Common use of BORROWERS Clause in Contracts

BORROWERS. Each Borrower and the Guarantor acknowledges, agrees, represents and warrants the following: (i) The Lenders have been induced to make the Loans to the Borrower Parties in part based upon the assurances by each Borrower and the Guarantor that such Borrower and the Guarantor desires that the Obligations under the Loan Documents be honored and enforced as separate obligations of such Borrower or the Guarantor, should Administrative Agent and the Lenders desire to do so. (ii) Notwithstanding the foregoing, Borrowers and the Guarantor shall be and are jointly and severally liable to the Administrative Agent and the Lenders for all representations, warranties, covenants, obligations and indemnities, including, without limitation, the Loans and the other Obligations, and Administrative Agent and the Lenders may at their option enforce the entire amount of the Loans and the other Obligations against any one or more Borrowers or the Guarantor. (iii) Administrative Agent (on behalf of the Lenders) may exercise remedies against each Loan Party and its respective property separately, whether or not Administrative Agent exercises remedies against any other Loan Party or any or its respective property or any Lien on any Collateral. The Administrative Agent may enforce one or more Loan Party’s obligations without enforcing any other Loan Party’s obligations or any Liens on any portion of the Collateral without enforcing any Liens on all or any other portion of the Collateral and vice versa. Any failure or inability of Administrative Agent to enforce one or more Loan Party’s obligations or any such Liens on all or any portion of the Collateral shall not in any way limit Administrative Agent’s right to enforce the obligations of any other Loan Party or any other Liens on all or any portion of the Collateral. If Administrative Agent forecloses or exercises similar remedies under any one or more Collateral Documents, then such foreclosure or similar remedy shall be deemed to reduce the balance of the Obligations only to the extent of the cash proceeds actually realized by the Lenders from such foreclosure or similar remedy or, if applicable, Administrative Agent’s credit bid at such sale, regardless of the effect of such foreclosure or similar remedy on the Obligations secured by such Collateral Documents under the applicable state law.

BORROWERS. Each Borrower and Fund hereby authorizes State Street to effect Loans of Available Securities of the Guarantor acknowledges, agrees, represents and warrants the following: (i) The Lenders have been induced to make the Loans to the Borrower Parties in part based upon the assurances by each Borrower and the Guarantor that such Borrower and the Guarantor desires that the Obligations under the Loan Documents be honored and enforced as separate obligations Fund with any person on State Street’s approved list of such Borrower or the Guarantor, should Administrative Agent and the Lenders desire to do so. (ii) Notwithstanding the foregoing, Borrowers and the Guarantor shall be and are jointly and severally liable to the Administrative Agent and the Lenders for all representations, warranties, covenants, obligations and indemnitiesBorrowers, including, without limitation, State Street Bank and Trust Company and any affiliate thereof (each acting in the Loans capacity of a Borrower, hereafter also referred to as an “SSB Borrower”) which list will be supplied to the Fund on request. Each Fund acknowledges that it is aware that State Street, acting as the Fund’s agent pursuant hereto, is or may be deemed to be the same legal entity as, or affiliated with, SSB Borrower acting as “Borrower” under a Securities Loan Agreement. Each Fund represents that (i) the power granted herein to State Street, as Fund’s agent, to enter into Loan transactions with Borrowers (including any SSB Borrower) and the other Obligationspowers granted to State Street, as agent pursuant hereto, are given as a result of the Fund’s desire to increase its opportunity to lend securities held in its account on commercially reasonable terms, without such loans being considered a breach of State Street’s fiduciary duty, and Administrative Agent are given expressly for the purpose of averting and waiving any prohibitions upon such lending, investment or exercise of such other powers which might otherwise exist in the Lenders absence of such powers, and (ii) transactions effected pursuant to and in compliance with this Agreement and any Securities Loan Agreement (including any Securities Loan Agreement with any SSB Borrower) will not constitute a breach of trust or other fiduciary duty or any other duty by State Street or affiliates thereof. In connection with a Loan to any SSB Borrower pursuant hereto, the Fund shall furnish, and State Street shall cause the applicable SSB Borrower to furnish, to State Street for delivery to the other, upon request (i) the most recent available audited statement of its financial condition, and (ii) the most recent available unaudited statement of its financial condition, if more recent than the audited statement. As long as any Loan to an SSB Borrower is outstanding under this Agreement, the Fund shall, and State Street shall cause the SSB Borrower to, in either case, upon request, also promptly deliver to the other (via State Street) all such recent financial information that is subsequently available, and any other financial information or statements that the other may at their option enforce reasonably request. In the entire amount event any such Loan is effected by State Street to SSB Borrower, State Street hereby covenants and agrees for the benefit of the Loans Fund that it has adopted and the other Obligations against any one or more Borrowers or the Guarantor. (iii) Administrative Agent (implemented procedural safeguards to help ensure that all actions taken by State Street as agent on behalf of the LendersFund in respect of a Loan transaction pursuant hereto will be effected (i) may exercise remedies against each at “arms length” terms, including prices, and (ii) by individuals other than individuals who are acting on behalf of SSB Borrower in its principal capacity as Borrower in the Loan Party and its respective property separately, whether or not Administrative Agent exercises remedies against any other Loan Party or any or its respective property or any Lien on any Collateraltransaction. The Administrative Agent may enforce one or more Loan Party’s obligations without enforcing any other Loan Party’s obligations or any Liens on any portion of the Collateral without enforcing any Liens on all or any other portion of the Collateral and vice versa. Any failure or inability of Administrative Agent to enforce one or more Loan Party’s obligations or any such Liens on all or any portion of the Collateral State Street shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any way limit Administrative AgentLoan or for any Borrower’s right performance of or failure to enforce perform the obligations terms of any other Loan Party or any other Liens on all or any portion of the Collateral. If Administrative Agent forecloses or exercises similar remedies under any one or more Collateral Documents, then such foreclosure or similar remedy shall be deemed to reduce the balance of the Obligations only to the extent of the cash proceeds actually realized by the Lenders from such foreclosure or similar remedy or, if applicable, Administrative Agent’s credit bid at such sale, regardless of the effect of such foreclosure or similar remedy on the Obligations secured by such Collateral Documents under the applicable state lawSecurities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein.

BORROWERS. Each (a) Effective as of the date hereof, each Subsidiary that has executed this Agreement as a Borrower shall be a “Borrower” hereunder and may receive or cause the Company (as agent for such Subsidiary) to receive Loans for the account of such Subsidiary on the terms and conditions set forth in this Agreement. (b) In the event of any proposed Collateral Substitution wherein any Subsidiary which owns the real property proposed to be a Financed Property in connection with such Collateral Substitution is not an existing Borrower, the Company shall designate such Subsidiary as a Borrower and such Subsidiary shall deliver the Guarantor acknowledgesdocuments required by Section 6.05 prior to or substantially simultaneously with such proposed Financed Property entering the Property Pool, agreesincluding the delivery of a Joinder Agreement executed by such Subsidiary identifying such Subsidiary as a Borrower. The parties hereto acknowledge and agree that prior to any such Subsidiary becoming entitled to receive Loans hereunder, represents the Lender shall have received the documents required by Section 6.05. Upon satisfaction of the foregoing requirements and warrants any other requirements herein applicable to any such Subsidiary becoming a Borrower hereunder and any proposed Financed Property entering the following: (i) The Lenders have been induced Property Pool, the Lender agrees to make permit such Borrower to receive Loans hereunder on the Loans to terms and conditions set forth herein, and each of the Borrower Parties in part based upon the assurances by each Borrower and the Guarantor parties agrees that such Borrower and the Guarantor desires that the Obligations under the Loan Documents otherwise shall be honored and enforced as separate obligations a Borrower for all purposes of such Borrower or the Guarantor, should Administrative Agent and the Lenders desire to do sothis Agreement. (iic) Notwithstanding the foregoingany other provision of this Agreement, Borrowers and the Guarantor each Borrower shall be and are jointly and severally liable to as a primary obligor, and not merely as surety, for any and all Obligations, whether voluntary or involuntary and however arising, whether direct or acquired by the Administrative Agent and the Lenders for all representationsLender by assignment or succession, warrantieswhether due or not due, covenantsabsolute or contingent, obligations and indemnitiesliquidated or unliquidated, including, without limitationdetermined or undetermined (such Obligations, the Loans and the other Obligations, and Administrative Agent and the Lenders may at their option enforce the entire amount of the Loans and the other Obligations against any one or more Borrowers or the Guarantor“Borrowers’ Liabilities”). (d) Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (i) any lack of legality, validity or enforceability of this Agreement, of the Master Note, of any other Loan Document, or of any other agreement or instrument creating, providing security for, or otherwise relating to any of the Obligations or any guaranty of any of the Borrowers’ Liabilities (the Loan Documents and all such other agreements and instruments being collectively referred to as the “Related Agreements”); (ii) any action taken under any of the Related Agreements, any exercise of any right or power therein conferred, any failure or omission to enforce any right conferred thereby, or any waiver of any covenant or condition therein provided; (iii) Administrative Agent (on behalf any acceleration of the Lendersmaturity of any of the Borrowers’ Liabilities or of any other obligations or liabilities of any Person under any of the Related Agreements; (iv) may exercise remedies against each any release, exchange, non-perfection, lapse in perfection, disposal, deterioration in value, or impairment of any security for any of the Borrowers’ Liabilities, or for any other obligations or liabilities of any Person under any of the Related Agreements; (v) any dissolution of any Borrower, any Loan Party or any other party to a Related Agreement, or the combination or consolidation of any Borrower, any Loan Party or any other party to a Related Agreement into or with another entity or any transfer or disposition of any assets of any Borrower, any Loan Party or any other party to a Related Agreement; (vi) any extension (including without limitation extensions of time for payment), renewal, amendment, restructuring or restatement of, any acceptance of late or partial payments under, or any change in the amount of any borrowings or any credit facilities available under, this Agreement, the Master Note or any other Loan Document or any other Related Agreement, in whole or in part; (vii) the existence, addition, modification, termination, reduction or impairment of value, or release of any other guaranty (or security therefor) of the Borrowers’ Liabilities; (viii) any waiver of, forbearance or indulgence under, or other consent to any change in or departure from any term or provision contained in this Agreement, any other Loan Document or any other Related Agreement, including without limitation any term pertaining to the payment or performance of any of the Borrowers’ Liabilities, or any of the obligations or liabilities of any party to any other Related Agreement; and its respective property separately(ix) any other circumstance whatsoever (with or without notice to or knowledge of such Borrower) which may or might in any manner or to any extent vary the risks of such Borrower, whether or not Administrative Agent exercises remedies against might otherwise constitute a legal or equitable defense available to, or discharge of, a surety or a guarantor, including without limitation any right to require or claim that resort be had to any Borrower or any other Loan Party or to any or collateral in respect of the Borrowers’ Liabilities. It is the express purpose and intent of the parties hereto that the joint and several liability of each Borrower for the Borrowers’ Liabilities shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. Notwithstanding the foregoing, the liability of each Borrower with respect to its respective property Borrowers’ Liabilities shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any Lien on comparable provisions of any Collateral. The Administrative Agent may enforce one or more Loan Party’s obligations without enforcing any applicable state law. (e) Each Borrower hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Party’s obligations or any Liens on any portion Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the Collateral without enforcing proceeds of any Liens on all or Loan made by the Lender to any other portion of the Collateral and vice versasuch Borrower hereunder. Any failure acknowledgment, consent, direction, certification or inability of Administrative Agent to enforce one other action which might otherwise be valid or more Loan Party’s obligations effective only if given or taken by all Borrowers, or by any Borrower acting singly, shall be valid and effective if given or taken only the Company, whether or not any such Liens on all other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or any portion other communication delivered the Company in accordance with the terms of the Collateral shall not in any way limit Administrative Agent’s right to enforce the obligations of any other Loan Party or any other Liens on all or any portion of the Collateral. If Administrative Agent forecloses or exercises similar remedies under any one or more Collateral Documents, then such foreclosure or similar remedy this Agreement shall be deemed to reduce have been delivered the balance of the Obligations only to the extent of the cash proceeds actually realized by the Lenders from such foreclosure or similar remedy or, if applicable, Administrative Agent’s credit bid at such sale, regardless of the effect of such foreclosure or similar remedy on the Obligations secured by such Collateral Documents under the applicable state lawCompany and each other Borrower.

BORROWERS. Each Borrower and the Guarantor acknowledges, agrees, represents and warrants the following: (i) The Lenders have been induced to make the Loans to the Borrower Parties in part based upon the assurances by each Borrower and the Guarantor that such Borrower and the Guarantor desires that the Obligations under the Loan Documents be honored and USActive 61994469.1-62- enforced as separate obligations of such Borrower or the Guarantor, should Administrative Agent and the Lenders desire to do so. (ii) Notwithstanding the foregoing, Borrowers and the Guarantor shall be and are jointly and severally liable to the Administrative Agent and the Lenders for all representations, warranties, covenants, obligations and indemnities, including, without limitation, the Loans and the other Obligations, and Administrative Agent and the Lenders may at their option enforce the entire amount of the Loans and the other Obligations against any one or more Borrowers or the Guarantor. (iii) Administrative Agent (on behalf of the Lenders) may exercise remedies against each Loan Party and its respective property separately, whether or not Administrative Agent exercises remedies against any other Loan Party or any or its respective property or any Lien on any Collateral. The Administrative Agent may enforce one or more Loan Party’s obligations without enforcing any other Loan Party’s obligations or any Liens on any portion of the Collateral without enforcing any Liens on all or any other portion of the Collateral and vice versa. Any failure or inability of Administrative Agent to enforce one or more Loan Party’s obligations or any such Liens on all or any portion of the Collateral shall not in any way limit Administrative Agent’s right to enforce the obligations of any other Loan Party or any other Liens on all or any portion of the Collateral. If Administrative Agent forecloses or exercises similar remedies under any one or more Collateral Documents, then such foreclosure or similar remedy shall be deemed to reduce the balance of the Obligations only to the extent of the cash proceeds actually realized by the Lenders from such foreclosure or similar remedy or, if applicable, Administrative Agent’s credit bid at such sale, regardless of the effect of such foreclosure or similar remedy on the Obligations secured by such Collateral Documents under the applicable state law.

BORROWERS. Each Borrower and the Guarantor acknowledges, agrees, represents and warrants the following: (i) The Lenders have been induced to make the Loans to the Borrower Parties in part based upon the assurances by each Borrower and the Guarantor that such Borrower and the Guarantor desires that the Obligations under the Loan Documents be honored and enforced as separate obligations of such Borrower or the Guarantor, should Administrative Agent and the Lenders desire to do so. (ii) Notwithstanding the foregoing, Borrowers and the Guarantor shall be and are jointly and severally liable to the Administrative Agent and the Lenders for all representations, warranties, covenants, obligations and indemnities, including, without limitation, the Loans and the other Obligations, and Administrative Agent and the Lenders may at their option enforce the entire amount of the Loans and the other Obligations against any one or more Borrowers or the Guarantor. (iii) Administrative Agent (on behalf of the Lenders) may exercise remedies against each Loan Party and its respective property separately, whether or not USActive 61477672.3USActive 61994469.1-58- Administrative Agent exercises remedies against any other Loan Party or any or its respective property or any Lien on any Collateral. The Administrative Agent may enforce one or more Loan Party’s obligations without enforcing any other Loan Party’s obligations or any Liens on any portion of the Collateral without enforcing any Liens on all or any other portion of the Collateral and vice versa. Any failure or inability of Administrative Agent to enforce one or more Loan Party’s obligations or any such Liens on all or any portion of the Collateral shall not in any way limit Administrative Agent’s right to enforce the obligations of any other Loan Party or any other Liens on all or any portion of the Collateral. If Administrative Agent forecloses or exercises similar remedies under any one or more Collateral Documents, then such foreclosure or similar remedy shall be deemed to reduce the balance of the Obligations only to the extent of the cash proceeds actually realized by the Lenders from such foreclosure or similar remedy or, if applicable, Administrative Agent’s credit bid at such sale, regardless of the effect of such foreclosure or similar remedy on the Obligations secured by such Collateral Documents under the applicable state law.

BORROWERS. Each Borrower and the Guarantor acknowledges, agrees, represents and warrants the following: (i) The Lenders have been induced to make the Loans to the Borrower Parties in part based upon the assurances by each Borrower and the Guarantor that such Borrower and the Guarantor desires that the Obligations under the Loan Documents be honored and enforced as separate obligations of such Borrower or the Guarantor, should Administrative Agent and the Lenders desire to do so. (ii) Notwithstanding the foregoing, Borrowers and the Guarantor shall be and are jointly and severally liable to the Administrative Agent and the Lenders for all representations, warranties, covenants, obligations and indemnities, including, without limitation, the Loans and the other Obligations, and Administrative Agent and the Lenders may at their option enforce the entire amount of the Loans and the other Obligations against any one or more Borrowers or the Guarantor. (iii) Administrative Agent (on behalf of the Lenders) may exercise remedies against each Loan Party and its respective property separately, whether or not Administrative Agent exercises remedies against any other Loan Party or any or its respective property or any Lien on any Collateral. The Administrative Agent may enforce one or more Loan Party’s obligations without enforcing any other Loan Party’s obligations or any Liens on any portion of the Collateral without enforcing any Liens on all or any other portion of the Collateral and vice versa. Any failure or inability of Administrative Agent to enforce one or more Loan Party’s obligations or any such Liens on all or any portion of the Collateral shall not in any way limit Administrative Agent’s right to enforce the obligations of any other Loan Party or any other Liens on all or any portion of the Collateral. If Administrative Agent forecloses or exercises similar remedies under any one USActive 61312342.4 DOCPROPERTY "DocID" \* MERGEFORMAT USActive 61477672.3-58- or more Collateral Documents, then such foreclosure or similar remedy shall be deemed to reduce the balance of the Obligations only to the extent of the cash proceeds actually realized by the Lenders from such foreclosure or similar remedy or, if applicable, Administrative Agent’s credit bid at such sale, regardless of the effect of such foreclosure or similar remedy on the Obligations secured by such Collateral Documents under the applicable state law.

BORROWERS. In the case of any assignment by a Lender, within five Banking Days after its receipt of such notice, the Borrowers, at their own expense, shall execute and deliver to the Agent in exchange for the surrendered Notes, new Notes to the order of such Eligible Assignee in amounts equal to the Revolving Credit Commitment and Term Loans assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Revolving Credit Commitment or any Term Loans hereunder, new Notes to the order of the assigning Lender in amounts equal to the Revolving Credit Commitment and Term Loans retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the forms of Exhibits A-1 and A-2 hereto, respectively. (f) Each Borrower Lender may sell participations to one or more Persons (other than the Borrowers or any of their Affiliates) in or to all or any portion of its rights and the Guarantor acknowledgesobligations under this Agreement (including, agreeswithout limitation, represents all or a portion of its Revolving Credit Commitments, Revolving Credit Loans or Term Loans and warrants the following: any Note or Notes held by it); provided, however, that (i) The Lenders have been induced to make the Loans such Lender's obligations under this Agreement (including, without limitation, its Revolving Credit Commitment) shall remain unchanged; (ii) such Lender shall remain solely responsible to the Borrower Parties in part based upon other parties hereto for the assurances by each Borrower and the Guarantor that such Borrower and the Guarantor desires that the Obligations under the Loan Documents be honored and enforced as separate obligations performance of such Borrower or obligations; (iii) such Lender shall remain the Guarantorholder of any such Note for all purposes of this Agreement; (iv) the Borrowers, should Administrative the Agent and the other Lenders desire shall continue to do sodeal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Facility Document, or any consent to any departure by the Borrowers or any of their Subsidiaries therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or release all or substantially all of the Collateral; and (vi) the identity of the participant shall have been approved by the Agent in writing to such Lender. (iig) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.05, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information received by it from such Lender. (h) Notwithstanding the foregoingany other provision set forth in this Agreement, Borrowers and the Guarantor shall be and are jointly and severally liable to the Administrative Agent and the Lenders for any Lender may at any time create a security interest in all representations, warranties, covenants, obligations and indemnities, or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the other Obligations, and Administrative Agent and the Lenders may at their option enforce the entire amount Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Loans and the other Obligations against any one or more Borrowers or the Guarantor. (iii) Administrative Agent (on behalf Board of Governors of the Lenders) may exercise remedies against each Loan Party and its respective property separately, whether or not Administrative Agent exercises remedies against any other Loan Party or any or its respective property or any Lien on any Collateral. The Administrative Agent may enforce one or more Loan Party’s obligations without enforcing any other Loan Party’s obligations or any Liens on any portion of the Collateral without enforcing any Liens on all or any other portion of the Collateral and vice versa. Any failure or inability of Administrative Agent to enforce one or more Loan Party’s obligations or any such Liens on all or any portion of the Collateral shall not in any way limit Administrative Agent’s right to enforce the obligations of any other Loan Party or any other Liens on all or any portion of the Collateral. If Administrative Agent forecloses or exercises similar remedies under any one or more Collateral Documents, then such foreclosure or similar remedy shall be deemed to reduce the balance of the Obligations only to the extent of the cash proceeds actually realized by the Lenders from such foreclosure or similar remedy or, if applicable, Administrative Agent’s credit bid at such sale, regardless of the effect of such foreclosure or similar remedy on the Obligations secured by such Collateral Documents under the applicable state lawFederal Reserve System.

BORROWERS. Each Borrower and the Guarantor acknowledges, agrees, represents and warrants the following: (i) The Lenders have been induced to make the Loans to the Borrower Parties in part based upon the assurances by each Borrower and the Guarantor that such Borrower and the Guarantor desires that the Obligations under the Loan Documents be honored and USActive 60330059.19 -57- enforced as separate obligations of such Borrower or the Guarantor, should Administrative Agent and the Lenders desire to do so. (ii) Notwithstanding the foregoing, Borrowers and the Guarantor shall be and are jointly and severally liable to the Administrative Agent and the Lenders for all representations, warranties, covenants, obligations and indemnities, including, without limitation, the Loans and the other Obligations, and Administrative Agent and the Lenders may at their option enforce the entire amount of the Loans and the other Obligations against any one or more Borrowers or the Guarantor. (iii) Administrative Agent (on behalf of the Lenders) may exercise remedies against each Loan Party and its respective property separately, whether or not Administrative Agent exercises remedies against any other Loan Party or any or its respective property or any Lien on any Collateral. The Administrative Agent may enforce one or more Loan Party’s obligations without enforcing any other Loan Party’s obligations or any Liens on any portion of the Collateral without enforcing any Liens on all or any other portion of the Collateral and vice versa. Any failure or inability of Administrative Agent to enforce one or more Loan Party’s obligations or any such Liens on all or any portion of the Collateral shall not in any way limit Administrative Agent’s right to enforce the obligations of any other Loan Party or any other Liens on all or any portion of the Collateral. If Administrative Agent forecloses or exercises similar remedies under any one or more Collateral Documents, then such foreclosure or similar remedy shall be deemed to reduce the balance of the Obligations only to the extent of the cash proceeds actually realized by the Lenders from such foreclosure or similar remedy or, if applicable, Administrative Agent’s credit bid at such sale, regardless of the effect of such foreclosure or similar remedy on the Obligations secured by such Collateral Documents under the applicable state law.

BORROWERS. Each (a) Effective as of the date hereof, each Subsidiary that has executed this Agreement as a Borrower shall be a “Borrower” hereunder and may receive or cause the Company (as agent for such Subsidiary) to receive Term Loans for the account of such Subsidiary on the terms and conditions set forth in this Agreement. (b) In the event of any proposed Collateral Substitution wherein any Subsidiary which owns the real property proposed to be a Financed Property in connection with such Collateral Substitution is not an existing Borrower, the Company shall designate such Subsidiary as a Borrower and such Subsidiary shall deliver the Guarantor acknowledgesdocuments required by Section 6.14 prior to or substantially simultaneously with such proposed Financed Property entering the Property Pool, agreesincluding the delivery of a Joinder Agreement executed by such Subsidiary identifying such Subsidiary as a Borrower. The parties hereto acknowledge and agree that prior to any such Subsidiary becoming entitled to receive Term Loans hereunder, represents the 44 Lender shall have received the documents required by Section 6.14. Upon satisfaction of the foregoing requirements and warrants any other requirements herein applicable to any such Subsidiary becoming a Borrower hereunder and any proposed Financed Property entering the following: (i) The Lenders have been induced Property Pool, the Lender agrees to make permit such Borrower to receive Term Loans hereunder on the Loans to terms and conditions set forth herein, and each of the Borrower Parties in part based upon the assurances by each Borrower and the Guarantor parties agrees that such Borrower and the Guarantor desires that the Obligations under the Loan Documents otherwise shall be honored and enforced as separate obligations a Borrower for all purposes of such Borrower or the Guarantor, should Administrative Agent and the Lenders desire to do sothis Agreement. (iic) Notwithstanding the foregoingany other provision of this Agreement, Borrowers and the Guarantor each Borrower shall be and are jointly and severally liable to as a primary obligor, and not merely as surety, for any and all Obligations, whether voluntary or involuntary and however arising, whether direct or acquired by the Administrative Agent and the Lenders for all representationsLender by assignment or succession, warrantieswhether due or not due, covenantsabsolute or contingent, obligations and indemnitiesliquidated or unliquidated, including, without limitationdetermined or undetermined (such Obligations, the Loans and the other Obligations, and Administrative Agent and the Lenders may at their option enforce the entire amount of the Loans and the other Obligations against any one or more Borrowers or the Guarantor“Borrowers’ Liabilities”). (d) Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (i) any lack of legality, validity or enforceability of this Agreement, of any Note, of any other Loan Document, or of any other agreement or instrument creating, providing security for, or otherwise relating to any of the Obligations or any guaranty of any of the Borrowers’ Liabilities (the Loan Documents and all such other agreements and instruments being collectively referred to as the “Related Agreements”); (ii) any action taken under any of the Related Agreements, any exercise of any right or power therein conferred, any failure or omission to enforce any right conferred thereby, or any waiver of any covenant or condition therein provided; (iii) Administrative Agent (on behalf any acceleration of the Lendersmaturity of any of the Borrowers’ Liabilities or of any other obligations or liabilities of any Person under any of the Related Agreements; (iv) may exercise remedies against each any release, exchange, non-perfection, lapse in perfection, disposal, deterioration in value, or impairment of any security for any of the Borrowers’ Liabilities, or for any other obligations or liabilities of any Person under any of the Related Agreements; (v) any dissolution of any Borrower, any Loan Party or any other party to a Related Agreement, or the combination or consolidation of any Borrower, any Loan Party or any other party to a Related Agreement into or with another entity or any transfer or disposition of any assets of any Borrower, any Loan Party or any other party to a Related Agreement; (vi) any extension (including without limitation extensions of time for payment), renewal, amendment, restructuring or restatement of, any acceptance of late or partial payments under, or any change in the amount of any borrowings or any credit facilities available under, this Agreement, any Note or any other Loan Document or any other Related Agreement, in whole or in part; (vii) the existence, addition, modification, termination, reduction or impairment of value, or release of any other guaranty (or security therefor) of the Borrowers’ Liabilities; (viii) any waiver of, forbearance or indulgence under, or other consent to any change in or departure from any term or provision contained in this Agreement, any other Loan Document or any other Related Agreement, including without limitation any term pertaining to the payment or performance of any of the Borrowers’ Liabilities, or any of the obligations or liabilities of any party to any other Related Agreement; and its respective property separately(ix) any other circumstance whatsoever (with or without notice to or knowledge of such Borrower) which may or might in any manner or to any extent vary the risks of such Borrower, whether or not Administrative Agent exercises remedies against might otherwise constitute a legal or equitable defense available to, or discharge of, a surety or a guarantor, including without limitation any right to require or claim that resort be had to any Borrower or any other Loan Party or to any or collateral in respect of the Borrowers’ Liabilities. It is the express purpose and intent of the parties hereto that the joint and several liability of each Borrower for the Borrowers’ Liabilities shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. Notwithstanding the foregoing, the liability of each Borrower with respect to its respective property Borrowers’ Liabilities shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any Lien on comparable provisions of any Collateral. The Administrative Agent may enforce one or more Loan Party’s obligations without enforcing any applicable state law. (e) Each Borrower hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Party’s obligations or any Liens on any portion Documents, including (i) the giving and receipt of 45 notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the Collateral without enforcing proceeds of any Liens on all or Term Loan made by the Lender to any other portion of the Collateral and vice versasuch Borrower hereunder. Any failure acknowledgment, consent, direction, certification or inability of Administrative Agent to enforce one other action which might otherwise be valid or more Loan Party’s obligations effective only if given or taken by all Borrowers, or by any Borrower acting singly, shall be valid and effective if given or taken only the Company, whether or not any such Liens on all other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or any portion other communication delivered the Company in accordance with the terms of the Collateral shall not in any way limit Administrative Agent’s right to enforce the obligations of any other Loan Party or any other Liens on all or any portion of the Collateral. If Administrative Agent forecloses or exercises similar remedies under any one or more Collateral Documents, then such foreclosure or similar remedy this Agreement shall be deemed to reduce have been delivered the balance of the Obligations only to the extent of the cash proceeds actually realized by the Lenders from such foreclosure or similar remedy or, if applicable, Administrative Agent’s credit bid at such sale, regardless of the effect of such foreclosure or similar remedy on the Obligations secured by such Collateral Documents under the applicable state lawCompany and each other Borrower.

BORROWERS. Each Borrower and The Fund hereby authorizes State Street to effect Loans of Available Securities of the Guarantor acknowledges, agrees, represents and warrants the following: (i) The Lenders have Fund with any person on State Street’s approved list of Borrowers that has been induced to make the Loans provided to the Borrower Parties in part based upon the assurances by each Borrower and the Guarantor that such Borrower and the Guarantor desires that the Obligations under the Loan Documents be honored and enforced as separate obligations of such Borrower or the Guarantor, should Administrative Agent and the Lenders desire to do so. (ii) Notwithstanding the foregoing, Borrowers and the Guarantor shall be and are jointly and severally liable to the Administrative Agent and the Lenders for all representations, warranties, covenants, obligations and indemnitiesFund, including, without limitation, State Street Bank and Trust Company and any affiliate thereof (each acting in the Loans capacity of a Borrower, hereafter also referred to as an “SSB Borrower”) which list will be supplied to the Fund quarterly. Each Fund acknowledges that it is aware that State Street, acting as the Fund’s agent pursuant hereto, is or may be deemed to be the same legal entity as, or affiliated with, SSB Borrower acting as “Borrower” under a Securities Loan Agreement. Each Fund represents that (i) the power granted herein to State Street, as Fund’s agent, to enter into Loan transactions with Borrowers (including any SSB Borrower) and the other Obligationspowers granted to State Street, as agent pursuant hereto, are given as a result of the Fund’s desire to increase its opportunity to lend securities held in its account on commercially reasonable terms, without such loans being considered a breach of State Street’s fiduciary duty, and Administrative Agent are given expressly for the purpose of averting and waiving any prohibitions upon such lending, investment or exercise of such other powers which might otherwise exist in the Lenders absence of such powers, and (ii) transactions effected pursuant to and in compliance with this Agreement and any Securities Loan Agreement (including any Securities Loan Agreement with any SSB Borrower) will not constitute a breach of trust or other fiduciary duty or any other duty by State Street or affiliates thereof. In connection with a Loan to any SSB Borrower pursuant hereto, the Fund shall furnish, and State Street shall cause the applicable SSB Borrower to furnish, to State Street for delivery to the other, upon request (i) the most recent available audited statement of its financial condition, and (ii) the most recent available unaudited statement of its financial condition, if more recent than the audited statement. As long as any Loan to an SSB Borrower is outstanding under this Agreement, the Fund shall, and State Street shall cause the SSB Borrower to, in either case, upon request, also promptly deliver to the other (via State Street) all such recent financial information that is subsequently available, and any other financial information or statements that the other may at their option enforce reasonably request. In the entire amount event any such Loan is effected by State Street to SSB Borrower, State Street hereby covenants and agrees for the benefit of the Loans Fund that it has adopted and the other Obligations against any one or more Borrowers or the Guarantor. (iii) Administrative Agent (implemented procedural safeguards to help ensure that all actions taken by State Street as agent on behalf of the LendersFund in respect of a Loan transaction pursuant hereto will be effected (i) may exercise at “arms length” terms, including prices, and (ii) by individuals other than individuals who are acting on behalf of SSB Borrower in its principal capacity as Borrower in the Loan transaction. State Street shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein. For the avoidance of doubt, the foregoing sentence shall not serve as any limitation on the Fund’s remedies against each an SSB Borrower in connection with a Loan Party and its respective property separately, whether or not Administrative Agent exercises remedies against any other Loan Party or any or its respective property or any Lien of Available Securities on any Collateral. The Administrative Agent may enforce one or more Loan Party’s obligations without enforcing any other Loan Party’s obligations or any Liens on any portion behalf of the Collateral without enforcing any Liens on all or any other portion Fund authorized in accordance herewith.” (e) The first sentence of the fourth paragraph of Section 9 (Investment of Cash Collateral and vice versa. Any failure or inability of Administrative Agent to enforce one or more Loan Party’s obligations or any such Liens on all or any portion Compensation) of the Collateral Agreement is hereby deleted in its entirety and replaced with the following language: “In the event the net income generated by any investment made pursuant to the first paragraph of this Section 9 does not equal or exceed the amount due the Borrower (the rebate fee for the use of cash Collateral) in accordance with the agreement between Borrower and State Street, State Street and the Fund shall, in accordance with the fee split set forth on Schedule A, share the amount equal to the difference between the net income generated and the amounts to be paid to the Borrower pursuant to the Securities Loan Agreement; provided, however, that for a Financing Transaction, the Fund shall not be solely responsible for the payment of the rebate fee to the Borrower.” (f) The first paragraph of Section 12 (Standard of Care) is hereby deleted in its entirety and replaced with the following language: “State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending transactions (as appropriate). Each Fund shall indemnify State Street and hold State Street harmless from any way limit Administrative Agentloss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by such Fund, including any breach of a representation or warranty by the Fund hereunder, except such loss or liability which results from State Street’s right failure to enforce exercise the obligations standard of care required by this Section 12. Nothing in this Section shall derogate from the indemnities provided by State Street in ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ may charge any amounts to which it is entitled hereunder against the relevant Fund’s account. Notwithstanding any provision to the contrary herein, no Fund shall be responsible for the obligations, costs or liabilities of any other Fund.” (g) The second paragraph of Section 13 (Representations and Warranties) is hereby deleted in its entirety and replaced with the following language: “Each Fund represents and warrants that it has made its own determination as to the tax and accounting treatment of any dividends, remuneration or other funds received hereunder. Further, each Fund represents and warrants that the financial statements delivered to State Street pursuant to Section 4 fairly present its financial condition and there has been no material adverse change in its financial condition since the date of the balance sheet included within such financial statements. Each Loan Party shall constitute a present representation by the Fund that there has been no material adverse change in its financial condition that has not been disclosed in writing to State Street since the date of the most recent financial statements furnished to State Street pursuant to Section 4. If the Fund is a management investment company that is, or is required to be, registered under the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund acknowledges that any obligation to determine whether any transaction made pursuant to this Agreement or the SLSA is in compliance with those laws and regulations under the 1940 Act relating to the borrowing or lending of securities or cash, the posting or receipt of collateral relating to such borrowing or lending of cash or securities, or the issuance of ‘senior securities,’ as that term is defined under Section 18 of the 1940 Act, including all obligations to compile and maintain such data and make such calculations as are necessary or appropriate in order to make such determinations, as well as all obligations that require the Fund to segregate, identify and substitute Fund assets, and daily monitor such assets and their values (collectively, “Applicable 1940 Act Requirements”), except as specifically set forth herein, is the obligation of Fund and not State Street or any other Liens on all State Street Affiliate. In addition, if the Fund is a management investment company that is, or any portion is required to be, registered under the 1940 Act, the Fund represents and warrants to State Street as of the Collateral. If Administrative Agent forecloses close of business on each day that the Fund is so registered or exercises similar remedies is required to be so registered, that (i) any transaction or series of transactions under any one this Agreement and/or the SLSA that creates leverage as a matter of law or more Collateral Documents, then such foreclosure or similar remedy shall be deemed to reduce the balance fact is (A) in furtherance of the Obligations only Fund’s investment objective or objectives, (B) permitted or not otherwise prohibited by the Fund’s investment policies, and (C) disclosed in all material respects in the Fund’s registration statement filed with the Securities and Exchange Commission pursuant to Section 8 of the 1940 Act, and (ii) the Fund is in compliance with all laws and regulations applicable to the Fund in all material respects, including Applicable 1940 Act Requirements.” (h) The last sentence of Section 14(a) (Borrower Default Indemnification) of the Agreement is hereby deleted in its entirety and replaced with the following language: “Subject to the Fund’s obligations pursuant to Section 8(d) hereof and Schedule A, paragraph 3(b), if and to the extent of that such proceeds are insufficient or the cash proceeds actually realized by Collateral is unavailable, the Lenders from such foreclosure or similar remedy or, if applicable, Administrative Agent’s credit bid at such sale, regardless of the effect purchase of such foreclosure or similar remedy on Replacement Securities shall be made at State Street’s expense.” (i) The following language is hereby added to the Obligations secured by such Collateral Documents under the applicable state law.end of Section 14 (Borrower Default Indemnification):

BORROWERS. Each Fund hereby authorizes State Street to effect Loans of Available Securities of the Fund with any person on State Street’s list of approved Borrowers, including State Street Bank and Trust Company, State Street Bank GmbH, and any other State Street Affiliate (each acting in the capacity of a Borrower, hereafter also referred to as an “SSB Borrower”) which list will be supplied to the Fund on request. In connection with any Loan pursuant hereto, each Fund shall furnish to State Street for delivery to the Borrower (and in connection with any Loan to an SSB Borrower pursuant hereto, State Street shall cause such SSB Borrower to furnish to State Street for delivery to the Guarantor acknowledgesFund), agrees, represents and warrants the following: upon request (i) The Lenders have been induced the most recent available audited statement of its financial condition, as applicable (it being understood that such statements with respect to make the Loans Series shall be the most recently publicly available statements) and (ii) the most recent available unaudited statement of its financial condition, if more recent than the audited statement, as applicable. As long as any Loan to a Borrower is outstanding under this Agreement, the Fund shall furnish to State Street for delivery to the Borrower Parties in part based (and as long as any Loan to an SSB Borrower is outstanding under this Agreement, State Street shall cause such SSB Borrower to furnish to State Street for prompt delivery to the Fund), upon the assurances by each Borrower request, all such recent financial information, as applicable, that is subsequently available, and the Guarantor that such Borrower and the Guarantor desires any other financial information or statements that the Obligations under the Loan Documents be honored and enforced as separate obligations of such Borrower or State Street (or, in connection with any Loan to an SSB Borrower pursuant hereto, the GuarantorFund) may reasonably request. Each Fund hereby authorizes State Street Bank and Trust Company, should Administrative Agent in its capacity as lending agent hereunder, to secure from any other division or affiliate thereof any of the financial information and statements described in this paragraph that would otherwise be delivered by the Lenders desire Fund. Other than with respect to do so. (ii) Notwithstanding the foregoingan SSB Borrower, Borrowers and the Guarantor State Street shall not be and are jointly and severally liable to the Administrative Agent and the Lenders responsible for all any statements, representations, warranties, covenants, obligations and indemnities, including, without limitation, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the Loans and the other Obligations, and Administrative Agent and the Lenders may at their option enforce the entire amount of the Loans and the other Obligations against any one or more Borrowers or the Guarantor. (iii) Administrative Agent (on behalf of the Lenders) may exercise remedies against each Loan Party and its respective property separately, whether or not Administrative Agent exercises remedies against any other Loan Party or any or its respective property or any Lien on any Collateral. The Administrative Agent may enforce one or more Loan Party’s obligations without enforcing any other Loan Party’s obligations or any Liens on any portion of the Collateral without enforcing any Liens on all or any other portion of the Collateral and vice versa. Any failure or inability of Administrative Agent to enforce one or more Loan Party’s obligations or any such Liens on all or any portion of the Collateral shall not in any way limit Administrative Agent’s right to enforce the obligations terms of any other Loan Party or any other Liens on all or any portion of the Collateral. If Administrative Agent forecloses or exercises similar remedies under any one or more Collateral Documents, then such foreclosure or similar remedy shall be deemed to reduce the balance of the Obligations only to the extent of the cash proceeds actually realized by the Lenders from such foreclosure or similar remedy or, if applicable, Administrative Agent’s credit bid at such sale, regardless of the effect of such foreclosure or similar remedy on the Obligations secured by such Collateral Documents under the applicable state lawSecurities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein.