or Servicer to Perform Certain Obligations
154
Section 11.19
Power of Attorney
154
Section 11.20
Delivery of Termination Statements, Releases, etc.
155
Section 11.21
Intent of the Parties
155
-iii-
ARTICLE XII.
COLLATERAL CUSTODIAN
155
Section 12.01
Designation of Collateral Custodian
155
Section 12.02
Duties of Collateral Custodian
155
Section 12.03
Merger or Consolidation
158
Section 12.04
Collateral Custodian Compensation
159
Section 12.05
Collateral Custodian Removal
159
Section 12.06
Limitation on Liability
159
Section 12.07
Collateral Custodian Resignation
160
Section 12.08
Release of Documents
160
Section 12.09
Return of Required Loan Documents
161
Section 12.10
Access to Certain Documentation and Information Regarding the Collateral
Portfolio; Audits of Servicer
162
Section 12.11
Bailment
162
-iv-
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
Agreed-Upon Procedures For Independent Public Accountants or Other
Third Parties
SCHEDULE IV
Loan Tape
EXHIBITS
EXHIBIT A
Form of Approval Notice
EXHIBIT B
Form of Borrowing Base Certificate
EXHIBIT C
Form of Disbursement Request
EXHIBIT D
Form of Joinder Supplement
EXHIBIT E
Form of Notice of Borrowing
EXHIBIT F
Form of Notice of Reduction (Reduction of Advances Outstanding)
EXHIBIT G
Form of Variable Funding Note
EXHIBIT H
Form of Certificate of Closing Attorneys
EXHIBIT I
Form of Servicer's Certificate (Servicing Report)
EXHIBIT J
Form of Release of Required Loan Documents
EXHIBIT K
Form of Transferee Letter
EXHIBIT L
Form of Power of Attorney for Servicer
EXHIBIT M
Form of Power of Attorney for Borrower
EXHIBIT N
Form of Loan Asset Checklist
EXHIBIT O
Form of Notice of Lien Release Dividend
ANNEXES
ANNEX A
Commitments
This LOAN AND SERVICING AGREEMENT is made as of February 13, 2015, among:
(1) FLLP 2015-1, 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 Transferor (as
defined herein);
(3) SOLAR SENIOR CAPITAL LTD., a Maryland corporation, as the Servicer (as
defined herein);
(4) EACH OF THE CONDUIT LENDERS FROM TIME TO TIME PARTY HERETO, as a Conduit
Lender;
(5) EACH OF THE INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as an
Institutional Lender;
(6) EACH OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO, as a Lender Agent;
(7) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
("Administrative Agent"); and
(8) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
("WFBNA"), not in its individual capacity but solely as the collateral agent
(together with its successors and assigns in such capacity, the "Collateral
Agent"), not in its individual capacity but solely as the collateral custodian
(together with its successors and assigns in such capacity, the "Collateral
Custodian") and not in its individual capacity but solely as the Account Bank
(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)