Common use of Overdraft Facility Clause in Contracts

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fund, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The purpose of such Overdrafts is to temporarily finance extraordinary or emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing ("Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for the benefit of the Fund and for Assets allocated to any other Overdraft or loan made hereunder); provided, however, the Custodian shall promptly notify the Fund in writing of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted herein.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the applicable Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the applicable Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the applicable Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the applicable Fund. The Custodian and each Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the such Fund. The Custodian shall promptly notify the each applicable Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the such Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for At the benefit request of the Fund Custodian, each applicable Fund, on behalf of one or more of its Portfolios, shall pledge, assign and grant to the Custodian a security interest in certain specified securities of the applicable Portfolio, as security for Assets allocated Overdrafts provided to any other Overdraft or loan made hereunder); providedsuch Portfolio, howeverunder the terms and conditions set forth in Appendix "C" attached hereto. Notwithstanding anything herein to the contrary, except to the extent expressly provided for in Appendix "C", the Custodian hereby waives and agrees that it shall promptly notify not claim, assert or enforce a lien, encumbrance or security interest in any of the Fund in writing assets of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted hereinPortfolio.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the applicable Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. In the event of an overdraft to a Transfer Agent Account, upon request by the Custodian, the Funds shall promptly identify which Funds or which of their Portfolios are responsible for such overdraft in such Transfer Agent Accounts. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the applicable Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the applicable Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the applicable Fund. The Custodian and each Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the such Fund. The Custodian shall promptly notify the each applicable Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the such Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for At the benefit request of the Fund Custodian, each applicable Fund, on behalf of one or more of its Portfolios, shall pledge, assign and grant to the Custodian a security interest in certain specified securities of the applicable Portfolio, as security for Assets allocated Overdrafts provided to any other Overdraft or loan made hereunder); providedsuch Portfolio, howeverunder the terms and conditions set forth in Appendix "C" attached hereto. Notwithstanding anything herein to the contrary, except to the extent expressly provided for in Appendix "C", the Custodian hereby waives and agrees that it shall promptly notify not claim, assert or enforce a lien, encumbrance or security interest in any of the Fund in writing assets of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted hereinPortfolio.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the applicable Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the applicable Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the applicable Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the applicable Fund. The Custodian and each Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the such Fund. The Custodian shall promptly notify the each applicable Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the such Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for At the benefit request of the Fund Custodian, each applicable Fund, on behalf of one or more of its Portfolios, shall pledge, assign and for Assets allocated grant to any other Overdraft or loan made hereunder); provided, however, the Custodian shall promptly notify a security interest in certain specified securities of the Fund applicable Portfolio, as security for Overdrafts provided to such Portfolio, under the terms and conditions set forth in writing of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off)Appendix "C" attached hereto. ARTICLE III PROPER INSTRUCTIONS, any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted hereinSPECIAL INSTRUCTIONS AND RELATED MATTERS Section 3.01.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the applicable Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the applicable Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the applicable Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the applicable Fund. The Custodian and each Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the such Fund. The Custodian shall promptly notify the each applicable Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the such Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for At the benefit request of the Fund Custodian, each applicable Fund, on behalf of one or more of its Portfolios, shall pledge, assign and for Assets allocated grant to any other Overdraft or loan made hereunder); provided, however, the Custodian shall promptly notify a security interest in certain specified securities of the Fund applicable Portfolio, as security for Overdrafts provided to such Portfolio, under the terms and conditions set forth in writing of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted hereinAppendix "C" attached hereto.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "“Overdraft"”) to the applicable Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. In the event of an overdraft to a Transfer Agent Account, upon request by the Custodian, the Funds shall promptly identify which Funds or which of their Portfolios are responsible for such overdraft in such Transfer Agent Accounts. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the applicable Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the applicable Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the applicable Fund. The Custodian and each Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the such Fund. The Custodian shall promptly notify the each applicable Fund in writing ("an “Overdraft Notice"”) of any Overdraft by facsimile transmission or in such other manner as the such Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for At the benefit request of the Fund Custodian, each applicable Fund, on behalf of one or more of its Portfolios, shall pledge, assign and grant to the Custodian a security interest in certain specified securities of the applicable Portfolio, as security for Assets allocated Overdrafts provided to any other Overdraft or loan made hereunder); providedsuch Portfolio, howeverunder the terms and conditions set forth in Appendix “C” attached hereto. Notwithstanding anything herein to the contrary, except to the extent expressly provided for in Appendix “C”, the Custodian hereby waives and agrees that it shall promptly notify not claim, assert or enforce a lien, encumbrance or security interest in any of the Fund in writing assets of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted hereinPortfolio.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The Custodian and the Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for At the benefit request of the Fund and for Assets allocated to any other Overdraft or loan made hereunder); provided, howeverCustodian, the Custodian Fund, on behalf of a Portfolio, shall promptly notify the Fund in writing of any intent pledge, assign and grant to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled a security interest in certain specified securities of the Portfolio, as security for Overdrafts provided to with respect to Overdrafts is such Portfolio, under the right of set-off granted hereinterms and conditions set forth in Appendix "C" attached hereto.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the applicable Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the applicable Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the applicable Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the applicable Fund. The Custodian and each Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the such Fund. The Custodian shall promptly notify the each applicable Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the such Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for At the benefit request of the Fund Custodian, each applicable Fund, on behalf of one or more of its Portfolios, shall pledge, assign and grant to the Custodian a security interest in certain specified securities of the applicable Portfolio, as security for Assets allocated Overdrafts provided to any other Overdraft or loan made hereunder); providedsuch Portfolio, howeverunder the terms and conditions set forth in Appendix "C" attached hereto. Notwithstanding anything herein to the contrary, except to the extent expressly provided for in Appendix C, the Custodian hereby waives and agrees that it shall promptly notify not claim, assert or enforce a lien, encumbrance or security interest in any of the Fund in writing assets of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted hereinPortfolio.

Overdraft Facility. In To the extent permitted by applicable law, in the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the applicable Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the applicable Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the applicable Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the applicable Fund. The Custodian and each Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the such Fund. The Custodian shall promptly notify the each applicable Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the such Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for At the benefit request of the Fund Custodian, each applicable Fund, on behalf of one or more of its Portfolios, shall pledge, assign and grant to the Custodian a security interest in certain specified securities of the applicable Portfolio, as security for Assets allocated Overdrafts provided to any other Overdraft or loan made hereunder); providedsuch Portfolio, howeverunder the terms and conditions set forth in Appendix "C" attached hereto. Notwithstanding anything herein to the contrary, except to the extent expressly provided for in Appendix C, the Custodian shall promptly notify the Fund in writing of any intent to exercise a right of set-off against Assets hereunder hereby waives and agrees that it shall not exercise claim, assert or enforce a lien, encumbrance or security interest in any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after assets of the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereonPortfolios. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted herein.ARTICLE III PROPER

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fund, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The purpose of such Overdrafts is to temporarily finance extraordinary or emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing ("Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for the benefit of the Fund and for Assets allocated to any other Overdraft or loan made hereunder); provided, however, the Custodian shall promptly notify the Fund in writing of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-set- off granted herein.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fund, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft Subject to the date terms and conditions of payment in full by the Fund at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The purpose of such Overdrafts is to temporarily finance extraordinary or emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing ("Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for the benefit of the Fund and for Assets allocated to any other Overdraft or loan made hereunder); provided, however, the Custodian shall promptly notify the Fund in writing of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable lawthis Credit Agreement, including, without limitation, the Uniform Commercial Codeconditions of this ss.2.10, each of the Borrowing Subsidiaries may from time to time between the date hereof and the Revolving Credit Loan Maturity Date (i) utilize an overdraft facility on a Sterling-denominated current account with the Overdraft Bank in the name of the applicable Borrowing Subsidiary (the "Overdraft Facility") by causing checks or other items denominated in Sterling to be presented for payment against such current account in amounts greater than the then available balance in such current account and (ii) request that the Overdraft Bank agree to issue Collateral Instruments to or for the account of the Borrowing Subsidiaries upon receipt by it of a duly-completed and executed Counter Indemnity the requesting Borrowing Subsidiary in respect of each such Collateral Instrument, in form and substance satisfactory to the Overdraft Bank provided that the aggregate amount of all liabilities of the Borrowing Subsidiaries in respect of the Overdraft Facility and all such Counter Indemnities (whether contingent or otherwise) (the "Total Overdraft Usage") shall not exceed the Maximum Overdraft Amount. As to the Overdraft Facility, each such presentation shall be deemed to be a request by the applicable Borrowing Subsidiary for a utilization of the Overdraft Facility in an amount equal to the excess of such check or other item over such available balance, and shall be irrevocable. Notwithstanding the foregoing, at no time shall the Total Overdraft Usage exceed the Maximum Overdraft Amount. After the occurrence of an Event of Default, the only rights or remedies which Overdraft Bank may terminate the Custodian is entitled Overdraft Facility in its entirety and reduce the Maximum Overdraft Amount to zero with respect immediate effect at its sole discretion by written notice to Overdrafts is the right Borrowers, and the entire principal amount of set-off granted hereinthe debit balance in the Overdraft Facility, together with all interest accrued thereon, shall become immediately due and payable. The entire principal amount of the debit balance in the Overdraft Facility, together with all interest accrued thereon, shall be due and payable on the Revolving Credit Loan Maturity Date.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "“Overdraft"”) to the Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. In the event of an overdraft to a Transfer Agent Account, upon request by the Custodian, the Funds shall promptly identify which Funds or which of their Portfolios are responsible for such overdraft in such Transfer Agent Accounts. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The Custodian and the Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing ("an “Overdraft Notice"”) of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for At the benefit request of the Fund Custodian, the Fund, on behalf of one or more of its Portfolios, shall pledge, assign and grant to the Custodian a security interest in certain specified securities of the applicable Portfolio, as security for Assets allocated Overdrafts provided to any other Overdraft or loan made hereunder); providedsuch Portfolio, howeverunder the terms and conditions set forth in Appendix “C” attached hereto. Notwithstanding anything herein to the contrary, except to the extent expressly provided for in Appendix “C”, the Custodian hereby waives and agrees that it shall promptly notify not claim, assert or enforce a lien, encumbrance or security interest in any of the Fund in writing assets of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted hereinPortfolio.

Overdraft Facility. In To the extent permitted by applicable law, in the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the applicable Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the applicable Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the applicable Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the applicable Fund. The Custodian and each Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the such Fund. The Custodian shall promptly notify the each applicable Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the such Fund and the Custodian may agree in writingagree. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for At the benefit request of the Fund Custodian, each applicable Fund, on behalf of one or more of its Portfolios, shall pledge, assign and grant to the Custodian a security interest in certain specified securities of the applicable Portfolio, as security for Assets allocated Overdrafts provided to any other Overdraft or loan made hereunder); providedsuch Portfolio, howeverunder the terms and conditions set forth in Appendix "C" attached hereto. Notwithstanding anything herein to the contrary, except to the extent expressly provided for in Appendix C, the Custodian shall promptly notify the Fund in writing of any intent to exercise a right of set-off against Assets hereunder hereby waives and agrees that it shall not exercise claim, assert or enforce a lien, encumbrance or security interest in any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after assets of the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereonPortfolios. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted herein.ARTICLE III PROPER

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "“Overdraft"”) to the Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The Custodian and the Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing ("an “Overdraft Notice"”) of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for At the benefit request of the Fund Custodian, the Fund, on behalf of one or more of its Portfolios, shall pledge, assign and grant to the Custodian a security interest in certain specified securities of the applicable Portfolio, as security for Assets allocated Overdrafts provided to any other Overdraft or loan made hereunder); providedsuch Portfolio, howeverunder the terms and conditions set forth in Appendix “C” attached hereto. Notwithstanding anything herein to the contrary, except to the extent expressly provided for in Appendix “C”, the Custodian hereby waives and agrees that it shall promptly notify not claim, assert or enforce a lien, encumbrance or security interest in any of the Fund in writing assets of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted hereinPortfolio.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fund, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft Subject to the date terms and conditions of payment in full by the Fund at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The purpose of such Overdrafts is to temporarily finance extraordinary or emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing ("Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for the benefit of the Fund and for Assets allocated to any other Overdraft or loan made hereunder); provided, however, the Custodian shall promptly notify the Fund in writing of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable lawthis Credit Agreement, including, without limitation, the Uniform Commercial Codeconditions of this ss.2.11, each of Genrad Europe and Genrad Ltd. may from time to time between the date hereof and the Revolving Credit Loan Maturity Date (i) utilize an overdraft facility on a Sterling-denominated current account with the Overdraft Bank in the name of Genrad Europe or Genrad Ltd., as the case may be, (the "Overdraft Facility") by causing checks or other items denominated in Sterling to be presented for payment against such current account in amounts greater than the then available balance in such current account and (ii) request that the Overdraft Bank agree to issue Collateral Instruments to or for the account of Genrad Europe and Genrad Ltd., as the case may be upon receipt by it of a duly-completed and executed Counter Indemnity from Genrad Europe or Genrad Ltd., as the case may be, in respect of each such Collateral Instrument, in form and substance satisfactory to the Overdraft Bank provided that the aggregate amount of all liabilties of Genrad Europe and Genrad Ltd. in respect of the Overdraft Facility and all such Counter Indemnities (whether contingent or otherwise) (the "Total Overdraft Usage") shall not esceed the Maximum Overdraft Amount . As to the Overdraft Facility, each such presentation shall be deemed to be a request by Genrad Europe or Genrad Ltd., as the case may be, for a utilization of the Overdraft Facility in an amount equal to the excess of such check or other item over such available balance, and shall be irrevocable. Notwithstanding the foregoing, at no time shall the Total Overdraft Usage exceed the Maximum Overdraft Amount. After the occurrence of an Event of Default, the only rights or remedies which Overdraft Bank may terminate the Custodian is entitled Overdraft Facility in its entirety and reduce the Maximum Overdraft Amount to zero with respect immediate effect at its sole discretion by written notice to Overdrafts is the right Company, Genrad Europe and Genrad Ltd., and the entire principal amount of set-off granted hereinthe debit balance in the Overdraft Facility, together with all interest accrued thereon, shall become immediately due and payable. The entire principal amount of the debit balance in the Overdraft Facility, together with all interest accrued thereon, shall be due and payable on the Revolving Credit Loan Maturity Date.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The Custodian and the Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for At the benefit request of the Fund Custodian, the Fund, on behalf of one or more of its Portfolios, shall pledge, assign and grant to the Custodian a security interest in certain specified securities of the applicable Portfolio, as security for Assets allocated Overdrafts provided to any other Overdraft or loan made hereunder); providedsuch Portfolio, howeverunder the terms and conditions set forth in Appendix "C" attached hereto. Notwithstanding anything herein to the contrary, except to the extent expressly provided for in Appendix "C", the Custodian hereby waives and agrees that it shall promptly notify not claim, assert or enforce a lien, encumbrance or security interest in any of the Fund in writing assets of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted hereinPortfolio.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fund, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund on behalf of the Fund, in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund on behalf of the Fund at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The Custodian and the Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for At the benefit request of the Fund and for Assets allocated to any other Overdraft or loan made hereunder); provided, howeverCustodian, the Fund, shall pledge, assign and grant to the Custodian shall promptly notify the Fund a security interest in writing certain specified securities of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent , as security for Overdrafts provided to exercise a right of set-off)the Fund, any Overdraft, together with all accrued interest thereon. Notwithstanding under the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted hereinterms and conditions set forth in Appendix "B" attached hereto.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fund, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft Subject to the date terms and conditions of payment in full by the Fund at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The purpose of such Overdrafts is to temporarily finance extraordinary or emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing ("Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for the benefit of the Fund and for Assets allocated to any other Overdraft or loan made hereunder); provided, however, the Custodian shall promptly notify the Fund in writing of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable lawthis Agreement, including, without limitation, the Uniform Commercial Codeconditions of this (S)2.9, Tier UK may from time to time between the date hereof and the Revolving Credit Termination Date (i) utilize an overdraft facility on a Sterling-denominated current account with the Overdraft Bank in the name of Tier UK (the "Overdraft Facility") by causing checks or other items denominated in Sterling to be presented for payment against such current account in amounts greater than the then available balance in such current account and (ii) request that the Overdraft Bank agree to issue Collateral Instruments to or for the account of Tier UK upon receipt by it of a duly-completed and executed Counter Indemnity from Tier UK in respect of each such Collateral Instrument, in form and substance satisfactory to the Overdraft Bank provided that the aggregate amount of all liabilities of Tier UK in respect of the Overdraft Facility and all such Counter Indemnities (whether contingent or otherwise) (the "Total Overdraft Usage") shall not exceed the Maximum Overdraft Amount and, in addition, the only rights Total Overdraft Usage shall not at any time exceed the lesser of the Borrowing Base and the Availability. As to the Overdraft Facility, each such presentation shall be deemed to be a request by Tier UK for a utilization of the Overdraft Facility in an amount equal to the excess of such check or remedies which other item over such available balance, and shall be irrevocable. Notwithstanding the Custodian is entitled foregoing, at no time shall the Total Overdraft Usage exceed the Maximum Overdraft Amount and, in addition, the Total Overdraft Usage shall not at any time exceed the lesser of the Borrowing Base and the Availability. After the occurrence of an Event of Default, the Overdraft Bank may terminate the Overdraft Facility in its entirety and reduce the Maximum Overdraft Amount to zero with respect immediate effect at its sole discretion by written notice to Overdrafts is the right Company and Tier UK, and the entire principal amount of set-off granted hereinthe debit balance in the Overdraft Facility, together with all interest accrued thereon, shall become immediately due and payable. The entire principal amount of the debit balance in the Overdraft Facility, together with all interest accrued thereon, shall be due and payable on the Revolving Credit Termination Date.

Overdraft Facility. In We agree to make available to you an on demand overdraft facility and, pursuant thereto, to advance to your Unallocated Account from time to time such number of Gold ounces as may be needed in order for us to fully allocate all of the event Gold standing to your credit in your Unallocated Account (after repayment to us of any overdraft balance existing prior to such allocation as provided hereafter in this clause 7.7) to your Allocated Account pursuant to clause 7.6 hereof, provided that the Custodian maximum amount of Bullion that we will make available to you pursuant to the Facility is directed 430 fine ounces. We shall not charge you any fees, interests or costs in connection with the facility. Any amount of Bullion advanced by Proper Instructions us shall not create any right, charge, security interest, lien or claim against the Bullion held in a Fund’s Allocated Account. Without limiting our right to make repayment as hereafter provided, we will not have any payment right to set off against the Bullion held in a Fund’s Allocated Account or transfer the Gold standing to a Fund’s credit in its Unallocated Account any claim or amount related to any amount of funds on behalf Bullion advanced by us. We shall identify in our books and records and in the reports we send to you any overdraft balance in a Fund’s Unallocated Account as of the Fund for which there would be, at the close of business on the date of such payment or transferreports. Each Fund agrees that, insufficient funds held by on each Business Day, we may repay ourselves the Custodian on behalf of the Fund, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The purpose of such Overdrafts is to temporarily finance extraordinary or emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing ("Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for the benefit of the Fund and for Assets allocated to any other Overdraft or loan made hereunder); provided, however, the Custodian shall promptly notify the Fund in writing of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to overdraft with respect to Overdrafts is a Fund from, and to the extent of, the positive balance of such Fund’s Unallocated Account determined taking into account all credits to and debits from the Fund’s Unallocated Account on such Business Day but prior to the execution of the standing instruction to allocate contained in clause 7.6. We shall have the right to immediately repay ourselves the full amount of set-off granted hereinany overdraft with respect to a Fund existing at the time of a termination of this Agreement or in the event of, and prior to, a full withdrawal of the aggregate balance of the Bullion standing in such Fund’s Allocated Account and Unallocated Account.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fund, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The purpose of such Overdrafts is to temporarily finance extraordinary or emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing ("Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for the benefit of the Fund and for Assets allocated to any other Overdraft or loan made hereunder); provided, however, the Custodian shall promptly notify the Fund in writing of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted herein.. ARTICLE III PROPER

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fund, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The purpose of such Overdrafts is to temporarily finance extraordinary or emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing ("Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for the benefit of the Fund and for Assets allocated to any other Overdraft or loan made hereunder); provided, however, the Custodian shall promptly notify the Fund in writing of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted herein.. ARTICLE III PROPER INSTRUCTIONS,

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the applicable Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the applicable Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the applicable Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the applicable Fund. The Custodian and each Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, to meet emergency expenses not reasonably foreseeable by the Fundsuch Fund or for any other permissible purpose. The Custodian shall promptly notify the each applicable Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the such Fund and the Custodian may agree in writing. The To the extent Custodian advances funds to the Fund on behalf of a Portfolio to settle purchases or sales of financial assets for the Portfolio's securities account, Custodian shall have a right security interest in the financial assets which are the subject of set-off against all Assets (except for Assets held such purchase or sale, until Custodian has been repaid the amount of such advance by the Fund. The Custodian's security interest in a segregated margin account or otherwise pledged in connection with options or futures contracts held for such financial assets shall automatically release upon the benefit Fund's repayment of such advance to Custodian. Without limitation to Custodian's rights under the preceding sentence, at the request of the Fund Custodian, each applicable Fund, on behalf of one or more of its Portfolios, to the extent it may do so without being deemed to have created an encumbrance on its assets which would make its assets ineligible to cover its "senior security" positions within the meaning of Section 18 of the 1940 Act, shall pledge, assign and grant to the Custodian a security interest in certain specified securities of the applicable Portfolio, as security for Assets allocated Overdrafts provided to any other Overdraft such Portfolio, under the terms and conditions set forth in Appendix C attached hereto. Except to the extent expressly provided for in this Section 2.29 or loan made hereunder); provided, howeverAppendix C, the Custodian hereby waives and agrees that it shall promptly notify not have any claim, assert or enforce a lien, encumbrance, security interest or rights of set off in any of the Fund in writing assets of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted hereinPortfolio.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fund, the Custodian may, in its sole discretion, provide an overdraft (an "“Overdraft"”) to the Fund in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The purpose of such Overdrafts is to temporarily finance extraordinary or emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing ("“Overdraft Notice"”) of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for the benefit of the Fund and for Assets allocated to any other Overdraft or loan made hereunder); provided, however, the Custodian shall promptly notify the Fund in writing of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's ’s receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted herein.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the applicable Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the applicable Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the applicable Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the applicable Fund. The Custodian and each Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the such Fund. The Custodian shall promptly notify the each applicable Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the such Fund and the Custodian may agree in writing. The At the request of the Custodian, each applicable Fund, on behalf of one or more of its Portfolios, shall pledge, assign and grant to the Custodian a security interest in certain specified securities of the applicable Portfolio, as security for Overdrafts provided to such Portfolio, under the terms and conditions set forth in Appendix "C" attached hereto. Notwithstanding anything herein to the contrary, except to the extent expressly provided for in Appendix "C", the Custodian hereby waives and agrees that it shall have not claim, assert or enforce a right lien, encumbrance or security interest in any of set-off against all Assets (the assets of any Portfolio, except for Assets held in a segregated margin account any lien, encumbrance or otherwise pledged security interest created by operation of law in connection with options or futures contracts held for the benefit of the Fund and for Assets allocated to any other Overdraft or loan made hereunder); provided, however, the Custodian shall promptly notify the Fund in writing of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted hereinsettlement process.

Overdraft Facility. In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund a Portfolio for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fundsuch Portfolio, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund on behalf of such Portfolio, in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business dayBusiness Day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund on behalf of the applicable Portfolio at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The Custodian and the Fund acknowledge that the purpose of such Overdrafts is to temporarily finance extraordinary the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for At the benefit request of the Fund Custodian, the Fund, on behalf of one or more of its Portfolios, shall pledge, assign and grant to the Custodian a security interest in certain specified securities of the applicable Portfolio, as security for Assets allocated Overdrafts provided to any other Overdraft or loan made hereunder); providedsuch Portfolio, howeverunder the terms and conditions set forth in APPENDIX "B" attached hereto. Notwithstanding anything herein to the contrary, except to the extent expressly provided for in APPENDIX "B", the Custodian hereby waives and agrees that it shall promptly notify not claim, assert or enforce a lien, encumbrance or security interest in any of the Fund in writing assets of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted hereinPortfolio.