Ratable
Payments 141145 Section 12.18 Failure of Borrower or Collateral Manager to
Perform Certain Obligations 142146 Section 12.19 Power of Attorney 142146
Section 12.20 Intent of the Parties 142146 Section 12.21 Limitation on Liability
142146
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LIST OF SCHEDULES AND EXHIBITS
SCHEDULES SCHEDULE I Prior Names, Tradenames, Fictitious Names and "Doing
Business As" Names SCHEDULE II Agreed-Upon Procedures For Independent Public
Accountants SCHEDULE III Moody's Industry Classification Group List
EXHIBITS
EXHIBIT A Form of Approval Notice EXHIBIT B Intentionally Omitted 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 Form of Notice of Reduction (Reduction of Maximum Facility Amount)
EXHIBIT I Form of Variable Funding Note EXHIBIT J Form of Certificate of Closing
Attorneys EXHIBIT K Form of Collateral Management Report EXHIBIT L Form of
Collateral Manager Certificate (Collateral Management Report) EXHIBIT M Form of
Release of Required Loan Documents EXHIBIT N Form of Transferee Letter EXHIBIT O
Intentionally Omitted EXHIBIT P Form of Officer's Certificate (Solvency) EXHIBIT
Q Form of Notice and Request for Consent to Lien Release Dividend
ANNEXES
ANNEX A Addresses for Notices ANNEX B Commitments
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THIS LOAN AND SERVICING AGREEMENT (as amended, modified, waived, supplemented,
restated or replaced from time to time, this "Agreement") is made as of February
19, 2014, among:
(1)
WISSAHICKON CREEK LLC, a Delaware limited liability company
(together with its successors and assigns in such capacity, the "Borrower");
(2)
EACH OF THE CONDUIT LENDERS FROM TIME TO TIME PARTY HERETO
(together with its respective successors and assigns in such capacity, each a
"Conduit Lender" and collectively, the "Conduit Lenders");
(3)
EACH OF THE INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO
(together with its respective successors and assigns in such capacity, each an
"Institutional Lender", collectively, the "Institutional Lenders" and, together
with the Conduit Lenders, the "Lenders");
(4)
EACH OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO (together
with its respective successors and assigns in such capacity, each a "Lender
Agent" and collectively, the "Lender Agents");
(5)
WELLS FARGO SECURITIES, LLCBANK, NATIONAL ASSOCIATION, as
Administrative Agent (together with its successors and assigns in such capacity,
the "Administrative Agent"); and
(6)
WELLS FARGO 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 of Eligible Loans either (i) from the
Seller pursuant to the Purchase and Sale Agreement between the