Common use of Negative Covenants of the Borrowers Clause in Contracts

Negative Covenants of the Borrowers. Until such time as all amounts of principal and interest due to the Bank by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such Borrower, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) Not to incur any indebtedness for borrowed money (other than pursuant to a $750,000,000 uncommitted master revolving credit facility with USAA Capital Corporation (the "Other Facility") and overdrafts incurred at the custodian of the Funds from time to time in the ordinary course of business) except the Loans, without the prior written consent of the Bank, which consent will not be unreasonably withheld; and (b) Not to dissolve or terminate its existence, or merge or consolidate with any other person or entity, or sell all or substantially all of its assets in a single transaction or series of related transactions (other than assets consisting of margin stock), each without the prior written consent of the Bank, which consent will not be unreasonably withheld; provided that a Borrower may without such consent merge, consolidate with, or purchase substantially all of the assets of, or sell substantially all of its assets to, an affiliated investment company or series thereof, as provided for in Rule 17a-8 of the Investment Company Act of 1940.

Negative Covenants of the Borrowers. Until such time as all amounts of principal and interest due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank Facility is no longer obligated to make Loans to such Borrowerterminated, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) Not to incur any indebtedness for borrowed money (other than pursuant to a the One Hundred Million Dollar ($750,000,000 uncommitted master revolving credit facility 100,000,000) committed Master Revolving Credit Facility with USAA Capital Corporation (the "Other Facility") NationsBank and for overdrafts incurred at the custodian of the Funds from time to time in the ordinary normal course of business) except the Loans, without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; and (b) Not to dissolve or terminate its existence, or merge or consolidate with any other person or entity, or sell all or substantially all of its assets in a single transaction or series of related transactions (other than assets consisting of margin stock), each without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; provided that a Borrower may without such consent merge, consolidate with, or purchase substantially all of the assets of, or sell substantially all of its assets to, an affiliated investment company or series thereof, as provided for in Rule 17a-8 of the Investment Company Act of 1940.

Negative Covenants of the Borrowers. Until such time as all amounts of principal principal, interest and interest other sums due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank CAPCO is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund, such Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) Not Unless CAPCO has breached its obligations to lend hereunder or becomes insolvent or the subject of a receivership proceeding, not to incur any indebtedness for borrowed money (other than OTHER THAN (i) pursuant to a U.S. $750,000,000 uncommitted 100,000,000 committed master revolving credit facility with USAA Capital Corporation Bank of America N.A. (the "Other FacilityOTHER FACILITY") and (ii) overdrafts incurred at the custodian of the Funds from time to time in the ordinary course of business) except EXCEPT the Loans, without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; and (b) Not to dissolve or terminate its existence, or merge or consolidate with any other person or entity, or sell all or substantially all of its assets in a single transaction or series of related transactions (other than OTHER THAN assets consisting of margin stock), each without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; provided that PROVIDED THAT a Borrower or Fund may without such consent merge, consolidate with, or purchase substantially all of the assets of, or sell substantially all of its assets to, an affiliated investment company or series thereof, as provided for in Rule 17a-8 of under the Investment Company Act of 1940.

Negative Covenants of the Borrowers. Until such time as all amounts of principal principal, interest and interest other sums due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank CAPCO is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund, such Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) Not Unless CAPCO has breached its obligations to lend hereunder or becomes insolvent or the subject of a receivership proceeding, not to incur any indebtedness for borrowed money (other than OTHER THAN (i) pursuant to a U.S. $750,000,000 uncommitted master revolving credit facility 100,000,000 Credit Agreement with USAA Capital Corporation State Street and Bank of America previously referenced in Paragraph 3 above (the "Other FacilityOTHER FACILITY") and (ii) overdrafts incurred at the custodian of the Funds from time to time in the ordinary course of business) except EXCEPT the Loans, without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; and (b) Not to dissolve or terminate its existence, or merge or consolidate with any other person or entity, or sell all or substantially all of its assets in a single transaction or series of related transactions (other than OTHER THAN assets consisting of margin stock), each without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; provided that PROVIDED THAT a Borrower or Fund may without such consent merge, consolidate with, or purchase substantially all of the assets of, or sell substantially all of its assets to, an affiliated investment company or series thereof, as provided for in Rule 17a-8 of under the Investment Company Act of 1940.

Negative Covenants of the Borrowers. Until such time as all amounts of principal and interest due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank Facility is no longer obligated to make Loans to such Borrowerterminated, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) Not to incur any indebtedness for borrowed money (other than pursuant to a the One Hundred Million Dollar ($750,000,000 uncommitted master revolving credit facility 100,000,000) committed Master Revolving Credit Facility with USAA Capital Corporation Bank of America, the Two Hundred Fifty Million Dollar (the "Other Facility"$250,000,000) committed Master Revolving Credit Facility with CAPCO and for overdrafts incurred at the custodian of the Funds from time to time in the ordinary normal course of business) except the Loans, without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; and (b) Not to dissolve or terminate its existence, or merge or consolidate with any other person or entity, or sell all or substantially all of its assets in a single transaction or series of related transactions (other than assets consisting of margin stock), each without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; provided that a Borrower may without such consent merge, consolidate with, or purchase substantially all of the assets of, or sell substantially all of its assets to, an affiliated investment company or series thereof, as provided for in Rule 17a-8 of the Investment Company Act of 1940.

Negative Covenants of the Borrowers. Until such time as all amounts of principal principal, interest and interest other sums due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank CAPCO is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund, such Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) Not Unless CAPCO has breached its obligations to lend hereunder or becomes insolvent or the subject of a receivership proceeding, not to incur any indebtedness for borrowed money (other than pursuant to a $750,000,000 uncommitted master revolving credit facility with USAA Capital Corporation (the "Other Facility") and overdrafts incurred at the custodian of the Funds from time to time in the ordinary course of business) except EXCEPT the Loans, without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; and (b) Not to dissolve or terminate its existence, or merge or consolidate with any other person or entity, or sell all or substantially all of its assets in a single transaction or series of related transactions (other than OTHER THAN assets consisting of margin stock), each without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; provided that PROVIDED THAT a Borrower or Fund may without such consent merge, consolidate with, or purchase substantially all of the assets of, or sell substantially all of its assets to, an affiliated investment company or series thereof, as provided for in Rule 17a-8 of under the Investment Company Act of 1940.

Negative Covenants of the Borrowers. Until such time as all amounts of principal and interest due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank Facility is no longer obligated to make Loans to such Borrowerterminated, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) Not to incur any indebtedness for borrowed money (other than pursuant to a the One Hundred Million Dollar ($750,000,000 100,000,000) committed Master Revolving Credit Facility with Bank of America, the Five Hundred Million Dollar ($500,000,000) uncommitted master revolving credit facility Master Revolving Credit Facility with USAA Capital Corporation (the "Other Facility") CAPCO and for overdrafts incurred at the custodian of the Funds from time to time in the ordinary normal course of business) except the Loans, without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; and (b) Not to dissolve or terminate its existence, or merge or consolidate with any other person or entity, or sell all or substantially all of its assets in a single transaction or series of related transactions (other than assets consisting of margin stock), each without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; provided that a Borrower may without such consent merge, consolidate with, or purchase substantially all of the assets of, or sell substantially all of its assets to, an affiliated investment company or series thereof, as provided for in Rule 17a-8 of the Investment Company Act of 1940.

Negative Covenants of the Borrowers. Until such time as all amounts of principal principal, interest and interest other sums due to the Bank by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund, such Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) Not to incur any indebtedness for borrowed money (other than pursuant to a $750,000,000 uncommitted 400,000,000 committed master revolving credit facility with USAA Capital Corporation (the "Other FacilityOTHER FACILITY") and overdrafts incurred at the custodian of the Funds from time to time in the ordinary course of business) except the Loans, without the prior written consent of the Bank, which consent will not be unreasonably withheld; and (b) Not to dissolve or terminate its existence, or merge or consolidate with any other person or entity, or sell all or substantially all of its assets in a single transaction or series of related transactions (other than assets consisting of margin stock), each without the prior written consent of the Bank, which consent will not be unreasonably withheld; provided that a Borrower or Fund may without such consent merge, consolidate with, or purchase substantially all of the assets of, or sell substantially all of its assets to, an affiliated investment company or series thereof, as provided for in Rule 17a-8 of the Investment Company Act of 1940.

Negative Covenants of the Borrowers. Until such time as all amounts of principal principal, interest and interest other sums due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank CAPCO is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund, such Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) Not to incur any indebtedness for borrowed money (other than pursuant to a $750,000,000 uncommitted 100,000,000 committed master revolving credit facility with USAA Capital Corporation Bank of America (the "Other FacilityOTHER FACILITY") and overdrafts incurred at the custodian of the Funds from time to time in the ordinary course of business) except the Loans, without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; and (b) Not to dissolve or terminate its existence, or merge or consolidate with any other person or entity, or sell all or substantially all of its assets in a single transaction or series of related transactions (other than assets consisting of margin stock), each without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; provided that a Borrower or Fund may without such consent merge, consolidate with, or purchase substantially all of the assets of, or sell substantially all of its assets to, an affiliated investment company or series thereof, as provided for in Rule 17a-8 of the Investment Company Act of 1940.

Negative Covenants of the Borrowers. Until such time as all amounts of principal principal, interest and interest other sums due to the Bank CapCo by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank CapCo is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund, such the Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) Not Unless CapCo has breached its obligations to lend hereunder or becomes insolvent or the subject of a receivership proceeding, not to incur any indebtedness for borrowed money (other than pursuant to a $750,000,000 uncommitted master revolving credit facility with USAA Capital Corporation (the "Other Facility") and overdrafts incurred at the custodian of the Funds from time to time in the ordinary course of business) except the Loans, without the prior written consent of the BankCapCo, which consent will not be unreasonably withheld; and (b) Not to dissolve or terminate its existence, or merge or consolidate with any other person or entity, or sell all or substantially all of its assets in a single transaction or series of related transactions (other than assets consisting of margin stock), each without the prior written consent of the BankCapCo, which consent will not be unreasonably withheld; provided that a Borrower or Fund may without such consent merge, consolidate with, or purchase substantially all of the assets of, or sell substantially all of its assets to, an affiliated investment company or series thereof, as provided for in Rule 17a-8 of under the Investment Company Act of 1940.

Negative Covenants of the Borrowers. Until such time as all amounts of principal and interest due to the Bank by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such Borrower, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) Not to incur any indebtedness for borrowed money (other than pursuant to a $750,000,000 uncommitted master revolving credit facility with USAA Capital Corporation (the "Other Facility") and overdrafts incurred at the custodian of the Funds from time to time in the ordinary course of business) except the Loans, without the prior prio r written consent of the Bank, which consent will not be unreasonably withheld; and (b) Not to dissolve or terminate its existence, or merge or consolidate with any other person or entity, or sell all or substantially all of its assets in a single transaction or series of related transactions (other than assets consisting of margin stock), each without the prior written consent of the Bank, which consent will not be unreasonably withheld; provided that a Borrower may without such consent merge, consolidate with, or purchase substantially all of the assets of, or sell substantially all of its assets to, an affiliated investment company or series thereof, as provided for in Rule 17a-8 of the Investment Company Act of 1940.

Negative Covenants of the Borrowers. Until such time as all amounts of principal principal, interest and interest other sums due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower for the benefit of the applicable Fund(s) is irrevocably paid in full, and until the Bank CAPCO is no longer obligated to make Loans to such BorrowerBorrower for the benefit of the applicable Fund, such Borrower (for itself and on behalf of its respective FundsFund(s)) severally agrees: (a) Not to incur any indebtedness for borrowed money (other than pursuant to a $750,000,000 uncommitted 100,000,000 committed master revolving credit facility with USAA Capital Corporation Bank of America (the "Other Facility") and overdrafts incurred at the custodian of the Funds from time to time in the ordinary course of business) except the Loans, without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; and (b) Not to dissolve or terminate its existence, or merge or consolidate with any other person or entity, or sell all or substantially all of its assets in a single transaction or series of related transactions (other than assets consisting of margin stock), each without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; provided that a Borrower or Fund may without such consent merge, consolidate with, or purchase substantially all of the assets of, or sell substantially all of its assets to, an affiliated investment company or series thereof, as provided for in Rule 17a-8 of the Investment Company Act of 1940.

Negative Covenants of the Borrowers. Until such time as all amounts of principal and interest due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank Facility is no longer obligated to make Loans to such Borrowerterminated, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) Not to incur any indebtedness for borrowed money (other than pursuant to a the One Hundred Million Dollar ($750,000,000 100,000,000) committed Master Revolving Credit Facility with NationsBank, the Five Hundred Million Dollar ($500,000,000) uncommitted master revolving credit facility Master Revolving Credit Facility with USAA Capital Corporation (the "Other Facility") CAPCO and for overdrafts incurred at the custodian of the Funds from time to time in the ordinary normal course of business) except the Loans, without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; and (b) Not to dissolve or terminate its existence, or merge or consolidate with any other person or entity, or sell all or substantially all of its assets in a single transaction or series of related transactions (other than assets consisting of margin stock), each without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; provided that a Borrower may without such consent merge, consolidate with, or purchase substantially all of the assets of, or sell substantially all of its assets to, an affiliated investment company or series thereof, as provided for in Rule 17a-8 of the Investment Company Act of 1940.

Negative Covenants of the Borrowers. Until such time as all amounts of principal and interest due to the Bank CAPCO by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank Facility is no longer obligated to make Loans to such Borrowerterminated, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) Not to incur any indebtedness for borrowed money (other than pursuant to a the One Hundred Million Dollar ($750,000,000 uncommitted master revolving credit facility 100,000,000) committed Master Revolving Credit Facility with USAA Capital Corporation NationsBank, the Two Hundred Fifty Million Dollar (the "Other Facility"$250,000,000) committed Master Revolving Credit Facility with CAPCO and for overdrafts incurred at the custodian of the Funds from time to time in the ordinary normal course of business) except the Loans, without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; and (b) Not to dissolve or terminate its existence, or merge or consolidate with any other person or entity, or sell all or substantially all of its assets in a single transaction or series of related transactions (other than assets consisting of margin stock), each without the prior written consent of the BankCAPCO, which consent will not be unreasonably withheld; provided that a Borrower may without such consent merge, consolidate with, or purchase substantially all of the assets of, or sell substantially all of its assets to, an affiliated investment company or series thereof, as provided for in Rule 17a-8 of the Investment Company Act of 1940.