Notice of Borrowing
EXHIBIT E
- Form of Notice of Reduction (Reduction of Advances Outstanding)
EXHIBIT F
- Form of Notice of Termination/Permanent Reduction
EXHIBIT G
- Form of Certificate of Closing Attorneys
EXHIBIT H-1
- Form of Servicing Report
EXHIBIT H-2
- Form of Collateral Agent Report
EXHIBIT I
- Form of Servicer's Certificate (Servicing Report)
EXHIBIT J
- Form of Release of Required Loan Documents
EXHIBIT K
- Form of Assignment and Acceptance
EXHIBIT L
- Form of Power of Attorney for Servicer
EXHIBIT M
- Form of Power of Attorney for Borrower
EXHIBIT N
- Forms of U.S. Tax Compliance Certificates
EXHIBIT O
- Form of Joinder Supplement
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This LOAN AND SERVICING AGREEMENT is made as of August 4, 2020, by and among:
(1)TCPC FUNDING II, LLC, a Delaware limited liability company, as the Borrower
(as defined below);
(2)Special Value Continuation Partners LLC, a Delaware limited liability
company, as the Servicer (as defined below) and as the Transferor (as defined
below);
(3)EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as a Lender (as defined
below);
(4)MORGAN STANLEY ASSET FUNDING INC., as the Administrative Agent (as defined
below); and
(5)WELLS FARGO BANK, NATIONAL ASSOCIATION, ("Wells Fargo"), as the Collateral
Agent (as defined below), the Account Bank (as defined below) and the Collateral
Custodian (as defined below).
RECITALS
WHEREAS, the Borrower has requested that the Lenders make available to the
Borrower a revolving loan facility in the maximum principal amount of up to the
Facility Amount (as defined below), the proceeds of which shall be used by the
Borrower to fund the purchase of certain Eligible Loan Assets (as defined
below);
WHEREAS, the Borrower is willing to grant to the Collateral Agent, for the
benefit of the Secured Parties (as defined below), a lien on and security
interest in the Collateral (as defined below) to secure the payment in full of
the Obligations (as defined below);
WHEREAS, the Lenders are willing to extend financing to the Borrower on the
terms and conditions set forth herein;
WHEREAS, the Borrower also desires to retain the Servicer to perform certain
servicing functions related to the Collateral on the terms and conditions set
forth herein; and
WHEREAS, the Servicer desires to perform certain servicing functions related to
the Collateral on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
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ARTICLE I.
DEFINITIONS
Section 1.01 Certain Defined Terms.
(a) Certain capitalized terms used throughout this Agreement are defined above
or in this Section 1.01.
(b) As used in this Agreement and the exhibits and schedules hereto (each of
which is hereby incorporated herein and made a part hereof), the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms