Ares Management Lp Sample Contracts

INDENTURE Dated as of August 18, 2015 Among ARES FINANCE CO. II LLC, THE GUARANTORS NAMED HEREIN and U.S. BANK NATIONAL ASSOCIATION, as Trustee
Indenture • August 18th, 2015 • Ares Management Lp • Investment advice • New York

INDENTURE, dated as of August 18, 2015, among ARES FINANCE CO. II LLC, a limited liability company duly organized and existing under the laws of Delaware (herein called the “Company”), each of the Guarantors named herein (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, as Trustee (herein called the “Trustee”).

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INDENTURE Dated as of January 21, 2022 among ARES FINANCE CO. IV LLC, THE GUARANTORS NAMED HEREIN and as Trustee
Indenture • January 21st, 2022 • Ares Management Corp • Investment advice • New York
FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ARES HOLDINGS L.P. Dated as of April 1, 2021
Limited Partnership Agreement • May 6th, 2021 • Ares Management Corp • Investment advice • Delaware

THE PARTNERSHIP UNITS OF ARES HOLDINGS L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE GENERAL PARTNER AND THE APPLICABLE LIMITED PARTNER. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT, AND ANY OTHER TERMS AND COND

SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN ARES CAPITAL CORPORATION AND ARES CAPITAL MANAGEMENT LLC
Investment Advisory and Management Agreement • November 6th, 2019 • Ares Management Corp • Investment advice • New York

Second Amended and Restated Agreement (this “Agreement”) effective as of June 6, 2019, between ARES CAPITAL CORPORATION, a Maryland corporation (the “Corporation”), and ARES CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).

RESTRICTED UNIT AGREEMENT PURSUANT TO THE ARES MANAGEMENT CORPORATION
Restricted Unit Agreement • July 13th, 2023 • Ares Management Corp • Investment advice • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of [____] (the “Grant Date”), by and between Ares Management Corporation, a Delaware corporation (the “Company”), and [____] (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management Corporation 2023 Equity Incentive Plan (the “Plan”).

AMENDMENT NO. 7
Credit Agreement • February 27th, 2017 • Ares Management Lp • Investment advice • New York

AMENDMENT NO. 7 (this “Agreement”) dated as of February 24, 2017 by and among ARES HOLDINGS L.P., a Delaware limited partnership (as successor by conversion to Ares Holdings LLC and as successor by merger to Ares Domestic Holdings L.P.) (“Ares Holdings”), ARES INVESTMENTS L.P., a Delaware limited partnership (as successor by conversion to Ares Investments LLC and as successor by merger to Ares Real Estate Holdings L.P.) (“Ares Investments”, together with Ares Holdings and any other Person that thereafter become borrowers under the Credit Agreement by joinder, are referred to hereinafter individually and collectively, jointly and severally, as the “Borrower”), the Guarantors party hereto, the lenders identified on the signature pages hereto (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”) and JPMorgan Chase Bank, N.A., as Agent.

FOURTH AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • May 8th, 2023 • Ares Management Corp • Investment advice • Delaware

This FOURTH AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 1, 2023 (the “Effective Date”), is entered into by and among Ares Management Corporation, a Delaware corporation (the “Parent”), Ares Holdings L.P., a Delaware limited partnership (“Ares Holdings”), all other Persons (as defined herein) in which the Parent or any of its Subsidiaries (as defined herein) acquires a partnership interest or similar interest after the Effective Date and who execute and deliver a joinder contemplated in Section 7.12 (together with Ares Holdings, the “Partnerships”), Ares Owners Holdings L.P., a Delaware limited partnership (“AOH”), Alleghany Insurance Holdings LLC, a Delaware limited liability company (“Alleghany”) and each of the parties set forth on Schedule A maintained by the Parent (the “Limited Partners” and together with AOH and Alleghany, the “TRA Holders”).

INDENTURE Dated as of June 15, 2020 Among ARES FINANCE CO. II LLC, THE GUARANTORS NAMED HEREIN and as Trustee
Indenture • June 15th, 2020 • Ares Management Corp • Investment advice • New York
RESTRICTED UNIT AGREEMENT PURSUANT TO THE ARES MANAGEMENT, L.P. 2014 EQUITY INCENTIVE PLAN
Restricted Unit Agreement • February 27th, 2017 • Ares Management Lp • Investment advice • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of (the “Grant Date”), by and between Ares Management, L.P., a Delaware limited partnership (the “Partnership”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management, L.P. 2014 Equity Incentive Plan (the “Plan”).

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ARES MANAGEMENT GP LLC Effective as of March 1, 2018
Limited Liability Company Agreement • May 7th, 2018 • Ares Management Lp • Investment advice • Delaware

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARES MANAGEMENT GP LLC (the “Company”), entered into as of March 8, 2018 and effective as of March 1, 2018 (the “Effective Date”), by Ares Partners Holdco LLC, a Delaware limited liability company (“Holdco”) and such other Persons that are admitted to the Company as members of the Company after the Effective Date in accordance herewith.

INVESTOR RIGHTS AGREEMENT BY AND AMONG ARES MANAGEMENT CORPORATION ARES OWNERS HOLDINGS L.P., ALLEGHANY INSURANCE HOLDINGS LLC, AND THE HOLDERS OF SECURITIES PARTY HERETO Effective November 26, 2018
Investor Rights Agreement • February 26th, 2019 • Ares Management Corp • Investment advice • Delaware

This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is dated as of November 26, 2018 (the “Effective Date”), by and among (i) Ares Management Corporation, a Delaware corporation (the “Issuer”), (ii) Ares Owners Holdings L.P., a Delaware limited partnership (“Ares LP”), (iii) Alleghany Insurance Holdings LLC, a Delaware limited liability company (“Alleghany”) and (iv) each other holder of equity interests in any Company who hereafter delivers a written agreement to be bound by the terms hereof in the form of Exhibit A. Certain capitalized terms used herein are defined in Section 5.1.

FOURTH AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP OF ARES OFFSHORE HOLDINGS L.P. Dated on November 26, 2018
Ares Management Corp • February 26th, 2019 • Investment advice

FOURTH AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP (this “Agreement”) of Ares Offshore Holdings L.P. (the “Partnership”), entered into on November 26, 2018, among AOF Holdco LLC, a Delaware limited liability company, as general partner, and the Limited Partners (as defined herein) of the Partnership.

RESTRICTED UNIT AGREEMENT PURSUANT TO THE ARES MANAGEMENT CORPORATION SECOND AMENDED & RESTATED 2014 EQUITY INCENTIVE PLAN
Restricted Unit Agreement • November 26th, 2018 • Ares Management Lp • Investment advice • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of (the “Grant Date”), by and between Ares Management Corporation, a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management Corporation Second Amended & Restated 2014 Equity Incentive Plan (the “Plan”).

ARES MANAGEMENT, L.P. (Delaware limited partnership) 7,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • March 6th, 2017 • Ares Management Lp • Investment advice • New York

A unitholder of Ares Management, L.P., a Delaware limited partnership (the “Partnership”), named in Schedule 2 hereto (the “Selling Unitholder”) proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 7,500,000 common units (the “Common Units”) representing limited partner interests in the Partnership (collectively, the “Underwritten Units”). In addition, the Selling Unitholder proposes to sell, at the option of the Underwriters, up to an additional 1,125,000 Common Units (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • February 26th, 2019 • Ares Management Corp • Investment advice • Delaware

This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of _________ among Ares Management Corporation, a Delaware corporation (the “Company”), Ares Management GP LLC, a Delaware limited liability company (“Ares GP”), Ares Holdings L.P., a Delaware limited partnership (“Ares Holdings”), Ares Investments L.P., a Delaware limited partnership (“Ares Investments”), and Ares Offshore Holdings L.P., a Cayman Islands exempted limited partnership (“Ares Offshore” and, together with the Company, Ares GP, Ares Holdings and Ares Investments, the “Indemnitors”), and the indemnitee named on the signature pages hereto (“Indemnitee”).

AMENDMENT NO. 1 TO THE LIMITED PARTNERSHIP AGREEMENT OF ARES DOMESTIC HOLDINGS L.P.
Partnership Agreement • March 20th, 2015 • Ares Management Lp • Investment advice

This AMENDMENT NO. 1, dated as of January 1, 2015 (this “Amendment”), to the Limited Partnership Agreement of Ares Domestic Holdings L.P. (the “Partnership”), dated as of May 1, 2014 (the “Agreement”), is made by its sole general partner, Ares Domestic Holdings Inc. (the “General Partner”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

ARES MANAGEMENT CORPORATION (Delaware corporation) 9,500,000 Shares of Class A Common Stock Underwriting Agreement
Underwriting Agreement • April 8th, 2021 • Ares Management Corp • Investment advice • New York

Ares Management Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 9,500,000 shares (the “Underwritten Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,425,000 Common Shares (collectively, the “Option Shares”). The Common Shares and the Option Shares are herein referred to as the “Shares.” To the extent there are no additional Underwriters listed on Schedule 1 other than you, the term Representatives as used herein shall mean you, as the Underwriters, and the terms Representatives or Underwriters shall mean either the singular or plural as the context requires.

RESTRICTED UNIT AGREEMENT PURSUANT TO THE ARES MANAGEMENT, L.P. 2014 EQUITY INCENTIVE PLAN
Restricted Unit Agreement • May 7th, 2018 • Ares Management Lp • Investment advice • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of (the “Grant Date”), by and between Ares Management, L.P., a Delaware limited partnership (the “Partnership”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management, L.P. 2014 Equity Incentive Plan (the “Plan”).

May 23, 2016 Ares Capital Corporation New York, NY 10167
Advisory Agreement • May 26th, 2016 • Ares Management Lp • Investment advice • New York

This letter is with reference to (a) the Restated Investment Advisory and Management Agreement, dated as of June 6, 2011 (the “Advisory Agreement”), between Ares Capital Corporation, a Maryland corporation (“ARCC”) and Ares Capital Management LLC, a Delaware limited liability company (“ACM”), and (b) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among ARCC, Orion Acquisition Sub, Inc., a Delaware corporation (“Acquisition Sub”), American Capital, Ltd., Delaware corporation (the “Company”), Ivy Hill Asset Management, L.P., a Delaware limited partnership, Ivy Hill Asset Management GP, LLC, a Delaware limited liability company, in its capacity as general partner of Ivy Hill Asset Management, L.P., American Capital Asset Management, LLC, a Delaware limited liability company, and, solely for purposes of Section 2.2(a)(ii)(B), Section 2.3(a)(iii), Section 4.29, Section 4.30, Section 7.4 and Article VIII, ACM, in its capacity as investment advi

RESTRICTED UNIT AGREEMENT PURSUANT TO THE ARES MANAGEMENT CORPORATION
Restricted Unit Agreement • February 27th, 2024 • Ares Management Corp • Investment advice • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of [_____] (the “Grant Date”), by and between Ares Management Corporation, a Delaware corporation (the “Company”), and [_____] (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management Corporation 2023 Equity Incentive Plan (the “Plan”).

INVESTOR RIGHTS AGREEMENT BY AND BETWEEN
Investor Rights Agreement • May 8th, 2020 • Ares Management Corp • Investment advice • Delaware

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 31, 2020, by and between Sumitomo Mitsui Banking Corporation, a Japanese joint stock company (the “Investor”), and Ares Management Corporation, a Delaware corporation (the “Company”). Unless otherwise indicated, references to articles, exhibits and sections shall be to articles, exhibits and sections of this Agreement.

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FIRST SUPPLEMENTAL INDENTURE Dated as of January 21, 2022 Supplementing that Certain INDENTURE Dated as of January 21, 2022 among ARES FINANCE CO. IV LLC, THE GUARANTOR PARTIES HERETO and as Trustee
First Supplemental Indenture • January 21st, 2022 • Ares Management Corp • Investment advice • New York

This First Supplemental Indenture, dated as of January 21, 2022 (the “First Supplemental Indenture”), among Ares Finance Co. IV LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, having its principal office at 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067 (the “Company”), the Guarantors party hereto and U.S. Bank National Association, as Trustee under the Base Indenture (as hereinafter defined) and hereunder (the “Trustee”), and solely for the purposes of Section 6.3 of this First Supplemental Indenture, Ares Management Corporation, supplements that certain Indenture, dated as of January 21, 2022, among the Company, the Guarantors named therein and the Trustee (the “Base Indenture” and subject to Section 1.3 hereof, together with this First Supplemental Indenture, the “Indenture”).

THIRD AMENDED AND RESTATED EXCHANGE AGREEMENT
Exchange Agreement • May 7th, 2018 • Ares Management Lp • Investment advice • Delaware

THIRD AMENDED AND RESTATED EXCHANGE AGREEMENT (the “Agreement”), entered into as of May 4, 2018 and effective as of March 1, 2018 (the “Effective Date”), by and among the Issuer (as defined below), each Ares Operating Group Entity (as defined below), each AOG TopCo Entity (as defined below), each AOG IntermediateCo Entity (as defined below), the Issuer General Partner (as defined below) and each Ares Operating Group Limited Partner (as defined below) from time to time party to this Agreement.

FORM OF PHANTOM UNIT AGREEMENT PURSUANT TO THE ARES MANAGEMENT, L.P. 2014 EQUITY INCENTIVE PLAN
Agreement • May 7th, 2014 • Ares Management Lp • Investment advice • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of (the “Grant Date”), by and between Ares Management, L.P., a Delaware limited partnership (the “Partnership”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management, L.P. 2014 Equity Incentive Plan (the “Plan”).

FORM OF OPTION AGREEMENT PURSUANT TO THE ARES MANAGEMENT, L.P. 2014 EQUITY INCENTIVE PLAN
Form of Option Agreement • May 7th, 2014 • Ares Management Lp • Investment advice • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of (the “Grant Date”), by and between Ares Management, L.P., a Delaware limited partnership (the “Partnership”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management, L.P. 2014 Equity Incentive Plan (the “Plan”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARES MANAGEMENT, L.P. Dated as of May 1, 2014
Agreement • May 7th, 2014 • Ares Management Lp • Investment advice • Delaware
SHARE PURCHASE AGREEMENT by and between SUMITOMO MITSUI BANKING CORPORATION and ARES MANAGEMENT CORPORATION April 5, 2021
Share Purchase Agreement • April 8th, 2021 • Ares Management Corp • Investment advice • Delaware

SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of April 5, 2021 (the “Signing Date”), by and between Sumitomo Mitsui Banking Corporation, a Japanese joint stock company (the “Investor”), and Ares Management Corporation, a Delaware corporation (the “Company”).

THIRD AMENDED AND RESTATED AGREEMENT OF
And Restated Agreement • May 7th, 2018 • Ares Management Lp • Investment advice

THE PARTNERSHIP UNITS OF ARES OFFSHORE HOLDINGS L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE GENERAL PARTNER AND THE APPLICABLE LIMITED PARTNER. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS; THIS THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT; AND ANY OTHER TERMS A

AMENDMENT NO. 1 TO THE AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP OF ARES OFFSHORE HOLDINGS L.P.
Ares Management Lp • March 20th, 2015 • Investment advice

This AMENDMENT NO. 1, dated as of January 1, 2015 (this “Amendment”), to the Limited Partnership Agreement of Ares Offshore Holdings L.P. (the “Partnership”), dated as of May 1, 2014 (the “Agreement”), is made by its sole general partner, Ares Offshore Holdings, Ltd. (the “General Partner”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

ARES FINANCE CO. III LLC, as Issuer the Guarantors party hereto from time to time 4.125% Fixed-Rate Resettable Subordinated Notes Due 2051 INDENTURE Dated as of June 30, 2021 U.S. Bank National Association as Trustee
Indenture • July 1st, 2021 • Ares Management Corp • Investment advice • New York

INDENTURE, dated as of June 30, 2021, among ARES FINANCE CO. III LLC, a limited liability company duly organized and existing under the laws of Delaware (the “Company”), each of the Guarantors named herein (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).

FORM OF PHANTOM SHARE AGREEMENT PURSUANT TO THE ARES MANAGEMENT CORPORATION SECOND AMENDED & RESTATED 2014 EQUITY INCENTIVE PLAN
Equity Incentive Plan • February 26th, 2019 • Ares Management Corp • Investment advice • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of (the “Grant Date”), by and between Ares Management Corporation, a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management Corporation Second Amended & Restated 2014 Equity Incentive Plan (the “Plan”).

RESTRICTED UNIT AGREEMENT PURSUANT TO THE ARES MANAGEMENT CORPORATION 2023 EQUITY INCENTIVE PLAN
Restricted Unit Agreement • July 13th, 2023 • Ares Management Corp • Investment advice • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of [____] (the “Grant Date”), by and between Ares Management Corporation, a Delaware corporation (the “Company”), and [____] (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management Corporation 2023 Equity Incentive Plan (the “Plan”).

AMENDMENT NO. 1
Ares Management Lp • November 12th, 2014 • Investment advice • New York

AMENDMENT NO. 1 (this “Agreement”) dated as of July 15, 2014 by and among ARES HOLDINGS L.P., a Delaware limited partnership (as successor by conversion to Ares Holdings LLC) (“Ares Holdings”), ARES DOMESTIC HOLDINGS L.P., a Delaware limited partnership (“Ares Domestic Holdings”), ARES INVESTMENTS L.P., a Delaware limited partnership (as successor by conversion to Ares Investments LLC) (“Ares Investments”), ARES REAL ESTATE HOLDINGS L.P., a Delaware limited partnership (“Ares Real Estate”, together with Ares Holdings, Ares Domestic Holdings, Ares Investments and any other Person that thereafter become borrowers under the Credit Agreement by joinder, are referred to hereinafter individually and collectively, jointly and severally, as the “Borrower”), the Guarantors party hereto, the lenders identified on the signature pages hereto (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively a

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