Section 17.2
Amendments, Waivers
111
Section 17.3
Notices, Etc
111
Section 17.4
Costs and Expenses
111
Section 17.5
Binding Effect; Survival
112
Section 17.6
Captions and Cross References
112
Section 17.7
Severability
112
Section 17.8
GOVERNING LAW
112
Section 17.9
Counterparts
113
Section 17.10
WAIVER OF JURY TRIAL
113
Section 17.11
No Proceedings
113
Section 17.12
Limited Recourse
113
Section 17.13
ENTIRE AGREEMENT
114
Section 17.14
Confidentiality
115
-vii-
Section 17.15
Non-Confidentiality of Tax Treatment
115
Section 17.16
Replacement of Lenders
115
Section 17.17
Consent to Jurisdiction
117
ARTICLE XVIII
COLLATERAL CUSTODIAN
117
Section 18.1
Designation of Collateral Custodian
117
Section 18.2
Duties of the Collateral Custodian
117
Section 18.3
Delivery of Collateral Obligation Files
119
Section 18.4
Collateral Obligation File Certification
119
Section 18.5
Release of Collateral Obligation Files
120
Section 18.6
Examination of Collateral Obligation Files
122
Section 18.7
Lost Note Affidavit
122
Section 18.8
Transmission of Collateral Obligation Files
122
Section 18.9
Merger or Consolidation
123
Section 18.10
Collateral Custodian Compensation
123
Section 18.11
Removal or Resignation of Collateral Custodian
123
Section 18.12
Limitations on Liability
124
Section 18.13
Collateral Custodian as Agent of Collateral Agent
125
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EXHIBIT A
Form of Note EXHIBIT B
Audit Standards EXHIBIT C-1
Form
of Advance Request EXHIBIT C-2
Form of Reinvestment Request EXHIBIT C-3
Form of Asset Approval Request EXHIBIT D
Form of Monthly Report
EXHIBIT E
Form of Approval Notice EXHIBIT F-1
Authorized
Representatives of Investment Manager EXHIBIT F-2
Request for Release and
Receipt EXHIBIT F-3
Request for Release of Request for Release and Receipt
EXHIBIT G-1
U.S. Tax Compliance Certificate (Foreign Lender -
non-Partnerships) EXHIBIT G-2
U.S. Tax Compliance Certificate (Foreign
Participant - non-Partnerships) EXHIBIT G-3
U.S. Tax Compliance Certificate
(Foreign Participants - Partnerships) EXHIBIT G-4
U.S. Tax Compliance
Certificate (Foreign Lenders - Partnerships) EXHIBIT H
Schedule of
Collateral Obligations Certification SCHEDULE 1
Diversity Score Calculation
SCHEDULE 2
Moody's Industry Classification Group List SCHEDULE 3
Collateral Obligations
-ix-
LOAN FINANCING AND SERVICING AGREEMENT
THIS LOAN FINANCING AND SERVICING AGREEMENT is made and entered into as of
February 20, 2014, among DARBY CREEK LLC, a Delaware limited liability company
(the "Borrower"), each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY
HERETO, the AGENTS for the Lender Groups (as hereinafter defined) from time to
time parties hereto (each such party, in such capacity, together with their
respective successors and permitted assigns in such capacity, an "Agent"), WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent and Collateral Custodian
(each as hereinafter defined), and DEUTSCHE BANK AG, NEW YORK BRANCH, as
Administrative Agent (in such capacity, together with its successors and
permitted assigns in such capacity, the "Administrative Agent").
RECITALS
WHEREAS, the Borrower desires that each Lender extend financing on the terms and
conditions set forth herein; and
WHEREAS, each Lender desires to extend financing on the terms and conditions set
forth herein.
NOW, THEREFORE, based upon the foregoing Recitals, the premises and the mutual
agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency