"Doing Business As" Names
SCHEDULE III
Eligibility Criteria
SCHEDULE IV
Loan Asset Schedule
SCHEDULE V
Advance Date Assigned Values 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
Form of YRA 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
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) ANNEXES
ANNEX
A
Commitments
ANNEX B
Borrowing Base Model
iv
LOAN AND SERVICING AGREEMENT, dated as of August 26, 2011, 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) CITIGROUP GLOBAL MARKETS INC., 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) 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