FIRST AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT
This AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (this Agreement) is made and effective as of February 25, 2021 (the Effective Date) by and between SLR CAPITAL PARTNERS, LLC (f/k/a SOLAR CAPITAL PARTNERS, LLC), a Delaware limited liability company (the Licensor), and SLR SENIOR INVESTMENT CORP. (f/k/a SOLAR SENIOR CAPITAL LTD.), a Maryland corporation (Company) (each a party, and collectively, the parties).
WHEREAS, Company is a closed-end management investment fund that has elected to be regulated as a business development company;
WHEREAS, pursuant to the First Amended and Restated Investment Advisory Agreement, dated as of August 2, 2016, between Licensor and Company (the Advisory Agreement), Company has engaged Licensor to act as the investment adviser to the Company;
WHEREAS, pursuant to an Amendment to its Certificate of Formation filed in the State of Delaware on February 24, 2021, the Licensor changed its name from Solar Capital Partners, LLC to SLR Capital Partners, LLC;
WHEREAS, pursuant to Articles of Amendment filed in the State of Maryland on February 24, 2021, the Company changed its name from Solar Senior Capital Ltd. to SLR Senior Investment Corp.;
WHEREAS, Licensor is the owner of the trade names SOLAR and SLR (each, a Licensed Mark) in the United States of America (the Territory);
WHEREAS, the Company and the Licensor are parties to the trademark license agreement, dated February 24, 2011, by and between the Company and the Licensor (the Prior Agreement), pursuant to which the Company is permitted to use the SOLAR Licensed Mark in connection with its business;
WHEREAS, the Company now desires to use both the SOLAR Licensed Mark and the SLR Licensed Mark in connection with the operation of its business, and Licensor is willing to permit Company to use the Licensed Marks, subject to the terms and conditions of this Agreement;
WHEREAS, the Company and the Licensor desire to amend and restate the Prior Agreement in order to (i) change the name of the Company from Solar Senior Capital Ltd. to SLR Senior Investment Corp.; (ii) change the name of the Licensor from Solar Capital Partners, LLC to SLR Capital Partners, LLC; and (iii) revise the definition of Licensed Mark to include both SOLAR and SLR; and
WHEREAS, the board of directors of the Company has approved this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.1 License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Company, and Company hereby accepts from Licensor, a personal, non-exclusive, royalty-free right and license to use the Licensed Marks solely and exclusively as an element of Companys own company name and in connection with the conduct of its business. Except as provided above, neither Company nor any affiliate, owner, director, officer, employee, or agent thereof shall otherwise use the Licensed Marks or any derivative thereof without the prior express written consent of Licensor in its sole and absolute discretion. All rights not expressly granted to Company hereunder shall remain the exclusive property of Licensor.