interfund Loans with collateral, then such Borrower shall collateralize each Loan to such Borrower under this Agreement (I) in substantially the same manner and to substantially the same extent as is required with respect to each Interfund Loan to such Borrower, as more particularly described in the applicable Interfund Lending Exemptive Order and (II) with collateral having substantially the same liquidity and substantially similar credit characteristics as that of the collateral securing such Interfund Loan or Interfund Loans, provided that the collateral coverage percentage ratio for Loans shall not be less than the greater of (x) 102% or (y) the collateral coverage ratio for Interfund Loans; and (viii) for purposes of calculating the Asset Coverage Ratio of a Borrower, the amount equal to the aggregate value of the collateral securing an Interfund Loan or Loan minus the amount of such Interfund Loan or Loan, respectively, shall be subtracted from the value of Total Assets in the numerator of such Asset Coverage Ratio. (b) Without otherwise limiting the purposes for which proceeds of a Loan any Borrowing may be used as specified in Section 5.86.08, subject to the satisfaction of the conditions set forth in Section 5 and the other conditions of this Agreement, including pro forma compliance with the Borrowing Base of such Borrower after giving effect to such Borrowing, a Borrower shall be expressly permitted to use the proceeds of a Loan Borrowing of Loans hereundcr to repay principal and/or interest with respect to an outstanding Interfund Loan of such Borrower, subject to the conditions set forth in paragraph (a) of this Section 2.17 and the other conditions of this Agreement (including without limitation Section 5.8).

Interfund Lending. Such Borrower will not be or become either an obligor or an obligee in respect of any Interfund Loan at any time, other than in compliance with the following conditions and limitations: (a) Notwithstanding anything in this Agreement to the contrary (including, without limitation, Sections 6.2, 6.3 and 6.8), Interfund Lending shall be expressly permitted hereunder, and the mere making or receipt of an such Interfund Loan in and of itself shall not, with respect to any Borrower a party thereto (as a lender or a borrower), constitute a violation of any condition precedent, representation or covenant contained herein or constitute a Default or Event of Default; provided that all other terms and conditions of this Agreement are satisfied, and provided further, that: (i) such Interfund Lending (1) is not otherwise prohibited by lawApplicable Law, (2ii) is conducted on terms and conditions in compliance in all respects with the applicable Interfund Lending Exemptive Order applicable to such Borrower, (iii) has been duly authorized by each party thereto, (3) is consistent with the terms of the applicable Interfund Lending Exemptive Order, (4iv) is not in contravention of each applicable Borrower’s ProspectusOffering Document, or any applicable law, rule or regulation, or any agreement to which such Borrower is a party or otherwise bound, including, without limitation, any agreement relating to any Interfund Loan, and (5v) if borrowed by such Borrower, is deemed to be a Senior Security for purposes of calculating the Asset Coverage Ratio as it applies to each applicable Borrower; (ii) a Borrower may not be a lender of an Interfund Loan at any time during which such Borrower has any Loan outstanding; (iii) if, at any time, an Interfund Loan is outstanding to a Borrower that has any Loans outstanding as well, and if at such time the Asset Coverage Ratio for such Borrower shall be less than the required Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such Borrower shall repay such outstanding Interfund Loans and Loans on a pro rata basis and on the same repayment schedule (subject, in any and all events, to such Borrower’s obligation to prepay in accordance with Section 2.6(b)) to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings Debt of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (iv) if any payment with respect to an Interfund Loan would cause the Asset Coverage Ratio for a Borrower to be less than the required Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such Borrower shall make any payments with respect to such outstanding Interfund Loans on a pro rata basis with payments with respect to Loans to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (v) a default by a Borrower with respect to an Interfund Loan shall constitute an Event of Default with respect to such Borrower for purposes of this Agreement; (vib) if a Default or Event such Borrower may not use the proceeds of any Loan to make an Interfund Loan; (c) upon and during the continuance of any Default with respect to a such Borrower, such Borrower has occurred and is continuing under this Agreement other than as specified above in Section 2.17(a)(iii)will not make or permit any payment or prepayment of any Interfund Loan owing by such Borrower, then any payments made with respect to outstanding Interfund Loans shall be made on unless such Borrower concurrently makes a pro rata basis with payments with respect to Loans until payment or prepayment of any Loan owing by such Default or Event of Default is cured or waived;Borrower; and (viid) if at any time a such Borrower should shall enter into any arrangement to secure an Interfund Loan one or more existing or future Interfund Loans with collateral, then such Borrower shall simultaneously therewith enter into an arrangement with the Agent to collateralize each existing or future Loan to such Borrower under this Agreement (Ii) in substantially the same manner and to substantially the same extent as is required with respect to each the Interfund Loan Loans to such Borrower, as more particularly described in the applicable Interfund Lending Exemptive Order and Order, (IIii) with collateral having substantially the same liquidity and substantially similar credit characteristics as that of the collateral securing such Interfund Loan or Interfund Loans, provided that the collateral coverage percentage ratio for Loans shall not be less than the greater of (xiii) 102% or (y) the collateral coverage ratio for Interfund Loans; and (viii) for purposes of calculating the Asset Coverage Ratio of a Borrower, the amount equal to the aggregate value of extent reasonably required by the collateral securing an Agent and not inconsistent with the applicable Interfund Loan or Loan minus Lending Exemptive Order, cause the amount lender of such Interfund Loan to enter into an intercreditor or Loan, respectively, shall be subtracted from collateral security agreement with the value of Total Assets Agent in the numerator of such Asset Coverage Ratio. (b) Without otherwise limiting the purposes for which proceeds of a Loan may be used as specified in Section 5.8, a Borrower shall be expressly permitted to use the proceeds of a Loan to repay an outstanding Interfund Loan of such Borrower, subject form and substance satisfactory to the conditions set forth in paragraph Agent, and (aiv) of this Section 2.17 execute and the deliver, or cause to be executed and delivered, such other conditions of this Agreement agreements (including without limitation Section 5.8amendments to the Loan Documents), documents, instruments, certificates, Forms FR U-1 and legal opinions as the Agent may reasonably require, in each case to the extent permissible under Applicable Law.

Interfund Lending. (a) Notwithstanding anything in this Agreement to the contrary (including, without limitation, Sections 6.2, 6.3 and 6.86.8 hereof), Interfund Lending shall be expressly permitted hereunder, and the mere making or receipt of an Interfund Loan in and of itself shall not, with respect to any Borrower a party thereto (as a lender or a borrower), constitute a violation of any condition precedent, representation or covenant contained herein or constitute a Default or Event of Default; provided that all other terms and conditions of this Agreement are satisfied, and provided further, that: (i) such Interfund Lending (1) is not otherwise prohibited by law, (2) has been duly authorized by each party thereto, (3) is consistent with the terms of the applicable Interfund Lending Exemptive Order, (4) is not in contravention of each applicable the Borrower’s 's Prospectus, and (5) is deemed to be a Senior Security for purposes of calculating the Asset Coverage Ratio as it applies to each applicable the Borrower; (ii) a Borrower may not be a lender of an Interfund Loan at any time during which such the Borrower has any Loan outstanding; (iii) if, at any time, an Interfund Loan is outstanding to a Borrower that has any Loans outstanding as well, and if at such time the Asset Coverage Ratio for such the Borrower shall be less than the required Asset Coverage Ratio for such the Borrower pursuant to this Agreement, then such the Borrower shall repay such outstanding Interfund Loans and Loans on a pro rata basis and on the same repayment schedule (subject, in any and all eventsevent, to such Borrower’s 's obligation to prepay in accordance with Section 2.6(b)) hereof) to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such the Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (iv) if any payment with respect to an Interfund Loan would cause the Asset Coverage Ratio for a Borrower to be less than the required Asset Coverage Ratio for such Borrower pursuant to this Agreement, then such the Borrower shall make any payments with respect to such outstanding Interfund Loans on a pro rata basis with payments with respect to Loans to the extent necessary to ensure that the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement; (v) a default by a Borrower with respect to an Interfund Loan shall constitute an Event of Default with respect to such the Borrower for purposes of this Agreement; (vi) if a Default or Event of Default with respect to a Borrower has occurred and is continuing under this Agreement other than as specified above in Section 2.17(a)(iii), then any payments made with respect to outstanding Interfund Loans shall be made on a pro rata basis with payments with respect to Loans until such Default or Event of Default is cured or waived; (vii) if at any time a Borrower should secure an Interfund Loan or Interfund Loans with collateral, then such the Borrower shall collateralize each Loan to such Borrower under this Agreement (I) in substantially the same manner and to substantially the same extent as is required with respect to each Interfund Loan to such the Borrower, as more particularly described in the applicable Interfund Lending Exemptive Order and (II) with collateral having substantially the same liquidity and substantially similar credit characteristics as that of the collateral securing such Interfund Loan or Interfund Loans, provided that the collateral coverage percentage ratio for Loans shall not be less than the greater of (x) 102% or (y) the collateral coverage ratio for Interfund Loans; and (viii) for purposes of calculating the Asset Coverage Ratio of a Borrower, the amount equal to the aggregate value of the collateral securing an Interfund Loan or Loan minus the amount of such Interfund Loan or Loan, respectively, shall be subtracted from the value of Total Assets in the numerator of such Asset Coverage Ratio. (b) Without otherwise limiting the purposes for which proceeds of a Loan may be used as specified in Section 5.85.8 of this Agreement, a Borrower shall be expressly permitted to use the proceeds of a Loan to repay an outstanding Interfund Loan of such the Borrower, subject to the conditions set forth in paragraph (a) of this Section 2.17 and the other conditions of this Agreement (including without limitation Section 5.85.8 hereof).