Section 9.11
Effectiveness
64
Section 9.12
Headings Descriptive
64
Section 9.13
Amendment or Waiver
64
Section 9.14
Survival
66
Section 9.15
Domicile of Loans
66
Section 9.16
Confidentiality
66
Section 9.17
Register
67
Section 9.18
Lender Affiliate Securities
67
Section 9.19
Marshalling; Recapture
67
Section 9.20
No Petition
68
Section 9.21
Acknowledgment
68
Section 9.22
Severability
68
-iii-
ANNEX I - Definitions
ANNEX II - Collateral Valuation Schedule
ANNEX III - Collateral Transaction Procedures
EXHIBIT A
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Form of Borrowing Request
EXHIBIT B
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Form of Note
EXHIBIT C
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Form of Assignment Agreement
EXHIBIT D
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Form of Security Agreement
EXHIBIT E
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Form of Custodial Agreement
EXHIBIT F
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Form of Required Borrower and Manager Opinion
EXHIBIT G
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Form of Manager Letter
EXHIBIT H
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Form of Equity Owner Letter
EXHIBIT I
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Form of FSIC II Advisor Letter
EXHIBIT J
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Form of Compliance Certificate (Section 6.01(b)(iii))
EXHIBIT K
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Form of Setup Fee Agreement
EXHIBIT L
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Form of Commitment Termination Notice
EXHIBIT M
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Form of Loan Cessation Notice
EXHIBIT N-1
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Form of U.S. Tax Compliance Certificate
EXHIBIT N-2
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Form of U.S. Tax Compliance Certificate
EXHIBIT N-3
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Form of U.S. Tax Compliance Certificate
EXHIBIT N-4
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Form of U.S. Tax Compliance Certificate
SCHEDULE 1
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Lending Offices, Administrative Agent Office and Notice Data
SCHEDULE 2
-
UCC-1 Filing Jurisdictions
SCHEDULE 3
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Schedule of Fund Investments
SCHEDULE 4
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Approved Banks
SCHEDULE 5
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Approved Selling Institutions
SCHEDULE 6
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Approved Industry Categories
SCHEDULE 7
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Approved Pricing Services
SCHEDULE 8
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Approved Bond Dealers
-iv-
CREDIT AGREEMENT
THIS CREDIT AGREEMENT, dated as of May 14, 2014 (as amended from time to time,
this "Agreement"), is entered into by and among DUNNING CREEK LLC, a Delaware
limited liability company (the "Borrower"), DEUTSCHE BANK AG, NEW YORK BRANCH
("DBNY") as Administrative Agent and a Lender and each other Lender party hereto
from time to time (together with DBNY in its capacity as Lender, the "Lenders"
and each a "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower is a newly-formed limited liability company organized
under the Laws of Delaware to pursue a strategy of investing on a leveraged
basis in and managing a pool of Fund Investments;
WHEREAS, the Borrower will acquire, hold and dispose of Fund Investments;
WHEREAS, the Borrower desires to obtain the Commitment from the Lenders,
pursuant to which Loans shall be made, subject to the terms and conditions set
forth herein, in a maximum aggregate principal amount not to exceed at any time
the lesser of (a) the Maximum Commitment and (b) the Maximum Advance Amount at
such time; and
WHEREAS, the Lenders are willing, on the terms and conditions hereinafter set
forth, to extend the Commitment;
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
Section 1.01 Defined Terms. As used in this Agreement, and unless the context
requires a