Information
D-1
EXHIBITS
EXHIBIT A-1
Borrower Notice (Funding Request)
A-1-1
EXHIBIT A-2
Borrower Notice (Swingline Funding Request)
A-2-1
EXHIBIT A-3
Borrower Notice (Reduction of Advances Outstanding and Reduction of
Facility Amount)
A-3-1
EXHIBIT B-1
Form of Structured Note
B-1-1
EXHIBIT B-2
Form of Swingline Note
B-2-1
EXHIBIT C
Form of Trust Agreement
C-1
EXHIBIT D
Form of Assignment and Acceptance
D-1
EXHIBIT E
Form of Monthly Report
E-1
EXHIBIT F
Form of Servicer's Certificate
F-1
EXHIBIT G
Credit and Collection Policy
G-1
EXHIBIT H-1
Form of Hedging Agreement (Wachovia) (including Schedule)
H-1-1
EXHIBIT H-2
Form of Hedging Agreement (JPMorgan Chase) (including Schedule)
H-2-1
EXHIBIT I
Form of Certificate of Borrower's Counsel
I-1
EXHIBIT J
Form of Trust Receipt and Initial Certification
J-1
EXHIBIT K
Form of Trust Receipt and Final Certification
K-1
EXHIBIT L
Form of Request for Release of Loan Documents and Receipt
L-1
EXHIBIT M
Form of Assignment of Mortgage
M-1
EXHIBIT N
Form of Reinvestment Certification
N-1
EXHIBIT O-1
Officer's Certificate as to Solvency from Originator
O-1-1
EXHIBIT O-2
Officer's Certificate as to Solvency from Borrower
O-2-1
EXHIBIT P-1
Officer's Closing Certificate from Originator
P-1-1
EXHIBIT P-2
Officer's Closing Certificate from Borrower
P-2-1
EXHIBIT Q-1
Power of Attorney from Servicer
Q-1-1
EXHIBIT Q-2
Power of Attorney from Borrower
Q-2-1
EXHIBIT R
Form of Notice and Request for Consent
R-1
EXHIBIT S
[Reserved]
S-1
EXHIBIT T
Form of Agent and Intercreditor Provisions for Agented Notes
T-1
EXHIBIT U
[Reserved]
U-1
EXHIBIT V
Form of Transferee Letter
V-1
EXHIBIT W
Form of Joinder Supplement
W-1
SCHEDULES
SCHEDULE I
Schedule of Documents
SI-1
SCHEDULE II
[Reserved]
SII-1
- v -
TABLE OF CONTENTS
(continued)
Page
SCHEDULE III
[Reserved]
SIII-1
SCHEDULE IV
Loan List
SIV-1
SCHEDULE V
Location of Loan Files
SV-1
SCHEDULE VI
Form of Loan Checklist
SVI-1
- vi -
P R E A M B L E
THIS THIRD AMENDED AND RESTATED LOAN FUNDING AND SERVICING AGREEMENT (such
agreement as amended, modified, waived, supplemented or restated from time to
time, the "Agreement") is made as of this 23rd day of September, 2005, by and
among:
(1) ACS FUNDING TRUST I, a Delaware statutory trust, as the borrower (together
with its successors and assigns in such capacity, the "Borrower");
(2) AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (individually,
"American Capital", as the originator, the "Originator" and as servicer and
together with its successors and assigns in such capacity, the "Servicer");
(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) WACHOVIA CAPITAL MARKETS, LLC, a Delaware limited liability company ("WCM"),
as the deal agent (together with its successors and assigns in such capacity,
the "Deal Agent");
(7) WACHOVIA BANK, NATIONAL ASSOCIATION, as the swingline lender (in such
capacity, the "Swingline Lender" and, together with each Conduit Lender