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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/06/23 BlackRock TCP Capital Corp. 8-K:1,7,9 9/06/23 15:4M Broadridge Fin’l So… Inc |
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1. |
FEE WAIVER
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1.1 |
The Investment Manager shall waive its Management Fee for any applicable
Covered Quarter to the extent necessary to ensure that the Per Share NII for such Covered Quarter is no less than the NII Floor. The amount waived pursuant
to this Section 1 shall not be subject to reimbursement or recoupment pursuant to this Agreement or otherwise.
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1.2 |
In no event shall the Investment Manager be required to waive more than its
entire Management Fee for any Covered Quarter to ensure that the Per Share NII for any Covered Quarter is not less than the NII Floor. Accordingly, (a) the waiver for each Covered Quarter shall be independent of each other Covered Quarter
and in no event shall the Investment Manager be required to waive any portion of the Management Fee in one Covered Quarter to support the Per Share NII in
another Covered Quarter and (ii) in no event shall the Investment Manager be required to contribute capital to the Company or make any other payment to the Company to ensure that the Per
Share NII for any Covered Quarter is not less than the NII Floor.
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1.3 |
The Investment Manager shall exclude from the calculation of the Per Share NII and the Incentive Fee any amortization or accretion of any purchase premium or purchase discount to
interest income or any gains and losses resulting solely from accounting adjustments to the cost basis of the BCIC assets acquired in the Merger as required under ASC 805.
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2. |
TERM AND TERMINATION OF AGREEMENT.
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2.1 |
This Agreement shall become effective as of, and is subject to the occurrence of, the Closing (as defined the Merger Agreement).
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2.2 |
Upon the termination of the Merger Agreement without the occurrence of the Closing, this Agreement shall be automatically terminated and of no further force
and effect.
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2.3 |
Once effective pursuant to Section 2.1, this Agreement will remain in effect until, and will terminate automatically upon, the termination of the Investment
Management Agreement unless a new Investment Management Agreement with the Investment Manager (or an affiliate of the Investment Manager) to replace the terminated agreement becomes effective upon such termination.
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3. |
MISCELLANEOUS.
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3.1 |
AMENDMENT OF THIS AGREEMENT. No
provision of this Agreement may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the amendment, waiver, discharge or termination is sought. Any
amendment of this Agreement shall be subject to the 1940 Act. The Company shall promptly provide a copy of any such amendment or waiver to any party entitled thereto.
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3.2 |
NOTICES. Unless expressly
provided otherwise herein, any notice, request, direction, demand or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received if sent by hand or by
overnight courier, when personally delivered, if sent by telecopier, when receipt is confirmed by telephone, or if sent by registered or certified mail, postage prepaid, return receipt requested, when actually received if addressed as set
forth below:
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3.3 |
BINDING NATURE OF AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns as provided herein.
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3.4 |
ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof,
and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control
and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.
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3.5 |
TITLES NOT TO AFFECT INTERPRETATION. The titles of sections contained in this Agreement are for convenience of reference only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.
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3.6 |
PROVISIONS SEPARABLE. The provisions of this Agreement are independent of and separable from each other, and, to the extent permitted by applicable law, no
provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
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3.7 |
GOVERNING LAW. This Agreement
shall be governed and construed in accordance with the laws of the State of New York and, to the extent inconsistent therewith, the 1940 Act.
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3.8 |
EXECUTION IN COUNTERPARTS. This
Agreement may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
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BLACKROCK TCP CAPITAL CORP.
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By:
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/s/ Erik Cuellar | ||
Name:
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Title:
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Chief Financial Officer
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TENNENBAUM CAPITAL PARTNERS, LLC
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By:
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/s/ Rajneesh Vig | ||
Name:
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Title:
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Authorized Signatory
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This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period end: | 9/6/23 | 425 | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/19/24 BlackRock TCP Capital Corp. POS 8C 3/18/24 2:95K Broadridge Fin’l So… Inc 2/29/24 BlackRock TCP Capital Corp. 10-K 12/31/23 93:61M Donnelley … Solutions/FA 1/11/24 BlackRock Capital Inv Corp. DEFM14A 1:11M Broadridge Fin’l So… Inc 1/11/24 BlackRock TCP Capital Corp. 424B3 1:9.3M Broadridge Fin’l So… Inc 1/11/24 BlackRock TCP Capital Corp. POS 8C 7:11M Broadridge Fin’l So… Inc 11/14/23 BlackRock TCP Capital Corp. N-14 8C/A 7:11M Broadridge Fin’l So… Inc 11/09/23 BlackRock TCP Capital Corp. N-14 8C/A 3:84K Broadridge Fin’l… Inc/FA 11/02/23 BlackRock TCP Capital Corp. 10-Q 9/30/23 85:65M Donnelley … Solutions/FA 10/06/23 BlackRock TCP Capital Corp. N-14 8C 9:13M Broadridge Fin’l So… Inc |