Collateral Custodian Resignation
138
Section 12.08
Release of Documents
139
Section 12.09
Return of Required Loan Documents
139140
Section 12.10
Access to Certain Documentation and Information Regarding the Collateral
Portfolio; Audits of Servicer
140
Section 12.11
Collateral Custodian as Agent of Collateral Agent
140
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE I
Conditions Precedent Documents
SCHEDULE II
Prior Names, Tradenames, Fictitious Names and "Doing Business As" Names
SCHEDULE III
Eligibility Criteria
SCHEDULE IV
Agreed-Upon Procedures for Independent Public Accountants
SCHEDULE V
Loan Asset Schedule
EXHIBITS
EXHIBIT A
Form of Approval Notice
EXHIBIT B
Form of Assignment of Mortgage
EXHIBIT C
Form of Borrowing Base Certificate
EXHIBIT D
Form of Disbursement Request
EXHIBIT E
Form of Joinder Supplement
EXHIBIT F
Form of Notice of Borrowing
EXHIBIT G
Form of Notice of Reduction (Reduction of Advances Outstanding)
EXHIBIT H
[Reserved]
EXHIBIT I
Form of Variable Funding Note
EXHIBIT J
Form of Notice of Lien Release Dividend and Request for Consent
EXHIBIT K
Form of Certificate of Closing Attorneys
EXHIBIT L
Form of Servicing Report
EXHIBIT M
Form of Servicer's Certificate (Servicing Report)
EXHIBIT N
Form of Release of Required Loan Documents
EXHIBIT O
Form of Transferee Letter
EXHIBIT P
Form of Power of Attorney for Servicer
EXHIBIT Q
Form of Power of Attorney for Borrower
EXHIBIT R
Form of Servicer's Certificate (Loan Asset Register)
ANNEXES
ANNEX A
Commitments
This LOAN AND SERVICING AGREEMENT is made as of July 24, 2012, among:
(1)
BDCA FUNDING I, LLC, a Delaware limited liability company (together with
its successors and assigns in such capacity, the "Borrower");
(2)
BUSINESS DEVELOPMENT CORPORATION OF AMERICA, a Maryland corporation, as
the Servicer (as defined herein) and the Seller (as defined herein);
(3)
EACH OF THE CONDUIT LENDERS FROM TIME TO TIME PARTY HERETO, as a Conduit
Lender;
(4)
EACH OF THE INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as an
Institutional Lender;
(5)
EACH OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO, as a Lender
Agent;
(6)
WELLS FARGO SECURITIES, LLC, as Administrative Agent ("Administrative
Agent"); and
(7)
U.S. BANK NATIONAL ASSOCIATION, as the Collateral Agent (together with
its successors and assigns in such capacity, the "Collateral Agent"), the
Account Bank (as defined herein) and the Collateral Custodian (together with its
successors and assigns in such capacity, the "Collateral Custodian").
PRELIMINARY STATEMENT
The Lenders have agreed, on the terms and conditions set forth herein, to
provide a secured revolving credit facility which shall provide for Advances
under the Variable Funding Note(s) from time to time in an aggregate principal
amount not to exceed the Borrowing Base. The proceeds of the Advances will be
used to finance the Borrower's purchase, on a "true sale" basis, of Eligible
Loan Assets from the Seller, approved by the Administrative Agent, pursuant to
the Purchase and Sale Agreement between the Borrower and the Seller.
Accordingly, the parties agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01
Certain Defined Terms.
(a)
Certain capitalized terms used throughout this Agreement are defined
above or in this