For Independent Public Accountants
SCHEDULE V
Loan Asset Schedule
EXHIBITS
EXHIBIT A
Form of Approval Notice
EXHIBIT B
Form of Assignment of Mortgage
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
[Reserved]
EXHIBIT I
Form of Variable Funding Note
EXHIBIT J
Form of Notice and Request for Consent
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)
EXHIBIT S
Form of Letter of Credit Request
ANNEXES
ANNEX A
Commitments
-v-
This AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT is made as of
November 5, 2010, among:
(1) FIFTH STREET FUNDING, LLC, a Delaware limited liability company
(together with its successors and assigns in such capacity, the "Borrower");
(2) FIFTH STREET FINANCE CORP., a Delaware 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;
(4) EACH OF THE INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as an
Institutional Lender;
(5) EACH OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO, as a Lender
Agent;
(6) WELLS FARGO SECURITIES, LLC, as Administrative Agent (together with its
successors and assigns in such capacity, the "Administrative Agent");
(7) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Letter of Credit Issuing
Lender (together with its successors and assigns in such capacity, the "Issuing
Lender"); and
(8) WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Agent
(together with its successors and assigns in such capacity, the "Collateral
Agent"), the Account Bank (as defined herein) and the Collateral Custodian
(together with its successors and assigns in such capacity, the "Collateral
Custodian").
PRELIMINARY STATEMENT
The parties hereto were party to a certain Loan and Servicing
Agreement, dated as of November 16, 2009 (as amended to date, the "Original
Agreement") by and among Fifth Street Funding, LLC, as the borrower, Fifth
Street Finance Corp., as the transferor and as the servicer, Wells Fargo
Securities, LLC, as the administrative agent, each of the Conduit Lenders and
Institutional Lenders from time to time party thereto, each of the Lender Agents
from time to time party thereto and Wells Fargo Bank, National Association, as
the collateral agent, as the account bank and as the collateral custodian. The
parties hereto hereby amend and restate the Original Agreement.
The Lenders have agreed, on the terms and conditions set forth herein,
to provide a secured revolving credit facility which shall provide for Advances
and L/C Advances under the Variable Funding Note(s) from time to time in an
aggregate