140
SECTION 13.10
Access to Certain Documentation and Information Regarding the Collateral
Portfolio; Audits of Servicer
140
SECTION 13.11
Bailment
141
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
DBRS Derived Ratings
EXHIBITS
EXHIBIT A
[Reserved] EXHIBIT B
Credit and Collection Policy EXHIBIT C
Form of Borrowing Base Certificate EXHIBIT D-1
Form of Disbursement Request
EXHIBIT D-2
Form of URCA Disbursement Request EXHIBIT D-3
[Reserved]
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 Loan Asset Schedule EXHIBIT T
Form of
Compliance Certificate (Required Asset Coverage Ratio) EXHIBIT U
Additional
Terms Addendum
ANNEXES
ANNEX A
Commitments ANNEX B
Borrowing Base Model
LOAN AND SERVICING AGREEMENT, dated as of August 26, 2011 (as amended through
the Sixth Amendment, dated as of June 1, 2018), by and among:
(1)
SUNS SPV LLC, a Delaware limited liability company (together with its
successors and assigns in such capacity, the "Borrower");
(2)
SOLAR SENIOR 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 LIQUIDITY BANKS FROM TIME TO TIME PARTY HERETO, as a
Liquidity Bank (as defined herein);
(5)
EACH OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO, as a Lender
Agent (as defined herein);
(6)
EACH OF THE INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as an
Institutional Lender (as defined herein);
(7)
CITIBANK, N.A., as the Collateral Agent (as defined herein);
(8)
WELLS FARGO BANK, N.A., as the Account Bank (as defined herein), the
Backup Servicer (as defined herein) and the Collateral Custodian (as defined
herein); and
(9)
CITIBANK, N.A., as Administrative Agent (as defined herein).
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 Revolving Notes from time to time in the amounts and in accordance
with the terms set forth herein.
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)