der). Under the terms of this financing, the Levered Fund intends to secure Fund Leverage by pledging all of its assets, including its interests in the Intermediate Fund, to the Lender. Further, the Intermediate Fund will guarantee the Levered Fund's obligations to the Lender and pledge all of its assets, including

Partner, respectively. The Management Company also provides certain administrative and managerial services to the Offshore Fund, the Levered Fund, the Intermediate Fund and other advisory clients. To the extent that fixed asset-based fees and/or performance-based compensation are due to the Management Company, the

hat effect, in connection with the Levered Fund's retention of leverage, the Levered Fund has pledged all of its assets, including its interests in the Intermediate Fund, to the Lender and the Intermediate Fund has, in turn, guaranteed the Levered Fund's obligations to the Lender and pledged all of its assets, inclu