Page
SECTION 13.10
Access to Certain Documentation and Information Regarding the Collateral
Portfolio; Audits of Servicer
167
SECTION 13.11
Bailment
167
ARTICLE XIV. ACCOUNT BANK
168
SECTION 14.01
Designation of Account Bank
168
SECTION 14.02
Duties of Account Bank
168
SECTION 14.03
Merger or Consolidation
168
SECTION 14.04
Account Bank Compensation
168
SECTION 14.05
Account Bank Removal
169
SECTION 14.06
Limitation on Liability
169
SECTION 14.07
Account Bank Resignation
169
ARTICLE XV. COLLATERAL ADMINISTRATOR
169
SECTION 15.01
Designation of Collateral Administrator
169
SECTION 15.02
Duties of Collateral Administrator
170
SECTION 15.03
Merger or Consolidation
171
SECTION 15.04
Collateral Administrator Compensation
171
SECTION 15.05
Collateral Administrator Removal
171
SECTION 15.06
Limitation on Liability
172
SECTION 15.07
Collateral Administrator Resignation
172
iv
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
Loan Asset Schedule SCHEDULE V
Advance
Date Assigned Values SCHEDULE VI
Industry Categories EXHIBITS
EXHIBIT A
[Reserved] EXHIBIT B
Risk and Collection Policies 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 Revolving Note EXHIBIT I
Form of Notice of Loan Asset Dividend
EXHIBIT J
Form of Certificate of Closing Attorneys EXHIBIT K
Form of
Servicing Report EXHIBIT L
Form of Servicer's Certificate (Servicing Report)
EXHIBIT M
Form of Release of Required Loan Documents EXHIBIT N
Form of
Transferee Letter EXHIBIT O
Form of Power of Attorney for Servicer EXHIBIT P
Form of Power of Attorney for Borrower EXHIBIT Q
Form of Servicer's
Certificate (Loan Asset Register) EXHIBIT R
Form of Tax Certificate EXHIBIT S
Form of Compliance Certificate (Required Asset Coverage Ratio) ANNEXES
ANNEX A
Commitments ANNEX B
Borrowing Base Model ANNEX C
Diversity
Score Model ANNEX D
WARR and WARF Matrix Models ANNEX E
WARR and WARF
Related Definitions ANNEX F
Internal Valuation Protocol
v
LOAN AND SERVICING AGREEMENT, dated as of May 24, 2013, by and among:
(1) CARLYLE GMS FINANCE SPV LLC, a Delaware limited liability company (together
with its successors and assigns in such capacity, the "Borrower");
(2) CARLYLE GMS FINANCE, INC., a Maryland corporation, as the Transferor (as
defined herein);
(3) CARLYLE GMS FINANCE, INC., a Maryland corporation, as the Servicer (as
defined herein);
(4) EACH OF THE CONDUIT LENDERS FROM TIME TO TIME PARTY HERETO, as a Conduit
Lender (as defined herein);
(5) EACH OF THE LIQUIDITY BANKS FROM TIME TO TIME PARTY HERETO, as a Liquidity
Bank (as defined herein);
(6) EACH OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO, as a Lender Agent
(as defined herein);
(7) EACH OF THE INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as an
Institutional Lender (as defined herein);
(8) CITIBANK, N.A., as the Collateral Agent (as defined herein);
(9) WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Account Bank (as