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 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 December 17, 2010, among:
(1) SOLAR CAPITAL FUNDING II LLC, a Delaware limited liability company (together
with its successors and assigns in such capacity, the "Borrower");
(2) SOLAR CAPITAL LTD., a Maryland corporation, as the Servicer (as defined
herein) and the Transferor (as defined herein);
(3) EACH OF THE CONDUIT LENDERS FROM TIME TO TIME PARTY HERETO, as a Conduit
Lender (as defined herein);
(4) EACH OF THE INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as an
Institutional Lender (as defined herein);
(5) EACH OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO, as a Lender Agent
(as defined herein);
(6) WELLS FARGO SECURITIES, LLC, as Administrative Agent (as defined herein);
(7) WELLS FARGO DELAWARE TRUST COMPANY, N.A., as the Collateral Agent (as
defined herein); and
(8) WELLS FARGO BANK, N.A, as the Account Bank (as defined herein) and the
Collateral Custodian (as defined herein).
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 or contribution, as applicable, on a
"true sale" basis, of Eligible Loan Assets from the Transferor, approved by the
Administrative Agent, pursuant to the Purchase and Sale Agreement between the
Borrower and the Transferor. 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 Section 1.01.
(b) As used in this Agreement and the exhibits and schedules thereto (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 defined):
"1940 Act" means the Investment Company Act of 1940, as amended, and the rules
and regulations promulgated thereunder.
"Account Bank" means Wells Fargo, in its capacity as the "Account Bank" pursuant
to the Collection Account Agreement.
"Action" has the meaning assigned to that term in Section 8.03.
"Additional Amount"