CUSTODIAN SERVICES AGREEMENTCustodian Services Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc.
THIS AGREEMENT is made as of , 2010 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
TRANSFER AGENCY AND SERVICES AGREEMENTTransfer Agency and Services Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
AGREEMENT, dated as of March 20, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 10004 and American Stock Transfer, Inc. (“Transfer Agent”), a New York corporation with principal offices at 59 Maiden Lane, New York, New York 10038.
LOAN AGREEMENT By and Among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF as Borrower, THE BANK OF NEW YORK MELLON as Administrative Agent and Collateral Agent, and THE UNITED STATES DEPARTMENT OF THE TREASURY as Lender Dated as of the date...Loan Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
LOAN AGREEMENT, dated as of the date set forth on Schedule A, by and among the BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), THE BANK OF NEW YORK MELLON, a New York state chartered bank, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and THE UNITED STATES DEPARTMENT OF THE TREASURY, as lender (in such capacity, the “Lender”).
VALUATION ADMINISTRATION AGREEMENTValuation Administration Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
This VALUATION ADMINISTRATION AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), is entered into by and among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), and THE BANK OF NEW YORK MELLON, a New York state chartered bank (in its capacity as valuation agent under this agreement, the “Valuation Agent”).
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
This COLLATERAL ADMINISTRATION AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), is entered into by and among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), and THE BANK OF NEW YORK MELLON, a New York state chartered bank (in its capacity as collateral administrator under this agreement, the “Collateral Administrator”).
EXHIBIT F-2 FORM OF GUARANTEE AND SECURITY AGREEMENT [See attached]Guarantee and Security Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
GUARANTEE AND SECURITY AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), among the BORROWER IDENTIFIED ON THE SIGNATURE PAGES HERETO (the “Borrower”); each entity that becomes a “GUARANTOR” after the date hereof pursuant to Section 7.08 hereof (collectively, the “Guarantors” and, together with the Borrower, the “Loan Parties”); THE UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”); and THE BANK OF NEW YORK MELLON, a New York state chartered bank, as administrative agent for the Lender under the Loan Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
CUSTODIAL AGREEMENTCustodial Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
THIS CUSTODIAL AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), is entered into by and among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), THE BANK OF NEW YORK MELLON, a New York state chartered bank, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) under the Loan Agreement referred to below, and THE BANK OF NEW YORK MELLON, a New York state chartered bank, as custodian under this Agreement, for the Borrower and the Agents (in such capacity, the “Custodian”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc.
Subscription Agreement, dated as of January 21, 2010, between Western Asset Mortgage Defined Opportunity Fund Inc., a corporation organized under the laws of Maryland (the “Fund”) and Legg Mason Inc. (the “Purchaser”).
