10-Q

______________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________________________________________________________

FORM 10-Q

þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2020

OR

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 814-00794

Golub Capital BDC, Inc.

(Exact name of registrant as specified in its charter)

Delaware	27-2326940
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

200 Park Avenue, 25th Floor

New York, NY 10166

(Address of principal executive offices)

(212) 750-6060

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GBDC	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ   No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes o No   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  þ	Accelerated filer o
Non-accelerated filer  o	Smaller reporting company o
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No þ

As of May 11, 2020, the Registrant had 133,807,609 shares of common stock, $0.001 par value, outstanding.

Part I. Financial Information
Item 1.	Financial Statements	3
	Consolidated Statements of Financial Condition as of March 31, 2020 (unaudited) and September 30, 2019	3
	Consolidated Statements of Operations for the three and six months ended March 31, 2020 (unaudited) and 2019 (unaudited)	4
	Consolidated Statements of Changes in Net Assets for the three and six months ended March 31, 2020 (unaudited) and 2019 (unaudited)	5
	Consolidated Statements of Cash Flows for the six months ended March 31, 2020 (unaudited) and 2019 (unaudited)	6
	Consolidated Schedules of Investments as of March 31, 2020 (unaudited) and September 30, 2019	8
	Notes to Consolidated Financial Statements (unaudited)	61
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	106
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	143
Item 4.	Controls and Procedures	144
Part II. Other Information
Item 1.	Legal Proceedings	145
Item 1A.	Risk Factors	145
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	145
Item 3.	Defaults Upon Senior Securities	145
Item 4.	Mine Safety Disclosures	146
Item 5.	Other Information	146
Item 6.	Exhibits	147

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Golub Capital BDC, Inc. and Subsidiaries

Consolidated Statements of Financial Condition

(In thousands, except share and per share data)

	March 31, 2020		September 30, 2019
	(unaudited)
Assets
Investments, at fair value
Non-controlled/non-affiliate company investments	$	4,169,717	$	4,156,713
Non-controlled affiliate company investments	22,984		12,575
Controlled affiliate company investments	17,514		123,644
Total investments, at fair value (amortized cost of $4,547,999 and $4,391,770, respectively)	4,210,215		4,292,932
Cash and cash equivalents	23,705		6,463
Foreign currencies (cost of $654 and $54, respectively)	654		54
Restricted cash and cash equivalents	92,736		76,370
Restricted foreign currencies (cost of $2,049 and $1,321, respectively)	2,049		1,321
Cash collateral held at broker for forward currency contracts	1,700		600
Interest receivable	14,886		16,790
Unrealized appreciation on forward currency contracts	931		—
Other assets	270		333
Total Assets	$	4,347,146	$	4,394,863
Liabilities
Debt	$	2,362,678	$	2,124,392
Less unamortized debt issuance costs	6,137		4,939
Debt less unamortized debt issuance costs	2,356,541		2,119,453
Unrealized depreciation on forward currency contracts	—		115
Interest payable	13,082		13,380
Management and incentive fees payable	18,500		12,884
Accounts payable and other liabilities	3,035		25,970
Accrued trustee fees	—		207
Total Liabilities	2,391,158		2,172,009
Commitments and Contingencies (Note 8)
Net Assets
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of March 31, 2020 and September 30, 2019	—		—
Common stock, par value $0.001 per share, 200,000,000 shares authorized, 133,807,609 and 132,658,200 shares issued and outstanding as of March 31, 2020 and September 30, 2019, respectively	134		133
Paid in capital in excess of par	2,330,839		2,310,610
Distributable earnings	(374,985)		(87,889)
Total Net Assets	1,955,988		2,222,854
Total Liabilities and Total Net Assets	$	4,347,146	$	4,394,863
Number of common shares outstanding	133,807,609		132,658,200
Net asset value per common share	$	14.62	$	16.76

See Notes to Consolidated Financial Statements.

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Consolidated Statements of Operations (unaudited)

(In thousands, except share and per share data)

	Three months ended March 31,				Six months ended March 31,
	2020		2019		2020		2019
Investment income
From non-controlled/non-affiliate company investments:
Interest income	$	74,593	$	41,475	$	150,452	$	80,152
Dividend income	146		19		180		58
Fee income	157		125		372		647
Total investment income from non-controlled/non-affiliate company investments	74,896		41,619		151,004		80,857
From non-controlled affiliate company investments:
Interest income	228		186		472		359
Total investment income from non-controlled affiliate company investments	228		186		472		359
From controlled affiliate company investments:
Interest income	—		—		350		—
Dividend income	—		—		1,905		—
Total investment income from controlled affiliate company investments	—		—		2,255		—
Total investment income	75,124		41,805		153,731		81,216
Expenses
Interest and other debt financing expenses	21,550		10,636		43,828		20,420
Base management fee	14,858		6,594		30,064		13,033
Incentive fee	3,847		3,066		9,751		5,049
Professional fees	1,045		666		1,984		1,254
Administrative service fee	1,446		663		2,848		1,362
General and administrative expenses	432		124		579		225
Total expenses	43,178		21,749		89,054		41,343
Net investment income	31,946		20,056		64,677		39,873
Net gain (loss) on investment transactions
Net realized gain (loss) from:
Non-controlled/non-affiliate company investments	235		(1,852)		2,891		(3,800)
Non-controlled affiliate company investments	(8,038)		—		(8,038)		—
Controlled affiliate company investments	(4,036)		—		(4,036)		—
Foreign currency transactions	169		(9)		14		(39)
Net realized gain (loss) on investment transactions	(11,670)		(1,861)		(9,169)		(3,839)
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliate company investments	(258,248)		(1,060)		(240,776)		(799)
Non-controlled affiliate company investments	549		(361)		122		(279)
Controlled affiliate company investments	2,537		1,077		1,708		1,183
Translation of assets and liabilities in foreign currencies	3,626		(63)		476		88
Forward currency contracts	2,296		—		1,046		—
Net change in unrealized appreciation (depreciation) on investment transactions	(249,240)		(407)		(237,424)		193
Net gain (loss) on investment transactions	(260,910)		(2,268)		(246,593)		(3,646)
Net increase (decrease) in net assets resulting from operations	$	(228,964)	$	17,788	$	(181,916)	$	36,227
Per Common Share Data
Basic and diluted earnings (loss) per common share	$	(1.71)	$	0.29	$	(1.36)	$	0.60
Dividends and distributions declared per common share	$	0.33	$	0.32	$	0.79	$	0.76
Basic and diluted weighted average common shares outstanding	133,807,609		60,429,580		133,242,326		60,301,709

See Notes to Consolidated Financial Statements.

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Consolidated Statements of Changes in Net Assets (unaudited)

(In thousands, except share data)

	Common Stock			Paid in Capital in Excess of Par		Distributable Earnings		Total Net Assets
	Shares	Par Amount
Balance at September 30, 2018	60,165,454	$	60	$	949,547	$	19,247	$	968,854
Net increase in net assets resulting from operations:
Net investment income	—	—		—		39,873		39,873
Net realized gain (loss) on investment transactions	—	—		—		(3,839)		(3,839)
Net change in unrealized appreciation (depreciation) on investment transactions	—	—		—		193		193
Distributions to stockholders:
Stock issued in connection with dividend reinvestment plan	421,949	1		6,961		—		6,962
Distributions from distributable earnings	—	—		—		(45,808)		(45,808)
Total increase (decrease) for the six months ended March 31, 2019	421,949	1		6,961		(9,581)		(2,619)
Balance at March 31, 2019	60,587,403	$	61	$	956,508	$	9,666	$	966,235
Balance at December 31, 2018	60,422,239	$	60	$	953,681	$	11,213	$	964,954
Net increase in net assets resulting from operations:
Net investment income	—	—		—		20,056		20,056
Net realized gain (loss) on investment transactions	—	—		—		(1,861)		(1,861)
Net change in unrealized appreciation (depreciation) on investment transactions	—	—		—		(407)		(407)
Distributions to stockholders:
Stock issued in connection with dividend reinvestment plan	165,164	1		2,827		—		2,828
Distributions from distributable earnings	—	—		—		(19,335)		(19,335)
Total increase (decrease) for the three months ended March 31, 2019	165,164	1		2,827		(1,547)		1,281
Balance at March 31, 2019	60,587,403	$	61	$	956,508	$	9,666	$	966,235
Balance at September 30, 2019	132,658,200	$	133	$	2,310,610	$	(87,889)	$	2,222,854
Net increase (decrease) in net assets resulting from operations:
Net investment income	—	—		—		64,677		64,677
Net realized gain (loss) on investment transactions	—	—		—		(9,169)		(9,169)
Net change in unrealized appreciation (depreciation) on investment transactions	—	—		—		(237,424)		(237,424)
Distributions to stockholders:
Stock issued in connection with dividend reinvestment plan	1,149,409	1		20,229		—		20,230
Distributions from distributable earnings	—	—		—		(105,180)		(105,180)
Total increase (decrease) for the six months ended March 31, 2020	1,149,409	1		20,229		(287,096)		(266,866)
Balance at March 31, 2020	133,807,609	$	134	$	2,330,839	$	(374,985)	$	1,955,988
Balance at December 31, 2019	133,807,609	$	134	$	2,330,839	$	(101,864)	$	2,229,109
Net increase (decrease) in net assets resulting from operations:
Net investment income	—	—		—		31,946		31,946
Net realized gain (loss) on investment transactions	—	—		—		(11,670)		(11,670)
Net change in unrealized appreciation (depreciation) on investment transactions	—	—		—		(249,240)		(249,240)
Distributions to stockholders:
Distributions from distributable earnings	—	—		—		(44,157)		(44,157)
Total increase (decrease) for the three months ended March 31, 2020	—	—		—		(273,121)		(273,121)
Balance at March 31, 2020	133,807,609	$	134	$	2,330,839	$	(374,985)	$	1,955,988

See Notes to Consolidated Financial Statements.

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Consolidated Statements of Cash Flows (unaudited)

(In thousands)

	Six months ended March 31,
	2020		2019
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	(181,916)	$	36,227
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash (used in) provided by operating activities:
Amortization of deferred debt issuance costs	1,304		1,136
Accretion of discounts and amortization of premiums	15,896		(3,930)
Net realized (gain) loss on investments	9,183		3,800
Net realized (gain) loss on foreign currency and other transactions	(14)		39
Net change in unrealized (appreciation) depreciation on investments	238,946		(105)
Net change in unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies	(476)		(88)
Net change in unrealized (appreciation) depreciation on forward currency contracts	(1,046)		—
Proceeds from (fundings of) revolving loans, net	(31,054)		(4,051)
Fundings of investments	(498,841)		(310,935)
Proceeds from principal payments and sales of portfolio investments	445,227		143,900
PIK interest	(4,648)		(851)
Purchase of SLF and GCIC SLF minority interests, net of cash acquired (Note 1)(1)	4,944		—
Changes in operating assets and liabilities:
Interest receivable	2,374		(754)
Cash collateral held at broker for forward currency contracts	(1,100)		—
Other assets	82		(685)
Interest payable	(554)		5,716
Management and incentive fees payable	5,616		(2,654)
Accounts payable and other liabilities	(23,423)		123
Accrued trustee fees	(207)		4
Net cash (used in) provided by operating activities	(19,707)		(133,108)
Cash flows from financing activities
Borrowings on debt	695,561		1,070,586
Repayments of debt	(553,438)		(865,037)
Capitalized debt issuance costs	(2,502)		(3,140)
Proceeds from other short-term borrowings	64,769		21,719
Repayments on other short-term borrowings	(65,017)		(21,646)
Distributions paid	(84,950)		(38,846)
Net cash provided by (used in) financing activities	54,423		163,636
Net change in cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies	34,716		30,528
Effect of foreign currency exchange rates	220		(83)
Cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies, beginning of period	84,208		45,705
Cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies, end of period	$	119,144	$	76,150
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	39,162	$	13,568
Distributions declared during the period	105,180		45,808

See Notes to Consolidated Financial Statements.

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Consolidated Statements of Cash Flows (unaudited) - (continued)

(In thousands)

Supplemental disclosure of non-cash operating and financing activities:
Stock issued in connection with dividend reinvestment plan	$	20,230	$	6,962
Noncash assets acquired in consolidation of SLF and GCIC SLF (Note 1)	185,101		—
Noncash liabilities assumed in consolidation of SLF and GCIC SLF (Note 1)	(85,236)		—
Dissolution of existing SLF and GCIC SLF LLC equity interests	(119,077)		—

⁽¹⁾Represents $17,011 paid in cash to RGA and Aurora (as defined in Note 1), net of cash acquired due to the consolidation of SLF and GCIC SLF of $21,955.

The following table provides a reconciliation of cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies reported within the Consolidated Statements of Financial Condition that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows:

	As of March 31,
	2020		2019
Cash and cash equivalents	$	23,705	$	5,635
Foreign currencies (cost of $654 and $207, respectively)	654		207
Restricted cash and cash equivalents	92,736		69,799
Restricted foreign currencies (cost of $2,049 and $509, respectively)	2,049		509
Total cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies shown in the Consolidated Statements of Cash Flows	$	119,144	$	76,150

See Note 2. Significant Accounting Policies and Recent Accounting Updates for a description of cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies.

See Notes to Consolidated Financial Statements.

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Consolidated Schedule of Investments (unaudited)

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost			Percentage of Net Assets		Fair Value (4)
Investments
Non-controlled/non-affiliate company investments
Debt investments
Aerospace and Defense
NTS Technical Systems^*#+~	One stop	L + 6.00%	(a)	7.58%	06/2021	$	25,606	$	25,575		1.2	%	$	24,325
NTS Technical Systems+~	One stop	L + 6.00%	(a)	7.58%	06/2021	4,189		4,183			0.2		3,980
NTS Technical Systems	One stop	L + 6.00%	(a)(c)	7.00%	06/2021	4,022		3,993			0.2		3,819
Tronair Parent, Inc.^+	Senior loan	L + 4.75%	(c)	6.46%	09/2023	721		715			—		628
Tronair Parent, Inc.	Senior loan	L + 4.50%	(c)(f)	6.32%	09/2021	160		158			—		138
Whitcraft LLC^*#+~	One stop	L + 6.00%	(c)	7.45%	04/2023	64,220		64,687			3.2		61,652
Whitcraft LLC	One stop	L + 6.00%	(c)	7.45%	04/2023	240		238			—		228
						99,158		99,549			4.8		94,770
Automobile
Grease Monkey International, LLC^*#+	Senior loan	L + 5.00%	(c)	6.45%	11/2022	8,717		8,791			0.4		8,193
Grease Monkey International, LLC!~	Senior loan	L + 5.00%	(c)	6.45%	11/2022	2,382		2,466			0.1		2,239
Grease Monkey International, LLC#~	Senior loan	L + 5.00%	(c)	6.45%	11/2022	1,209		1,251			0.1		1,136
Grease Monkey International, LLC+~	Senior loan	L + 5.00%	(c)	6.45%	11/2022	1,095		1,132			0.1		1,028
Grease Monkey International, LLC	Senior loan	L + 5.00%	(c)	6.45%	11/2022	1,000		1,003			0.1		940
Grease Monkey International, LLC	Senior loan	P + 4.00%	(a)(f)	6.71%	11/2022	123		124			—		112
Grease Monkey International, LLC	Senior loan	L + 5.00%		N/A(6)	11/2022	—		—			—		—
JHCC Holdings LLC	One stop	L + 5.50%	(a)	6.50%	09/2025	15,709		15,424			0.7		13,824
JHCC Holdings LLC	One stop	P + 4.50%	(f)	7.75%	09/2025	79		76			—		43
JHCC Holdings LLC	One stop	P + 4.50%	(f)	7.75%	09/2025	13		12			—		1
Polk Acquisition Corp.*#%&	Senior loan	L + 5.25%	(c)	6.70%	06/2022	17,680		17,443			0.8		16,265
Polk Acquisition Corp.	Senior loan	L + 5.25%	(c)	6.69%	06/2022	170		167			—		154
Polk Acquisition Corp.%&	Senior loan	L + 5.25%	(c)	6.70%	06/2022	104		102			—		96
Power Stop, LLC+~	Senior loan	L + 4.50%	(c)(f)	5.95%	10/2025	2,857		2,915			0.1		2,514
Quick Quack Car Wash Holdings, LLC*#	One stop	L + 6.50%	(a)	7.50%	04/2023	13,151		13,260			0.6		12,493
Quick Quack Car Wash Holdings, LLC#	One stop	L + 6.50%	(a)	7.50%	04/2023	2,372		2,351			0.1		2,254
Quick Quack Car Wash Holdings, LLC*+	One stop	L + 6.50%	(a)	7.50%	04/2023	2,073		2,147			0.1		1,969
Quick Quack Car Wash Holdings, LLC*+	One stop	L + 6.50%	(a)	7.50%	04/2023	1,386		1,435			0.1		1,316
Quick Quack Car Wash Holdings, LLC	One stop	L + 6.50%	(a)	7.50%	04/2023	1,122		1,187			0.1		1,066
Quick Quack Car Wash Holdings, LLC	One stop	L + 6.50%	(a)	7.50%	04/2023	80		82			—		76
						71,322		71,368			3.4		65,719
Beverage, Food and Tobacco
Abita Brewing Co., L.L.C.+	One stop	L + 7.00%	(c)	8.61%	04/2021	9,983		10,030		1	0.5		9,184
Abita Brewing Co., L.L.C.	One stop	L + 7.00%	(c)	8.74%	04/2021	20		20		1	—		18
BJH Holdings III Corp.+~	One stop	L + 5.75%	(c)	7.20%	08/2025	46,168		47,636		1	2.2		42,937
BJH Holdings III Corp.	One stop	L + 5.75%	(a)(c)	6.95%	08/2025	800		793		1	0.1		744
Cafe Rio Holding, Inc.^#	One stop	L + 5.50%	(c)	6.57%	09/2023	18,706		18,936		1	0.9		17,209
Cafe Rio Holding, Inc.#	One stop	L + 5.50%	(d)	6.57%	09/2023	2,259		2,342		1	0.1		2,079
Cafe Rio Holding, Inc.	One stop	L + 5.50%	(c)(d)	6.51%	09/2023	2,007		2,005		1	0.1		1,846
Cafe Rio Holding, Inc.*#	One stop	L + 5.50%	(d)	6.57%	09/2023	1,435		1,488		1	0.1		1,319

See Notes to Consolidated Financial Statements.

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Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost			Percentage of Net Assets		Fair Value (4)
Beverage, Food and Tobacco - (continued)
Cafe Rio Holding, Inc.#	One stop	L + 5.50%	(d)	6.57%	09/2023	$	1,266	$	1,314	1	0.1	%	$	1,165
Cafe Rio Holding, Inc.	One stop	L + 5.50%	(c)	6.77%	09/2023	250		250			—		230
Cafe Rio Holding, Inc.	One stop	L + 5.50%	(d)	6.77%	09/2023	182		182			—		167
Fintech Midco, LLC*#!	One stop	L + 5.00%	(c)(d)	6.46%	08/2024	24,535		24,925			1.2		23,309
Fintech Midco, LLC#	One stop	L + 5.00%	(c)(d)	6.65%	08/2024	1,136		1,179			0.1		1,079
Fintech Midco, LLC	One stop	L + 5.00%	(a)	6.00%	08/2024	200		199			—		190
Flavor Producers, LLC#~	Senior loan	L + 4.75%	(c)	6.12%	12/2023	5,006		4,881			0.2		4,605
Flavor Producers, LLC	Senior loan	L + 4.75%	(c)(d)	6.13%	12/2022	28		24			—		26
FWR Holding Corporation^#	One stop	L + 5.50%	(c)	6.77%	08/2023	9,156		9,270			0.4		8,424
FWR Holding Corporation#	One stop	L + 5.50%	(c)	6.77%	08/2023	1,830		1,898			0.1		1,683
FWR Holding Corporation#	One stop	L + 5.50%	(c)	6.77%	08/2023	1,157		1,199			0.1		1,065
FWR Holding Corporation#	One stop	L + 5.50%	(c)	6.77%	08/2023	365		377			—		336
FWR Holding Corporation	One stop	L + 5.50%	(c)	6.77%	08/2023	275		274			—		253
FWR Holding Corporation#	One stop	L + 5.50%	(c)	6.77%	08/2023	274		282			—		252
FWR Holding Corporation	One stop	L + 5.50%	(a)	6.50%	08/2023	132		131			—		121
FWR Holding Corporation	One stop	L + 5.50%	(c)	6.77%	08/2023	90		89			—		80
Global ID Corporation*#+~	One stop	L + 6.50%	(c)	7.57%	11/2021	14,323		14,478			0.7		14,037
Global ID Corporation*#	One stop	L + 6.50%	(c)	7.57%	11/2021	816		842			0.1		800
Global ID Corporation#	One stop	L + 6.50%	(c)	7.57%	11/2021	714		736			—		699
Global ID Corporation#	One stop	L + 6.50%	(c)	7.57%	11/2021	490		506			—		481
Global ID Corporation	One stop	L + 6.50%	(c)	7.62%	11/2021	60		60			—		58
Global ID Corporation(5)	One stop	L + 6.50%		N/A(6)	11/2021	—		—			—		(3)
Mendocino Farms, LLC	One stop	L + 8.50%	(a)	2.00% cash/7.50% PIK	06/2023	794		821			0.1		778
Mendocino Farms, LLC	One stop	L + 8.50%	(a)	2.00% cash/7.50% PIK	06/2023	624		645			—		611
Mendocino Farms, LLC	One stop	L + 8.50%	(a)	2.00% cash/7.50% PIK	06/2023	612		608			—		600
Mendocino Farms, LLC	One stop	L + 8.50%	(a)	2.00% cash/7.50% PIK	06/2023	301		299			—		295
Mendocino Farms, LLC	One stop	L + 8.50%	(a)	2.00% cash/7.50% PIK	06/2023	300		299			—		295
Mendocino Farms, LLC	One stop	L + 8.50%	(a)	2.00% cash/7.50% PIK	06/2023	148		148			—		145
Mendocino Farms, LLC	One stop	L + 8.50%	(a)	2.00% cash/7.50% PIK	06/2023	90		87			—		83
Mid-America Pet Food, L.L.C.^*#	One stop	L + 5.50%	(a)	6.50%	12/2021	22,398		22,771			1.2		22,398
Mid-America Pet Food, L.L.C.	One stop	L + 5.50%		N/A(6)	12/2021	—		—			—		—
NBC Intermediate, LLC^&	Senior loan	L + 4.25%	(d)	5.33%	09/2023	4,589		4,577			0.2		4,176
NBC Intermediate, LLC#~	Senior loan	L + 4.25%	(a)(d)	5.33%	09/2023	2,353		2,385			0.1		2,142
NBC Intermediate, LLC*#	Senior loan	L + 4.25%	(d)	5.33%	09/2023	2,309		2,342			0.1		2,101
NBC Intermediate, LLC#	Senior loan	L + 4.25%	(d)	5.33%	09/2023	666		660			—		607
NBC Intermediate, LLC	Senior loan	L + 4.25%	(a)	5.25%	09/2023	46		46			—		42
Purfoods, LLC#	One stop	L + 5.50%	(a)	6.50%	05/2021	16,108		16,301			0.8		16,108
Purfoods, LLC*	One stop	L + 5.50%	(a)	6.50%	05/2021	540		555			—		540
Purfoods, LLC^*	One stop	L + 5.50%	(a)	6.50%	05/2021	389		400			—		389
Purfoods, LLC*~	One stop	L + 5.50%	(a)	6.50%	05/2021	294		301			—		294
Purfoods, LLC*~	One stop	L + 5.50%	(a)	6.50%	05/2021	294		301			—		294
Purfoods, LLC*	One stop	L + 5.50%	(a)	6.50%	05/2021	293		301			—		293
Purfoods, LLC*	One stop	L + 5.50%	(a)	6.50%	05/2021	253		254			—		253

See Notes to Consolidated Financial Statements.

9

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Beverage, Food and Tobacco - (continued)
Purfoods, LLC	One stop	N/A		7.00% PIK	05/2026	$	241	$	246	—	%	$	241
Purfoods, LLC	One stop	L + 5.50%	(a)(c)	6.50%	05/2021	150		151		—		150
Purfoods, LLC*	One stop	L + 5.50%	(a)	6.50%	05/2021	148		152		—		148
Purfoods, LLC	One stop	L + 6.00%	(a)	7.00%	05/2021	120		119		—		120
Purfoods, LLC^	One stop	L + 5.50%	(a)	6.50%	05/2021	46		47		—		46
Purfoods, LLC^	One stop	L + 5.50%	(a)	6.50%	05/2021	30		30		—		30
Purfoods, LLC^	One stop	L + 5.50%	(a)	6.50%	05/2021	30		30		—		30
Purfoods, LLC^	One stop	L + 5.50%	(a)	6.50%	05/2021	28		28		—		28
Purfoods, LLC^	One stop	L + 5.50%	(a)	6.50%	05/2021	22		22		—		22
Purfoods, LLC^	One stop	L + 5.50%	(a)	6.50%	05/2021	22		22		—		22
Purfoods, LLC^	One stop	L + 5.50%	(a)	6.50%	05/2021	20		20		—		20
Rubio's Restaurants, Inc.^*#(7)%&	Senior loan	L + 5.00%	(c)	2.27% cash/4.00% PIK	04/2021	17,944		17,838		0.5		9,278
Rubio's Restaurants, Inc.(7)	Senior loan	L + 7.50%	(a)	8.75%	04/2021	162		159		—		82
SSRG Holdings, LLC	One stop	L + 5.25%	(c)	6.32%	11/2025	923		905		0.1		803
SSRG Holdings, LLC	One stop	L + 5.25%	(c)	6.30%	11/2025	75		74		—		65
Velvet Taco Holdings, Inc.~	One stop	L + 7.00%	(c)	7.84%	03/2026	1,778		1,761		0.1		1,672
Velvet Taco Holdings, Inc.(5)	One stop	L + 7.00%		N/A(6)	03/2026	—		—		—		(2)
Velvet Taco Holdings, Inc.(5)	One stop	L + 7.00%		N/A(6)	03/2026	—		(1)		—		(6)
Wood Fired Holding Corp.*#	One stop	L + 5.75%		7.67%	12/2023	14,108		14,348		0.7		12,980
Wood Fired Holding Corp.	One stop	L + 5.75%	(c)	6.95%	12/2023	697		697		—		641
Wood Fired Holding Corp.	One stop	L + 5.75%	(c)	6.98%	12/2023	198		197		—		182
						233,806		237,292		10.9		213,389
Buildings and Real Estate
Brooks Equipment Company, LLC^*#	One stop	L + 5.00%	(a)(c)	6.60%	08/2020	25,703		25,794		1.3		24,674
Brooks Equipment Company, LLC	One stop	L + 5.00%	(a)	6.00%	08/2020	3,384		3,382		0.2		3,249
Groundworks LLC+	Senior loan	L + 5.50%	(c)	7.34%	01/2026	4,733		4,676		0.2		4,165
Groundworks LLC	Senior loan	L + 5.50%	(c)(d)	6.50%	01/2026	36		36		—		32
Groundworks LLC(5)	Senior loan	L + 5.50%		N/A(6)	01/2026	—		(1)		—		—
Jensen Hughes, Inc.%&	Senior loan	L + 4.50%	(a)(f)	5.50%	03/2024	4,213		4,213		0.2		3,791
Jensen Hughes, Inc.	Senior loan	L + 4.50%	(a)(f)	5.50%	03/2024	1,010		1,047		0.1		910
Jensen Hughes, Inc.+	Senior loan	L + 4.50%	(a)(f)	5.50%	03/2024	919		934		—		826
Jensen Hughes, Inc.	Senior loan	L + 4.50%	(a)(f)	5.50%	03/2024	441		457		—		397
Jensen Hughes, Inc.+	Senior loan	L + 4.50%	(a)(f)	5.50%	03/2024	281		285		—		253
Jensen Hughes, Inc.	Senior loan	L + 4.50%	(a)(f)	5.50%	03/2024	219		219		—		197
Jensen Hughes, Inc.%&	Senior loan	L + 4.50%	(a)(f)	5.50%	03/2024	117		117		—		106
MRI Software LLC~	One stop	L + 5.50%	(d)	6.57%	02/2026	14,440		14,300		0.7		13,862
MRI Software LLC	One stop	L + 5.50%	(d)	6.57%	02/2026	136		133		—		125
MRI Software LLC(5)	One stop	L + 5.50%		N/A(6)	02/2026	—		(1)		—		(12)
Paradigm DKD Group, LLC+(7)%	Senior loan	L + 6.25%	(c)	7.70%	05/2022	3,243		2,118		0.1		1,692
Paradigm DKD Group, LLC(5)(7)	Senior loan	L + 6.25%	(c)	7.70%	05/2022	1		(142)		—		2
						58,876		57,567		2.8		54,269
Chemicals, Plastics and Rubber
Flexan, LLC%&	One stop	L + 5.25%	(c)	6.70%	02/2021	8,495		8,478		0.4		8,070

See Notes to Consolidated Financial Statements.

10

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Chemicals, Plastics and Rubber - (continued)
Flexan, LLC*#	One stop	L + 5.25%	(c)	6.70%	02/2021	$	3,290	$	3,283	0.2	%	$	3,125
Flexan, LLC%&	One stop	L + 5.25%	(c)	6.70%	02/2021	2,359		2,355		0.1		2,242
Flexan, LLC^#	One stop	L + 5.25%	(c)	6.70%	02/2021	1,547		1,544		0.1		1,471
Flexan, LLC	One stop	L + 5.25%	(c)	6.70%	02/2021	1,052		1,051		—		998
Inhance Technologies Holdings LLC#	One stop	L + 5.50%	(c)	7.41%	07/2024	12,766		12,901		0.6		11,597
Inhance Technologies Holdings LLC	One stop	L + 5.50%	(c)	7.15%	07/2024	1,937		1,968		0.1		1,760
Inhance Technologies Holdings LLC	One stop	L + 5.50%	(a)(c)(f)	7.32%	07/2024	160		160		—		140
						31,606		31,740		1.5		29,403
Containers, Packaging and Glass
AmerCareRoyal LLC+(8)(9)	Senior loan	L + 5.00%	(c)(f)	6.81%	11/2025	847		839		0.1		762
AmerCareRoyal LLC+(8)(9)	Senior loan	P + 4.00%	(f)	8.75%	11/2025	153		152		—		138
Fortis Solutions Group LLC+	Senior loan	L + 4.50%	(a)	5.50%	12/2023	1,594		1,579		0.1		1,499
Fortis Solutions Group LLC+	Senior loan	L + 4.50%	(a)	5.50%	12/2023	636		630		—		598
Fortis Solutions Group LLC+	Senior loan	L + 4.50%	(a)	5.50%	12/2023	610		604		—		574
Fortis Solutions Group LLC	Senior loan	L + 4.50%	(a)	5.50%	12/2023	41		40		—		38
						3,881		3,844		0.2		3,609
Diversified/Conglomerate Manufacturing
Blackbird Purchaser, Inc. +~	Senior loan	L + 4.50%	(c)(f)	5.95%	04/2026	15,603		15,898		0.7		13,731
Blackbird Purchaser, Inc.	Senior loan	L + 4.50%	(c)	5.95%	04/2024	116		114		—		88
Blackbird Purchaser, Inc.	Senior loan	L + 4.50%		N/A(6)	04/2026	—		22		—		—
Chase Industries, Inc.+~	Senior loan	L + 5.50%	(a)	5.45% cash/1.50% PIK	05/2025	12,059		12,193		0.5		10,612
Chase Industries, Inc.	Senior loan	L + 5.50%	(a)	5.45% cash/1.50% PIK	05/2025	985		1,024		—		868
Chase Industries, Inc.	Senior loan	L + 5.50%	(a)	5.45% cash/1.50% PIK	05/2023	354		358		—		310
Inventus Power, Inc.^*+	One stop	L + 6.50%	(a)	N/A(6)	04/2021	14,449		13,830		0.7		13,726
Inventus Power, Inc.(5)	One stop	L + 6.50%		N/A(6)	04/2021	—		(28)		—		(42)
Madison Safety & Flow LLC+	Senior loan	L + 4.50%	(a)	5.52%	03/2025	505		504		—		485
Madison Safety & Flow LLC	Senior loan	P + 3.50%	(a)(f)	6.39%	03/2025	6		6		—		6
Pasternack Enterprises, Inc. and Fairview Microwave, Inc+~%&	Senior loan	L + 4.00%	(a)	4.99%	07/2025	23,758		24,007		1.1		21,382
Pasternack Enterprises, Inc. and Fairview Microwave, Inc	Senior loan	L + 4.00%	(c)	4.82%	07/2023	36		36		—		28
PetroChoice Holdings, Inc.^#	Senior loan	L + 5.00%	(c)	6.78%	08/2022	3,292		3,301		0.1		2,963
Protective Industrial Products, Inc.+	Senior loan	L + 4.50%	(a)	6.10%	01/2024	998		988		—		928
Reladyne, Inc.^*#&	Senior loan	L + 5.00%	(c)	6.91%	07/2022	33,034		33,313		1.6		31,051
Reladyne, Inc.~	Senior loan	L + 5.00%	(c)	6.91%	07/2022	3,500		3,575		0.2		3,289
Reladyne, Inc.^#	Senior loan	L + 5.00%	(c)	6.91%	07/2022	1,896		1,936		0.1		1,781
Reladyne, Inc.	Senior loan	L + 5.00%	(c)	6.91%	07/2022	1,728		1,788		0.1		1,624
Reladyne, Inc.#~	Senior loan	L + 5.00%	(c)	6.91%	07/2022	1,633		1,669		0.1		1,536
Reladyne, Inc.#	Senior loan	L + 5.00%	(c)	6.91%	07/2022	1,553		1,606		0.1		1,460
Reladyne, Inc.#~	Senior loan	L + 5.00%	(c)	6.91%	07/2022	745		761		—		700
Togetherwork Holdings, LLC*#	One stop	L + 6.25%	(a)	7.25%	03/2025	15,644		15,802		0.7		13,297
Togetherwork Holdings, LLC+~	One stop	L + 6.25%	(a)	7.25%	03/2025	1,812		1,881		0.1		1,540
Togetherwork Holdings, LLC	One stop	L + 6.25%	(a)	7.25%	03/2025	1,759		1,823		0.1		1,495
Togetherwork Holdings, LLC*#	One stop	L + 6.25%	(a)	7.25%	03/2025	1,715		1,779		0.1		1,458
Togetherwork Holdings, LLC+~	One stop	L + 6.25%	(a)	7.25%	03/2025	1,656		1,692		0.1		1,408

See Notes to Consolidated Financial Statements.

11

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Diversified/Conglomerate Manufacturing
Togetherwork Holdings, LLC*+	One stop	L + 6.25%	(a)	7.25%	03/2025	$	1,596	$	1,657	0.1	%	$	1,357
Togetherwork Holdings, LLC	One stop	L + 6.25%	(a)	7.25%	03/2025	1,488		1,542		0.1		1,265
Togetherwork Holdings, LLC*#	One stop	L + 6.25%	(a)	7.25%	03/2025	1,219		1,239		0.1		1,037
Togetherwork Holdings, LLC	One stop	L + 6.25%	(a)	7.25%	03/2025	672		696		—		571
Togetherwork Holdings, LLC+	One stop	L + 6.25%	(a)	7.25%	03/2025	449		445		—		382
Togetherwork Holdings, LLC	One stop	L + 6.25%	(a)	7.25%	03/2024	300		298		—		256
Togetherwork Holdings, LLC	One stop	L + 6.25%	(a)	7.25%	03/2025	65		67		—		55
Togetherwork Holdings, LLC~	One stop	L + 6.25%	(a)	7.25%	03/2025	59		62		—		50
						144,684		145,884		6.7		130,697
Diversified/Conglomerate Service
3ES Innovation, Inc.+~(8)(12)	One stop	L + 5.75%	(c)	7.48%	05/2025	13,830		14,101		0.7		13,138
3ES Innovation, Inc.(5)(8)(12)	One stop	L + 5.75%		N/A(6)	05/2025	—		(2)		—		(10)
Accela, Inc.*#	One stop	L + 3.25%	(a)	4.25% cash/1.65% PIK	09/2023	4,442		4,442		0.2		4,309
Accela, Inc.(5)	One stop	L + 7.00%		N/A(6)	09/2023	—		—		—		(4)
Acquia, Inc.!~	One stop	L + 7.00%	(c)	8.58%	10/2025	7,118		7,052		0.4		6,975
Acquia, Inc.(5)	One stop	L + 7.00%		N/A(6)	10/2025	—		(1)		—		(1)
Agility Recovery Solutions Inc.^*#	One stop	L + 6.00%	(c)(f)	7.23%	03/2023	22,591		22,737		1.1		21,686
Agility Recovery Solutions Inc.(5)	One stop	L + 6.00%		N/A(6)	03/2023	—		(4)		—		—
Apptio, Inc. !~	One stop	L + 7.25%	(a)	8.25	01/2025	57,009		57,804		2.9		57,009
Apptio, Inc. (5)	One stop	L + 7.25%		N/A(6)	01/2025	—		(2)		—		—
Arch Global CCT Holdings Corp.#+~	Senior loan	L + 4.75%	(c)(f)	5.82%	04/2026	4,165		4,203		0.2		3,748
Arch Global CCT Holdings Corp.	Senior loan	L + 4.75%	(a)	5.74%	04/2025	58		58		—		52
Arch Global CCT Holdings Corp.(5)	Senior loan	L + 4.75%		N/A(6)	04/2026	—		—		—		(9)
Astute Holdings, Inc. !	One stop	L + 6.00%	(c)	7.07%	04/2025	10,881		11,059		0.5		10,663
Astute Holdings, Inc.	One stop	L + 6.00%	(c)	7.21%	04/2025	150		149		—		148
Astute Holdings, Inc. (5)	One stop	L + 6.00%		N/A(6)	04/2025	—		(2)		—		—
Aurora Lux Finco S.A.R.L.!(8)(13)	One stop	L + 6.00%	(c)	7.00%	12/2026	1,000		976		—		900
AutoQuotes, LLC!	One stop	L + 5.50%	(c)	7.12%	11/2024	9,888		10,040		0.5		9,492
AutoQuotes, LLC	One stop	L + 5.50%	(c)	6.72%	11/2024	100		100		—		96
Axiom Merger Sub Inc.!~	One stop	L + 5.25%	(c)	7.07%	04/2026	5,877		5,935		0.3		5,583
Axiom Merger Sub Inc.+~(8)(9)	One stop	E + 5.50%	(g)	5.50%	04/2026	2,423		2,446		0.1		2,304
Axiom Merger Sub Inc.	One stop	L + 5.25%	(c)	6.25%	04/2026	30		29		—		26
Axiom Merger Sub Inc.(5)	One stop	L + 5.25%		N/A(6)	04/2026	—		(3)		—		—
Bazaarvoice, Inc.*#+~	One stop	L + 5.75%	(a)(c)	6.82%	02/2024	48,370		49,226		2.4		46,435
Bazaarvoice, Inc.	One stop	L + 5.75%	(c)	6.96%	02/2024	300		297		—		284
Bearcat Buyer, Inc.+~	Senior loan	L + 4.25%	(c)	5.70%	07/2026	2,942		2,967		0.1		2,796
Bearcat Buyer, Inc.~	Senior loan	L + 4.25%	(c)	5.70%	07/2026	311		308		—		295
Bearcat Buyer, Inc.	Senior loan	L + 4.25%	(c)	5.70%	07/2026	166		166		—		139
Bearcat Buyer, Inc.	Senior loan	L + 4.25%	(a)	4.86%	07/2024	22		22		—		20
Bullhorn, Inc.#+~	One stop	L + 5.50%	(c)(d)(f)	6.57%	10/2025	67,642		66,716		3.2		62,231
Bullhorn, Inc.(8)(9)	One stop	L + 6.00%	(i)(j)	6.70%	10/2025	12,069		11,903		0.6		11,471
Bullhorn, Inc.(8)(9)	One stop	L + 5.75%	(c)(d)	5.75%	10/2025	4,846		4,780		0.2		4,551
Bullhorn, Inc.	One stop	L + 5.50%	(a)	6.50%	10/2025	239		235		—		220

See Notes to Consolidated Financial Statements.

12

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Diversified/Conglomerate Service - (continued)
Bullhorn, Inc.	One stop	L + 5.50%	(c)(d)	6.57%	10/2025	$	78	$	77	—	%	$	72
Bullhorn, Inc.	One stop	L + 0.00%	(c)(d)	1.07%	10/2025	59		55		—		34
Calabrio, Inc. !~	One stop	L + 6.50%	(c)	7.95%	06/2025	24,880		24,895		1.2		23,636
Calabrio, Inc.	One stop	L + 6.50%	(a)	7.50%	06/2025	72		72		—		66
Centrify Corporation*#	One stop	L + 6.25%	(d)	7.33%	08/2024	23,257		23,301		1.0		20,466
Centrify Corporation	One stop	P + 5.25%	(f)	8.50%	08/2024	300		300		—		264
Clearwater Analytics, LLC^*#	One stop	L + 5.50%	(d)	7.09%	09/2022	16,458		16,453		0.8		16,129
Clearwater Analytics, LLC*	One stop	L + 5.50%	(c)	7.41%	09/2022	6,071		6,110		0.3		5,950
Clearwater Analytics, LLC+	One stop	L + 5.50%	(c)	7.41%	09/2022	995		977		—		975
Clearwater Analytics, LLC(5)	One stop	L + 5.50%		N/A(6)	09/2022	—		(3)		—		(4)
Cloudbees, Inc.	One stop	L + 9.00%	(a)	10.08% cash/0.50% PIK	05/2023	4,204		4,244		0.2		4,077
Cloudbees, Inc.	One stop	L + 9.00%	(a)	10.08% cash/0.50% PIK	05/2023	1,465		1,479		0.1		1,422
Cloudbees, Inc.	One stop	L + 8.50%		N/A(6)	05/2023	—		—		—		—
Confluence Technologies, Inc.+~	One stop	L + 5.75%	(a)	6.75%	03/2024	45,231		44,961		2.3		44,327
Confluence Technologies, Inc.	One stop	L + 5.75%	(a)	6.75%	03/2024	69		68		—		67
Connexin Software, Inc.!~	One stop	L + 8.50%	(a)	9.50%	02/2024	7,550		7,627		0.4		7,247
Connexin Software, Inc.	One stop	L + 8.50%		9.50%	02/2024	40		40		—		38
Conservice, LLC+~	One stop	L + 5.25%	(b)	6.51%	12/2024	3,775		3,844		0.2		3,624
Conservice, LLC	One stop	L + 5.25%	(b)	6.30%	12/2024	8		8		—		8
Convercent, Inc.	One stop	L + 9.00%	(c)	8.25% cash/2.75% PIK	12/2024	2,754		2,675		0.1		2,787
Convercent, Inc.	Subordinated debt	N/A		4.00%	11/2020	138		138		—		143
Convercent, Inc.	One stop	L + 6.25%	(a)	7.25%	12/2024	20		20		—		20
Convercent, Inc.	One stop	L + 6.25%		N/A(6)	12/2024	—		—		—		—
Daxko Acquisition Corporation^*#	One stop	L + 4.75%	(a)	5.75%	09/2023	22,060		22,337		1.1		20,956
Daxko Acquisition Corporation	One stop	L + 4.75%	(a)(f)	5.75%	09/2023	68		68		—		64
Digital Guardian, Inc.!	One stop	L + 9.50%	(a)	8.41% cash/3.00% PIK	06/2023	8,601		8,935		0.5		8,864
Digital Guardian, Inc.	Subordinated debt	N/A		8.00% PIK	06/2023	9		6		—		9
Digital Guardian, Inc.	One stop	L + 5.00%		N/A(6)	06/2023	—		—		—		—
Digital Guardian, Inc.	One stop	L + 6.50%		N/A(6)	06/2023	—		16		—		23
DISA Holdings Acquisition Subsidiary Corp.+~%	Senior loan	L + 4.00%	(a)	5.58%	06/2022	9,865		9,964		0.5		9,272
DISA Holdings Acquisition Subsidiary Corp.	Senior loan	L + 4.00%	(c)	5.00%	06/2022	1,448		1,448		0.1		1,361
DISA Holdings Acquisition Subsidiary Corp.(5)	Senior loan	L + 4.00%		N/A(6)	06/2022	—		3		—		(20)
E2open, LLC*#+!~	One stop	L + 5.75%	(c)	7.36%	11/2024	86,337		87,307		4.2		82,884
E2open, LLC	One stop	L + 5.75%	(c)	6.95%	11/2024	242		235		—		222
EGD Security Systems, LLC^*#	One stop	L + 5.75%	(c)	7.62%	06/2023	30,092		30,519		1.5		30,092
EGD Security Systems, LLC#	One stop	L + 5.75%	(c)	7.66%	06/2023	644		667		—		644
EGD Security Systems, LLC	One stop	L + 5.75%	(c)	7.62%	06/2023	575		571		—		575
EGD Security Systems, LLC	One stop	L + 5.75%	(c)	7.62%	06/2023	347		346		—		347
EGD Security Systems, LLC	One stop	L + 5.75%	(c)	7.49%	06/2023	140		138		—		140
EWC Growth Partners LLC	One stop	L + 5.50%	(b)	6.50%	03/2026	918		900		—		808
EWC Growth Partners LLC	One stop	L + 5.50%	(c)	6.50%	03/2026	30		29		—		26
EWC Growth Partners LLC	One stop	L + 5.50%	(c)	5.50%	03/2026	18		18		—		16
GS Acquisitionco, Inc.*#+!~	One stop	L + 5.75%	(d)	6.83%	05/2024	54,322		54,767		2.7		53,777

See Notes to Consolidated Financial Statements.

13

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Diversified/Conglomerate Service - (continued)
GS Acquisitionco, Inc.*#	One stop	L + 5.75%	(d)	6.83%	05/2024	$	12,820	$	13,162	0.7	%	$	12,692
GS Acquisitionco, Inc.#	One stop	L + 5.75%	(d)	6.83%	05/2024	3,303		3,392		0.2		3,270
GS Acquisitionco, Inc.+~	One stop	L + 5.75%	(d)	6.83%	05/2024	3,048		3,130		0.2		3,017
GS Acquisitionco, Inc.#	One stop	L + 5.75%	(d)	6.83%	05/2024	1,908		1,960		0.1		1,890
GS Acquisitionco, Inc.	One stop	L + 5.75%	(d)	6.83%	05/2024	152		148		—		148
GS Acquisitionco, Inc.	One stop	L + 5.75%	(d)	6.83%	05/2024	60		60		—		59
HealthcareSource HR, Inc.*#	One stop	L + 5.25%	(c)	6.70%	05/2023	33,917		34,037		1.7		32,899
HealthcareSource HR, Inc.	One stop	L + 5.25%	(c)	6.37%	05/2023	190		189		—		184
HSI Halo Acquisition, Inc.+~	One stop	L + 5.75%	(a)	6.75%	08/2026	4,112		4,163		0.2		3,907
HSI Halo Acquisition, Inc.	One stop	L + 5.75%	(a)	6.75%	08/2026	304		298		—		272
HSI Halo Acquisition, Inc.	One stop	P + 4.75%	(f)	8.00%	09/2025	50		50		—		48
Hydraulic Authority III Limited~(8)(9)(10)	One stop	L + 6.00%	(i)(j)	7.00%	11/2025	12,340		12,567		0.6		11,439
Hydraulic Authority III Limited(8)(9)(10)	One stop	N/A		11.00% PIK	11/2025	199		203		—		196
Hydraulic Authority III Limited(8)(9)(10)	One stop	L + 6.00%	(a)(c)(d)	7.00%	11/2025	84		84		—		80
ICIMS, Inc.!~	One stop	L + 6.50%	(a)	7.50%	09/2024	14,355		14,571		0.7		13,924
ICIMS, Inc.!~	One stop	L + 6.50%	(a)	7.50%	09/2024	4,501		4,586		0.2		4,365
ICIMS, Inc.(5)	One stop	L + 6.50%		N/A(6)	09/2024	—		(1)		—		(2)
Imprivata, Inc.*#+~	Senior loan	L + 4.00%	(c)	5.45%	10/2023	9,311		9,523		0.5		9,311
Imprivata, Inc.(5)	Senior loan	L + 4.00%		N/A(6)	10/2023	—		(1)		—		—
Infinisource, Inc.+~	One stop	L + 4.75%	(c)	6.20%	10/2026	29,328		28,866		1.4		26,982
Infinisource, Inc.	One stop	L + 4.75%	(c)	6.54%	10/2026	111		110		—		102
Infinisource, Inc.(5)	One stop	L + 4.75%		N/A(6)	10/2026	—		(2)		—		(14)
Infinisource, Inc.(5)	One stop	L + 4.75%	(c)	N/A(6)	10/2026	—		(3)		—		(25)
Infogix, Inc.*#	One stop	L + 6.75%	(c)	8.20%	04/2024	7,215		7,364		0.4		6,927
Infogix, Inc.*+	One stop	L + 6.75%	(c)	8.20%	04/2024	1,113		1,132		0.1		1,068
Infogix, Inc.	One stop	L + 6.75%	(c)	7.75%	04/2024	90		91		—		86
Integral Ad Science, Inc.!~	One stop	L + 7.25%	(a)	7.00% cash/1.25% PIK	07/2024	15,782		15,992		0.8		15,149
Integral Ad Science, Inc.(5)	One stop	L + 6.00%		N/A(6)	07/2023	—		(3)		—		(6)
Integration Appliance, Inc.^*!~	One stop	L + 7.25%	(c)	9.43%	08/2023	68,335		69,253		3.4		66,969
Integration Appliance, Inc.	One stop	L + 7.25%	(a)(c)	8.54%	08/2023	973		969		0.1		954
Internet Truckstop Group LLC*#!	One stop	L + 5.50%	(c)	6.96%	04/2025	22,701		23,343		1.1		21,794
Internet Truckstop Group LLC(5)	One stop	L + 5.50%		N/A(6)	04/2025	—		(3)		—		(10)
Invoice Cloud, Inc.!	One stop	L + 6.50%	(c)	4.96% cash/3.25% PIK	02/2024	6,415		6,459		0.3		6,028
Invoice Cloud, Inc.	One stop	L + 6.50%	(c)	7.96%	02/2024	1,603		1,602		0.1		1,460
Invoice Cloud, Inc.(5)	One stop	L + 6.00%		N/A(6)	02/2024	—		—		—		(4)
JAMF Holdings, Inc.!~	One stop	L + 7.00%	(c)	8.70%	11/2022	13,559		13,767		0.7		13,422
JAMF Holdings, Inc.(5)	One stop	L + 7.00%		N/A(6)	11/2022	—		—		—		(2)
Kareo, Inc.	One stop	L + 9.00%	(a)	10.00%	06/2022	10,273		10,419		0.5		10,356
Kareo, Inc.!	One stop	L + 9.00%	(a)	10.00%	06/2022	941		960		0.1		949
Kareo, Inc.	One stop	L + 9.00%	(a)	10.00%	06/2022	753		769		—		759
Kareo, Inc.	One stop	P + 8.00%	(f)	11.25%	06/2022	80		80		—		80
Kaseya Traverse Inc!~	One stop	L + 7.00%	(a)(c)	5.91% cash/3.00% PIK	05/2025	35,546		36,614		1.8		34,472
Kaseya Traverse Inc	One stop	L + 7.00%	(c)	5.91% cash/3.00% PIK	05/2025	501		519		—		486

See Notes to Consolidated Financial Statements.

14

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Diversified/Conglomerate Service - (continued)
Kaseya Traverse Inc	One stop	L + 6.50%	(a)(b)(c)	7.50%	05/2025	$	181	$	180	—	%	$	172
Kaseya Traverse Inc(5)	One stop	L + 4.00%		N/A(6)	05/2025	—		(1)		—		—
Learn-it Systems, LLC!	Senior loan	L + 4.50%	(c)	5.39%	03/2025	2,553		2,612		0.1		2,349
Learn-it Systems, LLC	Senior loan	L + 4.50%	(c)	6.17%	03/2025	207		206		—		191
Learn-it Systems, LLC	Senior loan	L + 4.50%	(a)(c)(f)	5.95%	03/2025	32		33		—		30
Litera Bidco LLC+~	One stop	L + 5.75%	(c)	7.21%	05/2026	3,695		3,721		0.2		3,585
Litera Bidco LLC	One stop	L + 5.75%	(c)	7.21%	05/2026	705		731		—		683
Litera Bidco LLC	One stop	L + 5.75%	(c)	7.21%	05/2026	705		732		—		683
Litera Bidco LLC	One stop	L + 5.75%	(c)	6.95%	05/2025	60		60		—		58
Maverick Bidco Inc.*#!~	One stop	L + 6.25%	(d)	7.32%	04/2023	39,667		39,929		2.0		38,080
Maverick Bidco Inc.*#	One stop	L + 6.25%	(d)	7.32%	04/2023	3,199		3,263		0.2		3,071
Maverick Bidco Inc.	One stop	L + 6.25%	(c)	7.60%	04/2023	202		199		—		192
MetricStream, Inc.!	One stop	L + 7.00%	(c)	9.00%	05/2024	9,131		9,220		0.5		8,921
MetricStream, Inc.(5)	One stop	L + 7.00%		N/A(6)	05/2024	—		—		—		(4)
MetricStream, Inc.(5)	One stop	L + 7.00%		N/A(6)	04/2024	—		11		—		(46)
Mindbody, Inc.!~	One stop	L + 7.00%	(c)	8.00%	02/2025	48,351		49,227		2.2		43,516
Mindbody, Inc.	One stop	L + 7.00%	(c)	8.07%	02/2025	238		237		—		214
Ministry Brands, LLC+	Senior loan	L + 4.00%	(b)	5.62%	12/2022	1,453		1,474		0.1		1,308
Ministry Brands, LLC+	Senior loan	L + 4.00%	(b)	5.62%	12/2022	831		843		—		748
Ministry Brands, LLC	Senior loan	L + 4.00%	(b)	5.62%	12/2022	379		392		—		341
MSHC, Inc.+	Senior loan	L + 4.25%	(a)(f)	5.25%	12/2024	345		341		—		324
MSHC, Inc.(5)	Senior loan	L + 4.25%		N/A(6)	12/2024	—		—		—		(3)
Namely, Inc.!~	One stop	L + 7.50%	(c)	8.25% cash/1.25% PIK	06/2024	3,557		3,596		0.2		3,378
Namely, Inc.	One stop	L + 7.50%	(c)	8.25% cash/1.25% PIK	06/2024	2,020		2,005		0.1		1,851
Namely, Inc.(5)	One stop	L + 6.25%		N/A(6)	06/2024	—		—		—		(6)
Net Health Acquisition Corp.*#	One stop	L + 5.50%	(d)	6.57%	12/2023	8,598		8,716		0.4		8,340
Net Health Acquisition Corp.+~	One stop	L + 5.50%	(d)	6.57%	12/2023	6,880		7,017		0.3		6,674
Net Health Acquisition Corp.*#	One stop	L + 5.50%	(d)	6.57%	12/2023	1,202		1,218		0.1		1,165
Net Health Acquisition Corp.(5)	One stop	L + 5.50%		N/A(6)	12/2023	—		(2)		—		(6)
Netsmart Technologies, Inc.	Senior loan	L + 4.75%	(a)	5.70%	04/2021	42		40		—		26
Nextech Holdings, LLC+~	One stop	L + 5.50%	(a)	6.49%	06/2025	4,032		4,105		0.2		3,710
Nextech Holdings, LLC	One stop	L + 5.50%	(c)	6.11%	06/2025	500		496		—		452
Nextech Holdings, LLC(5)	One stop	L + 5.50%		N/A(6)	06/2025	—		(22)		—		(188)
Nexus Brands Group, Inc.*#	One stop	L + 6.00%	(c)	7.61%	11/2023	9,426		9,534		0.4		8,295
Nexus Brands Group, Inc.+~(8)(9)	One stop	L + 6.00%	(j)	7.00%	11/2023	7,181		7,318		0.3		6,247
Nexus Brands Group, Inc.#	One stop	L + 6.00%	(c)	7.61%	11/2023	1,996		2,071		0.1		1,756
Nexus Brands Group, Inc.#~	One stop	L + 6.00%	(c)	7.61%	11/2023	1,444		1,499		0.1		1,271
Nexus Brands Group, Inc.~	One stop	L + 6.00%	(c)	7.61%	11/2023	769		762		—		677
Nexus Brands Group, Inc.	One stop	L + 6.00%	(c)(d)	7.61%	11/2023	200		202		—		176
Nexus Brands Group, Inc.(8)(9)	One stop	L + 6.00%	(c)	7.00%	11/2023	70		69		—		66
Nexus Brands Group, Inc.(5)(8)(9)	One stop	L + 6.00%		N/A(6)	11/2023	—		(1)		—		—
Nexus Brands Group, Inc.(5)	One stop	L + 6.00%		N/A(6)	11/2023	—		(1)		—		—

See Notes to Consolidated Financial Statements.

15

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Diversified/Conglomerate Service - (continued)
Nexus Brands Group, Inc.	One stop	L + 6.00%		N/A(6)	11/2023	$	—	$	—	—	%	$	—
Onapsis, Inc., Virtual Forge GMBH and Onapsis GMBH!	One stop	P + 6.75%	(f)	8.25% cash/1.75% PIK	10/2024	2,120		2,100		0.1		2,163
Onapsis, Inc., Virtual Forge GMBH and Onapsis GMBH	One stop	L + 6.00%		N/A(6)	10/2024	—		—		—		1
Onapsis, Inc., Virtual Forge GMBH and Onapsis GMBH	One stop	L + 7.75%		N/A(6)	10/2024	—		—		—		3
Property Brands, Inc.#	One stop	L + 6.00%	(a)	7.00%	01/2024	19,947		20,167		0.9		18,351
Property Brands, Inc.+~	One stop	L + 6.00%	(a)	7.00%	01/2024	13,736		13,602		0.7		12,636
Property Brands, Inc.*#	One stop	L + 6.00%	(a)	7.00%	01/2024	6,686		6,811		0.3		6,151
Property Brands, Inc.^~	One stop	L + 6.00%	(a)	7.00%	01/2024	3,260		3,381		0.2		2,998
Property Brands, Inc.	One stop	L + 6.00%	(a)	7.00%	01/2024	1,432		1,483		0.1		1,317
Property Brands, Inc.#	One stop	L + 6.00%	(a)	7.00%	01/2024	1,212		1,255		0.1		1,114
Property Brands, Inc.	One stop	L + 6.00%	(a)	7.00%	01/2024	1,194		1,238		0.1		1,099
Property Brands, Inc.	One stop	L + 6.00%	(a)	7.00%	01/2024	955		948		—		878
Property Brands, Inc.	One stop	L + 6.00%	(a)	7.00%	01/2024	505		522		—		464
Property Brands, Inc.(5)	One stop	L + 6.00%		N/A(6)	01/2024	—		(1)		—		(16)
Property Brands, Inc.(5)	One stop	L + 6.00%		N/A(6)	01/2024	—		(3)		—		(281)
PCS Intermediate II Holdings, LLC~	One stop	L + 5.50%	(e)	6.50%	01/2026	14,566		14,424		0.7		13,983
PCS Intermediate II Holdings, LLC	One stop	L + 5.50%	(a)	6.50%	01/2026	40		39		—		36
Personify, Inc.*+	One stop	L + 5.75%	(c)	7.20%	09/2024	15,535		15,823		0.7		14,137
Personify, Inc.	One stop	L + 5.75%	(c)	7.00%	09/2024	80		80		—		66
PlanSource Holdings, Inc. !~	One stop	L + 6.25%	(d)	7.95%	04/2025	11,416		11,556		0.6		10,959
PlanSource Holdings, Inc. (5)	One stop	L + 6.25%		N/A(6)	04/2025	—		(1)		—		(6)
Project Power Buyer, LLC+~	One stop	L + 5.75%	(c)	7.21%	05/2026	11,554		11,784		0.6		10,977
Project Power Buyer, LLC(5)	One stop	L + 5.75%		N/A(6)	05/2025	—		(1)		—		(8)
PT Intermediate Holdings III, LLC+~	One stop	L + 5.50%	(c)	6.95%	10/2025	29,926		29,472		1.4		27,532
Qgenda Intermediate Holdings, LLC+	One stop	L + 5.00%	(a)	6.00%	06/2025	15,354		15,374		0.7		14,433
Qgenda Intermediate Holdings, LLC~	One stop	L + 5.00%	(a)	6.00%	06/2025	998		988		0.1		938
Qgenda Intermediate Holdings, LLC	One stop	L + 5.00%	(a)	6.00%	06/2025	200		198		—		188
Recordxtechnologies, LLC+	One stop	L + 5.50%	(a)	6.50%	12/2025	747		738		—		702
Recordxtechnologies, LLC	One stop	L + 5.50%	(a)	6.50%	12/2025	42		41		—		37
Recordxtechnologies, LLC(5)	One stop	L + 5.50%		N/A(6)	12/2025	—		(2)		—		—
RegEd Aquireco, LLC+	Senior loan	L + 4.25%	(a)	5.25%	12/2024	11,474		11,470		0.5		10,556
RegEd Aquireco, LLC	Senior loan	L + 4.25%	(a)(f)	5.43%	12/2024	236		235		—		216
RegEd Aquireco, LLC(5)	Senior loan	L + 4.25%		N/A(6)	12/2024	—		(5)		—		—
Saba Software, Inc.^*#+~	Senior loan	L + 4.50%	(a)	5.50%	05/2023	48,926		49,814		2.5		48,926
Saba Software, Inc.+~	Senior loan	L + 4.50%	(a)	5.50%	05/2023	10,953		11,064		0.6		10,953
Saba Software, Inc.(5)	Senior loan	L + 4.50%		N/A(6)	05/2023	—		(1)		—		—
SnapLogic, Inc.	One stop	L + 8.75%	(c)	5.75% cash/5.50% PIK	09/2024	5,816		5,740		0.3		5,580
SnapLogic, Inc.(5)	One stop	L + 3.25%		N/A(6)	09/2024	—		—		—		(3)
SnapLogic, Inc.(5)	One stop	L + 3.25%		N/A(6)	09/2024	—		—		—		(1)
Sontatype, Inc.!	One stop	L + 6.75%	(a)	7.52%	12/2025	851		842		—		808
Sontatype, Inc.(5)	One stop	L + 6.75%		N/A(6)	12/2025	—		(3)		—		(7)
Caliper Software, Inc.#!~	One stop	L + 5.50%	(c)(f)	6.57%	11/2025	28,075		28,561		1.4		26,952

See Notes to Consolidated Financial Statements.

16

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Diversified/Conglomerate Service - (continued)
Caliper Software, Inc.	One stop	L + 5.50%	(b)	6.60%	11/2023	$	350	$	352	—	%	$	336
Telesoft Holdings LLC~	One stop	L + 5.75%	(c)	7.20%	12/2025	909		890		0.1		891
Telesoft Holdings LLC	One stop	L + 5.75%	(a)	6.75%	12/2025	61		59		—		59
TI Intermediate Holdings, LLC+	Senior loan	L + 4.50%	(c)	5.95%	12/2024	3,534		3,599		0.2		3,358
TI Intermediate Holdings, LLC	Senior loan	L + 4.50%	(a)(f)	5.65%	12/2024	48		48		—		46
Transact Holdings, Inc.+~	Senior loan	L + 4.75%	(a)	5.74%	04/2026	3,094		3,141		0.1		2,398
Transaction Data Systems, Inc.*#+!~	One stop	L + 5.25%	(c)	6.71%	06/2021	83,904		85,275		4.1		80,547
Transaction Data Systems, Inc.	One stop	L + 5.25%	(a)(c)	6.71%	06/2021	300		302		—		288
Trintech, Inc.^*#	One stop	L + 6.00%	(c)	7.78%	12/2023	22,514		22,904		1.1		21,839
Trintech, Inc.^#!	One stop	L + 6.00%	(c)	7.78%	12/2023	9,336		9,549		0.5		9,055
Trintech, Inc.	One stop	P + 5.00%	(c)(f)	8.19%	12/2023	300		301		—		292
True Commerce, Inc.^*#~	One stop	L + 5.75%	(c)	7.20%	11/2023	15,350		15,655		0.8		15,044
True Commerce, Inc.+(8)(9)	One stop	L + 5.75%	(c)	7.20%	11/2023	2,589		2,693		0.1		2,535
True Commerce, Inc.	One stop	L + 5.75%	(c)	7.20%	11/2023	914		951		0.1		896
True Commerce, Inc.	One stop	L + 5.75%	(c)	7.12%	11/2023	150		149		—		148
Upserve, Inc.!~	One stop	L + 6.50%	(e)	7.50%	07/2023	6,141		6,203		0.3		5,650
Upserve, Inc.	One stop	L + 6.50%	(e)	7.50%	07/2023	1,451		1,504		0.1		1,335
Upserve, Inc.(5)	One stop	L + 6.50%		N/A(6)	07/2023	—		—		—		(4)
Vector CS Midco Limited & Cloudsense Ltd.!~(8)(9)(10)	One stop	L + 8.05%	(c)	4.50% cash/3.55% PIK	05/2024	7,728		7,861		0.4		7,004
Vector CS Midco Limited & Cloudsense Ltd.(8)(9)(10)	One stop	L + 8.05%	(c)	4.50% cash/3.55% PIK	05/2024	116		116		—		116
Velocity Technology Solutions, Inc.*#	One stop	L + 6.00%	(c)	7.45%	12/2023	18,370		18,694		0.9		18,186
Velocity Technology Solutions, Inc.	One stop	L + 6.00%	(d)	7.45%	12/2023	100		99		—		98
Vendavo, Inc.*!~	One stop	L + 6.50%	(c)	8.11%	10/2022	35,547		35,500		1.8		34,836
Vendavo, Inc.	One stop	P + 5.25%	(f)	8.50%	10/2022	1,579		1,575		0.1		1,547
Verisys Corporation*#	One stop	L + 6.50%	(c)	7.95%	01/2023	8,511		8,664		0.4		8,000
Verisys Corporation	One stop	L + 6.50%	(c)	7.73%	01/2023	40		39		—		32
Workforce Software, LLC!~	One stop	L + 6.50%	(c)	8.11%	07/2025	27,059		27,831		1.3		25,976
Workforce Software, LLC(5)	One stop	L + 6.50%		N/A(6)	07/2025	—		(3)		—		—
						1,613,264		1,629,487		79.0		1,545,273
Ecological
Pace Analytical Services, LLC*#!	One stop	L + 5.25%	(a)	6.25%	09/2022	29,794		30,161		1.5		28,602
Pace Analytical Services, LLC^#	One stop	L + 5.25%	(a)	6.25%	09/2022	2,771		2,811		0.1		2,659
Pace Analytical Services, LLC#	One stop	L + 5.25%	(a)	6.25%	09/2022	1,659		1,715		0.1		1,593
Pace Analytical Services, LLC*#	One stop	L + 5.25%	(a)	6.25%	09/2022	1,527		1,552		0.1		1,465
Pace Analytical Services, LLC#	One stop	L + 5.25%	(a)	6.25%	09/2022	1,270		1,282		0.1		1,220
Pace Analytical Services, LLC#	One stop	L + 5.25%	(a)	6.25%	09/2022	1,229		1,269		0.1		1,180
Pace Analytical Services, LLC	One stop	L + 5.25%	(a)	6.25%	09/2022	998		980		—		958
Pace Analytical Services, LLC*#	One stop	L + 5.25%	(a)	6.25%	09/2022	680		690		—		654
Pace Analytical Services, LLC#	One stop	L + 5.25%	(a)	6.25%	09/2022	562		581		—		540
Pace Analytical Services, LLC	One stop	L + 5.25%	(a)	6.25%	09/2022	189		194		—		181
Pace Analytical Services, LLC	One stop	L + 5.25%	(c)	6.47%	09/2022	150		149		—		138
WRE Holding Corp.*#	Senior loan	L + 5.00%	(a)(c)	6.76%	01/2023	2,288		2,332		0.1		2,151
WRE Holding Corp.~	Senior loan	L + 5.00%	(a)(c)	6.76%	01/2023	945		979		0.1		887

See Notes to Consolidated Financial Statements.

17

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Ecological - (continued)
WRE Holding Corp.	Senior loan	L + 5.00%	(a)(c)	6.76%	01/2023	$	312	$	324	—	%	$	294
WRE Holding Corp.	Senior loan	L + 5.00%	(a)(c)	6.46%	01/2023	54		55		—		50
						44,428		45,074		2.2		42,572
Electronics
Appriss Holdings, Inc.#+~	One stop	L + 5.50%	(a)	6.49%	06/2026	25,095		25,860		1.3		24,593
Appriss Holdings, Inc.	One stop	L + 5.50%	(a)	6.49%	06/2025	202		198		—		194
Diligent Corporation*#+!	One stop	L + 5.50%	(c)(d)	6.57%	04/2022	35,625		36,717		1.8		35,625
Diligent Corporation*~	One stop	L + 5.50%	(c)(d)	6.57%	04/2022	25,737		25,578		1.3		25,737
Diligent Corporation#~	One stop	L + 5.50%	(c)	6.95%	04/2022	12,474		12,717		0.7		12,474
Diligent Corporation^*#	One stop	L + 5.50%	(c)(d)	6.95%	04/2022	11,250		11,545		0.6		11,250
Diligent Corporation#	One stop	L + 5.50%	(c)(d)	6.93%	04/2022	1,263		1,262		0.1		1,262
Diligent Corporation	One stop	L + 5.50%	(d)	7.42%	04/2022	486		502		—		486
Diligent Corporation	One stop	L + 5.50%	(c)(d)	6.92%	04/2022	285		287		—		285
Diligent Corporation~	One stop	L + 5.50%	(c)(d)	6.57%	04/2022	100		100		—		100
Diligent Corporation~	One stop	L + 5.50%	(c)(d)	6.57%	04/2022	80		79		—		80
Diligent Corporation	One stop	L + 5.50%	(d)	7.42%	04/2022	39		38		—		39
Diligent Corporation~	One stop	L + 5.50%	(c)(d)	6.57%	04/2022	35		35		—		35
Diligent Corporation	One stop	L + 5.50%		N/A(6)	04/2022	—		21		—		—
Episerver, Inc.!~(8)(9)	One stop	L + 6.25%	(a)	6.25%	10/2024	20,646		20,995		1.0		19,453
Episerver, Inc.#~	One stop	L + 6.00%	(a)	7.00%	10/2024	12,248		12,459		0.6		11,635
Episerver, Inc.(5)	One stop	L + 6.00%		N/A(6)	10/2024	—		(2)		—		(20)
ES Acquisition LLC	One stop	L + 5.50%	(c)	7.18%	11/2025	667		654		—		633
ES Acquisition LLC	One stop	L + 5.50%	(c)(d)	6.84%	11/2025	87		86		—		82
ES Acquisition LLC	One stop	L + 5.50%	(c)	7.41%	11/2025	36		36		—		34
ES Acquisition LLC(5)	One stop	L + 5.50%		N/A(6)	11/2025	—		(2)		—		—
Gamma Technologies, LLC^*#!~%&	One stop	L + 5.00%	(a)	6.00%	06/2024	47,588		47,949		2.3		45,207
Gamma Technologies, LLC(5)	One stop	L + 5.00%		N/A(6)	06/2024	—		(1)		—		(10)
Red Dawn SEI Buyer, Inc.+	Senior loan	L + 4.25%	(d)	5.32%	11/2025	756		747		—		695
Red Dawn SEI Buyer, Inc.	Senior loan	L + 4.25%	(a)	5.25%	11/2025	111		110		—		102
Red Dawn SEI Buyer, Inc.(5)	Senior loan	L + 4.25%		N/A(6)	11/2025	—		(1)		—		(11)
Silver Peak Systems, Inc. !	One stop	L + 7.00%	(a)	9.00%	04/2024	5,998		6,016		0.3		5,881
Silver Peak Systems, Inc.	One stop	L + 7.00%		N/A(6)	04/2024	—		—		—		2
Sovos Compliance*+	One stop	L + 4.75%	(a)	5.75%	04/2024	19,614		20,232		1.0		19,221
Sovos Compliance!	Second lien	L + 12.00%		12.00% PIK	04/2025	9,390		9,655		0.5		9,390
Sovos Compliance*#	One stop	L + 4.75%	(a)	5.75%	04/2024	1,902		1,963		0.1		1,864
Sovos Compliance	Second lien	L + 12.00%		12.00% PIK	04/2025	1,270		1,312		0.1		1,270
Sovos Compliance*#	One stop	L + 4.75%	(a)	5.75%	04/2024	768		793		—		752
Sovos Compliance	One stop	L + 4.75%	(a)	5.75%	04/2024	198		196		—		194
Sovos Compliance	One stop	L + 4.75%	(a)	5.75%	04/2024	85		83		—		83
Unison Software Holdings, Inc.^+~	Senior loan	P + 3.50%	(f)	6.75%	05/2023	3,789		3,816		0.2		3,675
Watchfire Enterprises, Inc.	Second lien	L + 8.00%	(c)	9.06%	10/2021	9,435		9,386		0.5		9,151
						247,259		251,421		12.4		241,443

See Notes to Consolidated Financial Statements.

18

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Finance
Institutional Shareholder Services*!~	Senior loan	L + 4.50%	(c)(d)	5.57%	03/2026	$	18,870	$	19,291	0.9	%	$	18,116
Institutional Shareholder Services	Senior loan	L + 4.50%	(c)(d)	5.56%	03/2024	200		196		—		184
						19,070		19,487		0.9		18,300
Grocery
Teasdale Quality Foods, Inc.%&	Senior loan	L + 5.75%	(a)	6.75%	04/2021	3,827		3,608		0.2		3,597
Teasdale Quality Foods, Inc.%&	Senior loan	L + 5.75%	(a)	6.75%	04/2021	3,094		2,916		0.2		2,909
Teasdale Quality Foods, Inc.%&	Senior loan	L + 5.75%	(a)	6.75%	04/2021	518		488		—		486
Teasdale Quality Foods, Inc.%	Senior loan	L + 5.75%	(a)	6.75%	04/2021	387		367		—		364
Teasdale Quality Foods, Inc.+	Senior loan	L + 5.75%	(a)	6.75%	04/2021	262		260		—		246
Teasdale Quality Foods, Inc.%&	Senior loan	L + 5.75%	(a)	6.75%	04/2021	192		181		—		180
						8,280		7,820		0.4		7,782
Healthcare, Education and Childcare
ACP Ulysses Buyer, Inc.+!	Senior loan	L + 5.00%	(c)(d)	6.07%	02/2026	13,276		13,146		0.7		12,746
Active Day, Inc.#	One stop	L + 6.50%	(d)	7.57%	12/2021	24,695		24,964		1.1		21,731
Active Day, Inc.^#	One stop	L + 6.50%	(d)	7.57%	12/2021	1,905		1,928		0.1		1,678
Active Day, Inc.*#	One stop	L + 6.50%	(d)	7.57%	12/2021	1,228		1,244		0.1		1,081
Active Day, Inc.	One stop	L + 6.50%	(d)	7.57%	12/2021	978		1,008		—		861
Active Day, Inc.	One stop	L + 6.50%	(d)	7.57%	12/2021	863		857		—		759
Active Day, Inc.*#	One stop	L + 6.50%	(d)	7.57%	12/2021	848		859		—		746
Active Day, Inc.	One stop	L + 6.50%	(d)	7.57%	12/2021	102		102		—		90
Active Day, Inc.	One stop	L + 6.50%	(d)	N/A(6)	12/2021	—		—		—		—
Acuity Eyecare Holdings, LLC	One stop	L + 6.25%	(c)	7.99%	03/2024	7,147		7,184		0.3		6,646
Acuity Eyecare Holdings, LLC#	One stop	L + 6.25%	(c)	7.70%	03/2024	5,990		6,073		0.3		5,571
Acuity Eyecare Holdings, LLC~	One stop	L + 6.25%	(c)	7.70%	03/2024	5,615		5,738		0.3		5,222
Acuity Eyecare Holdings, LLC^~	One stop	L + 6.25%	(c)	7.70%	03/2024	3,277		3,393		0.2		3,046
Acuity Eyecare Holdings, LLC	One stop	L + 6.25%	(c)	7.70%	03/2024	793		819		—		737
Acuity Eyecare Holdings, LLC	One stop	L + 6.25%	(c)	7.70%	03/2024	197		188		—		183
Acuity Eyecare Holdings, LLC	One stop	L + 6.25%	(c)	7.62%	03/2023	150		149		—		139
ADCS Clinics Intermediate Holdings, LLC*#!	One stop	L + 5.75%	(c)(d)	6.82%	05/2022	42,093		42,632		2.0		39,987
ADCS Clinics Intermediate Holdings, LLC*#	One stop	L + 5.75%	(c)(d)	6.82%	05/2022	212		214		—		200
ADCS Clinics Intermediate Holdings, LLC	One stop	L + 5.75%	(a)(d)	6.79%	05/2022	200		200		—		190
ADCS Clinics Intermediate Holdings, LLC*	One stop	L + 5.75%	(c)(d)	6.82%	05/2022	164		166		—		156
ADCS Clinics Intermediate Holdings, LLC*#	One stop	L + 5.75%	(c)(d)	6.82%	05/2022	62		63		—		60
Advanced Pain Management Holdings, Inc.+(7)%	Senior loan	L + 5.00%	(a)	6.25%	04/2020	11,433		6,860		0.3		5,817
Advanced Pain Management Holdings, Inc.(7)	Senior loan	L + 8.50%	(a)	9.75%	04/2020	4,082		7		—		7
Advanced Pain Management Holdings, Inc.(7)	Senior loan	L + 5.00%	(a)	6.25%	04/2020	928		557		—		471
Advanced Pain Management Holdings, Inc.+(7)%	Senior loan	L + 5.00%	(a)	6.25%	04/2020	782		469		—		398
Agilitas USA, Inc.*#	One stop	L + 5.50%	(c)	7.41%	04/2022	10,153		10,191		0.5		9,139
Agilitas USA, Inc.	One stop	L + 5.50%	(c)	7.04%	04/2022	100		100		—		86
Apothecary Products, LLC+	Senior loan	L + 4.25%	(c)	6.03%	07/2023	2,904		3,028		0.1		2,643
Apothecary Products, LLC	Senior loan	L + 4.25%	(c)	5.25%	07/2023	782		782		—		711
Aris Teleradiology Company, LLC+(7)	Senior loan	L + 5.50%	(c)(d)	7.41%	03/2021	5,403		3,236		—		—
Aris Teleradiology Company, LLC(7)	Senior loan	L + 5.50%	(c)(d)	7.26%	03/2021	1,087		686		—		—

See Notes to Consolidated Financial Statements.

19

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Healthcare, Education and Childcare - (continued)
Aris Teleradiology Company, LLC(7)	Senior loan	L + 5.50%	(c)(d)	7.41%	03/2021	$	320	$	320	—	%	$	—
Aspen Medical Products, LLC+~	One stop	L + 5.25%	(a)	6.88%	06/2025	4,555		4,630		0.2		4,190
Aspen Medical Products, LLC	One stop	L + 5.25%	(c)	6.50%	06/2025	34		34		—		32
Belmont Instrument, LLC+	Senior loan	L + 4.75%	(d)	5.82%	12/2023	5,283		5,232		0.3		5,019
BIO18 Borrower, LLC!	One stop	L + 5.25%	(c)	7.03%	11/2024	11,131		11,171		0.6		10,908
BIO18 Borrower, LLC*	One stop	L + 5.25%	(c)	7.03%	11/2024	3,981		3,945		0.2		3,904
BIO18 Borrower, LLC	One stop	L + 5.25%	(c)	6.55%	11/2024	210		210		—		206
BIO18 Borrower, LLC(5)	One stop	L + 5.25%	(c)	N/A(6)	11/2024	—		(1)		—		(18)
BIOVT, LLC^*#	One stop	L + 5.75%	(a)	6.75%	01/2021	34,307		34,700		1.7		33,621
BIOVT, LLC#~	One stop	L + 5.75%	(a)	6.75%	01/2021	2,084		2,135		0.1		2,042
BIOVT, LLC*	One stop	L + 5.75%	(a)	6.75%	01/2021	1,956		2,004		0.1		1,917
BIOVT, LLC	One stop	L + 5.75%	(c)	6.87%	01/2021	120		120		—		116
BIOVT, LLC(5)	One stop	L + 5.75%		N/A(6)	01/2021	—		—		—		(24)
Blades Buyer, Inc.+~	Senior loan	L + 4.50%	(c)(f)	6.00%	08/2025	3,839		3,860		0.2		3,686
Blades Buyer, Inc.	Senior loan	L + 4.50%	(a)	5.50%	08/2025	90		90		—		86
Blades Buyer, Inc.(5)	Senior loan	L + 4.50%		N/A(6)	08/2025	—		(6)		—		(39)
CMI Parent Inc.+~	Senior loan	L + 4.25%	(c)	5.95%	08/2025	6,667		6,805		0.3		6,333
CMI Parent Inc.	Senior loan	L + 4.25%	(a)(c)	5.25%	08/2025	300		298		—		286
CRH Healthcare Purchaser, Inc.+~	Senior loan	L + 4.50%	(c)	5.95%	12/2024	13,111		13,290		0.6		12,587
CRH Healthcare Purchaser, Inc.(5)	Senior loan	L + 4.50%		N/A(6)	12/2024	—		(1)		—		(12)
CRH Healthcare Purchaser, Inc.(5)	Senior loan	L + 4.50%		N/A(6)	12/2024	—		(2)		—		(167)
DCA Investment Holding, LLC^*#+	One stop	L + 5.25%	(d)	6.32%	07/2021	31,571		31,913		1.5		28,414
DCA Investment Holding, LLC^*#+!~	One stop	L + 5.25%	(d)	6.33%	07/2021	27,355		27,774		1.3		24,618
DCA Investment Holding, LLC*#	One stop	L + 5.25%	(d)	6.32%	07/2021	8,362		8,540		0.4		7,525
DCA Investment Holding, LLC~	One stop	L + 5.25%	(d)	6.32%	07/2021	4,054		4,175		0.2		3,649
DCA Investment Holding, LLC~	One stop	L + 5.25%	(d)	6.32%	07/2021	3,687		3,798		0.2		3,318
DCA Investment Holding, LLC	One stop	L + 5.25%	(a)	6.25%	07/2021	2,729		2,725		0.1		2,449
DCA Investment Holding, LLC*~	One stop	L + 5.25%	(d)	6.32%	07/2021	2,524		2,600		0.1		2,272
DCA Investment Holding, LLC#	One stop	L + 5.25%	(d)	6.32%	07/2021	1,256		1,276		0.1		1,131
DCA Investment Holding, LLC*~	One stop	L + 5.25%	(d)	6.32%	07/2021	298		302		—		268
DCA Investment Holding, LLC*~	One stop	L + 5.25%	(d)	6.32%	07/2021	94		94		—		84
Deca Dental Management LLC^*#	One stop	L + 6.00%	(c)	7.45%	12/2021	11,231		11,475		0.5		10,109
Deca Dental Management LLC#~	One stop	L + 6.00%	(c)	7.45%	12/2021	1,379		1,408		0.1		1,241
Deca Dental Management LLC+~	One stop	L + 6.00%	(c)	7.45%	12/2021	994		1,016		—		895
Deca Dental Management LLC	One stop	L + 6.00%	(c)	7.45%	12/2021	737		761		—		664
Deca Dental Management LLC	One stop	L + 6.00%	(c)	7.45%	12/2021	100		101		—		90
Deca Dental Management LLC	One stop	L + 6.00%		N/A(6)	12/2021	—		—		—		—
Elite Dental Partners LLC*#	One stop	L + 5.25%	(d)	6.32%	06/2023	14,162		14,033		0.6		11,046
Elite Dental Partners LLC	One stop	L + 5.25%	(d)	6.32%	06/2023	1,878		1,866		0.1		1,464
Elite Dental Partners LLC#	One stop	L + 5.25%	(d)	6.32%	06/2023	1,760		1,749		0.1		1,372
Elite Dental Partners LLC+~	One stop	L + 5.25%	(d)	6.32%	06/2023	1,678		1,669		0.1		1,309
Elite Dental Partners LLC#~	One stop	L + 5.25%	(d)	6.32%	06/2023	1,608		1,599		0.1		1,254
Elite Dental Partners LLC	One stop	L + 5.25%	(c)(d)	6.32%	06/2023	200		199		—		156

See Notes to Consolidated Financial Statements.

20

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Healthcare, Education and Childcare - (continued)
Elite Dental Partners LLC	One stop	L + 5.25%	(d)	6.32%	06/2023	$	19	$	14	—	%	$	15
ERG Buyer, LLC*#	One stop	L + 5.50%	(c)	6.95%	05/2024	19,231		19,174		0.9		17,308
ERG Buyer, LLC	One stop	P + 4.50%	(f)	7.75%	05/2024	300		294		—		270
ERG Buyer, LLC(5)	One stop	L + 5.50%		N/A(6)	05/2024	—		(8)		—		—
eSolutions, Inc.^*#+!~	One stop	L + 6.50%	(a)	7.50%	03/2022	73,854		74,780		3.7		72,379
eSolutions, Inc.	One stop	L + 6.50%	(a)	7.50%	03/2022	150		150		—		148
Excelligence Learning Corporation^#	One stop	L + 6.00%	(a)(c)	7.07%	04/2023	10,143		9,833		0.4		7,608
Eyecare Services Partners Holdings LLC+	One stop	L + 6.25%	(c)	7.70%	05/2023	18,322		18,429		0.9		16,856
Eyecare Services Partners Holdings LLC*	One stop	L + 6.25%	(c)	7.70%	05/2023	8,036		8,187		0.4		7,393
Eyecare Services Partners Holdings LLC*#	One stop	L + 6.25%	(c)	7.70%	05/2023	7,038		7,178		0.3		6,475
Eyecare Services Partners Holdings LLC*+	One stop	L + 6.25%	(c)	7.70%	05/2023	2,403		2,450		0.1		2,211
Eyecare Services Partners Holdings LLC	One stop	L + 6.25%	(c)	7.70%	05/2023	2,088		2,120		0.1		1,925
Eyecare Services Partners Holdings LLC*	One stop	L + 6.25%	(c)	7.70%	05/2023	1,542		1,573		0.1		1,419
Eyecare Services Partners Holdings LLC*#	One stop	L + 6.25%	(c)	7.70%	05/2023	1,141		1,163		0.1		1,049
Eyecare Services Partners Holdings LLC*#	One stop	L + 6.25%	(c)	7.70%	05/2023	1,004		1,025		0.1		925
Eyecare Services Partners Holdings LLC*+	One stop	L + 6.25%	(c)	7.70%	05/2023	649		659		—		597
Eyecare Services Partners Holdings LLC	One stop	L + 6.25%	(c)	7.87%	05/2023	400		398		—		368
FYI Optical Acquisitions, Inc. & FYI USA, Inc.~(8)(9)(14)	One stop	L + 4.50%		6.24%	03/2027	11,891		11,773		0.5		10,185
FYI Optical Acquisitions, Inc. & FYI USA, Inc.(5)(8)(9)(14)	One stop	L + 4.50%		N/A(6)	03/2027	—		(3)		—		(18)
FYI Optical Acquisitions, Inc. & FYI USA, Inc.(5)(8)(14)	One stop	L + 4.50%		N/A(6)	03/2027	—		(1)		—		(8)
G & H Wire Company, Inc.^#&	One stop	L + 5.50%	(a)	6.50%	09/2023	11,207		11,206		0.5		10,311
G & H Wire Company, Inc.	One stop	L + 5.50%	(c)	6.56%	09/2022	140		140		—		128
Immucor, Inc.+	Senior loan	L + 5.00%	(c)	6.45%	06/2021	3,576		3,631		0.2		3,138
Joerns Healthcare, LLC^*%	One stop	L + 6.00%	(c)	7.12%	08/2024	1,873		1,820		0.1		1,797
Joerns Healthcare, LLC^*%	One stop	L + 6.00%	(c)	7.12%	08/2024	1,800		1,769		0.1		1,728
Katena Holdings, Inc.^#	One stop	L + 6.00%	(d)	7.07%	06/2021	12,796		12,912		0.6		12,028
Katena Holdings, Inc.^#	One stop	L + 6.00%	(d)	7.07%	06/2021	1,250		1,261		0.1		1,175
Katena Holdings, Inc.+	One stop	L + 6.00%	(d)	7.07%	06/2021	934		927		—		878
Katena Holdings, Inc.#	One stop	L + 6.00%	(d)	7.07%	06/2021	855		863		—		805
Katena Holdings, Inc.	One stop	L + 6.00%	(a)(f)	7.36%	06/2021	200		201		—		188
Krueger-Gilbert Health Physics, LLC!~	Senior loan	L + 5.25%	(c)	6.70%	05/2025	2,371		2,357		0.1		2,205
Krueger-Gilbert Health Physics, LLC!	Senior loan	L + 5.25%	(c)	6.70%	05/2025	1,119		1,162		0.1		1,041
Krueger-Gilbert Health Physics, LLC	Senior loan	L + 5.25%	(c)	6.70%	05/2025	420		418		—		391
Krueger-Gilbert Health Physics, LLC	Senior loan	L + 5.25%	(c)	6.48%	05/2025	50		50		—		44
Lombart Brothers, Inc.^*#~	One stop	L + 6.25%	(c)	7.70%	04/2023	29,106		29,481		1.4		28,230
Lombart Brothers, Inc.^#(8)(9)	One stop	L + 6.25%	(c)	7.70%	04/2023	3,133		3,174		0.2		3,040
Lombart Brothers, Inc.	One stop	L + 6.25%	(c)	7.25%	04/2023	280		279		—		272
Lombart Brothers, Inc.(8)(9)	One stop	L + 6.25%	(a)(c)	7.25%	04/2023	50		49		—		48
MD Now Holdings, Inc.+!	One stop	L + 5.00%	(d)	6.07%	08/2024	14,616		14,792		0.7		14,032
MD Now Holdings, Inc.	One stop	L + 5.00%	(d)	6.07%	08/2024	622		621		—		536
MD Now Holdings, Inc.	One stop	L + 5.00%	(c)	6.45%	08/2024	300		299		—		288
MWD Management, LLC & MWD Services, Inc.#+	One stop	L + 5.25%	(c)	6.70%	06/2023	7,053		7,040		0.3		6,488
MWD Management, LLC & MWD Services, Inc.^#	One stop	L + 5.25%	(c)	6.70%	06/2023	4,540		4,633		0.2		4,177

See Notes to Consolidated Financial Statements.

21

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Healthcare, Education and Childcare - (continued)
MWD Management, LLC & MWD Services, Inc.	One stop	L + 5.25%	(c)	6.36%	06/2022	$	160	$	159	—	%	$	148
MWD Management, LLC & MWD Services, Inc.(5)	One stop	L + 5.25%		N/A(6)	06/2023	—		—		—		(12)
Oliver Street Dermatology Holdings, LLC#(7)	One stop	L + 6.25%	(c)	7.70%	05/2022	19,295		17,731		0.5		10,062
Oliver Street Dermatology Holdings, LLC*#(7)	One stop	L + 6.25%	(c)	8.19%	05/2022	2,239		1,926		0.1		1,168
Oliver Street Dermatology Holdings, LLC(7)	One stop	L + 6.25%	(c)	8.19%	05/2022	2,122		1,941		0.1		1,106
Oliver Street Dermatology Holdings, LLC^+(7)	One stop	L + 6.25%	(c)	8.19%	05/2022	1,606		1,382		—		838
Oliver Street Dermatology Holdings, LLC*+(7)	One stop	L + 6.25%	(c)	7.70%	05/2022	1,419		1,220		—		740
Oliver Street Dermatology Holdings, LLC*+(7)	One stop	L + 6.25%	(c)	7.70%	05/2022	1,235		1,063		—		645
Oliver Street Dermatology Holdings, LLC^+(7)	One stop	L + 6.25%	(c)	8.19%	05/2022	962		828		—		501
Oliver Street Dermatology Holdings, LLC*+(7)	One stop	L + 6.25%	(c)	7.70%	05/2022	834		717		—		435
Oliver Street Dermatology Holdings, LLC+(7)	One stop	L + 6.25%	(c)	8.19%	05/2022	515		442		—		268
Oliver Street Dermatology Holdings, LLC(7)	One stop	L + 6.25%	(c)(f)	8.19%	05/2022	290		267		—		152
Oliver Street Dermatology Holdings, LLC^#(7)	One stop	L + 6.25%	(c)	8.19%	05/2022	98		89		—		50
Oliver Street Dermatology Holdings, LLC*#(7)	One stop	L + 6.25%	(c)	7.70%	05/2022	88		81		—		46
Oliver Street Dermatology Holdings, LLC^#(7)	One stop	L + 6.25%	(c)	7.70%	05/2022	70		63		—		36
Oliver Street Dermatology Holdings, LLC^#(7)	One stop	L + 6.25%	(c)	7.70%	05/2022	62		59		—		34
ONsite Mammography, LLC~	One stop	L + 6.00%	(d)	7.07%	11/2023	7,688		7,730		0.4		7,379
ONsite Mammography, LLC	One stop	L + 6.00%	(a)	7.00%	11/2023	80		82		—		76
ONsite Mammography, LLC	One stop	L + 6.00%	(a)(d)	7.04%	11/2023	29		28		—		28
Pinnacle Treatment Centers, Inc.#	One stop	L + 6.25%	(c)	8.03%	01/2023	19,230		19,430		1.0		18,653
Pinnacle Treatment Centers, Inc.*	One stop	L + 6.25%	(c)	8.03%	01/2023	7,832		7,759		0.4		7,597
Pinnacle Treatment Centers, Inc.#	One stop	L + 6.25%	(c)	8.03%	01/2023	1,578		1,585		0.1		1,531
Pinnacle Treatment Centers, Inc.+~	One stop	L + 6.25%	(c)	8.03%	01/2023	713		721		—		692
Pinnacle Treatment Centers, Inc.	One stop	P + 5.00%	(c)(f)	8.23%	01/2023	231		231		—		224
Pinnacle Treatment Centers, Inc.	One stop	L + 6.25%	(c)	8.03%	01/2023	188		190		—		182
Pinnacle Treatment Centers, Inc.^	One stop	L + 6.25%	(c)	8.03%	01/2023	108		110		—		104
Pinnacle Treatment Centers, Inc.(5)	One stop	L + 6.25%		N/A(6)	01/2023	—		(1)		—		—
PPT Management Holdings, LLC+	One stop	L + 6.75%	(a)	7.58% cash/0.75% PIK	12/2022	24,518		22,615		1.1		20,833
PPT Management Holdings, LLC	One stop	L + 6.75%	(a)(c)	7.02% cash/0.75% PIK	12/2022	416		388		—		354
PPT Management Holdings, LLC	One stop	L + 6.75%	(a)	7.58% cash/0.75% PIK	12/2022	302		288		—		256
PPT Management Holdings, LLC	One stop	L + 6.75%	(a)	7.58% cash/0.75% PIK	12/2022	178		170		—		152
PPT Management Holdings, LLC	One stop	L + 6.75%	(a)	7.58% cash/0.75% PIK	12/2022	86		77		—		74
Pyramid Healthcare, Inc.*+%&	One stop	L + 6.50%	(c)	8.11%	08/2020	15,061		15,059		0.8		14,760
Pyramid Healthcare, Inc.	One stop	L + 6.50%	(c)(f)	7.99%	08/2020	719		719		—		704
Pyramid Healthcare, Inc.	One stop	L + 6.50%	(c)	8.24%	08/2020	463		463		—		454
Pyramid Healthcare, Inc.	One stop	L + 6.50%	(c)	8.24%	08/2020	335		340		—		328
Pyramid Healthcare, Inc.%&	One stop	L + 6.50%	(c)	8.11%	08/2020	292		292		—		286
Pyramid Healthcare, Inc.	One stop	L + 6.50%	(c)	8.08%	08/2020	112		112		—		110
Pyramid Healthcare, Inc.	One stop	L + 6.50%	(a)(c)	7.57%	08/2020	45		45		—		44
Riverchase MSO, LLC*#	Senior loan	L + 5.25%	(c)	6.70%	10/2022	9,670		9,821		0.5		8,800
Riverchase MSO, LLC	Senior loan	P + 4.25%	(c)(f)	7.24%	10/2022	130		130		—		118
RXH Buyer Corporation^*#!	One stop	L + 5.75%	(c)	7.20%	09/2021	27,668		27,948		1.4		27,116
RXH Buyer Corporation*#	One stop	L + 5.75%	(c)	7.20%	09/2021	3,131		3,164		0.2		3,068

See Notes to Consolidated Financial Statements.

22

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Healthcare, Education and Childcare - (continued)
RXH Buyer Corporation	One stop	L + 5.75%	(c)	7.20%	09/2021	$	400	$	402	—	%	$	392
Sage Dental Management, LLC(7)%	One stop	L + 6.25%	(c)	7.16% cash/1.00% PIK	12/2020	4,334		3,971		0.2		3,033
Sage Dental Management, LLC(7)	One stop	L + 6.25%	(c)	8.16%	12/2020	70		64		—		49
Sage Dental Management, LLC(7)	One stop	L + 6.25%	(c)	8.16%	12/2020	63		58		—		44
Sage Dental Management, LLC(7)%	One stop	L + 6.25%	(c)	8.16%	12/2020	45		41		—		31
SLMP, LLC^#	One stop	L + 6.00%	(d)	7.07%	05/2023	12,012		12,101		0.6		11,771
SLMP, LLC^#	One stop	L + 6.00%	(d)	7.07%	05/2023	5,782		5,996		0.3		5,667
SLMP, LLC	One stop	L + 6.00%	(d)	7.07%	05/2023	1,503		1,499		0.1		1,467
SLMP, LLC	Subordinated debt	N/A		7.50% PIK	05/2027	223		229		—		223
SLMP, LLC	One stop	P + 5.00%	(f)	8.25%	05/2023	100		99		—		96
Summit Behavioral Healthcare, LLC^#&	Senior loan	L + 4.75%	(c)	6.36%	10/2023	20,703		20,438		1.0		19,047
Summit Behavioral Healthcare, LLC	Senior loan	L + 4.75%	(c)	6.36%	10/2023	432		434		—		398
Summit Behavioral Healthcare, LLC	Senior loan	L + 4.75%	(c)	6.31%	10/2023	300		296		—		276
WHCG Management, LLC*#%&	Senior loan	L + 4.75%	(d)	5.82%	03/2023	16,151		16,265		0.8		15,182
WHCG Management, LLC	Senior loan	L + 4.75%	(d)	5.82%	03/2023	5,655		5,610		0.3		5,315
WHCG Management, LLC	Senior loan	L + 4.75%	(d)	5.82%	03/2023	1,994		1,986		0.1		1,874
WHCG Management, LLC	Senior loan	L + 4.75%	(d)	5.82%	03/2023	340		338		—		320
WHCG Management, LLC	Senior loan	P + 3.75%	(c)(f)	7.00%	03/2023	196		199		—		184
						831,697		820,513		38.0		744,684
Home and Office Furnishings, Housewares, and Durable Consumer
1A Smart Start LLC+~%&	Senior loan	L + 4.50%	(c)	5.57%	02/2022	6,229		6,246		0.3		5,793
CST Buyer Company^+~	One stop	L + 5.75%	(d)	6.82%	10/2025	10,974		10,861		0.5		10,316
CST Buyer Company	One stop	L + 5.75%	(d)	6.82%	10/2025	38		38		—		35
Plano Molding Company, LLC^+	One stop	L + 7.50%	(c)	8.95%	05/2021	14,674		14,641		0.7		12,473
						31,915		31,786		1.5		28,617
Hotels, Motels, Inns, and Gaming
Davidson Hotel Company, LLC+	One stop	L + 5.25%	(a)	6.25%	07/2024	8,502		8,442		0.3		6,376
Davidson Hotel Company, LLC	One stop	L + 5.25%	(a)	6.25%	07/2024	1,075		1,075		0.1		806
Davidson Hotel Company, LLC	One stop	L + 5.25%	(a)	6.25%	07/2024	100		100		—		76
Davidson Hotel Company, LLC(5)	One stop	L + 5.25%		N/A(6)	07/2024	—		(12)		—		—
						9,677		9,605		0.4		7,258
Insurance
Captive Resources Midco, LLC^*#+~	One stop	L + 6.00%	(a)	7.00%	05/2025	54,631		54,828		2.8		54,631
Captive Resources Midco, LLC	One stop	L + 6.00%	(c)	7.00%	05/2025	1,727		1,705		0.1		1,727
Captive Resources Midco, LLC#	One stop	L + 6.00%	(a)	7.00%	05/2025	1,447		1,433		0.1		1,447
Integrity Marketing Acquisition, LLC+~	Senior loan	L + 5.75%	(c)	7.39%	08/2025	2,483		2,484		0.1		2,433
Integrity Marketing Acquisition, LLC	Senior loan	L + 5.75%	(c)	7.59%	08/2025	793		789		—		777
Integrity Marketing Acquisition, LLC	Senior loan	L + 5.75%	(c)	7.47%	08/2025	480		477		—		470
Integrity Marketing Acquisition, LLC	Senior loan	L + 5.75%	(c)	7.26%	08/2025	35		34		—		31
Integrity Marketing Acquisition, LLC	Senior loan	L + 5.75%	(c)	6.97%	08/2025	30		28		—		28
J.S. Held Holdings, LLC#+~	One stop	L + 6.00%	(c)(d)	7.07%	07/2025	3,631		3,635		0.2		3,342
J.S. Held Holdings, LLC	One stop	L + 6.00%	(c)	7.22%	07/2025	232		226		—		200
J.S. Held Holdings, LLC(5)	One stop	L + 6.00%		N/A(6)	07/2025	—		(29)		—		(236)

See Notes to Consolidated Financial Statements.

23

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Insurance - (continued)
Orchid Underwriters Agency, LLC+~	Senior loan	L + 4.50%	(c)	5.57%	12/2024	$	4,209	$	4,268	0.2	%	$	3,873
Orchid Underwriters Agency, LLC	Senior loan	L + 4.50%	(c)	5.62%	12/2024	38		38		—		36
Orchid Underwriters Agency, LLC(5)	Senior loan	L + 4.50%		N/A(6)	12/2024	—		(1)		—		(80)
RSC Acquisition, Inc.+~	One stop	L + 5.50%	(c)	7.26%	10/2026	24,088		23,633		1.2		23,124
RSC Acquisition, Inc.(5)	One stop	L + 5.50%		N/A(6)	10/2026	—		(1)		—		(3)
RSC Acquisition, Inc.(5)	One stop	L + 5.50%	(c)	N/A(6)	10/2026	—		(8)		—		(16)
						93,824		93,539		4.7		91,784
Leisure, Amusement, Motion Pictures, Entertainment
CR Fitness Holdings, LLC+~	Senior loan	L + 4.00%	(c)	5.45%	07/2025	2,009		2,022		0.1		1,768
CR Fitness Holdings, LLC	Senior loan	L + 4.00%	(c)(f)	5.00%	07/2025	269		263		—		237
CR Fitness Holdings, LLC	Senior loan	L + 4.00%	(c)(f)	5.18%	07/2025	74		74		—		66
EOS Fitness Opco Holdings, LLC*#	One stop	L + 4.75%	(c)	6.20%	01/2025	8,719		8,846		0.4		8,022
EOS Fitness Opco Holdings, LLC	One stop	L + 4.75%	(c)	6.20%	01/2025	667		679		—		594
EOS Fitness Opco Holdings, LLC	One stop	P + 3.75%	(f)	7.00%	01/2025	120		120		—		110
PADI Holdco, Inc.*#	One stop	L + 5.50%	(c)	7.12%	04/2024	21,942		22,179		1.0		20,186
PADI Holdco, Inc.+~(8)(9)	One stop	E + 5.75%	(g)	5.50%	04/2024	20,782		21,132		1.0		18,479
PADI Holdco, Inc.~	One stop	L + 5.50%	(c)	6.50%	04/2024	801		794		—		747
PADI Holdco, Inc.	One stop	L + 5.50%	(c)	6.77%	04/2023	298		299		—		274
PADI Holdco, Inc.	One stop	L + 5.50%	(c)	6.97%	04/2024	166		164		—		154
Planet Fit Indy 10 LLC+	One stop	L + 5.25%	(c)	6.70%	07/2025	17,473		17,369		0.8		16,250
Planet Fit Indy 10 LLC#	One stop	L + 5.25%	(c)	6.99%	07/2025	2,331		2,385		0.1		2,168
Planet Fit Indy 10 LLC#	One stop	L + 5.25%	(c)	6.70%	07/2025	1,265		1,258		0.1		1,177
Planet Fit Indy 10 LLC	One stop	L + 5.25%	(c)	6.45%	07/2025	200		200		—		186
Self Esteem Brands, LLC^*#%&	Senior loan	L + 4.25%	(d)	5.32%	02/2022	45,841		46,319		2.2		42,632
Self Esteem Brands, LLC	Senior loan	P + 3.25%	(f)	6.50%	02/2022	2,338		2,334		0.1		2,174
Sunshine Sub, LLC#~	One stop	L + 4.75%	(a)	5.75%	05/2024	12,990		13,104		0.6		11,951
Sunshine Sub, LLC#	One stop	L + 4.75%	(a)	5.75%	05/2024	5,682		5,892		0.3		5,228
Sunshine Sub, LLC	One stop	L + 4.75%	(a)	5.75%	05/2024	200		199		—		184
Teaching Company, The*#	One stop	L + 4.75%	(c)	6.46%	07/2023	17,878		18,087		0.9		16,448
Teaching Company, The	One stop	L + 4.75%	(c)(d)(f)	6.33%	07/2023	190		190		—		174
Titan Fitness, LLC*#+	One stop	L + 4.75%	(c)	6.50%	02/2025	30,471		30,961		1.4		28,033
Titan Fitness, LLC	One stop	L + 4.75%	(c)	6.38%	02/2025	1,899		1,897		0.1		1,747
Titan Fitness, LLC	One stop	L + 4.75%	(c)(f)	6.00%	02/2025	474		472		—		434
WBZ Investment LLC#	One stop	L + 5.50%	(c)(d)	6.95%	09/2024	8,483		8,547		0.4		7,634
WBZ Investment LLC	One stop	L + 5.50%	(a)(d)	6.50%	09/2024	1,215		1,206		0.1		1,094
WBZ Investment LLC	One stop	L + 5.50%	(c)	6.95%	09/2024	844		877		0.1		760
WBZ Investment LLC	One stop	L + 5.50%	(c)	6.95%	09/2024	432		448		—		389
WBZ Investment LLC	One stop	L + 5.50%	(a)(c)	6.50%	09/2024	80		80		—		70
						206,133		208,397		9.7		189,370
Oil and Gas
Drilling Info Holdings, Inc.*#+~	Senior loan	L + 4.25%	(a)	5.24%	07/2025	36,763		37,297		1.8		34,156
Drilling Info Holdings, Inc.~	Senior loan	L + 4.50%	(a)	5.49%	07/2025	17,429		16,958		0.8		16,383
Drilling Info Holdings, Inc.	Senior loan	L + 4.25%	(a)	5.15%	07/2023	150		148		—		136

See Notes to Consolidated Financial Statements.

24

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Oil and Gas - (continued)
Drilling Info Holdings, Inc.	Senior loan	L + 4.50%	(a)	5.40%	07/2023	$	64	$	61	—	%	$	59
Drilling Info Holdings, Inc.(5)	Senior loan	L + 4.25%		N/A(6)	07/2023	—		(6)		—		(73)
						54,406		54,458		2.6		50,661
Personal and Non Durable Consumer Products (Mfg. Only)
Georgica Pine Clothiers, LLC#	One stop	L + 5.50%	(d)	6.57%	11/2023	10,428		10,558		0.5		9,384
Georgica Pine Clothiers, LLC*#	One stop	L + 5.50%	(d)	6.59%	11/2023	6,537		6,625		0.3		5,882
Georgica Pine Clothiers, LLC+	One stop	L + 5.50%	(d)	6.57%	11/2023	1,011		1,002		0.1		910
Georgica Pine Clothiers, LLC^#	One stop	L + 5.50%	(d)	6.57%	11/2023	909		923		0.1		818
Georgica Pine Clothiers, LLC*#	One stop	L + 5.50%	(d)	6.57%	11/2023	638		648		—		575
Georgica Pine Clothiers, LLC	One stop	L + 5.50%	(d)	6.69%	11/2023	236		236		—		212
IMPLUS Footwear, LLC+~	One stop	L + 6.25%	(c)	7.70%	04/2024	30,316		30,772		1.4		27,285
IMPLUS Footwear, LLC+~	One stop	L + 6.25%	(c)	7.70%	04/2024	5,178		5,255		0.2		4,660
IMPLUS Footwear, LLC*	One stop	L + 6.25%	(c)	7.70%	04/2024	746		774		—		672
Orthotics Holdings, Inc.*#	One stop	L + 6.00%	(e)	7.00%	05/2020	11,676		11,679		0.5		10,509
Orthotics Holdings, Inc.*#(8)(9)	One stop	L + 6.00%	(e)	7.00%	05/2020	1,914		1,915		0.1		1,723
Orthotics Holdings, Inc.	One stop	L + 6.00%		N/A(6)	05/2020	—		—		—		—
WU Holdco, Inc. #+~	One stop	L + 5.50%	(c)	6.99%	03/2026	3,445		3,528		0.2		3,376
WU Holdco, Inc.	One stop	L + 5.50%	(c)	7.19%	03/2026	393		394		—		384
WU Holdco, Inc.	One stop	L + 5.50%	(c)	6.72%	03/2025	40		40		—		38
						73,467		74,349		3.4		66,428
Personal, Food and Miscellaneous Services
Blue River Pet Care, LLC#+	One stop	L + 5.00%	(d)	6.07%	07/2026	27,830		27,886		1.3		25,882
Blue River Pet Care, LLC	One stop	L + 5.00%	(c)(d)	6.06%	08/2025	276		272		—		248
Blue River Pet Care, LLC(5)	One stop	L + 5.00%		N/A(6)	07/2026	—		(97)		—		(742)
Captain D's, LLC^#%&	Senior loan	L + 4.50%	(c)(d)	5.50%	12/2023	14,292		14,343		0.7		12,864
Captain D's, LLC	Senior loan	P + 3.50%	(c)(f)	6.74%	12/2023	120		121		—		104
Encorevet Group LLC	Senior loan	L + 5.00%	(c)	6.45%	11/2024	113		113		—		105
Encorevet Group LLC	Senior loan	L + 5.00%	(c)	6.58%	11/2024	58		57		—		54
Encorevet Group LLC	Senior loan	L + 5.00%	(c)	6.23%	11/2024	25		25		—		22
Encorevet Group LLC	Senior loan	L + 5.00%	(c)	6.45%	11/2024	10		10		—		9
Encorevet Group LLC(5)	Senior loan	L + 5.00%		N/A(6)	11/2024	—		(3)		—		(22)
Imperial Optical Midco Inc.~	One stop	L + 5.25%	(b)	6.73%	08/2023	3,631		3,685		0.2		3,450
Imperial Optical Midco Inc.*	One stop	L + 5.25%	(b)	6.51%	08/2023	2,832		2,808		0.1		2,690
Imperial Optical Midco Inc.	One stop	L + 5.25%	(b)	6.62%	08/2023	1,925		1,978		0.1		1,829
Imperial Optical Midco Inc.	One stop	L + 5.25%	(b)	6.51%	08/2023	1,253		1,288		0.1		1,191
Imperial Optical Midco Inc.*	One stop	L + 5.25%	(b)	6.87%	08/2023	1,141		1,172		0.1		1,084
Imperial Optical Midco Inc.	One stop	L + 5.25%	(b)	6.60%	08/2023	331		328		—		314
Imperial Optical Midco Inc.	One stop	L + 5.25%	(b)	6.51%	08/2023	241		239		—		229
Imperial Optical Midco Inc.	One stop	L + 5.25%	(b)	6.60%	08/2023	191		189		—		181
Imperial Optical Midco Inc.	One stop	L + 5.25%	(b)	6.88%	08/2023	134		133		—		128
Imperial Optical Midco Inc.	One stop	L + 5.25%	(b)	6.51%	08/2023	130		129		—		124
Imperial Optical Midco Inc.	One stop	L + 5.25%	(b)	6.56%	08/2023	97		96		—		92
Imperial Optical Midco Inc.	One stop	L + 5.25%	(b)	6.27%	08/2023	83		83		—		79

See Notes to Consolidated Financial Statements.

25

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Personal, Food and Miscellaneous Services
Imperial Optical Midco Inc.	One stop	L + 5.25%	(b)(c)	6.26%	08/2023	$	36	$	35	—	%	$	34
Imperial Optical Midco Inc.	One stop	L + 5.25%		N/A(6)	08/2023	—		—		—		—
Imperial Optical Midco Inc.(5)	One stop	L + 5.25%		N/A(6)	08/2023	—		(5)		—		—
Midwest Veterinary Partners, LLC+	One stop	L + 6.00%	(d)	7.07%	07/2025	4,296		4,223		0.2		4,166
Midwest Veterinary Partners, LLC	One stop	L + 4.75%	(d)	5.82%	07/2025	1,030		1,021		0.1		999
Midwest Veterinary Partners, LLC	One stop	L + 6.00%	(a)	7.00%	07/2025	814		776		—		790
Midwest Veterinary Partners, LLC	One stop	L + 4.75%	(d)	5.82%	07/2025	200		200		—		194
NVA Holdings, Inc.~	Senior loan	L + 3.50%	(c)	4.95%	02/2026	2,951		2,921		0.1		2,715
PPV Intermediate Holdings II, LLC	One stop	L + 5.00%	(c)(d)	7.33%	05/2023	4,946		4,958		0.2		4,596
PPV Intermediate Holdings II, LLC	One stop	P + 4.00%	(d)(f)	6.75%	05/2023	100		100		—		96
PPV Intermediate Holdings II, LLC	One stop	N/A		7.90% PIK	05/2023	22		23		—		22
Ruby Slipper Cafe LLC, The*	One stop	L + 7.50%	(c)	8.95%	01/2023	2,055		2,044		0.1		1,951
Ruby Slipper Cafe LLC, The	One stop	L + 7.50%	(c)	8.62%	01/2023	302		319		—		287
Ruby Slipper Cafe LLC, The	One stop	L + 7.50%	(c)	8.70%	01/2023	30		30		—		29
Southern Veterinary Partners, LLC*#~	One stop	L + 5.50%	(d)	6.57%	05/2025	26,728		27,733		1.3		25,660
Southern Veterinary Partners, LLC	One stop	L + 5.50%	(d)	6.57%	05/2025	211		209		—		203
Southern Veterinary Partners, LLC	One stop	L + 5.50%	(c)	6.50%	05/2023	200		199		—		192
Southern Veterinary Partners, LLC	One stop	L + 5.50%	(d)	6.57%	05/2025	192		190		—		184
Southern Veterinary Partners, LLC	One stop	L + 5.50%	(d)	6.57%	05/2025	126		125		—		121
Southern Veterinary Partners, LLC	One stop	L + 5.50%	(d)	6.57%	05/2025	121		120		—		116
Southern Veterinary Partners, LLC	One stop	L + 5.50%	(d)	6.57%	05/2025	120		119		—		115
Southern Veterinary Partners, LLC	One stop	L + 5.50%	(d)	6.57%	05/2025	114		113		—		109
Southern Veterinary Partners, LLC	One stop	L + 5.50%	(d)	6.57%	05/2025	112		111		—		107
Southern Veterinary Partners, LLC(5)	One stop	L + 5.50%		N/A(6)	05/2025	—		(2)		—		—
Southern Veterinary Partners, LLC(5)	One stop	L + 5.50%		N/A(6)	05/2025	—		(25)		—		(80)
Veterinary Specialists of North America, LLC*#!	Senior loan	L + 4.25%	(a)	5.24%	04/2025	41,864		43,434		2.0		39,770
Veterinary Specialists of North America, LLC	Senior loan	L + 4.25%	(a)	5.18%	04/2025	3,348		3,343		0.2		2,754
Veterinary Specialists of North America, LLC#	Senior loan	L + 4.25%	(a)	5.24%	04/2025	2,886		2,863		0.1		2,741
Veterinary Specialists of North America, LLC*	Senior loan	L + 4.25%	(a)	5.24%	04/2025	1,452		1,508		0.1		1,379
Veterinary Specialists of North America, LLC	Senior loan	L + 4.25%	(a)	5.05%	04/2025	835		832		0.1		793
Wetzel's Pretzels, LLC*#	One stop	L + 6.75%	(c)	8.20%	09/2021	17,027		17,242		0.8		15,325
Wetzel's Pretzels, LLC	One stop	L + 6.75%	(c)	7.93%	09/2021	100		101		—		90
						166,931		169,715		7.9		155,373
Printing and Publishing
Brandmuscle, Inc.%&	Senior loan	L + 4.75%	(d)	5.82%	12/2021	8,115		8,110		0.4		7,379
Brandmuscle, Inc.^#	Senior loan	L + 5.00%	(d)	6.07%	12/2021	1,132		1,151		0.1		1,037
Brandmuscle, Inc.	Senior loan	L + 4.75%	(d)	5.82%	12/2021	34		34		—		26
Messenger, LLC+~	One stop	L + 6.00%	(a)(c)(f)	7.16%	08/2023	9,098		9,196		0.4		8,462
Messenger, LLC	One stop	P + 5.00%	(f)	8.25%	08/2023	32		32		—		28
Messenger, LLC(5)	One stop	L + 6.00%		N/A(6)	08/2023	—		(2)		—		—
						18,411		18,521		0.9		16,932
Retail Stores
2nd Ave. LLC	One stop	L + 5.50%	(d)	7.28%	09/2025	5,959		5,864		0.2		4,767

See Notes to Consolidated Financial Statements.

26

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Retail Stores - (continued)
2nd Ave. LLC	One stop	L + 5.50%	(a)(c)	6.65%	09/2025	$	50	$	50	—	%	$	40
Batteries Plus Holding Corporation#	One stop	L + 6.75%	(a)(f)	7.75%	07/2022	21,980		22,276		1.0		20,222
Batteries Plus Holding Corporation	One stop	P + 5.75%	(f)	9.00%	07/2022	250		249		—		226
Boot Barn, Inc.+~%&	Senior loan	L + 4.50%	(c)	5.77%	06/2023	16,777		16,928		0.8		15,770
Cycle Gear, Inc.^#+~	One stop	L + 5.00%	(c)	6.45%	01/2024	23,953		23,963		1.1		21,559
DTLR, Inc.^*#+	One stop	L + 6.50%	(c)	8.28%	08/2022	41,599		42,155		2.0		39,519
Elite Sportswear, L.P.&	Senior loan	L + 6.25%	(c)	7.70%	12/2021	9,199		8,988		0.4		7,635
Elite Sportswear, L.P.&	Senior loan	L + 6.25%	(c)	7.70%	12/2021	3,698		3,616		0.2		3,069
Elite Sportswear, L.P.&	Senior loan	L + 6.25%	(c)	7.70%	12/2021	1,903		1,861		0.1		1,580
Elite Sportswear, L.P.	Senior loan	L + 6.25%	(c)(d)(f)	8.09%	12/2021	1,142		1,116		—		943
Elite Sportswear, L.P.*&	Senior loan	L + 6.25%	(c)	7.70%	12/2021	632		619		—		524
Elite Sportswear, L.P.&	Senior loan	L + 6.25%	(c)	7.70%	12/2021	289		282		—		240
Elite Sportswear, L.P.*&	Senior loan	L + 6.25%	(c)	7.70%	12/2021	276		271		—		229
Elite Sportswear, L.P.	Senior loan	P + 5.00%	(c)(d)(f)	8.10%	12/2021	40		39		—		34
Feeders Supply Company, LLC#	One stop	L + 5.75%	(c)	7.20%	04/2021	8,640		8,747		0.4		8,209
Feeders Supply Company, LLC	Subordinated debt	N/A		12.50% cash/7.00% PIK	04/2021	147		149		—		139
Feeders Supply Company, LLC	One stop	L + 5.75%	(a)	6.75%	04/2021	50		50		—		46
Jet Equipment & Tools Ltd.+~(8)(9)(12)	One stop	L + 5.75%	(a)	7.41%	11/2024	18,080		18,391		0.8		15,571
Jet Equipment & Tools Ltd.*#(8)(12)	One stop	L + 5.75%	(a)	6.75%	11/2024	12,427		12,695		0.6		11,433
Jet Equipment & Tools Ltd.+~(8)(12)	One stop	L + 5.75%	(a)	6.75%	11/2024	4,328		4,406		0.2		3,982
Jet Equipment & Tools Ltd.~(8)(12)	One stop	L + 5.75%	(a)	6.75%	11/2024	1,589		1,575		0.1		1,462
Jet Equipment & Tools Ltd.(5)(8)(9)(12)	One stop	L + 5.75%		N/A(6)	11/2024	—		(1)		—		(22)
Mills Fleet Farm Group LLC^*#+!~&	One stop	L + 7.00%	(d)	7.84% cash/0.75% PIK	10/2024	49,834		49,598		2.2		42,356
Pet Holdings ULC^*#+!(8)(12)	One stop	L + 5.50%	(c)	7.41%	07/2022	46,881		47,925		2.3		44,068
Pet Holdings ULC(8)(12)	One stop	P + 4.50%	(f)	7.75%	07/2022	300		299		—		282
Pet Holdings ULC^*#+(8)(12)	One stop	L + 5.50%	(c)	7.41%	07/2022	242		244		—		226
Pet Supplies Plus, LLC*+	Senior loan	L + 4.50%	(b)	6.16%	12/2024	14,253		14,515		0.7		13,541
Pet Supplies Plus, LLC	Senior loan	L + 4.50%	(b)	5.50%	12/2023	224		223		—		212
PetPeople Enterprises, LLC^#	One stop	L + 5.75%	(d)	6.82%	09/2023	5,380		5,437		0.3		4,949
PetPeople Enterprises, LLC#	One stop	L + 5.75%	(a)(d)	6.79%	09/2023	1,826		1,855		0.1		1,680
PetPeople Enterprises, LLC	One stop	L + 5.75%	(a)(c)(d)	6.77%	09/2023	100		101		—		92
Sola Franchise, LLC and Sola Salon Studios, LLC#	One stop	L + 5.25%	(d)	6.32%	10/2024	6,998		7,017		0.3		6,298
Sola Franchise, LLC and Sola Salon Studios, LLC#	One stop	L + 5.25%	(d)	6.32%	10/2024	1,717		1,782		0.1		1,545
Sola Franchise, LLC and Sola Salon Studios, LLC	One stop	L + 5.25%	(c)(f)	6.84%	10/2024	86		85		—		76
Sola Franchise, LLC and Sola Salon Studios, LLC(5)	One stop	L + 5.25%		N/A(6)	10/2024	—		(1)		—		(217)
Vermont Aus Pty Ltd!~(8)(9)(11)	One stop	L + 5.25%		5.84%	12/2024	2,199		2,221		0.1		1,838
Vermont Aus Pty Ltd(8)(9)(11)	One stop	L + 5.25%		5.84%	12/2024	41		42		—		17
						303,089		305,632		14.0		274,140
Telecommunications
NetMotion Wireless Holdings, Inc.^*#	One stop	L + 5.75%	(c)	7.20%	10/2021	11,059		11,214		0.6		10,838
NetMotion Wireless Holdings, Inc.(5)	One stop	L + 5.75%		N/A(6)	10/2021	—		—		—		(2)
						11,059		11,214		0.6		10,836

See Notes to Consolidated Financial Statements.

27

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Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Textiles and Leather
SHO Holding I Corporation!~	Senior loan	L + 5.00%	(c)	6.78%	10/2022	$	4,045	$	4,034	0.1	%	$	3,641
SHO Holding I Corporation	Senior loan	L + 4.00%	(a)(c)	5.73%	10/2022	48		46		—		48
SHO Holding I Corporation	Senior loan	L + 4.00%	(a)(c)	5.00%	10/2021	28		27		—		16
						4,121.0		$	4,107	0.1		3,705
Utilities
Arcos, LLC#~	One stop	L + 5.25%	(c)	6.70%	02/2021	14,592		14,783		0.7		14,300
Arcos, LLC(5)	One stop	L + 5.25%		N/A(6)	02/2021	—		—		—		(2)
						14,592		14,783		0.7		14,298
Total non-controlled/non-affiliate company debt investments						$	4,394,956	$	4,417,152	209.7	%	$	4,101,312
Equity investments (15)(16)
Aerospace and Defense
NTS Technical Systems	Common Stock	N/A		N/A	N/A	2		$	1,506	—	%	$	148
NTS Technical Systems	Preferred stock	N/A		N/A	N/A	—		256		—		407
NTS Technical Systems	Preferred stock	N/A		N/A	N/A	—		128		—		231
Whitcraft LLC	Common Stock	N/A		N/A	N/A	11		2,285		0.2		3,607
								4,175		0.2		4,393
Automobile
Grease Monkey International, LLC	LLC units	N/A		N/A	N/A	803		1,304		0.1		1,743
Polk Acquisition Corp.	LP interest	N/A		N/A	N/A	5		314		—		63
Quick Quack Car Wash Holdings, LLC	LLC units	N/A		N/A	N/A	—		508		—		374
								2,126		0.1		2,180
Beverage, Food and Tobacco
Benihana, Inc.	LLC units	N/A		N/A	N/A	43		699		0.1		641
C. J. Foods, Inc.	Preferred stock	N/A		N/A	N/A	—		75		—		505
Cafe Rio Holding, Inc.	Common Stock	N/A		N/A	N/A	5		603		—		594
Global ID Corporation	LLC interest	N/A		N/A	N/A	5		603		0.1		723
Hopdoddy Holdings, LLC	LLC units	N/A		N/A	N/A	44		217		—		79
Hopdoddy Holdings, LLC	LLC units	N/A		N/A	N/A	20		61		—		23
Mendocino Farms, LLC	Common Stock	N/A		N/A	N/A	169		770		—		714
Purfoods, LLC	LLC interest	N/A		N/A	N/A	736		1,222		0.1		2,252
Rubio's Restaurants, Inc.	Preferred stock	N/A		N/A	N/A	2		945		—		—
SSRG Holdings, LLC	LLC units	N/A		N/A	N/A	6		61		—		43
Wood Fired Holding Corp.	LLC units	N/A		N/A	N/A	437		444		—		345
Wood Fired Holding Corp.	LLC units	N/A		N/A	N/A	437		—		—		—
								5,700		0.3		5,919
Buildings and Real Estate
Brooks Equipment Company, LLC	Common Stock	N/A		N/A	N/A	10		1,021		0.1		1,940
Groundworks LLC	LLC units	N/A		N/A	N/A	—		121		—		85
Paradigm DKD Group, LLC#+!~%	Preferred stock	N/A		N/A	N/A	354		115		—		—
Paradigm DKD Group, LLC#+!~%	LLC units	N/A		N/A	N/A	71		—		—		—

See Notes to Consolidated Financial Statements.

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Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)	Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)	Amortized Cost		Percentage of Net Assets		Fair Value (4)
Buildings and Real Estate - (continued)
Paradigm DKD Group, LLC#+!~%	LLC units	N/A	N/A	N/A	2,004	$	—	—	%	$	—
						1,257		0.1		2,025
Chemicals, Plastics and Rubber
Flexan, LLC	Preferred stock	N/A	N/A	N/A	—	137		—		113
Flexan, LLC	LLC interest	N/A	N/A	N/A	1	—		—		—
Inhance Technologies Holdings LLC	LLC units	N/A	N/A	N/A	—	124		—		26
						261		—		139
Diversified/Conglomerate Manufacturing
Inventus Power, Inc.	Preferred stock	N/A	N/A	N/A	1	372		—		14
Inventus Power, Inc.	LLC units	N/A	N/A	N/A	—	88		—		114
Inventus Power, Inc.	Preferred stock	N/A	N/A	N/A	—	20		—		38
Inventus Power, Inc.	Common Stock	N/A	N/A	N/A	1	—		—		—
Reladyne, Inc.	LP units	N/A	N/A	N/A	1	931		—		343
						1,411		—		509
Diversified/Conglomerate Service
Accela, Inc.	LLC units	N/A	N/A	N/A	670	418		—		111
Agility Recovery Solutions Inc.	LLC units	N/A	N/A	N/A	97	604		0.1		681
Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc.	Preferred stock	N/A	N/A	N/A	587	462		—		462
Astute Holdings, Inc.	LP interest	N/A	N/A	N/A	—	294		—		320
Calabrio, Inc.	Common Stock	N/A	N/A	N/A	26	205		—		224
Centrify Corporation	LP interest	N/A	N/A	N/A	1	691		—		221
Centrify Corporation	LP interest	N/A	N/A	N/A	263	—		—		—
Cloudbees, Inc.	Preferred stock	N/A	N/A	N/A	71	466		—		355
Cloudbees, Inc.	Warrant	N/A	N/A	N/A	93	181		—		192
Confluence Technologies, Inc.	LLC interest	N/A	N/A	N/A	3	412		—		498
Connexin Software, Inc.	LLC interest	N/A	N/A	N/A	154	192		—		182
Convercent, Inc.	Warrant	N/A	N/A	N/A	325	63		—		94
Digital Guardian, Inc.	Preferred stock	N/A	N/A	N/A	356	434		—		331
Digital Guardian, Inc.	Warrant	N/A	N/A	N/A	122	225		—		209
Digital Guardian, Inc.	Preferred stock	N/A	N/A	N/A	74	142		—		127
Digital Guardian, Inc.	Preferred stock	N/A	N/A	N/A	67	123		—		140
Digital Guardian, Inc.	Warrant	N/A	N/A	N/A	12	33		—		45
DISA Holdings Acquisition Subsidiary Corp.	Common Stock	N/A	N/A	N/A	—	154		—		441
EWC Growth Partners LLC	LLC interest	N/A	N/A	N/A	—	12		—		11
GS Acquisitionco, Inc.	LP interest	N/A	N/A	N/A	2	291		—		409
HealthcareSource HR, Inc.	LLC interest	N/A	N/A	N/A	—	621		0.1		783
HSI Halo Acquisition, Inc.	Preferred stock	N/A	N/A	N/A	—	288		—		250
HSI Halo Acquisition, Inc.	Preferred stock	N/A	N/A	N/A	—	—		—		—
Hydraulic Authority III Limited(8)(9)(10)	Preferred stock	N/A	N/A	N/A	284	384		—		279
Hydraulic Authority III Limited(8)(9)(10)	Common Stock	N/A	N/A	N/A	6	43		—		—
Internet Truckstop Group LLC	LP interest	N/A	N/A	N/A	408	447		—		385
Kareo, Inc.	Warrant	N/A	N/A	N/A	53	162		—		3
Kareo, Inc.	Preferred stock	N/A	N/A	N/A	1	8		—		7

See Notes to Consolidated Financial Statements.

29

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Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)	Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)	Amortized Cost		Percentage of Net Assets		Fair Value (4)
Diversified/Conglomerate Service - (continued)
Kareo, Inc.	Warrant	N/A	N/A	N/A	5	$	6	—	%	$	12
Maverick Bidco Inc.	LLC units	N/A	N/A	N/A	2	723		—		531
MetricStream, Inc.	Warrant	N/A	N/A	N/A	168	263		—		183
Namely, Inc.	Warrant	N/A	N/A	N/A	17	28		—		40
Net Health Acquisition Corp.	LP interest	N/A	N/A	N/A	1	1,440		0.1		1,333
Nexus Brands Group, Inc.	LP interest	N/A	N/A	N/A	—	547		—		304
Onapsis, Inc., Virtual Forge GMBH and Onapsis GMBH	Warrant	N/A	N/A	N/A	4	9		—		9
Property Brands, Inc.	LLC units	N/A	N/A	N/A	63	766		0.1		965
PCS Intermediate II Holdings, LLC	LLC units	N/A	N/A	N/A	—	367		—		340
Personify, Inc.	LLC units	N/A	N/A	N/A	639	828		0.1		748
Pride Midco, Inc.	Preferred stock	N/A	N/A	N/A	2	2,594		0.1		2,574
Project Alpha Intermediate Holding, Inc.	Common Stock	N/A	N/A	N/A	1	964		0.1		1,116
Project Alpha Intermediate Holding, Inc.	Common Stock	N/A	N/A	N/A	202	329		0.1		977
RegEd Aquireco, LLC	LP interest	N/A	N/A	N/A	—	316		—		228
RegEd Aquireco, LLC	LP interest	N/A	N/A	N/A	3	21		—		—
SnapLogic, Inc.	Preferred stock	N/A	N/A	N/A	184	458		—		613
SnapLogic, Inc.	Warrant	N/A	N/A	N/A	69	27		—		163
Caliper Software, Inc.	Preferred stock	N/A	N/A	N/A	3	2,734		0.2		2,826
Caliper Software, Inc.	Common Stock	N/A	N/A	N/A	221	283		—		445
Caliper Software, Inc.	Preferred stock	N/A	N/A	N/A	—	37		—		43
Telesoft Holdings LLC	LP interest	N/A	N/A	N/A	6	6		—		5
Vendavo, Inc.	Preferred stock	N/A	N/A	N/A	1,017	1,017		0.1		1,441
Verisys Corporation	LLC interest	N/A	N/A	N/A	579	712		0.1		737
Vitalyst, LLC	Preferred stock	N/A	N/A	N/A	—	61		—		45
Vitalyst, LLC	Common Stock	N/A	N/A	N/A	1	7		—		—
Workforce Software, LLC	Common Stock	N/A	N/A	N/A	—	973		—		389
Xmatters, Inc. and Alarmpoint, Inc.	Preferred stock	N/A	N/A	N/A	474	494		—		553
Xmatters, Inc. and Alarmpoint, Inc.	Warrant	N/A	N/A	N/A	84	64		—		19
Xmatters, Inc. and Alarmpoint, Inc.	Preferred stock	N/A	N/A	N/A	20	26		—		23
						23,455		1.2		23,422
Ecological
Pace Analytical Services, LLC	LLC units	N/A	N/A	N/A	6	700		—		650
Electronics
Appriss Holdings, Inc.	Preferred stock	N/A	N/A	N/A	—	174		—		172
Diligent Corporation	Preferred stock	N/A	N/A	N/A	414	1,609		0.1		2,107
Episerver, Inc.	LLC units	N/A	N/A	N/A	76	807		0.1		544
ES Acquisition LLC	LP interest	N/A	N/A	N/A	—	13		—		11
Project Silverback Holdings Corp.	Preferred stock	N/A	N/A	N/A	3	6		—		—
Red Dawn SEI Buyer, Inc.	LP interest	N/A	N/A	N/A	13	13		—		11
Silver Peak Systems, Inc.	Warrant	N/A	N/A	N/A	67	27		—		48
						2,649		0.2		2,893

See Notes to Consolidated Financial Statements.

30

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Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)	Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)	Amortized Cost		Percentage of Net Assets		Fair Value (4)
Healthcare, Education and Childcare
Active Day, Inc.	LLC interest	N/A	N/A	N/A	1	$	1,098	—	%	$	573
Acuity Eyecare Holdings, LLC	LLC interest	N/A	N/A	N/A	1,158	1,334		0.1		1,291
ADCS Clinics Intermediate Holdings, LLC	Preferred stock	N/A	N/A	N/A	1	1,119		0.1		562
ADCS Clinics Intermediate Holdings, LLC	Common Stock	N/A	N/A	N/A	—	6		—		—
Aris Teleradiology Company, LLC	Preferred stock	N/A	N/A	N/A	—	—		—		—
Aris Teleradiology Company, LLC	Preferred stock	N/A	N/A	N/A	5	—		—		—
Aris Teleradiology Company, LLC	Common Stock	N/A	N/A	N/A	2	—		—		—
Aspen Medical Products, LLC	Common Stock	N/A	N/A	N/A	—	77		—		54
BIO18 Borrower, LLC(17)	LLC units	N/A	N/A	N/A	591	1,190		0.1		1,315
BIOVT, LLC	LLC units	N/A	N/A	N/A	—	1,223		0.1		1,510
CMI Parent Inc.	LLC units	N/A	N/A	N/A	—	240		—		225
CMI Parent Inc.	LLC units	N/A	N/A	N/A	2	3		—		—
CRH Healthcare Purchaser, Inc.	LP interest	N/A	N/A	N/A	429	469		—		463
DCA Investment Holding, LLC	LLC units	N/A	N/A	N/A	13,890	1,619		0.1		1,150
DCA Investment Holding, LLC	LLC units	N/A	N/A	N/A	140	218		—		—
Deca Dental Management LLC	LLC units	N/A	N/A	N/A	1,008	1,278		—		303
Elite Dental Partners LLC	Common Stock	N/A	N/A	N/A	—	737		—		34
Encore GC Acquisition, LLC	LLC units	N/A	N/A	N/A	26	272		—		289
Encore GC Acquisition, LLC	LLC units	N/A	N/A	N/A	26	52		—		75
ERG Buyer, LLC	LLC units	N/A	N/A	N/A	1	661		—		112
ERG Buyer, LLC	LLC units	N/A	N/A	N/A	8	4		—		—
Eyecare Services Partners Holdings LLC	LLC units	N/A	N/A	N/A	—	262		—		89
Eyecare Services Partners Holdings LLC	LLC units	N/A	N/A	N/A	—	1		—		—
G & H Wire Company, Inc.	LLC interest	N/A	N/A	N/A	336	269		—		136
IntegraMed America, Inc.	LLC interest	N/A	N/A	N/A	—	417		—		—
Joerns Healthcare, LLC^*#!~%	Common Stock	N/A	N/A	N/A	432	4,330		0.1		1,752
Katena Holdings, Inc.	LLC units	N/A	N/A	N/A	1	573		—		307
Krueger-Gilbert Health Physics, LLC	LLC interest	N/A	N/A	N/A	155	172		—		88
Lombart Brothers, Inc.	Common Stock	N/A	N/A	N/A	1	440		—		181
MD Now Holdings, Inc.	LLC units	N/A	N/A	N/A	15	153		—		141
MWD Management, LLC & MWD Services, Inc.	LLC interest	N/A	N/A	N/A	412	335		—		197
Oliver Street Dermatology Holdings, LLC	LLC units	N/A	N/A	N/A	452	234		—		—
Pentec Acquisition Sub, Inc.	Preferred stock	N/A	N/A	N/A	1	116		—		147
Pinnacle Treatment Centers, Inc.	Preferred stock	N/A	N/A	N/A	—	528		—		497
Pinnacle Treatment Centers, Inc.	LLC units	N/A	N/A	N/A	5	74		—		—
Radiology Partners, Inc.	LLC units	N/A	N/A	N/A	11	68		—		61
Radiology Partners, Inc.	LLC units	N/A	N/A	N/A	43	55		—		240
RXH Buyer Corporation	LP interest	N/A	N/A	N/A	11	973		0.1		757
Sage Dental Management, LLC	LLC units	N/A	N/A	N/A	—	249		—		7
Sage Dental Management, LLC	LLC units	N/A	N/A	N/A	3	3		—		—
SLMP, LLC	LLC units	N/A	N/A	N/A	668	789		0.1		953
Spear Education, LLC	LLC units	N/A	N/A	N/A	—	7		—		85
Spear Education, LLC	LLC units	N/A	N/A	N/A	1	1		—		26

See Notes to Consolidated Financial Statements.

31

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Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)	Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)	Amortized Cost		Percentage of Net Assets		Fair Value (4)
Healthcare, Education and Childcare - (continued)
SSH Corpration	Common Stock	N/A	N/A	N/A	—	$	40	—	%	$	122
Summit Behavioral Healthcare, LLC	LLC interest	N/A	N/A	N/A	2	98		—		84
Summit Behavioral Healthcare, LLC	LLC interest	N/A	N/A	N/A	2	—		—		—
Surgical Information Systems, LLC	Common Stock	N/A	N/A	N/A	4	414		—		447
WHCG Management, LLC	LLC interest	N/A	N/A	N/A	1	414		—		384
						22,615		0.8		14,657
Insurance
Captive Resources Midco, LLC(17)	LLC units	N/A	N/A	N/A	425	—		—		290
Orchid Underwriters Agency, LLC	LP interest	N/A	N/A	N/A	78	90		—		58
						90		—		348
Leisure, Amusement, Motion Pictures, Entertainment
LMP TR Holdings, LLC	LLC units	N/A	N/A	N/A	712	712		0.1		593
PADI Holdco, Inc.(17)	LLC units	N/A	N/A	N/A	1	969		—		447
WBZ Investment LLC	LLC interest	N/A	N/A	N/A	68	117		—		88
WBZ Investment LLC	LLC interest	N/A	N/A	N/A	46	80		—		60
WBZ Investment LLC	LLC interest	N/A	N/A	N/A	38	65		—		49
WBZ Investment LLC	LLC interest	N/A	N/A	N/A	33	58		—		43
WBZ Investment LLC	LLC interest	N/A	N/A	N/A	14	24		—		19
WBZ Investment LLC	LLC interest	N/A	N/A	N/A	1	2		—		2
						2,027		0.1		1,301
Oil and Gas
W3 Co.	LLC units	N/A	N/A	N/A	3	1,632		0.1		1,439
W3 Co.	Preferred stock	N/A	N/A	N/A	—	224		—		213
						1,856		0.1		1,652
Personal and Non Durable Consumer Products (Mfg. Only)
Georgica Pine Clothiers, LLC(17)	LLC interest	N/A	N/A	N/A	20	239		—		235
Massage Envy, LLC	LLC interest	N/A	N/A	N/A	749	210		0.1		1,252
						449		0.1		1,487
Personal, Food and Miscellaneous Services
Blue River Pet Care, LLC	LLC units	N/A	N/A	N/A	—	76		—		67
Captain D's, LLC	LLC interest	N/A	N/A	N/A	158	156		—		102
Midwest Veterinary Partners, LLC	LLC units	N/A	N/A	N/A	—	29		—		13
Midwest Veterinary Partners, LLC	LLC units	N/A	N/A	N/A	6	—		—		—
PPV Intermediate Holdings II, LLC	LLC interest	N/A	N/A	N/A	221	211		—		204
R.G. Barry Corporation	Preferred stock	N/A	N/A	N/A	—	161		—		100
Ruby Slipper Cafe LLC, The	LLC units	N/A	N/A	N/A	31	373		—		188
Southern Veterinary Partners, LLC	LLC units	N/A	N/A	N/A	1	717		0.1		887
Southern Veterinary Partners, LLC	LLC units	N/A	N/A	N/A	148	188		—		436
Wetzel's Pretzels, LLC	Common Stock	N/A	N/A	N/A	—	416		—		239
						2,327		0.1		2,236
Printing and Publishing
Brandmuscle, Inc.	LLC interest	N/A	N/A	N/A	—	335		—		46
Retail Stores
2nd Ave. LLC	LP interest	N/A	N/A	N/A	653	653		—		362

See Notes to Consolidated Financial Statements.

32

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Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Retail Stores - (continued)
Batteries Plus Holding Corporation	LP interest	N/A		N/A	N/A	10		1,287		0.1		926
Cycle Gear, Inc.	LLC units	N/A		N/A	N/A	27		462		—		346
DTLR, Inc.	LLC interest	N/A		N/A	N/A	4		411		—		597
Elite Sportswear, L.P.	LLC interest	N/A		N/A	N/A	—		165		—		—
Feeders Supply Company, LLC	Preferred stock	N/A		N/A	N/A	4		400		—		363
Feeders Supply Company, LLC	LLC units	N/A		N/A	N/A	—		—		—		—
Jet Equipment & Tools Ltd.(8)(9)(12)	LLC units	N/A		N/A	N/A	1		948		0.1		998
Paper Source, Inc.	Common Stock	N/A		N/A	N/A	8		1,387		—		—
Pet Holdings ULC(8)(12)	LP interest	N/A		N/A	N/A	677		483		—		152
Pet Supplies Plus, LLC(17)	LLC units	N/A		N/A	N/A	144		181		—		256
Sola Franchise, LLC and Sola Salon Studios, LLC	LLC units	N/A		N/A	N/A	4		496		—		456
Sola Franchise, LLC and Sola Salon Studios, LLC	LLC units	N/A		N/A	N/A	1		101		—		92
								6,974		0.2		4,548
Total non-controlled/non-affiliate company equity investments								$	78,407	3.5	%	$	68,405
Total non-controlled/non-affiliate company investments						$	4,394,956	$	4,495,559	213.2	%	$	4,169,717
Non-controlled affiliate company investments(18)
Debt investments
Beverage, Food and Tobacco
Uinta Brewing Company^+(7)(8)	One stop	L + 4.00%	(a)	5.00%	08/2021	$	962	$	926	—	%	$	205
Uinta Brewing Company(7)(8)	One stop	L + 0.50%	(a)	1.50%	08/2021	479		475		—		396
						1,441		1,401		—		601
Diversified/Conglomerate Service
Switchfly LLC(8)	One stop	L + 3.00%	(c)	4.91%	10/2023	5,363		5,169		0.2		4,046
Switchfly LLC(8)	One stop	L + 3.00%	(c)	0.0491	10/2023	448		432		—		338
Switchfly LLC(8)	One stop	L + 3.00%	(c)	0.0491	10/2023	34		33		—		26
Switchfly LLC(5)(8)	One stop	L + 8.50%		N/A(6)	10/2023	—		—		—		(28)
						5,845		5,634		0.2		4,382
Electronics
Sloan Company, Inc., The+(7)(8)	One stop	L + 8.50%	(c)	9.87%	04/2023	4,709		4,075		0.2		4,081
Sloan Company, Inc., The(7)(8)	One stop	L + 8.50%	(c)	9.87%	04/2023	593		591		—		619
Sloan Company, Inc., The(7)(8)	One stop	L + 8.50%	(c)	9.87%	04/2023	312		271		—		271
						5,614		4,937		0.2		4,971
Healthcare, Education and Childcare
Dental Holdings Corporation*(7)(8)	One stop	L + 6.00%	(b)	7.16%	03/2023	10,660		10,612		0.4		6,975
Dental Holdings Corporation(8)	One stop	L + 6.00%	(c)	7.00%	03/2023	107		107		—		107
						10,767		10,719		0.4		7,082
Mining, Steel, Iron and Non-Precious Metals
Benetech, Inc.+(8)	One stop	L + 11.00%	(a)	10.25% cash/2.00% PIK	05/2020	4,150		4,144		0.2		2,905
Benetech, Inc.(8)	One stop	P + 9.75%	(a)(f)	10.91% cash/2.00% PIK	05/2020	557		555		—		195
						4,707		4,699		0.2		3,100
Total non-controlled affiliate company debt investments						$	28,374	$	27,390	1.0	%	$	20,136

See Notes to Consolidated Financial Statements.

33

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Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

	Investment Type	Spread Above Index(1)	Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets			Fair Value (4)
Equity Investments(15)(16)
Beverage, Food and Tobacco
Uinta Brewing Company(8)	Common stock	N/A	N/A	N/A	153		$	17	$	—	%	$	—
Diversified/Conglomerate Service
Switchfly LLC(8)	LLC units	N/A	N/A	N/A	3,418		2,320		—			2,417
Electronics
Sloan Company, Inc., The(8)	LLC units	N/A	N/A	N/A	—		152		—			—
Sloan Company, Inc., The+(8)	Common stock	N/A	N/A	N/A	—		41		—			41
Sloan Company, Inc., The(8)	LLC units	N/A	N/A	N/A	2		14		—			—
							207		—			41
Healthcare, Education and Childcare
Dental Holdings Corporation*(8)	Common stock	N/A	N/A	N/A	—		390		—			390
							390		—			390
Mining, Steel, Iron and Non-Precious Metals
Benetech, Inc.(8)	LLC interest	N/A	N/A	N/A	59		—		—			—
Benetech, Inc.(8)	LLC interest	N/A	N/A	N/A	59		—		—			—
							—		—			—
Total non-controlled affiliate company equity investments							$	2,934	—		%	$	2,848
Total non-controlled affiliate company investments					$	28,374	$	30,324	1.0		%	$	22,984
Controlled affiliate company investments(19)
Debt Investments
Diversified/Conglomerate Service
MMan Acquisition Co.^*+(7)(8)	One stop	N/A	10.00% PIK	08/2023	$	22,527	$	19,830	0.8		%	$	15,379
MMan Acquisition Co.(7)(8)	One stop	N/A	8.00% PIK	08/2023	1,358		1,358		0.1			1,277
					23,885		21,188		0.9			16,656
Total controlled affiliate company debt investments					$	23,885	$	21,188	0.9		%	$	16,656
Equity investments(15)(16)
Diversified/Conglomerate Service
MMan Acquisition Co.^*+(8)	LLC units	N/A	N/A	N/A	—		$	928	—		%	$	858
Total controlled affiliate company equity investments							$	928	—		%	$	858
Total controlled affiliate company investments					$	23,885	$	22,116	0.9		%	$	17,514
Total investments					$	4,447,215	$	4,547,999	215.1		%	$	4,210,215
Money market funds (included in cash and cash equivalents and restricted cash and cash equivalents)
BlackRock Liquidity Funds T-Fund Institutional Shares (CUSIP 09248U718)			0.21% (21)				$	15,726	0.8		%	$	15,726
Total money market funds							$	15,726	0.8		%	$	15,726
Total investments and money market funds							$	4,563,725	215.9		%	$	4,225,941

See Notes to Consolidated Financial Statements.

34

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

^	Denotes that all or a portion of the loan secures the notes offered in the 2014 Debt Securitization (as defined in Note 7).
*	Denotes that all or a portion of the loan secures the notes offered in the 2018 Debt Securitization (as defined in Note 7).
#	Denotes that all or a portion of the loan secures the notes offered in the GCIC 2018 Debt Securitization (as defined in Note 7).
+	Denotes that all or a portion of the loan collateralizes the WF Credit Facility (as defined in Note 7).
!	Denotes that all or a portion of the loan collateralizes the DB Credit Facility (as defined in Note 7).
~	Denotes that all or a portion of the loan collateralizes the MS Credit Facility II (as defined in Note 7).
%	Denotes that all or a portion of the loan collateralizes the SLF Credit Facility (as defined in Note 7).
&	Denotes that all or a portion of the loan collateralizes the GCIC SLF Credit Facility (as defined in Note 7).

⁽¹⁾The majority of the investments bear interest at a rate that is permitted to be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) denominated in U.S. dollars or U.K. pound sterling (“GBP”), Euro Interbank Offered Rate (“EURIBOR” or “E”) or Prime (“P”) and which reset daily, monthly, quarterly, semiannually, or annually. For each, the Company has provided the spread over LIBOR, EURIBOR or Prime and the weighted average current interest rate in effect as of March 31, 2020. Certain investments are subject to a LIBOR, EURIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. Listed below are the index rates as of March 31, 2020, which was the last business day of the period on which LIBOR or EURIBOR was determined. The actual index rate for each loan listed may not be the applicable index rate outstanding as of March 31, 2020, as the loan may have priced or repriced based on an index rate prior to March 31, 2020.

^(a) Denotes that all or a portion of the loan was indexed to the 30-day LIBOR, which was 0.99% as of March 31, 2020.

^(b) Denotes that all or a portion of the loan was indexed to the 60-day LIBOR, which was 1.26% as of March 31, 2020.

^(c) Denotes that all or a portion of the loan was indexed to the 90-day LIBOR, which was 1.45% as of March 31, 2020.

^(d) Denotes that all or a portion of the loan was indexed to the 180-day LIBOR, which was 1.18% as of March 31, 2020.

^(e) Denotes that all or a portion of the loan was indexed to the 360-day LIBOR, which was 1.00% as of March 31, 2020.

^(f) Denotes that all or a portion of the loan was indexed to the Prime rate, which was 3.25% as of March 31, 2020.

^(g) Denotes that all or a portion of the loan was indexed to the 90-day EURIBOR, which was -0.36% as of March 31, 2020.

^(h) Denotes that all or a portion of the loan was indexed to the 30-day GBP LIBOR, which was 0.24% as of March 31, 2020.

⁽ⁱ⁾ Denotes that all or a portion of the loan was indexed to the 90-day GBP LIBOR, which was 0.60% as of March 31, 2020.

^(j) Denotes that all or a portion of the loan was indexed to the 180-day GBP LIBOR, which was 0.73% as of March 31, 2020.

^(k) Denotes that all or a portion of the loan was indexed to the Australia Three Month Interbank Rate, which was 0.42%, as of March 31, 2020.

⁽²⁾For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of March 31, 2020.

⁽³⁾The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.

⁽⁴⁾The fair value of the investment was valued using significant unobservable inputs. See Note 6. Fair Value Measurements.

⁽⁵⁾The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

⁽⁶⁾The entire commitment was unfunded as of March 31, 2020. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.

⁽⁷⁾Loan was on non-accrual status as of March 31, 2020, meaning that the Company has ceased recognizing interest income on the loan.

⁽⁸⁾The investment is treated as a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company can not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of March 31, 2020, total non-qualifying assets at fair value represented 5.4% of the Company's total assets calculated in accordance with the 1940 Act.

⁽⁹⁾Investment is denominated in foreign currency and is translated into U.S. dollars as of the valuation date or the date of the transaction. See Note 2. Significant Accounting Policies and Recent Accounting Updates - Foreign Currency Transactions.

⁽¹⁰⁾The headquarters of this portfolio company is located in the United Kingdom.

⁽¹¹⁾The headquarters of this portfolio company is located in Australia.

⁽¹²⁾The headquarters of this portfolio company is located in Canada.

⁽¹³⁾ The headquarters of this portfolio company is located in Luxembourg.

⁽¹⁴⁾The headquarters of this portfolio company is located in Andorra.

⁽¹⁵⁾ Equity investments are non-income producing securities unless otherwise noted.

⁽¹⁶⁾ Ownership of certain equity investments occurs through a holding company or partnership.

⁽¹⁷⁾ The Company holds an equity investment that entitles it to receive preferential dividends.

See Notes to Consolidated Financial Statements.

35

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Consolidated Schedule of Investments (unaudited) - continued

March 31, 2020

(In thousands)

⁽¹⁸⁾As defined in the 1940 Act, the Company is deemed to be an “affiliated person"” of the portfolio company as the Company owns five percent or more of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the six months ended March 31, 2020 were as follows:

Portfolio Company	Fair value as of September 30, 2019		Purchases (cost)(l)		Redemptions (cost)		Transfer in/out (cost)		Premium amort/ Discount accretion		Net change in unrealized gain/(loss)		Fair value as of March 31, 2020		Net realized gain/(loss)		Interest and fee income		Dividend income
Benetech, Inc.	$	3,747	$	480	$	(602)	$	—	$	28	$	(553)	$	3,100	$	—	$	322	$	—
Dental Holdings Corporation (m)	—		425		(2,126)		12,862		(167)		(3,522)		7,472		(3,247)		—		—
Sloan Company, Inc., The (m)	—		642		(725)		5,741		(674)		28		5,012		(4,791)		—		—
Switchfly LLC	7,783		—		—		—		29		(1,013)		6,799		—		150		—
Uinta Brewing Company	1,045		299		(12)		—		(2)		(729)		601		—		—		—
Total Non-Controlled Affiliates	$	12,575	$	1,846	$	(3,465)	$	18,603	$	(786)	$	(5,789)	$	22,984	$	(8,038)	$	472	$	—

(l)	Purchases at cost includes amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans.
(m)	During the three months ended March 31, 2020, the Company's ownership increased to over five percent of the portfolio company's voting securities.

⁽¹⁹⁾As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” of and “control” this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement) (“controlled affiliate”). Transactions related to investments in controlled affiliates for the six months ended March 31, 2020 were as follows:

Portfolio Company	Fair value as of September 30, 2019		Purchases (cost)		Redemptions (cost)		Transfer in/out (cost)		Premium amort/ Discount accretion		Net change in unrealized gain/(loss)		Fair value as of March 31, 2020		Net realized gain/(loss)		Interest and fee income		Dividend income
MMan Acquisition Co.(n)	—		2,344		—		16,784		139		(1,753)		17,514		—		350		—
Total Controlled Affiliates	$	—	$	2,344	$	—	$	16,784	$	139	$	(1,753)	$	17,514	$	—	$	350	$	—

⁽ⁿ⁾ During the three months ended December 31, 2019, the Company's ownership increased to over twenty-five percent of the portfolio company's voting securities.

⁽²⁰⁾The rate shown is the annualized seven-day yield as of March 31, 2020.

See Notes to Consolidated Financial Statements.

36

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Investments
Non-controlled/non-affiliate company investments
Debt investments
Aerospace and Defense
ILC Dover, LP#+!~	Senior loan	L + 4.75%	(a)(c)(d)	6.94%	12/2023	$	6,617	$	6,583	0.3	%	$	6,617
NTS Technical Systems^*#+!~	One stop	L + 6.25%	(a)(c)	8.35%	06/2021	25,650		25,611		1.2		25,650
NTS Technical Systems#+!~	One stop	L + 6.25%	(a)(c)	8.35%	06/2021	4,210		4,201		0.2		4,210
NTS Technical Systems(5)	One stop	L + 6.25%		N/A(6)	06/2021	—		(40)		—		—
Tronair Parent, Inc.^+	Senior loan	L + 4.75%	(c)	6.93%	09/2023	726		717		—		682
Tronair Parent, Inc.	Senior loan	L + 4.50%	(c)(f)	6.96%	09/2021	160		157		—		148
Whitcraft LLC^*+	One stop	L + 5.50%	(c)	7.60%	04/2023	42,099		43,102		1.9		42,099
Whitcraft LLC	One stop	L + 5.50%	(c)	7.60%	04/2023	8,300		8,292		0.4		8,300
Whitcraft LLC(5)	One stop	L + 5.50%		N/A(6)	04/2023	—		(1)		—		—
						87,762		88,622		4.0		87,706
Automobile
Dent Wizard International Corporation#+!~	Senior loan	L + 4.00%	(a)	6.05%	04/2022	12,338		12,498		0.6		12,338
Grease Monkey International, LLC^*	Senior loan	L + 5.00%	(a)	7.04%	11/2022	7,834		7,934		0.4		7,834
Grease Monkey International, LLC#!~	Senior loan	L + 5.00%	(a)	7.04%	11/2022	2,394		2,494		0.1		2,394
Grease Monkey International, LLC#!~	Senior loan	L + 5.00%	(a)	7.04%	11/2022	1,215		1,267		0.1		1,215
Grease Monkey International, LLC#+!~	Senior loan	L + 5.00%	(a)	7.04%	11/2022	1,100		1,144		0.1		1,100
Grease Monkey International, LLC	Senior loan	L + 5.00%	(a)	7.04%	11/2022	126		130		—		126
Grease Monkey International, LLC	Senior loan	L + 5.00%	(a)	7.04%	11/2022	110		111		—		110
JHCC Holdings LLC	One stop	L + 5.50%	(c)	7.60%	09/2025	15,788		15,475		0.7		15,630
JHCC Holdings LLC	One stop	L + 5.50%	(a)	7.54%	09/2025	10		9		—		9
JHCC Holdings LLC(5)	One stop	L + 5.50%		N/A(6)	09/2025	—		(3)		—		(3)
Polk Acquisition Corp.*	Senior loan	L + 5.25%	(a)	7.29%	06/2022	5,185		5,307		0.2		5,081
Polk Acquisition Corp.	Senior loan	L + 5.25%	(a)	7.29%	06/2022	30		31		—		30
Power Stop, LLC#+!~	Senior loan	L + 4.75%	(c)	6.85%	10/2025	2,871		2,935		0.1		2,871
Quick Quack Car Wash Holdings, LLC*	One stop	L + 6.50%	(a)	8.54%	04/2023	13,218		13,345		0.6		13,218
Quick Quack Car Wash Holdings, LLC*	One stop	L + 6.50%	(a)	8.54%	04/2023	2,084		2,169		0.1		2,084
Quick Quack Car Wash Holdings, LLC	One stop	L + 6.50%	(a)(c)	8.55%	04/2023	1,822		1,897		0.1		1,822
Quick Quack Car Wash Holdings, LLC*	One stop	L + 6.50%	(a)	8.54%	04/2023	1,392		1,450		0.1		1,392
Quick Quack Car Wash Holdings, LLC	One stop	L + 6.50%	(a)	8.55%	04/2023	80		82		—		80
						67,597		68,275		3.2		67,331
Beverage, Food and Tobacco
Abita Brewing Co., L.L.C.+	One stop	L + 5.75%	(c)	7.87%	04/2021	9,983		10,051		0.5		9,882
Abita Brewing Co., L.L.C.(5)	One stop	L + 5.75%		N/A(6)	04/2021	—		(1)		—		(2)
BJH Holdings III Corp.#+!~	One stop	L + 5.75%	(a)	7.79%	08/2025	46,400		48,003		2.1		45,936
BJH Holdings III Corp.	One stop	L + 5.75%	(a)	7.79%	08/2025	160		151		—		152
C. J. Foods, Inc.^*	One stop	L + 6.25%	(c)	8.35%	05/2020	29,179		30,052		1.3		29,179
C. J. Foods, Inc.^	One stop	L + 6.25%	(c)	8.35%	05/2020	2,207		2,275		0.1		2,207
C. J. Foods, Inc.	One stop	L + 6.25%	(a)	8.30%	05/2020	592		636		—		592
Cafe Rio Holding, Inc.^	One stop	L + 5.75%	(c)	7.95%	09/2023	18,801		19,065		0.9		18,801
Cafe Rio Holding, Inc.	One stop	L + 5.75%	(c)	7.95%	09/2023	2,270		2,367		0.1		2,270
Cafe Rio Holding, Inc.*	One stop	L + 5.75%	(c)	7.95%	09/2023	1,442		1,503		0.1		1,442
Cafe Rio Holding, Inc.	One stop	L + 5.75%	(c)	7.95%	09/2023	1,273		1,327		0.1		1,273
Cafe Rio Holding, Inc.	One stop	L + 5.75%	(c)	7.85%	09/2023	335		332		—		335
Cafe Rio Holding, Inc.	One stop	L + 5.75%	(c)	7.85%	09/2023	183		183		—		183
Cafe Rio Holding, Inc.	One stop	P + 4.75%	(f)	9.75%	09/2023	60		61		—		60

See Notes to Consolidated Financial Statements.

37

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Beverage, Food and Tobacco - (continued)
Fintech Midco, LLC*	One stop	L + 5.25%	(a)	7.30%	08/2024	$	24,661	$	25,093	1.1	%	$	24,661
Fintech Midco, LLC	One stop	L + 5.25%	(a)	7.30%	08/2024	1,142		1,190		0.1		1,142
Fintech Midco, LLC(5)	One stop	L + 5.25%		N/A(6)	08/2024	—		(1)		—		—
Fintech Midco, LLC(5)	One stop	L + 5.25%		N/A(6)	08/2024	—		(1)		—		—
Flavor Producers, LLC#!~	Senior loan	L + 4.75%	(c)	6.85%	12/2023	5,031		4,903		0.2		4,630
Flavor Producers, LLC(5)	Senior loan	L + 4.75%		N/A(6)	12/2022	—		(6)		—		(10)
FWR Holding Corporation^	One stop	L + 5.50%	(a)	7.55%	08/2023	9,203		9,334		0.4		9,203
FWR Holding Corporation	One stop	L + 5.50%	(a)	7.55%	08/2023	1,839		1,916		0.1		1,839
FWR Holding Corporation	One stop	L + 5.50%	(a)	7.55%	08/2023	1,163		1,211		0.1		1,163
FWR Holding Corporation	One stop	L + 5.50%	(a)	7.55%	08/2023	368		381		—		368
FWR Holding Corporation	One stop	L + 5.50%	(a)	7.55%	08/2023	275		285		—		275
FWR Holding Corporation	One stop	L + 5.50%	(a)	7.55%	08/2023	34		33		—		34
FWR Holding Corporation	One stop	L + 5.50%		N/A(6)	08/2023	—		—		—		—
Global ID Corporation*#+!~	One stop	L + 6.50%	(c)	8.60%	11/2021	11,798		12,028		0.5		11,798
Global ID Corporation*	One stop	L + 6.50%	(c)	8.60%	11/2021	821		854		—		821
Global ID Corporation	One stop	L + 6.50%	(c)	8.60%	11/2021	719		749		—		719
Global ID Corporation	One stop	L + 6.50%	(c)	8.60%	11/2021	494		513		—		494
Global ID Corporation	One stop	L + 6.50%		N/A(6)	11/2021	—		—		—		—
Global ID Corporation	One stop	L + 6.50%		N/A(6)	11/2021	—		—		—		—
Mendocino Farms, LLC	One stop	L + 8.50%	(a)	3.04% cash/7.50% PIK	06/2023	767		799		—		767
Mendocino Farms, LLC	One stop	L + 8.50%	(a)	3.04% cash/7.50% PIK	06/2023	604		628		—		604
Mendocino Farms, LLC(5)	One stop	L + 1.00%		N/A(6)	06/2023	—		(1)		—		—
Mid-America Pet Food, L.L.C.^*	One stop	L + 6.00%	(c)	8.10%	12/2021	22,514		22,992		1.0		22,514
Mid-America Pet Food, L.L.C.	One stop	L + 6.00%		N/A(6)	12/2021	—		—		—		—
NBC Intermediate, LLC#+!~	Senior loan	L + 4.25%	(a)(c)	6.40%	09/2023	2,365		2,402		0.1		2,365
NBC Intermediate, LLC*	Senior loan	L + 4.25%	(c)	6.45%	09/2023	2,309		2,346		0.1		2,309
NBC Intermediate, LLC^	Senior loan	L + 4.25%	(c)	6.45%	09/2023	2,024		2,010		0.1		2,024
NBC Intermediate, LLC	Senior loan	L + 4.25%		N/A(6)	09/2023	—		—		—		—
Purfoods, LLC	One stop	L + 5.50%	(c)	7.62%	05/2021	16,176		16,457		0.7		16,176
Purfoods, LLC	One stop	L + 5.50%	(c)	7.60%	05/2021	543		564		—		543
Purfoods, LLC^	One stop	L + 5.50%	(c)	7.60%	05/2021	391		407		—		391
Purfoods, LLC#!~	One stop	L + 5.50%	(c)	7.60%	05/2021	296		307		—		296
Purfoods, LLC#!~	One stop	L + 5.50%	(c)	7.60%	05/2021	296		307		—		296
Purfoods, LLC*	One stop	L + 5.50%	(c)	7.60%	05/2021	295		307		—		295
Purfoods, LLC	One stop	L + 5.50%	(c)	7.59%	05/2021	253		257		—		253
Purfoods, LLC	One stop	N/A		7.00% PIK	05/2026	241		246		—		241
Purfoods, LLC	One stop	L + 5.50%	(c)	7.60%	05/2021	149		155		—		149
Purfoods, LLC^	One stop	L + 5.50%	(c)	7.60%	05/2021	48		48		—		48
Purfoods, LLC	One stop	L + 5.50%	(a)(c)	7.57%	05/2021	40		41		—		40
Purfoods, LLC^	One stop	L + 5.50%	(c)	7.60%	05/2021	30		30		—		30
Purfoods, LLC^	One stop	L + 5.50%	(c)	7.60%	05/2021	30		30		—		30
Purfoods, LLC^	One stop	L + 5.50%	(c)	7.60%	05/2021	28		28		—		28
Purfoods, LLC^	One stop	L + 5.50%	(c)	7.60%	05/2021	22		22		—		22
Purfoods, LLC^	One stop	L + 5.50%	(c)	7.60%	05/2021	22		22		—		22
Purfoods, LLC^	One stop	L + 5.50%	(c)	7.60%	05/2021	20		20		—		20
Rubio's Restaurants, Inc.^*	Senior loan	L + 7.00%	(c)	9.1%	10/2019	11,349		11,330		0.5		11,349
Rubio's Restaurants, Inc.	Senior loan	L + 7.00%	(a)(f)	9.62%	10/2019	90		91		—		90
Wood Fired Holding Corp.*	One stop	L + 5.75%	(c)	8.06%	12/2023	14,180		14,451		0.6		14,180

See Notes to Consolidated Financial Statements.

38

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Beverage, Food and Tobacco - (continued)
Wood Fired Holding Corp.	One stop	L + 5.75%	(c)	7.85%	12/2023	$	40	$	39	—	%	$	40
Wood Fired Holding Corp.	One stop	L + 5.75%		N/A(6)	12/2023	—		—		—		—
						245,555		250,822		10.8		244,569
Broadcasting and Entertainment
TouchTunes Interactive Networks, Inc.^+	Senior loan	L + 4.75%	(a)	6.79%	05/2021	2,108		2,136		0.1		2,108
Buildings and Real Estate
Brooks Equipment Company, LLC^*	One stop	L + 5.00%	(c)	7.12%	08/2020	26,730		26,930		1.2		26,730
Brooks Equipment Company, LLC*	One stop	L + 5.00%	(b)(c)	7.13%	08/2020	668		671		—		668
Brooks Equipment Company, LLC(5)	One stop	L + 5.00%		N/A(6)	08/2020	—		(3)		—		—
Jensen Hughes, Inc.	Senior loan	L + 4.50%	(a)(f)	6.55%	03/2024	1,015		1,058		0.1		1,015
Jensen Hughes, Inc.+	Senior loan	L + 4.50%	(a)(f)	6.55%	03/2024	923		940		—		923
Jensen Hughes, Inc.	Senior loan	L + 4.50%	(a)(f)	6.55%	03/2024	443		462		—		443
Jensen Hughes, Inc.+	Senior loan	L + 4.50%	(a)(c)	6.54%	03/2024	283		287		—		283
MRI Software LLC^	One stop	L + 5.75%	(a)	7.80%	06/2023	41,896		42,320		1.9		41,896
MRI Software LLC^*+	One stop	L + 5.75%	(a)	7.80%	06/2023	30,692		31,364		1.4		30,692
MRI Software LLC#+!~	One stop	L + 5.75%	(a)	7.80%	06/2023	7,601		7,834		0.3		7,601
MRI Software LLC	One stop	L + 5.75%	(a)	7.80%	06/2023	6,561		6,841		0.3		6,561
MRI Software LLC	One stop	L + 5.75%	(a)	7.80%	06/2023	4,604		4,793		0.2		4,604
MRI Software LLC^	One stop	L + 5.75%	(a)	7.80%	06/2023	3,231		3,369		0.1		3,231
MRI Software LLC#+!~	One stop	L + 5.75%	(a)	7.80%	06/2023	2,068		2,157		0.1		2,068
MRI Software LLC	One stop	L + 5.75%	(a)	7.80%	06/2023	1,207		1,256		0.1		1,207
MRI Software LLC^	One stop	L + 5.75%	(a)	7.80%	06/2023	696		708		—		696
MRI Software LLC#!~	One stop	L + 5.75%	(a)	7.80%	06/2023	292		289		—		292
MRI Software LLC*	One stop	L + 5.75%	(a)	7.80%	06/2023	292		290		—		292
MRI Software LLC*	One stop	L + 5.75%	(a)	7.80%	06/2023	192		191		—		192
MRI Software LLC#!~	One stop	L + 5.75%	(a)	7.80%	06/2023	97		96		—		97
MRI Software LLC(5)	One stop	L + 5.75%		N/A(6)	06/2023	—		(2)		—		—
MRI Software LLC(5)	One stop	L + 5.75%		N/A(6)	06/2023	—		(2)		—		—
Paradigm DKD Group, LLC+(7)	Senior loan	L + 6.25%	(c)	8.35%	05/2022	1,654		1,207		0.1		1,183
Paradigm DKD Group, LLC(5)(7)	Senior loan	L + 6.25%	(c)	N/A(6)	05/2022	—		(64)		—		(64)
						131,145		132,992		5.8		130,610
Chemicals, Plastics and Rubber
Flexan, LLC*	One stop	L + 5.75%	(c)	7.85%	02/2020	3,306		3,345		0.1		3,306
Flexan, LLC^	One stop	L + 5.75%	(c)	7.85%	02/2020	1,556		1,575		0.1		1,556
Flexan, LLC	One stop	P + 4.50%	(f)	9.50%	02/2020	30		31		—		30
Inhance Technologies Holdings LLC	One stop	L + 5.25%	(c)	7.57%	07/2024	12,832		12,982		0.6		12,832
Inhance Technologies Holdings LLC	One stop	L + 5.25%	(c)	7.57%	07/2024	855		890		—		855
Inhance Technologies Holdings LLC	One stop	P + 4.25%	(f)	9.25%	07/2024	100		100		—		100
						18,679		18,923		0.8		18,679
Diversified/Conglomerate Manufacturing
Blackbird Purchaser, Inc.#+!~	Senior loan	L + 4.50%	(c)(f)	6.6%	04/2026	13,149		13,494		0.6		13,149
Blackbird Purchaser, Inc.	Senior loan	L + 4.50%	(c)(f)	6.60%	04/2026	598		620		—		598
Blackbird Purchaser, Inc.	Senior loan	L + 4.50%	(c)	6.6%	04/2024	70		68		—		70
Chase Industries, Inc.#+!~	Senior loan	L + 4.00%	(c)(f)	6.1%	05/2025	12,120		12,267		0.5		12,120
Chase Industries, Inc.	Senior loan	L + 4.00%	(c)	6.1%	05/2025	991		1,030		0.1		991
Chase Industries, Inc.	Senior loan	L + 4.00%	(c)(f)	6.10%	05/2023	306		311		—		306
Inventus Power, Inc.^*+	One stop	L + 6.50%	(a)	8.54%	04/2020	15,885		15,399		0.6		14,295
Inventus Power, Inc.	One stop	L + 6.50%	(a)	8.55%	04/2020	610		581		—		530
Pasternack Enterprises, Inc. and Fairview Microwave, Inc#+!~	Senior loan	L + 4.00%	(a)(f)	6.04%	07/2025	13,702		13,973		0.6		13,702

See Notes to Consolidated Financial Statements.

39

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Diversified/Conglomerate Manufacturing - (continued)
Pasternack Enterprises, Inc. and Fairview Microwave, Inc	Senior loan	L + 4.00%	(b)	6.09%	07/2023	$	8	$	8	—	%	$	8
PetroChoice Holdings, Inc.^	Senior loan	L + 5.00%	(c)	7.26%	08/2022	3,309		3,320		0.1		3,211
Reladyne, Inc.^*	Senior loan	L + 5.00%	(c)	7.32%	07/2022	27,295		27,634		1.2		27,295
Reladyne, Inc.	Senior loan	L + 5.00%	(c)	7.32%	07/2022	2,366		2,457		0.1		2,366
Reladyne, Inc.	Senior loan	L + 5.00%	(c)	7.10%	07/2022	1,732		1,805		0.1		1,732
Reladyne, Inc.	Senior loan	L + 5.00%	(c)	7.32%	07/2022	1,561		1,627		0.1		1,561
Reladyne, Inc.^	Senior loan	L + 5.00%	(c)	7.32%	07/2022	1,283		1,333		0.1		1,283
Reladyne, Inc.#!~	Senior loan	L + 5.00%	(c)	7.32%	07/2022	1,104		1,147		0.1		1,104
Reladyne, Inc.#!~	Senior loan	L + 5.00%	(c)	7.32%	07/2022	503		523		—		503
Togetherwork Holdings, LLC*	One stop	L + 6.25%	(a)	8.29%	03/2025	15,724		15,898		0.7		15,724
Togetherwork Holdings, LLC#+!~	One stop	L + 6.25%	(a)	8.29%	03/2025	1,822		1,897		0.1		1,822
Togetherwork Holdings, LLC	One stop	L + 6.25%	(a)	8.29%	03/2025	1,768		1,837		0.1		1,768
Togetherwork Holdings, LLC*	One stop	L + 6.25%	(a)	8.29%	03/2025	1,724		1,795		0.1		1,724
Togetherwork Holdings, LLC#+!~	One stop	L + 6.25%	(a)	8.29%	03/2025	1,664		1,704		0.1		1,664
Togetherwork Holdings, LLC*+	One stop	L + 6.25%	(a)	8.29%	03/2025	1,605		1,671		0.1		1,605
Togetherwork Holdings, LLC	One stop	L + 6.25%	(a)	8.29%	03/2025	1,496		1,556		0.1		1,496
Togetherwork Holdings, LLC*	One stop	L + 6.25%	(a)	8.29%	03/2025	1,225		1,247		0.1		1,225
Togetherwork Holdings, LLC	One stop	L + 6.25%	(a)	8.29%	03/2025	675		701		—		675
Togetherwork Holdings, LLC	One stop	L + 6.25%	(a)	8.29%	03/2025	66		67		—		66
Togetherwork Holdings, LLC#!~	One stop	L + 6.25%	(a)	8.29%	03/2025	60		62		—		60
Togetherwork Holdings, LLC(5)	One stop	L + 6.25%		N/A(6)	03/2024	—		(2)		—		—
						124,421		126,030		5.6		122,653
Diversified/Conglomerate Service
3ES Innovation, Inc.#+!~(8)(12)	One stop	L + 5.75%	(c)(d)	7.81%	05/2025	13,900		14,196		0.6		13,900
3ES Innovation, Inc.(5)(8)(12)	One stop	L + 5.75%		N/A(6)	05/2025	—		(2)		—		—
Accela, Inc.*	One stop	L + 8.75%	(a)	5.29% cash/5.50% PIK	09/2023	11,933		11,983		0.5		11,695
Accela, Inc.	One stop	L + 8.75%	(a)	5.29% cash/5.50% PIK	09/2023	996		1,003		—		976
Accela, Inc.	One stop	L + 8.75%	(a)	5.29% cash/5.50% PIK	09/2023	104		104		—		102
Agility Recovery Solutions Inc.^*	One stop	L + 6.00%	(e)	8.02%	03/2023	22,708		22,869		1.0		22,708
Agility Recovery Solutions Inc.	One stop	L + 6.00%	(a)(c)	8.10%	03/2023	201		196		—		201
Apptio, Inc.#!~	One stop	L + 7.25%	(c)	9.56%	01/2025	57,009		57,889		2.6		57,009
Apptio, Inc.(5)	One stop	L + 7.25%		N/A(6)	01/2025	—		(2)		—		—
Arch Global CCT Holdings Corp.#+!~	Senior loan	L + 4.75%	(a)(f)	6.79%	04/2026	3,853		3,896		0.2		3,853
Arch Global CCT Holdings Corp.	Senior loan	L + 4.75%		N/A(6)	04/2025	—		—		—		—
Arch Global CCT Holdings Corp.	Senior loan	L + 4.75%		N/A(6)	04/2026	—		—		—		—
Astute Holdings, Inc.	One stop	L + 6.00%	(a)	8.04%	04/2025	10,935		11,132		0.5		10,935
Astute Holdings, Inc.	One stop	L + 6.00%	(a)	8.04%	04/2025	40		39		—		40
Astute Holdings, Inc.(5)	One stop	L + 6.00%		N/A(6)	04/2025	—		(2)		—		—
AutoQuotes, LLC	One stop	L + 5.75%	(c)	7.88%	11/2024	9,888		10,056		0.4		9,888
AutoQuotes, LLC	One stop	L + 5.75%		N/A(6)	11/2024	—		—		—		—
Axiom Merger Sub Inc.#!~	One stop	L + 5.50%	(b)(c)	7.85%	04/2026	5,906		5,969		0.3		5,906
Axiom Merger Sub Inc.#+!~(8)(9)	One stop	E + 5.75%	(g)	5.75%	04/2026	2,442		2,467		0.1		2,378
Axiom Merger Sub Inc.(5)	One stop	L + 5.50%		N/A(6)	04/2026	—		(1)		—		—
Axiom Merger Sub Inc.(5)	One stop	L + 5.50%		N/A(6)	04/2026	—		(3)		—		—
Bazaarvoice, Inc.*#+!~	One stop	L + 5.75%	(a)	7.79%	02/2024	48,613		49,581		2.2		48,613
Bazaarvoice, Inc.(5)	One stop	L + 5.75%		N/A(6)	02/2024	—		(3)		—		—
Bearcat Buyer, Inc.#+!~	Senior loan	L + 4.25%	(c)	6.35%	07/2026	2,957		2,983		0.1		2,928

See Notes to Consolidated Financial Statements.

40

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Diversified/Conglomerate Service - (continued)
Bearcat Buyer, Inc.#!~	Senior loan	L + 4.25%	(c)	6.35%	07/2026	$	312	$	309	—	%	$	309
Bearcat Buyer, Inc.	Senior loan	L + 4.25%	(c)	6.35%	07/2026	166		167		—		162
Bearcat Buyer, Inc.	Senior loan	L + 4.25%		N/A(6)	07/2024	—		—		—		—
Bullhorn, Inc.#!~	One stop	L + 6.75%	(b)	8.91%	11/2022	5,082		5,094		0.2		5,132
Bullhorn, Inc.#!~	One stop	L + 6.75%	(b)	8.91%	11/2022	1,217		1,220		0.1		1,229
Calabrio, Inc.#!~	One stop	L + 6.50%	(c)	8.60%	06/2025	9,880		10,058		0.4		9,880
Calabrio, Inc.	One stop	L + 6.50%	(a)(c)	8.54%	06/2025	84		84		—		84
Caliper Software, Inc.#!~	One stop	L + 6.00%	(c)(f)	8.10%	11/2025	26,137		26,698		1.2		26,137
Caliper Software, Inc.	One stop	L + 6.00%	(c)	8.10%	11/2023	284		287		—		284
Centrify Corporation*	One stop	L + 6.25%	(c)	8.36%	08/2024	23,375		23,422		1.0		22,674
Centrify Corporation	One stop	P + 5.25%	(f)	10.25%	08/2024	300		300		—		292
Clearwater Analytics, LLC^*	One stop	L + 7.00%	(c)	9.20%	09/2022	16,458		16,452		0.7		16,458
Clearwater Analytics, LLC+	One stop	L + 7.00%	(c)	9.22%	07/2025	6,102		6,134		0.3		6,102
Clearwater Analytics, LLC(5)	One stop	L + 7.00%		N/A(6)	09/2022	—		(4)		—		—
Cloudbees, Inc.	One stop	L + 9.00%	(a)(c)	10.60% cash/0.50% PIK	05/2023	4,193		4,240		0.2		4,172
Cloudbees, Inc.	One stop	L + 9.00%	(a)	10.54% cash/0.50% PIK	08/2021	1,462		1,482		0.1		1,421
Cloudbees, Inc.	One stop	L + 8.50%		N/A(6)	05/2023	—		—		—		—
Confluence Technologies, Inc.	One stop	L + 5.50%	(a)	7.55%	03/2024	15,470		15,741		0.7		15,470
Confluence Technologies, Inc.(5)	One stop	L + 5.50%		N/A(6)	03/2024	—		(1)		—		—
Connexin Software, Inc.#!~	One stop	L + 8.50%	(a)	10.54%	02/2024	7,550		7,637		0.3		7,475
Connexin Software, Inc.	One stop	L + 8.50%		N/A(6)	02/2024	—		—		—		—
Conservice, LLC#+!~	One stop	L + 5.25%	(a)	7.29%	12/2024	3,794		3,870		0.2		3,794
Conservice, LLC	One stop	L + 5.25%		N/A(6)	12/2024	—		—		—		—
Daxko Acquisition Corporation^*	One stop	L + 4.75%	(a)	6.79%	09/2023	22,173		22,490		1.0		22,173
Daxko Acquisition Corporation(5)	One stop	L + 4.75%		N/A(6)	09/2023	—		(1)		—		—
Digital Guardian, Inc.	One stop	L + 9.50%	(c)	8.82% cash/3.00% PIK	06/2023	8,470		8,855		0.4		8,896
Digital Guardian, Inc.	Subordinated debt	N/A		8.00% PIK	06/2023	8		6		—		8
Digital Guardian, Inc.	One stop	L + 6.50%		N/A(6)	06/2023	—		18		—		19
Digital Guardian, Inc.	One stop	L + 5.00%		N/A(6)	06/2023	—		—		—		—
DISA Holdings Acquisition Subsidiary Corp.#+!~	Senior loan	P + 3.00%	(c)(f)	7.09%	06/2022	5,107		5,228		0.2		5,107
DISA Holdings Acquisition Subsidiary Corp.	Senior loan	L + 4.00%	(a)(c)(f)	6.04%	06/2022	20		19		—		20
DISA Holdings Acquisition Subsidiary Corp.	Senior loan	L + 4.00%		N/A(6)	06/2022	—		4		—		—
E2open, LLC*#+!~	One stop	L + 5.75%	(c)	7.87%	11/2024	86,772		87,841		3.9		86,772
E2open, LLC(5)	One stop	L + 5.75%		N/A(6)	11/2024	—		(6)		—		—
EGD Security Systems, LLC^*	One stop	L + 5.75%	(c)	8.06%	06/2023	30,092		30,588		1.4		30,092
EGD Security Systems, LLC	One stop	L + 5.75%	(b)(c)	8.06%	06/2023	644		669		—		644
EGD Security Systems, LLC(5)	One stop	L + 5.75%		N/A(6)	06/2023	—		(2)		—		—
EGD Security Systems, LLC(5)	One stop	L + 5.75%		N/A(6)	06/2023	—		(2)		—		—
GS Acquisitionco, Inc.*#+!~	One stop	L + 5.75%	(a)	7.80%	05/2024	54,564		55,059		2.4		53,881
GS Acquisitionco, Inc.*	One stop	L + 5.75%	(a)	7.80%	05/2024	12,886		13,268		0.6		12,725
GS Acquisitionco, Inc.	One stop	L + 5.75%	(a)	7.80%	05/2024	3,320		3,419		0.1		3,279
GS Acquisitionco, Inc.#+!~	One stop	L + 5.75%	(a)	7.80%	05/2024	3,064		3,155		0.1		3,025
GS Acquisitionco, Inc.	One stop	L + 5.75%	(a)	7.80%	05/2024	1,918		1,976		0.1		1,895
GS Acquisitionco, Inc.	One stop	L + 5.75%	(a)	7.80%	05/2024	52		50		—		50
GS Acquisitionco, Inc.	One stop	L + 5.75%	(a)	7.80%	05/2024	11		10		—		9
HealthcareSource HR, Inc.*	One stop	L + 5.25%	(c)	7.35%	05/2023	34,095		34,208		1.5		34,095
HealthcareSource HR, Inc.(5)	One stop	L + 5.25%		N/A(6)	05/2023	—		(2)		—		—

See Notes to Consolidated Financial Statements.

41

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Diversified/Conglomerate Service - (continued)
HSI Halo Acquisition, Inc.#+!~	One stop	L + 5.75%	(c)	7.87%	08/2026	$	4,133	$	4,187	0.2	%	$	4,092
HSI Halo Acquisition, Inc.	One stop	L + 5.75%		N/A(6)	09/2025	—		—		—		—
HSI Halo Acquisition, Inc.(5)	One stop	L + 5.75%		N/A(6)	08/2026	—		(6)		—		(7)
Hydraulic Authority III Limited#!~(8)(9)(10)	One stop	L + 6.00%	(i)(j)	7.00%	11/2025	12,439		12,686		0.5		12,102
Hydraulic Authority III Limited(8)(9)(10)	One stop	N/A		11.00% PIK	11/2028	179		184		—		175
Hydraulic Authority III Limited(8)(9)(10)	One stop	L + 6.00%	(i)	8.10%	11/2025	24		24		—		24
ICIMS, Inc.#!~	One stop	L + 6.50%	(a)	8.56%	09/2024	14,355		14,597		0.7		14,355
ICIMS, Inc.#!~	One stop	L + 6.50%	(a)	8.56%	09/2024	4,501		4,595		0.2		4,501
ICIMS, Inc.(5)	One stop	L + 6.50%		N/A(6)	09/2024	—		(1)		—		—
III US Holdings, LLC	One stop	L + 6.00%		N/A(6)	09/2022	—		—		—		—
Imprivata, Inc.*#+!~	Senior loan	L + 4.00%	(c)	6.10%	10/2023	13,185		13,427		0.6		13,185
Imprivata, Inc.(5)	Senior loan	L + 4.00%		N/A(6)	10/2023	—		(1)		—		—
Infogix, Inc.*	One stop	L + 6.50%	(c)	8.60%	04/2024	7,252		7,419		0.3		7,107
Infogix, Inc.*+	One stop	L + 6.50%	(c)	8.60%	04/2024	1,119		1,140		0.1		1,096
Infogix, Inc.	One stop	L + 6.50%	(c)	8.60%	04/2024	28		27		—		26
Integral Ad Science, Inc.#!~	One stop	L + 7.25%	(a)	8.05% cash/1.25% PIK	07/2024	14,751		15,006		0.7		14,751
Integral Ad Science, Inc.(5)	One stop	L + 6.00%		N/A(6)	07/2023	—		(3)		—		(4)
Integration Appliance, Inc.^*#!~	One stop	L + 7.25%	(c)	9.43%	08/2023	68,335		69,389		3.1		68,335
Integration Appliance, Inc.	One stop	L + 7.25%	(a)	9.29%	08/2023	487		482		—		487
Internet Truckstop Group LLC*	One stop	L + 5.50%	(c)	7.61%	04/2025	22,816		23,521		1.0		22,816
Internet Truckstop Group LLC(5)	One stop	L + 5.50%		N/A(6)	04/2025	—		(3)		—		—
Invoice Cloud, Inc.	One stop	L + 6.50%	(c)	5.43% cash/3.25% PIK	02/2024	6,309		6,360		0.3		6,309
Invoice Cloud, Inc.	One stop	L + 6.00%		N/A(6)	02/2024	—		—		—		—
Invoice Cloud, Inc.(5)	One stop	L + 6.00%		N/A(6)	02/2024	—		(1)		—		—
JAMF Holdings, Inc.#!~	One stop	L + 7.00%	(c)	9.18%	11/2022	13,559		13,806		0.6		13,559
JAMF Holdings, Inc.	One stop	L + 7.00%	(a)	9.05%	11/2022	36		36		—		36
Kareo, Inc.	One stop	L + 9.00%	(a)	11.04%	06/2022	10,273		10,453		0.5		10,350
Kareo, Inc.	One stop	L + 9.00%	(a)	11.04%	06/2022	940		963		—		948
Kareo, Inc.	One stop	L + 9.00%	(a)	11.04%	06/2022	753		772		—		759
Kareo, Inc.	One stop	L + 9.00%		N/A(6)	06/2022	—		—		—		—
Kaseya Traverse Inc*	One stop	L + 6.50%	(c)(d)	7.72% cash/1.00% PIK	05/2025	33,149		34,346		1.5		33,149
Kaseya Traverse Inc	One stop	L + 6.50%	(c)(d)	7.69% cash/1.00% PIK	05/2025	498		519		—		498
Kaseya Traverse Inc	One stop	L + 6.50%	(c)	8.60%	05/2025	52		51		—		52
Keais Records Service, LLC	One stop	L + 4.50%	(a)	6.54%	10/2024	18,076		18,388		0.8		18,076
Keais Records Service, LLC(5)	One stop	L + 4.50%		N/A(6)	10/2024	—		(1)		—		—
Keais Records Service, LLC	One stop	L + 4.50%		N/A(6)	10/2024	—		—		—		—
Learn-it Systems, LLC	Senior loan	L + 4.50%	(c)	6.65%	03/2025	2,567		2,631		0.1		2,567
Learn-it Systems, LLC	Senior loan	L + 4.50%	(c)	6.61%	03/2025	33		32		—		33
Learn-it Systems, LLC	Senior loan	L + 4.50%	(a)(c)(f)	7.04%	03/2025	26		26		—		26
Litera Bidco LLC#+!~	One stop	L + 5.75%	(c)(d)	7.95%	05/2026	3,379		3,411		0.2		3,379
Litera Bidco LLC	One stop	L + 5.75%	(c)(d)	7.96%	05/2026	705		735		—		705
Litera Bidco LLC	One stop	L + 5.75%	(c)(d)	7.96%	05/2026	705		734		—		705
Litera Bidco LLC	One stop	L + 5.75%		N/A(6)	05/2025	—		—		—		—
Maverick Bidco Inc.*#!~	One stop	L + 6.25%	(c)	8.35%	04/2023	39,870		40,173		1.8		39,073
Maverick Bidco Inc.*	One stop	L + 6.25%	(c)	8.35%	04/2023	3,215		3,289		0.1		3,151
Maverick Bidco Inc.	One stop	L + 6.25%	(c)	8.55%	04/2023	68		65		—		62
MetricStream, Inc.	One stop	L + 7.00%	(a)	9.04%	05/2024	9,131		9,232		0.4		9,192
MetricStream, Inc.	One stop	L + 7.00%		N/A(6)	05/2024	—		1		—		2

See Notes to Consolidated Financial Statements.

42

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Diversified/Conglomerate Service - (continued)
MetricStream, Inc.	One stop	L + 7.00%		N/A(6)	04/2024	$	—	$	12	—	%	$	14
Mindbody, Inc.#!~	One stop	L + 7.00%	(a)	9.06%	02/2025	48,351		49,317		2.2		48,351
Mindbody, Inc.(5)	One stop	L + 7.00%		N/A(6)	02/2025	—		(1)		—		—
Ministry Brands, LLC+	Senior loan	L + 4.00%	(a)	6.04%	12/2022	1,460		1,484		0.1		1,460
Ministry Brands, LLC+	Senior loan	L + 4.00%	(a)	6.04%	12/2022	836		849		—		836
Ministry Brands, LLC	Senior loan	L + 4.00%	(a)	6.04%	12/2022	381		397		—		381
MMan Acquisition Co.^*+	One stop	L + 3.50%	(c)	3.26% cash/2.50% PIK	08/2023	22,428		19,646		0.8		16,798
Namely, Inc.#!~	One stop	L + 7.50%	(a)	6.25% cash/1.25% PIK	06/2024	3,546		3,589		0.2		3,546
Namely, Inc.	One stop	L + 6.25%		N/A(6)	06/2024	—		—		—		—
Namely, Inc.(5)	One stop	L + 6.25%		N/A(6)	06/2024	—		(16)		—		—
Net Health Acquisition Corp.*	One stop	L + 5.50%	(c)	7.60%	12/2023	8,642		8,775		0.4		8,555
Net Health Acquisition Corp.#+!~	One stop	L + 5.50%	(c)	7.60%	12/2023	6,914		7,069		0.3		6,845
Net Health Acquisition Corp.*	One stop	L + 5.50%	(c)	7.60%	12/2023	1,207		1,227		0.1		1,195
Net Health Acquisition Corp.(5)	One stop	L + 5.50%		N/A(6)	12/2023	—		(2)		—		(2)
Netsmart Technologies, Inc.(5)	Senior loan	L + 4.75%		N/A(6)	04/2021	—		(4)		—		(2)
Nextech Holdings, LLC#+!~	One stop	L + 5.50%	(a)	7.54%	06/2025	4,052		4,132		0.2		4,052
Nextech Holdings, LLC	One stop	L + 5.50%	(a)	7.54%	06/2025	100		96		—		100
Nextech Holdings, LLC(5)	One stop	L + 5.50%		N/A(6)	06/2025	—		(23)		—		—
Nexus Brands Group, Inc.*	One stop	L + 6.00%	(c)	8.12%	11/2023	9,474		9,597		0.4		9,474
Nexus Brands Group, Inc.#+!~(8)(9)	One stop	N/A		7.00%	11/2023	7,240		7,396		0.3		7,060
Nexus Brands Group, Inc.	One stop	L + 6.00%	(c)	8.10%	11/2023	2,007		2,091		0.1		2,007
Nexus Brands Group, Inc.#!~	One stop	L + 6.00%	(c)	8.10%	11/2023	1,452		1,513		0.1		1,452
Nexus Brands Group, Inc.	One stop	L + 6.00%	(a)(c)	8.13%	11/2023	160		162		—		160
Nexus Brands Group, Inc.(8)(9)	One stop	N/A		N/A(6)	11/2023	—		—		—		—
Nexus Brands Group, Inc.(5)(8)(9)	One stop	N/A		N/A(6)	11/2023	—		(1)		—		—
Nexus Brands Group, Inc.(5)	One stop	L + 6.00%		N/A(6)	11/2023	—		(1)		—		—
Personify, Inc.*+	One stop	L + 5.75%	(c)	7.85%	09/2024	15,614		15,933		0.7		15,614
Personify, Inc.	One stop	L + 5.75%	(c)	7.85%	09/2024	40		40		—		40
PlanSource Holdings, Inc.#!~	One stop	L + 6.25%	(c)	8.81%	04/2025	9,330		9,516		0.4		9,330
PlanSource Holdings, Inc.(5)	One stop	L + 6.25%		N/A(6)	04/2025	—		(1)		—		—
Project Power Buyer, LLC#+!~	One stop	L + 5.75%	(c)	7.86%	05/2026	11,613		11,860		0.5		11,613
Project Power Buyer, LLC(5)	One stop	L + 5.75%		N/A(6)	05/2025	—		(1)		—		—
Property Brands, Inc.	One stop	L + 6.00%	(a)	8.04%	01/2024	20,049		20,296		0.9		20,049
Property Brands, Inc.*	One stop	L + 6.00%	(a)	8.04%	01/2024	6,720		6,861		0.3		6,720
Property Brands, Inc.^	One stop	L + 6.00%	(a)	8.04%	01/2024	3,276		3,413		0.2		3,276
Property Brands, Inc.	One stop	L + 6.00%	(a)	8.04%	01/2024	1,438		1,496		0.1		1,438
Property Brands, Inc.	One stop	L + 6.00%	(a)	8.04%	01/2024	1,218		1,267		0.1		1,218
Property Brands, Inc.	One stop	L + 6.00%	(a)	8.04%	01/2024	1,200		1,251		0.1		1,200
Property Brands, Inc.	One stop	L + 6.00%	(a)	8.04%	01/2024	507		527		—		507
Property Brands, Inc.(5)	One stop	L + 6.00%		N/A(6)	01/2024	—		(1)		—		—
Property Brands, Inc.(5)	One stop	L + 6.00%		N/A(6)	01/2024	—		(4)		—		—
Qgenda Intermediate Holdings, LLC+	One stop	L + 4.75%	(a)	6.79%	06/2025	15,432		15,453		0.7		15,432
Qgenda Intermediate Holdings, LLC(5)	One stop	L + 4.75%		N/A(6)	06/2025	—		(2)		—		—
RegEd Aquireco, LLC+	Senior loan	L + 4.25%	(a)	6.29%	12/2024	11,532		11,527		0.5		11,532
RegEd Aquireco, LLC	Senior loan	P + 3.25%	(f)	8.25%	12/2024	58		58		—		58
RegEd Aquireco, LLC(5)	Senior loan	L + 4.25%		N/A(6)	12/2024	—		(5)		—		—
Saba Software, Inc.^*#+!~	Senior loan	L + 4.50%	(b)	6.59%	05/2023	49,189		50,222		2.2		49,189
Saba Software, Inc.#+!~	Senior loan	L + 4.50%	(b)	6.59%	05/2023	11,011		11,140		0.5		11,011

See Notes to Consolidated Financial Statements.

43

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Diversified/Conglomerate Service - (continued)
Saba Software, Inc.(5)	Senior loan	L + 4.50%		N/A(6)	05/2023	$	—	$	(2)	—	%	$	—
SnapLogic, Inc.	One stop	L + 8.75%	(a)	5.29% cash/5.50% PIK	09/2024	5,734		5,650		0.3		5,671
SnapLogic, Inc.	One stop	L + 3.25%		N/A(6)	09/2024	—		—		—		—
SnapLogic, Inc.	One stop	L + 3.25%		N/A(6)	09/2024	—		—		—		—
Telesoft, LLC*	One stop	L + 5.00%	(c)	7.32%	07/2022	7,276		7,437		0.3		7,276
Telesoft, LLC	One stop	L + 5.00%		N/A(6)	07/2022	—		—		—		—
TI Intermediate Holdings, LLC+	Senior loan	L + 4.50%	(a)	6.54%	12/2024	3,553		3,624		0.2		3,553
TI Intermediate Holdings, LLC	Senior loan	L + 4.50%		N/A(6)	12/2024	—		—		—		—
Transact Holdings, Inc.#+!~	Senior loan	L + 4.75%	(c)	7.01%	04/2026	3,110		3,160		0.1		3,094
Transaction Data Systems, Inc.*#+!~	One stop	L + 5.25%	(a)	7.30%	06/2021	84,331		86,275		3.8		84,331
Transaction Data Systems, Inc.	One stop	L + 5.25%	(a)	7.30%	06/2021	130		133		—		130
Trintech, Inc.^*	One stop	L + 6.50%	(c)	8.76%	12/2023	22,629		23,071		1.0		22,629
Trintech, Inc.^	One stop	L + 6.50%	(c)	8.76%	12/2023	9,383		9,625		0.4		9,383
Trintech, Inc.	One stop	L + 6.50%	(c)	8.69%	12/2023	120		122		—		120
True Commerce, Inc.^#+!~	One stop	L + 5.75%	(c)	7.85%	11/2023	15,428		15,776		0.7		15,428
True Commerce, Inc.+(8)(9)	One stop	L + 5.75%	(c)	7.85%	11/2023	2,616		2,735		0.1		2,572
True Commerce, Inc.(8)	One stop	L + 5.75%	(c)	7.85%	11/2023	919		960		—		919
True Commerce, Inc.(5)	One stop	L + 5.75%		N/A(6)	11/2023	—		(1)		—		—
Upserve, Inc.#!~	One stop	L + 5.50%	(a)	7.54%	07/2023	5,141		5,222		0.2		5,141
Upserve, Inc.	One stop	L + 5.50%	(a)	7.54%	07/2023	1,451		1,511		0.1		1,451
Upserve, Inc.	One stop	L + 5.50%		N/A(6)	07/2023	—		—		—		—
Vector CS Midco Limited & Cloudsense Ltd.#!~(8)(9)(10)	One stop	L + 7.25%	(c)	4.50% cash/2.75% PIK	05/2024	7,608		7,758		0.3		7,322
Vector CS Midco Limited & Cloudsense Ltd.(5)(8)(9)(10)	One stop	L + 4.50%		N/A(6)	05/2024	—		(1)		—		—
Velocity Technology Solutions, Inc.*	One stop	L + 6.00%	(c)	8.10%	12/2023	18,464		18,832		0.8		18,464
Velocity Technology Solutions, Inc.(5)	One stop	L + 6.00%		N/A(6)	12/2023	—		(1)		—		—
Vendavo, Inc.*#!~	One stop	L + 8.50%	(c)	10.62%	10/2022	35,726		35,670		1.6		35,726
Vendavo, Inc.	One stop	P + 7.25%	(f)	12.50%	10/2022	332		328		—		332
Verisys Corporation*	One stop	L + 6.50%	(c)	8.60%	01/2023	8,555		8,736		0.4		8,555
Verisys Corporation(5)	One stop	L + 6.50%		N/A(6)	01/2023	—		(1)		—		—
Workforce Software, LLC#!~	One stop	L + 6.50%	(c)	7.76% cash/1.00% PIK	07/2025	27,059		27,903		1.2		26,787
Workforce Software, LLC(5)	One stop	L + 6.50%		N/A(6)	07/2025	—		(3)		—		(2)
						1,419,537		1,439,750		63.2		1,409,960
Ecological
Pace Analytical Services, LLC	One stop	L + 5.50%	(a)	7.54%	09/2022	29,947		30,387		1.3		29,947
Pace Analytical Services, LLC^	One stop	L + 5.50%	(a)	7.54%	09/2022	2,785		2,833		0.1		2,785
Pace Analytical Services, LLC	One stop	L + 5.50%	(a)	7.54%	09/2022	1,668		1,735		0.1		1,668
Pace Analytical Services, LLC*	One stop	L + 5.50%	(a)	7.54%	09/2022	1,534		1,565		0.1		1,534
Pace Analytical Services, LLC^	One stop	L + 5.50%	(a)	7.54%	09/2022	1,235		1,284		0.1		1,235
Pace Analytical Services, LLC	One stop	L + 5.50%	(a)	7.54%	09/2022	836		851		—		836
Pace Analytical Services, LLC*	One stop	L + 5.50%	(a)	7.54%	09/2022	684		696		—		684
Pace Analytical Services, LLC	One stop	L + 5.50%	(a)	7.54%	09/2022	566		588		—		566
Pace Analytical Services, LLC	One stop	L + 5.50%	(a)	7.54%	09/2022	190		197		—		190
Pace Analytical Services, LLC	One stop	L + 5.50%	(a)	7.54%	09/2022	40		39		—		40
WRE Holding Corp.*	Senior loan	L + 5.00%	(a)(c)	7.25%	01/2023	2,300		2,352		0.1		2,300
WRE Holding Corp.#!~	Senior loan	L + 5.00%	(a)(c)	7.25%	01/2023	949		990		—		949
WRE Holding Corp.	Senior loan	L + 5.00%	(a)(c)	7.25%	01/2023	314		327		—		314

See Notes to Consolidated Financial Statements.

44

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Ecological - (continued)
WRE Holding Corp.	Senior loan	L + 5.00%	(a)(c)(f)	7.23%	01/2023	$	28	$	29	—	%	$	28
						43,076		43,873		1.8		43,076
Electronics
Appriss Holdings, Inc.#+!~	One stop	L + 5.50%	(c)	7.60%	06/2026	25,221		26,050		1.1		25,221
Appriss Holdings, Inc.(5)	One stop	L + 5.50%		N/A(6)	06/2025	—		(4)		—		—
Compusearch Software Holdings, Inc.^#+!~	Senior loan	L + 4.25%	(c)	6.35%	05/2021	2,979		3,020		0.1		2,979
Diligent Corporation*+	One stop	L + 5.50%	(c)(d)	7.56%	04/2022	35,807		37,168		1.6		35,807
Diligent Corporation*#!~	One stop	L + 5.50%	(c)(d)	7.56%	04/2022	25,868		25,670		1.2		25,868
Diligent Corporation#!~	One stop	L + 5.50%	(c)(d)	7.56%	04/2022	12,538		12,841		0.6		12,538
Diligent Corporation^*	One stop	L + 5.50%	(c)(d)	7.56%	04/2022	11,308		11,675		0.5		11,308
Diligent Corporation	One stop	L + 5.50%	(c)(d)	7.73%	04/2022	697		723		—		697
Diligent Corporation	One stop	L + 5.50%	(c)	7.81%	04/2022	489		508		—		489
Diligent Corporation	One stop	L + 5.50%	(c)(d)	7.64%	04/2022	285		287		—		285
Diligent Corporation#!~	One stop	L + 5.50%	(c)(d)	7.56%	04/2022	101		100		—		101
Diligent Corporation#!~	One stop	L + 5.50%	(c)(d)	7.56%	04/2022	80		79		—		80
Diligent Corporation	One stop	L + 5.50%	(c)	7.81%	04/2022	39		38		—		39
Diligent Corporation#!~	One stop	L + 5.50%	(c)(d)	7.56%	04/2022	36		35		—		36
Episerver, Inc.#~!(8)(9)	One stop	L + 6.00%	(a)	6.00%	10/2024	20,821		21,208		0.9		20,139
Episerver, Inc.*	One stop	L + 5.75%	(a)	7.79%	10/2024	12,310		12,545		0.6		12,310
Episerver, Inc.(5)	One stop	L + 5.75%		N/A(6)	10/2024	—		(2)		—		—
Gamma Technologies, LLC^*#!~	One stop	L + 5.25%	(a)	7.29%	06/2024	33,411		33,814		1.5		33,411
Gamma Technologies, LLC(5)	One stop	L + 5.25%		N/A(6)	06/2024	—		(1)		—		—
SEI, Inc.*	Senior loan	L + 4.75%	(a)	6.79%	07/2023	9,575		9,805		0.4		9,575
Silver Peak Systems, Inc.	One stop	L + 7.00%	(a)	9.03%	04/2024	5,998		6,018		0.3		6,004
Silver Peak Systems, Inc.	One stop	L + 7.00%		N/A(6)	04/2024	—		—		—		—
Sloan Company, Inc., The+(7)	One stop	L + 8.50%	(c)	10.60%	04/2020	9,839		8,623		0.3		6,070
Sloan Company, Inc., The(7)	One stop	L + 8.50%	(c)	10.60%	04/2020	659		578		—		406
Sloan Company, Inc., The(7)	One stop	L + 8.50%	(c)	10.60%	04/2020	297		298		—		303
Sloan Company, Inc., The(7)	One stop	L + 8.50%	(c)	10.60%	04/2020	104		85		—		64
Sovos Compliance*+	One stop	L + 4.75%	(a)	6.79%	04/2024	19,614		20,308		0.9		19,614
Sovos Compliance	Second lien	N/A		12.00% PIK	04/2025	8,843		9,133		0.4		8,843
Sovos Compliance	One stop	L + 4.75%	(a)	6.79%	04/2024	1,903		1,972		0.1		1,903
Sovos Compliance	Second lien	N/A		12.00% PIK	04/2025	1,195		1,242		0.1		1,195
Sovos Compliance	One stop	L + 4.75%	(a)	6.79%	04/2024	768		797		—		768
Sovos Compliance(5)	One stop	L + 4.75%		N/A(6)	04/2024	—		(2)		—		—
Watchfire Enterprises, Inc.	Second lien	L + 8.00%	(c)	10.10%	10/2021	9,435		9,370		0.4		9,435
						250,220		253,981		11.0		245,488
Finance
Institutional Shareholder Services#!~	Senior loan	L + 4.50%	(c)	6.60%	03/2026	18,965		19,421		0.8		18,775
Institutional Shareholder Services	Senior loan	L + 4.50%	(c)	6.60%	03/2024	116		111		—		108
						19,081		19,532		0.8		18,883
Grocery
Teasdale Quality Foods, Inc.+	Senior loan	L + 5.75%	(c)	7.85%	10/2020	354		348		—		319
Teasdale Quality Foods, Inc.	Senior loan	L + 5.75%	(c)	7.85%	10/2020	102		96		—		92
						456		444		—		411
Healthcare, Education and Childcare
Active Day, Inc.	One stop	L + 6.50%	(c)	8.60%	12/2021	24,420		24,768		1.1		24,420
Active Day, Inc.^	One stop	L + 6.50%	(c)	8.60%	12/2021	1,884		1,915		0.1		1,884

See Notes to Consolidated Financial Statements.

45

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Healthcare, Education and Childcare - (continued)
Active Day, Inc.*	One stop	L + 6.50%	(c)	8.60%	12/2021	$	1,215	$	1,235	0.1	%	$	1,215
Active Day, Inc.	Senior loan	L + 6.50%	(c)	8.60%	12/2021	967		1,006		—		967
Active Day, Inc.*	One stop	L + 6.50%	(c)	8.60%	12/2021	839		852		—		839
Active Day, Inc.	One stop	L + 6.50%	(c)(f)	8.60%	12/2021	70		70		—		70
Active Day, Inc.(5)	One stop	L + 6.50%		N/A(6)	12/2021	—		(1)		—		—
Acuity Eyecare Holdings, LLC	One stop	L + 6.25%	(c)	8.37%	03/2023	5,990		6,108		0.3		5,990
Acuity Eyecare Holdings, LLC	One stop	L + 6.25%	(b)(c)	8.43%	03/2023	5,643		5,799		0.3		5,643
Acuity Eyecare Holdings, LLC^	One stop	L + 6.25%	(c)	8.35%	03/2023	3,293		3,434		0.1		3,293
Acuity Eyecare Holdings, LLC	One stop	L + 6.25%	(c)	8.39%	03/2023	1,593		1,656		0.1		1,593
Acuity Eyecare Holdings, LLC	One stop	L + 6.25%	(c)	8.42%	03/2023	796		830		—		796
Acuity Eyecare Holdings, LLC	One stop	L + 6.25%		N/A(6)	03/2023	—		—		—		—
ADCS Clinics Intermediate Holdings, LLC+	One stop	L + 5.75%	(a)	7.79%	05/2022	42,312		42,976		1.9		42,312
ADCS Clinics Intermediate Holdings, LLC*	One stop	L + 5.75%	(a)	7.79%	05/2022	212		216		—		212
ADCS Clinics Intermediate Holdings, LLC*	One stop	L + 5.75%	(a)	7.85%	05/2022	164		167		—		164
ADCS Clinics Intermediate Holdings, LLC*	One stop	L + 5.75%	(a)	7.79%	05/2022	62		64		—		62
ADCS Clinics Intermediate Holdings, LLC	One stop	L + 5.75%	(a)	7.79%	05/2022	30		30		—		30
Advanced Pain Management Holdings, Inc.+(7)	Senior loan	L + 5.00%	(c)	7.10%	12/2019	5,261		3,281		0.1		3,157
Advanced Pain Management Holdings, Inc.(7)	Senior loan	L + 8.50%	(c)	10.60%	12/2019	1,823		3		—		3
Advanced Pain Management Holdings, Inc.+(7)	Senior loan	L + 5.00%	(c)	7.10%	12/2019	360		225		—		216
Advanced Pain Management Holdings, Inc.(5)(7)	Senior loan	L + 5.00%	(c)	7.10%	12/2019	164		(7)		—		(7)
Agilitas USA, Inc.*	One stop	L + 5.00%	(c)	7.32%	04/2022	10,206		10,252		0.5		10,206
Agilitas USA, Inc.	One stop	L + 5.00%	(c)	7.32%	04/2022	20		20		—		20
Apothecary Products, LLC+	Senior loan	L + 4.50%	(c)	6.70%	07/2023	3,086		3,228		0.1		3,086
Apothecary Products, LLC	Senior loan	L + 4.50%		N/A(6)	07/2023	—		—		—		—
Aris Teleradiology Company, LLC+(7)	Senior loan	L + 5.50%	(c)	7.60%	03/2021	5,403		3,244		0.1		1,149
Aris Teleradiology Company, LLC(7)	Senior loan	L + 5.50%	(b)(c)(d)	7.66%	03/2021	1,084		684		—		220
Aspen Medical Products, LLC#+!~	One stop	L + 5.25%	(a)(c)	7.30%	06/2025	4,303		4,389		0.2		4,303
Aspen Medical Products, LLC	One stop	L + 5.25%		N/A(6)	06/2025	—		—		—		—
BIO18 Borrower, LLC	One stop	L + 5.25%	(a)	7.30%	11/2024	11,188		11,231		0.5		11,188
BIO18 Borrower, LLC	One stop	L + 5.25%	(a)	7.30%	11/2024	66		66		—		66
BIO18 Borrower, LLC(5)	One stop	L + 5.25%		N/A(6)	11/2024	—		(4)		—		—
BIOVT, LLC^*	One stop	L + 5.75%	(a)	7.79%	01/2021	34,487		35,136		1.6		34,487
BIOVT, LLC#!~	One stop	L + 5.75%	(a)	7.79%	01/2021	2,094		2,179		0.1		2,094
BIOVT, LLC	One stop	L + 5.75%	(a)	7.79%	01/2021	1,966		2,045		0.1		1,966
BIOVT, LLC	One stop	L + 5.75%		N/A(6)	01/2021	—		—		—		—
BIOVT, LLC	One stop	L + 5.75%		N/A(6)	01/2021	—		—		—		—
Blades Buyer, Inc.#+!~	Senior loan	L + 4.50%	(b)(c)	6.75%	08/2025	2,848		2,879		0.1		2,827
Blades Buyer, Inc.	Senior loan	L + 4.50%		N/A(6)	08/2025	—		—		—		—
Blades Buyer, Inc.(5)	Senior loan	L + 4.50%		N/A(6)	08/2025	—		(8)		—		(8)
CLP Healthcare Services, Inc.^	Senior loan	L + 5.25%	(c)	7.37%	12/2020	4,762		4,788		0.2		4,762
CMI Parent Inc.#+!~	Senior loan	L + 4.25%	(a)	6.29%	08/2025	6,700		6,852		0.3		6,634
CMI Parent Inc.(5)	Senior loan	L + 4.25%		N/A(6)	08/2025	—		(2)		—		(4)
CRH Healthcare Purchaser, Inc.#+!~	Senior loan	L + 4.50%	(c)	6.60%	12/2024	14,011		14,203		0.6		14,011
CRH Healthcare Purchaser, Inc.(5)	Senior loan	L + 4.50%		N/A(6)	12/2024	—		(1)		—		—
CRH Healthcare Purchaser, Inc.(5)	Senior loan	L + 4.50%		N/A(6)	12/2024	—		(3)		—		—
DCA Investment Holding, LLC^*+	One stop	L + 5.25%	(c)	7.35%	07/2021	31,737		32,216		1.4		31,737
DCA Investment Holding, LLC^*#+!~	One stop	L + 5.25%	(c)	7.35%	07/2021	27,496		28,087		1.2		27,496
DCA Investment Holding, LLC*	One stop	L + 5.25%	(c)	7.35%	07/2021	8,405		8,655		0.4		8,405

See Notes to Consolidated Financial Statements.

46

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Healthcare, Education and Childcare - (continued)
DCA Investment Holding, LLC	One stop	L + 5.25%	(c)	7.35%	07/2021	$	4,074	$	4,244	0.2	%	$	4,074
DCA Investment Holding, LLC	One stop	L + 5.25%	(c)	7.35%	07/2021	3,706		3,860		0.2		3,706
DCA Investment Holding, LLC*	One stop	L + 5.25%	(c)	7.35%	07/2021	2,537		2,643		0.1		2,537
DCA Investment Holding, LLC	One stop	L + 5.25%	(c)	7.35%	07/2021	678		706		—		678
DCA Investment Holding, LLC	One stop	P + 4.25%	(f)	9.25%	07/2021	309		303		—		309
DCA Investment Holding, LLC*	One stop	L + 5.25%	(c)	7.35%	07/2021	300		306		—		300
DCA Investment Holding, LLC*	One stop	L + 5.25%	(c)	7.35%	07/2021	94		95		—		94
Deca Dental Management LLC^*	One stop	L + 6.00%	(c)	8.10%	12/2021	11,386		11,690		0.5		11,386
Deca Dental Management LLC#!~	One stop	L + 6.00%	(a)(c)	8.11%	12/2021	1,385		1,423		0.1		1,385
Deca Dental Management LLC#+!~	One stop	L + 6.00%	(c)	8.10%	12/2021	999		1,026		0.1		999
Deca Dental Management LLC	One stop	L + 6.00%	(a)(c)	8.21%	12/2021	741		771		—		741
Deca Dental Management LLC	One stop	L + 6.00%	(a)(c)	8.12%	12/2021	32		31		—		32
Deca Dental Management LLC	One stop	L + 6.00%		N/A(6)	12/2021	—		—		—		—
Dental Holdings Corporation	One stop	L + 6.00%	(c)	8.12%	02/2020	10,226		10,340		0.5		10,226
Dental Holdings Corporation*	One stop	L + 6.00%	(c)	8.12%	02/2020	1,632		1,651		0.1		1,632
Dental Holdings Corporation	One stop	L + 6.00%	(c)	8.12%	02/2020	828		837		—		828
Elite Dental Partners LLC*	One stop	L + 5.25%	(a)	7.29%	06/2023	14,145		13,994		0.6		13,437
Elite Dental Partners LLC	One stop	L + 5.25%	(a)	7.29%	06/2023	1,874		1,862		0.1		1,781
Elite Dental Partners LLC	One stop	L + 5.25%	(a)	7.29%	06/2023	1,757		1,746		0.1		1,669
Elite Dental Partners LLC#+!~	One stop	L + 5.25%	(a)	7.29%	06/2023	1,676		1,665		0.1		1,592
Elite Dental Partners LLC#!~	One stop	L + 5.25%	(a)	7.29%	06/2023	1,607		1,596		0.1		1,527
Elite Dental Partners LLC	One stop	L + 5.25%	(a)	7.29%	06/2023	200		198		—		190
Elite Dental Partners LLC(5)	One stop	L + 5.25%		N/A(6)	06/2023	—		(6)		—		—
ERG Buyer, LLC*	One stop	L + 5.50%	(c)	7.60%	05/2024	19,330		19,265		0.8		18,749
ERG Buyer, LLC	One stop	P + 4.50%	(f)	9.50%	05/2024	20		14		—		12
ERG Buyer, LLC(5)	One stop	L + 5.50%		N/A(6)	05/2024	—		(9)		—		—
eSolutions, Inc.^*+	One stop	L + 6.50%	(a)	8.54%	03/2022	70,456		71,662		3.2		70,456
eSolutions, Inc.	One stop	L + 6.50%	(d)	8.56%	03/2022	100		100		—		100
Excelligence Learning Corporation^	One stop	L + 6.00%	(a)	8.04%	04/2023	10,171		9,808		0.4		9,154
Eyecare Services Partners Holdings LLC+	One stop	L + 6.25%	(c)	8.35%	05/2023	18,129		18,252		0.8		17,766
Eyecare Services Partners Holdings LLC*	One stop	L + 6.25%	(c)	8.35%	05/2023	7,951		8,126		0.4		7,792
Eyecare Services Partners Holdings LLC*	One stop	L + 6.25%	(c)	8.35%	05/2023	6,964		7,125		0.3		6,825
Eyecare Services Partners Holdings LLC*+	One stop	L + 6.25%	(c)	8.35%	05/2023	2,377		2,432		0.1		2,330
Eyecare Services Partners Holdings LLC	One stop	L + 6.25%	(c)	8.55%	05/2023	2,027		2,064		0.1		1,986
Eyecare Services Partners Holdings LLC*	One stop	L + 6.25%	(c)	8.35%	05/2023	1,526		1,561		0.1		1,495
Eyecare Services Partners Holdings LLC*	One stop	L + 6.25%	(c)	8.35%	05/2023	1,128		1,155		0.1		1,106
Eyecare Services Partners Holdings LLC*	One stop	L + 6.25%	(c)	8.35%	05/2023	994		1,017		—		974
Eyecare Services Partners Holdings LLC*+	One stop	L + 6.25%	(c)	8.35%	05/2023	641		654		—		629
Eyecare Services Partners Holdings LLC	One stop	L + 6.25%	(c)	8.51%	05/2023	200		198		—		192
G & H Wire Company, Inc.^	One stop	L + 5.75%	(a)	7.79%	09/2023	5,980		5,980		0.3		5,980
G & H Wire Company, Inc.(5)	One stop	L + 5.75%		N/A(6)	09/2022	—		(1)		—		—
Immucor, Inc.+	Senior loan	L + 5.00%	(c)	7.10%	06/2021	3,594		3,672		0.2		3,598
Joerns Healthcare, LLC^*	One stop	L + 6.00%	(c)	8.16%	08/2024	535		506		—		535
Joerns Healthcare, LLC^*	One stop	L + 6.00%	(c)	8.16%	08/2024	514		506		—		514
Katena Holdings, Inc.^	One stop	L + 5.50%	(c)	7.60%	06/2021	12,863		13,026		0.6		12,863
Katena Holdings, Inc.^	One stop	L + 5.50%	(c)	7.60%	06/2021	1,256		1,273		0.1		1,256
Katena Holdings, Inc.	One stop	L + 5.50%	(c)	7.60%	06/2021	860		869		—		860
Katena Holdings, Inc.	One stop	P + 4.50%	(f)	9.50%	06/2021	80		82		—		80

See Notes to Consolidated Financial Statements.

47

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Healthcare, Education and Childcare - (continued)
Krueger-Gilbert Health Physics, LLC#!~	One stop	L + 4.75%	(c)	6.85%	05/2025	$	2,383	$	2,368	0.1	%	$	2,383
Krueger-Gilbert Health Physics, LLC	One stop	L + 4.75%	(b)(c)	7.02%	05/2025	1,125		1,171		0.1		1,125
Krueger-Gilbert Health Physics, LLC	One stop	L + 4.75%		N/A(6)	05/2025	—		—		—		—
Krueger-Gilbert Health Physics, LLC(5)	One stop	L + 4.75%		N/A(6)	05/2025	—		(2)		—		—
Lombart Brothers, Inc.^*#+!~(8)	One stop	L + 6.25%	(c)	8.35%	04/2023	29,259		29,693		1.3		29,259
Lombart Brothers, Inc.^(8)(9)	One stop	L + 6.25%	(c)	8.35%	04/2023	3,150		3,196		0.1		3,150
Lombart Brothers, Inc.	One stop	P + 5.00%	(f)	10.00%	04/2023	98		99		—		98
Lombart Brothers, Inc.(8)(9)	One stop	P + 5.00%	(f)	10.00%	04/2023	14		15		—		14
MD Now Holdings, Inc.+	One stop	L + 5.00%	(c)	7.10%	08/2024	14,690		14,885		0.7		14,690
MD Now Holdings, Inc.(5)	One stop	L + 5.00%		N/A(6)	08/2024	—		(1)		—		—
MD Now Holdings, Inc.(5)	One stop	L + 5.00%		N/A(6)	08/2024	—		(1)		—		—
MWD Management, LLC & MWD Services, Inc.*	One stop	L + 5.25%	(c)	7.35%	06/2023	7,088		7,074		0.3		6,946
MWD Management, LLC & MWD Services, Inc.^	One stop	L + 5.25%	(c)	7.35%	06/2023	4,564		4,670		0.2		4,472
MWD Management, LLC & MWD Services, Inc.(5)	One stop	L + 5.25%		N/A(6)	06/2022	—		(3)		—		(4)
Oliver Street Dermatology Holdings, LLC	One stop	L + 7.25%	(c)	8.35% cash/1.00% PIK	05/2022	19,200		17,574		0.6		14,400
Oliver Street Dermatology Holdings, LLC*	One stop	L + 7.25%	(c)	8.35% cash/1.00% PIK	05/2022	2,241		1,916		0.1		1,680
Oliver Street Dermatology Holdings, LLC	One stop	L + 7.25%	(c)	8.35% cash/1.00% PIK	05/2022	2,099		1,912		0.1		1,575
Oliver Street Dermatology Holdings, LLC^+	One stop	L + 7.25%	(c)	8.35% cash/1.00% PIK	05/2022	1,577		1,344		0.1		1,183
Oliver Street Dermatology Holdings, LLC*+	One stop	L + 7.25%	(c)	8.35% cash/1.00% PIK	05/2022	1,393		1,188		0.1		1,045
Oliver Street Dermatology Holdings, LLC*+	One stop	L + 7.25%	(c)	8.35% cash/1.00% PIK	05/2022	1,213		1,034		—		910
Oliver Street Dermatology Holdings, LLC^+	One stop	L + 7.25%	(c)	8.35% cash/1.00% PIK	05/2022	944		805		—		708
Oliver Street Dermatology Holdings, LLC*+	One stop	L + 7.25%	(c)	8.35% cash/1.00% PIK	05/2022	819		698		—		614
Oliver Street Dermatology Holdings, LLC#+!~	One stop	L + 7.25%	(c)	8.35% cash/1.00% PIK	05/2022	505		430		—		379
Oliver Street Dermatology Holdings, LLC	One stop	L + 7.25%	(c)(f)	8.35% cash/1.00% PIK	05/2022	289		263		—		215
Oliver Street Dermatology Holdings, LLC^	One stop	L + 7.25%	(c)	8.35% cash/1.00% PIK	05/2022	98		89		—		74
Oliver Street Dermatology Holdings, LLC*	One stop	L + 7.25%	(c)	8.35% cash/1.00% PIK	05/2022	88		81		—		66
Oliver Street Dermatology Holdings, LLC^	One stop	L + 7.25%	(c)	8.35% cash/1.00% PIK	05/2022	70		63		—		52
Oliver Street Dermatology Holdings, LLC^	One stop	L + 7.25%	(c)	8.35% cash/1.00% PIK	05/2022	64		59		—		48
ONsite Mammography, LLC	One stop	L + 6.75%	(a)	8.79%	11/2023	5,842		5,920		0.3		5,842
ONsite Mammography, LLC	One stop	L + 6.75%	(a)	8.79%	11/2023	1,031		1,075		0.1		1,031
ONsite Mammography, LLC	One stop	L + 6.75%	(a)	8.79%	11/2023	100		102		—		100
Pinnacle Treatment Centers, Inc.	One stop	L + 5.75%	(c)	8.01%	08/2021	19,329		19,650		0.9		19,329
Pinnacle Treatment Centers, Inc.#+!~	One stop	L + 5.75%	(c)	8.01%	08/2021	716		730		—		716
Pinnacle Treatment Centers, Inc.	One stop	L + 5.75%	(c)	8.01%	08/2021	347		360		—		347
Pinnacle Treatment Centers, Inc.	One stop	L + 5.75%	(c)	8.01%	08/2021	188		193		—		188
Pinnacle Treatment Centers, Inc.^	One stop	L + 5.75%	(c)	8.01%	08/2021	108		111		—		108
Pinnacle Treatment Centers, Inc.	One stop	L + 5.75%	(c)(f)	8.53%	08/2021	102		103		—		102
PPT Management Holdings, LLC+	One stop	L + 6.75%	(a)(c)	8.10% cash/0.75% PIK	12/2022	24,533		22,536		0.9		20,846
PPT Management Holdings, LLC	One stop	L + 6.75%	(a)(c)	8.10% cash/0.75% PIK	12/2022	302		285		—		256
PPT Management Holdings, LLC	One stop	L + 6.75%	(a)(c)	8.10% cash/0.75% PIK	12/2022	178		168		—		152
PPT Management Holdings, LLC	One stop	L + 6.75%	(a)(c)	8.10% cash/0.75% PIK	12/2022	86		76		—		74
PPT Management Holdings, LLC(5)	One stop	L + 6.75%	(a)(c)	8.10% cash/0.75% PIK	12/2022	16		(17)		—		(46)
Pyramid Healthcare, Inc.*+	One stop	L + 6.50%	(c)	8.78%	08/2020	1,459		1,467		0.1		1,459
Pyramid Healthcare, Inc.	One stop	L + 6.50%	(c)(f)	8.78%	08/2020	337		347		—		337
Pyramid Healthcare, Inc.	One stop	L + 6.50%	(c)	8.62%	08/2020	113		117		—		113

See Notes to Consolidated Financial Statements.

48

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Healthcare, Education and Childcare - (continued)
Riverchase MSO, LLC*	Senior loan	L + 5.75%	(c)	7.85%	10/2022	$	9,720	$	9,901	0.4	%	$	9,720
Riverchase MSO, LLC	Senior loan	P + 4.75%	(f)	9.75%	10/2022	26		26		—		26
RXH Buyer Corporation^*	One stop	L + 5.75%	(c)	7.85%	09/2021	27,814		28,193		1.3		27,814
RXH Buyer Corporation*	One stop	L + 5.75%	(c)	7.85%	09/2021	3,147		3,192		0.1		3,147
RXH Buyer Corporation	One stop	L + 5.75%	(c)(f)	8.78%	09/2021	158		159		—		158
SLMP, LLC^	One stop	L + 6.00%	(a)	8.04%	05/2023	12,073		12,176		0.5		12,073
SLMP, LLC^	One stop	L + 6.00%	(a)	8.04%	05/2023	5,813		6,060		0.3		5,813
SLMP, LLC	Subordinated debt	N/A		7.50% PIK	05/2027	223		229		—		223
SLMP, LLC(5)	One stop	L + 6.00%		N/A(6)	05/2023	—		(1)		—		—
SLMP, LLC(5)	One stop	L + 6.00%		N/A(6)	05/2023	—		(1)		—		—
Spear Education, LLC^	One stop	L + 5.75%	(c)	8.07%	12/2019	7,964		8,098		0.4		7,964
Spear Education, LLC*	One stop	L + 5.75%	(c)	8.07%	12/2019	249		256		—		249
Spear Education, LLC	One stop	L + 5.75%		N/A(6)	12/2019	—		—		—		—
Summit Behavioral Healthcare, LLC^	Senior loan	L + 4.75%	(c)	6.87%	10/2023	11,065		10,961		0.5		10,512
Summit Behavioral Healthcare, LLC	Senior loan	L + 4.75%	(c)	6.87%	10/2023	180		178		—		171
Summit Behavioral Healthcare, LLC	Senior loan	L + 4.75%	(c)	6.87%	10/2023	144		141		—		136
WHCG Management, LLC*	Senior loan	L + 6.00%	(c)	8.10%	03/2023	6,256		6,405		0.3		6,256
WHCG Management, LLC	Senior loan	L + 6.00%	(c)	8.11%	03/2023	200		204		—		200
WHCG Management, LLC(5)	Senior loan	L + 6.00%		N/A(6)	03/2023	—		(4)		—		—
WIRB-Copernicus Group, Inc.^*#!~	Senior loan	L + 4.25%	(c)	6.35%	08/2022	24,583		25,145		1.1		24,583
WIRB-Copernicus Group, Inc.(5)	Senior loan	L + 4.25%		N/A(6)	08/2022	—		(1)		—		—
WIRB-Copernicus Group, Inc.(5)	Senior loan	L + 4.25%		N/A(6)	08/2022	—		(1)		—		—
						752,215		750,240		32.8		726,960
Home and Office Furnishings, Housewares, and Durable Consumer
1A Smart Start LLC#+!~	Senior loan	L + 4.50%	(a)	6.54%	02/2022	1,389		1,412		0.1		1,389
CST Buyer Company^	One stop	L + 5.00%	(a)	7.04%	03/2023	5,347		5,441		0.2		5,347
CST Buyer Company	One stop	L + 5.00%		N/A(6)	03/2023	—		—		—		—
Plano Molding Company, LLC^+	One stop	L + 7.00%	(a)	9.04%	05/2021	14,748		14,698		0.6		14,158
						21,484		21,551		0.9		20,894
Hotels, Motels, Inns, and Gaming
Davidson Hotel Company, LLC+	One stop	L + 5.25%	(a)(c)	7.29%	07/2024	8,544		8,476		0.4		8,459
Davidson Hotel Company, LLC(5)	One stop	L + 5.25%		N/A(6)	07/2024	—		(13)		—		(27)
Davidson Hotel Company, LLC(5)	One stop	L + 5.25%		N/A(6)	07/2024	—		—		—		(11)
Davidson Hotel Company, LLC(5)	One stop	L + 5.25%		N/A(6)	07/2024	—		—		—		(2)
						8,544		8,463		0.4		8,419
Insurance
Captive Resources Midco, LLC^*#+!~	One stop	L + 6.00%	(c)	8.20%	05/2025	54,907		55,075		2.5		54,907
Captive Resources Midco, LLC(5)	One stop	L + 6.00%		N/A(6)	05/2025	—		(28)		—		—
Captive Resources Midco, LLC(5)	One stop	L + 6.00%		N/A(6)	05/2025	—		(27)		—		—
Integrity Marketing Acquisition, LLC#+!~	Senior loan	L + 5.75%	(c)	7.88%	08/2025	2,489		2,490		0.1		2,452
Integrity Marketing Acquisition, LLC	Senior loan	L + 5.75%		N/A(6)	08/2025	—		—		—		—
Integrity Marketing Acquisition, LLC(5)	Senior loan	L + 5.75%		N/A(6)	08/2025	—		(5)		—		(12)
Integrity Marketing Acquisition, LLC(5)	Senior loan	L + 5.75%		N/A(6)	08/2025	—		(3)		—		(8)
J.S. Held Holdings, LLC#+!~	One stop	L + 6.00%	(c)	8.10%	07/2025	2,930		2,944		0.1		2,930
J.S. Held Holdings, LLC	One stop	P + 5.00%	(f)	10.00%	07/2025	28		21		—		28
J.S. Held Holdings, LLC(5)	One stop	L + 6.00%		N/A(6)	07/2025	—		(38)		—		—
Orchid Underwriters Agency, LLC#+!~	Senior loan	L + 4.50%	(c)	6.70%	12/2024	4,231		4,295		0.2		4,231
Orchid Underwriters Agency, LLC	Senior loan	L + 4.50%		N/A(6)	12/2024	—		—		—		—

See Notes to Consolidated Financial Statements.

49

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Insurance - (continued)
Orchid Underwriters Agency, LLC(5)	Senior loan	L + 4.50%		N/A(6)	12/2024	$	—	$	(1)	—	%	$	—
RSC Acquisition, Inc.#+!~	Senior loan	L + 4.25%	(a)(b)(c)(f)	6.40%	11/2022	36,746		38,166		1.7		36,746
RSC Acquisition, Inc.*	Senior loan	L + 4.25%	(b)	6.40%	11/2022	2,280		2,261		0.1		2,280
RSC Acquisition, Inc.	Senior loan	L + 4.25%		N/A(6)	11/2021	—		—		—		—
RSC Acquisition, Inc.(5)	Senior loan	L + 4.25%		N/A(6)	11/2022	—		(2)		—		—
						103,611		105,148		4.7		103,554
Leisure, Amusement, Motion Pictures, Entertainment
CR Fitness Holdings, LLC#+!~	Senior loan	L + 4.25%	(a)	6.29%	07/2025	2,019		2,033		0.1		2,019
CR Fitness Holdings, LLC	Senior loan	L + 4.25%	(c)	6.55%	07/2025	67		61		—		67
CR Fitness Holdings, LLC	Senior loan	L + 4.25%		N/A(6)	07/2025	—		—		—		—
EOS Fitness Opco Holdings, LLC*	One stop	L + 4.75%	(c)	6.85%	01/2025	8,763		8,904		0.4		8,763
EOS Fitness Opco Holdings, LLC	One stop	L + 4.75%	(c)	6.86%	01/2025	334		347		—		334
EOS Fitness Opco Holdings, LLC	One stop	P + 3.75%	(f)	8.75%	01/2025	12		11		—		12
PADI Holdco, Inc.*	One stop	L + 5.75%	(c)	7.86%	04/2023	21,989		22,385		1.0		21,989
PADI Holdco, Inc.#+!~(8)(9)	One stop	E + 5.75%	(g)	5.75%	04/2023	20,870		21,387		0.9		19,859
PADI Holdco, Inc.	One stop	L + 5.75%	(c)	7.96%	04/2022	182		185		—		182
Planet Fit Indy 10 LLC+	One stop	L + 5.25%	(c)	7.35%	07/2025	16,828		16,721		0.8		16,828
Planet Fit Indy 10 LLC	One stop	L + 5.25%	(c)	7.46%	07/2025	2,337		2,396		0.1		2,337
Planet Fit Indy 10 LLC	One stop	L + 5.25%	(c)	7.35%	07/2025	30		29		—		30
Planet Fit Indy 10 LLC(5)	One stop	L + 5.25%		N/A(6)	07/2025	—		(8)		—		—
Self Esteem Brands, LLC^*	Senior loan	L + 4.25%	(a)	6.29%	02/2022	30,835		31,428		1.4		30,835
Self Esteem Brands, LLC	Senior loan	P + 3.25%	(f)	8.25%	02/2022	490		485		—		490
Sunshine Sub, LLC#!~	One stop	L + 4.75%	(a)	6.79%	05/2024	13,057		13,184		0.6		13,057
Sunshine Sub, LLC	One stop	L + 4.75%	(a)	6.79%	05/2024	5,711		5,946		0.3		5,711
Sunshine Sub, LLC(5)	One stop	L + 4.75%		N/A(6)	05/2024	—		(1)		—		—
Teaching Company, The*	One stop	L + 4.75%	(c)	6.93%	07/2023	17,878		18,119		0.8		17,878
Teaching Company, The	One stop	L + 4.75%	(a)(f)	6.77%	07/2023	24		24		—		24
Titan Fitness, LLC*	One stop	L + 4.75%	(a)(c)	6.88%	02/2025	30,625		31,165		1.4		30,625
Titan Fitness, LLC(5)	One stop	L + 4.75%		N/A(6)	02/2025	—		(2)		—		—
Titan Fitness, LLC(5)	One stop	L + 4.75%		N/A(6)	02/2025	—		(2)		—		—
WBZ Investment LLC	One stop	L + 5.50%	(a)	7.54%	09/2024	8,525		8,597		0.4		8,525
WBZ Investment LLC	One stop	L + 5.50%	(a)	7.54%	09/2024	849		884		—		849
WBZ Investment LLC	One stop	L + 5.50%	(a)	7.54%	09/2024	457		475		—		457
WBZ Investment LLC	One stop	P + 4.50%	(f)	9.50%	09/2024	10		10		—		10
						181,892		184,763		8.2		180,881
Oil and Gas
Drilling Info Holdings, Inc.*#+!~	Senior loan	L + 4.25%	(a)	6.29%	07/2025	35,612		36,252		1.6		35,612
Drilling Info Holdings, Inc.(5)	Senior loan	L + 4.25%		N/A(6)	07/2023	—		(2)		—		—
Drilling Info Holdings, Inc.(5)	Senior loan	L + 4.25%		N/A(6)	07/2025	—		(13)		—		—
						35,612		36,237		1.6		35,612
Personal and Non Durable Consumer Products (Mfg. Only)
Georgica Pine Clothiers, LLC	One stop	L + 5.50%	(c)	7.60%	11/2022	10,337		10,503		0.5		10,337
Georgica Pine Clothiers, LLC*	One stop	L + 5.50%	(c)	7.60%	11/2022	6,479		6,587		0.3		6,479
Georgica Pine Clothiers, LLC^	One stop	L + 5.50%	(c)	7.60%	11/2022	902		918		—		902
Georgica Pine Clothiers, LLC*	One stop	L + 5.50%	(c)	7.60%	11/2022	633		645		—		633
Georgica Pine Clothiers, LLC	One stop	L + 5.50%	(c)	7.73%	11/2022	50		50		—		50
IMPLUS Footwear, LLC#+!~	One stop	L + 6.25%	(c)	8.35%	04/2024	30,462		30,970		1.4		30,462
IMPLUS Footwear, LLC#+!~	One stop	L + 6.25%	(c)	8.41%	04/2024	5,202		5,288		0.2		5,202

See Notes to Consolidated Financial Statements.

50

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Personal and Non Durable Consumer Products (Mfg. Only) - (continued)
IMPLUS Footwear, LLC	One stop	L + 6.25%	(c)	8.35%	04/2024	$	750	$	781	—	%	$	750
Orthotics Holdings, Inc.*(8)	One stop	L + 6.00%	(a)	8.04%	05/2020	11,738		11,799		0.5		11,504
Orthotics Holdings, Inc.*(8)(9)	One stop	L + 6.00%	(a)	8.04%	05/2020	1,924		1,934		0.1		1,886
Orthotics Holdings, Inc.(5)	One stop	L + 6.00%		N/A(6)	05/2020	—		(1)		—		—
WU Holdco, Inc. #!~	One stop	L + 5.50%	(c)	7.60%	03/2026	3,016		3,110		0.1		3,016
WU Holdco, Inc.	One stop	L + 5.50%	(c)	7.62%	03/2026	58		61		—		58
WU Holdco, Inc.	One stop	L + 5.50%		N/A(6)	03/2025	—		—		—		—
						71,551		72,645		3.1		71,279
Personal, Food and Miscellaneous Services
Blue River Pet Care, LLC+	One stop	L + 5.00%	(c)(d)	7.04%	07/2026	25,636		25,716		1.1		25,379
Blue River Pet Care, LLC(5)	One stop	L + 5.00%		N/A(6)	07/2026	—		(129)		—		(129)
Blue River Pet Care, LLC(5)	One stop	L + 5.00%		N/A(6)	08/2025	—		(4)		—		(4)
Captain D's, LLC^	Senior loan	L + 4.50%	(a)(c)	6.54%	12/2023	6,021		6,078		0.3		6,021
Captain D's, LLC	Senior loan	L + 4.50%	(a)(c)(f)	7.48%	12/2023	40		40		—		40
Clarkson Eyecare LLC*+	One stop	L + 6.25%	(c)	8.35%	04/2021	52,934		54,106		2.3		51,875
Clarkson Eyecare LLC#+!~	One stop	L + 6.25%	(c)	8.37%	04/2021	6,703		6,778		0.3		6,569
Clarkson Eyecare LLC	One stop	L + 6.25%	(c)	8.38%	04/2021	1,512		1,496		0.1		1,430
Clarkson Eyecare LLC	One stop	L + 6.25%	(c)	8.35%	04/2021	1,236		1,266		0.1		1,211
Clarkson Eyecare LLC#!~	One stop	L + 6.25%	(c)	8.39%	04/2021	150		147		—		147
Clarkson Eyecare LLC	One stop	L + 6.25%	(c)	8.35%	04/2021	37		36		—		36
Clarkson Eyecare LLC	One stop	L + 6.25%	(c)	8.35%	04/2021	32		31		—		31
Clarkson Eyecare LLC	One stop	L + 6.25%	(c)(f)	8.38%	04/2021	32		32		—		31
Clarkson Eyecare LLC(5)	One stop	L + 6.25%		N/A(6)	04/2021	—		(14)		—		(15)
Community Veterinary Partners, LLC^	One stop	L + 5.50%	(a)	7.54%	10/2021	2,205		2,290		0.1		2,205
Community Veterinary Partners, LLC	One stop	L + 5.50%	(a)	7.54%	10/2021	1,101		1,143		0.1		1,101
Community Veterinary Partners, LLC#!~	One stop	L + 5.50%	(a)	7.54%	10/2021	873		906		—		873
Community Veterinary Partners, LLC	One stop	L + 5.50%	(a)	7.54%	10/2021	741		770		—		741
Community Veterinary Partners, LLC#!~	One stop	L + 5.50%	(a)	7.54%	10/2021	657		683		—		657
Community Veterinary Partners, LLC#!~	One stop	L + 5.50%	(a)	7.54%	10/2021	585		608		—		585
Community Veterinary Partners, LLC	One stop	L + 5.50%	(a)	7.54%	10/2021	315		310		—		315
Community Veterinary Partners, LLC*	One stop	L + 5.50%	(a)	7.54%	10/2021	196		200		—		196
Community Veterinary Partners, LLC	One stop	L + 5.50%	(a)	7.54%	10/2021	50		49		—		50
Imperial Optical Midco Inc.	One stop	L + 4.75%	(b)(c)	6.87%	08/2023	3,650		3,710		0.2		3,614
Imperial Optical Midco Inc.*	One stop	L + 4.75%	(b)	6.84%	08/2023	2,846		2,820		0.1		2,817
Imperial Optical Midco Inc.	One stop	L + 4.75%	(b)(c)	6.86%	08/2023	1,934		1,996		0.1		1,915
Imperial Optical Midco Inc.	One stop	L + 4.75%	(b)	6.84%	08/2023	1,260		1,300		0.1		1,247
Imperial Optical Midco Inc.	One stop	L + 4.75%	(b)(c)	6.90%	08/2023	1,147		1,183		0.1		1,135
Imperial Optical Midco Inc.	One stop	L + 4.75%	(b)	6.84%	08/2023	125		118		—		118
Imperial Optical Midco Inc.	One stop	L + 4.75%		N/A(6)	08/2023	—		—		—		—
Midwest Veterinary Partners, LLC+	One stop	L + 4.75%	(a)	6.79%	07/2025	4,317		4,238		0.2		4,274
Midwest Veterinary Partners, LLC	One stop	L + 4.75%	(a)(b)(c)	6.81%	07/2025	136		135		—		134
Midwest Veterinary Partners, LLC(5)	One stop	L + 4.75%		N/A(6)	07/2025	—		(51)		—		(52)
PPV Intermediate Holdings II, LLC	One stop	L + 5.00%	(c)	7.56%	05/2020	2,309		2,398		0.1		2,309
PPV Intermediate Holdings II, LLC	One stop	N/A		7.90% PIK	05/2023	22		23		—		22
PPV Intermediate Holdings II, LLC	One stop	P + 4.00%	(f)	9.00%	05/2023	18		17		—		18
Ruby Slipper Cafe LLC, The*	One stop	L + 7.50%	(c)	9.60%	01/2023	1,084		1,080		0.1		1,084
Ruby Slipper Cafe LLC, The	One stop	L + 7.50%	(c)	9.60%	01/2023	602		620		—		602
Ruby Slipper Cafe LLC, The	One stop	L + 7.50%	(c)	9.60%	01/2023	10		10		—		10

See Notes to Consolidated Financial Statements.

51

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Personal, Food and Miscellaneous Services - (continued)
Southern Veterinary Partners, LLC*	One stop	L + 5.50%	(a)	7.54%	05/2025	$	5,388	$	5,410	0.2	%	$	5,388
Southern Veterinary Partners, LLC*	One stop	L + 5.50%	(a)	7.54%	05/2025	3,799		3,959		0.2		3,799
Southern Veterinary Partners, LLC#!~	One stop	L + 5.50%	(a)	7.54%	05/2025	2,358		2,454		0.1		2,358
Southern Veterinary Partners, LLC	One stop	L + 5.50%	(c)	7.54%	05/2025	2,207		2,205		0.1		2,207
Southern Veterinary Partners, LLC*	One stop	L + 5.50%	(a)	7.54%	05/2025	2,068		2,152		0.1		2,068
Southern Veterinary Partners, LLC	One stop	L + 5.50%	(a)	7.54%	05/2025	1,626		1,693		0.1		1,626
Southern Veterinary Partners, LLC	One stop	L + 5.50%	(a)	7.54%	05/2025	1,518		1,581		0.1		1,518
Southern Veterinary Partners, LLC	One stop	L + 5.50%	(a)	7.54%	05/2025	1,514		1,576		0.1		1,514
Southern Veterinary Partners, LLC#!~	One stop	L + 5.50%	(a)	7.54%	05/2025	1,291		1,344		0.1		1,291
Southern Veterinary Partners, LLC*	One stop	L + 5.50%	(a)	7.54%	05/2025	1,198		1,246		0.1		1,198
Southern Veterinary Partners, LLC*	One stop	L + 5.50%	(a)	7.54%	05/2025	1,094		1,140		0.1		1,094
Southern Veterinary Partners, LLC*	One stop	L + 5.50%	(a)	7.54%	05/2025	920		958		—		920
Southern Veterinary Partners, LLC*	One stop	L + 5.50%	(a)	7.54%	05/2025	818		853		—		818
Southern Veterinary Partners, LLC(5)	One stop	L + 5.50%		N/A(6)	05/2023	—		(1)		—		—
Southern Veterinary Partners, LLC(5)	One stop	L + 5.50%		N/A(6)	05/2025	—		(1)		—		—
Veterinary Specialists of North America, LLC*	Senior loan	L + 4.25%	(a)	6.29%	04/2025	42,076		43,803		1.9		42,076
Veterinary Specialists of North America, LLC	Senior loan	L + 4.25%	(a)	6.29%	04/2025	1,459		1,522		0.1		1,459
Veterinary Specialists of North America, LLC(5)	Senior loan	L + 4.25%		N/A(6)	04/2025	—		(3)		—		—
Veterinary Specialists of North America, LLC(5)	Senior loan	L + 4.25%		N/A(6)	04/2025	—		(7)		—		—
Wetzel's Pretzels, LLC*	One stop	L + 6.75%	(a)	8.79%	09/2021	17,023		17,316		0.8		17,023
Wetzel's Pretzels, LLC	One stop	L + 6.75%	(a)	8.79%	09/2021	60		61		—		60
						206,933		211,396		9.5		205,009
Printing and Publishing
Brandmuscle, Inc.^	Senior loan	L + 5.00%	(c)	7.10%	12/2021	1,139		1,163		0.1		1,145
Messenger, LLC#+!~	One stop	L + 6.00%	(a)(f)	8.05%	08/2023	9,145		9,255		0.4		9,053
Messenger, LLC	One stop	P + 5.00%	(f)	10.00%	08/2023	36		37		—		36
Messenger, LLC(5)	One stop	L + 6.00%		N/A(6)	08/2023	—		(3)		—		(3)
						10,320		10,452		0.5		10,231
Retail Stores
2nd Ave. LLC	One stop	L + 5.50%	(c)	7.65%	09/2025	5,959		5,856		0.3		5,900
2nd Ave. LLC(5)	One stop	L + 5.50%		N/A(6)	09/2025	—		—		—		(1)
Batteries Plus Holding Corporation	One stop	L + 6.75%	(a)	8.79%	07/2022	22,424		22,782		1.0		22,424
Batteries Plus Holding Corporation(5)	One stop	L + 6.75%		N/A(6)	07/2022	—		(1)		—		—
Boot Barn, Inc.#+!~	Senior loan	L + 4.50%	(c)	6.60%	06/2023	7,596		7,770		0.3		7,596
Cycle Gear, Inc.^+	One stop	L + 5.00%	(c)	7.32%	01/2021	17,784		18,023		0.8		17,784
Cycle Gear, Inc.^	One stop	L + 5.00%	(c)	7.32%	01/2021	1,295		1,325		0.1		1,295
DTLR, Inc.^*+	One stop	L + 6.50%	(c)	8.77%	08/2022	41,813		42,484		1.9		41,813
Elite Sportswear, L.P.	Senior loan	L + 6.25%	(c)	8.35%	12/2021	6,297		6,179		0.3		5,919
Elite Sportswear, L.P.	Senior loan	L + 6.25%	(c)	8.35%	12/2021	2,532		2,485		0.1		2,380
Elite Sportswear, L.P.	Senior loan	L + 6.25%	(c)	8.35%	12/2021	1,303		1,280		0.1		1,225
Elite Sportswear, L.P.*	Senior loan	L + 6.25%	(c)	8.35%	12/2021	427		421		—		402
Elite Sportswear, L.P.	Senior loan	L + 6.25%	(c)	8.49%	12/2021	252		241		—		205
Elite Sportswear, L.P.	Senior loan	L + 6.25%	(c)	8.35%	12/2021	198		194		—		186
Elite Sportswear, L.P.*	Senior loan	L + 6.25%	(c)	8.35%	12/2021	189		186		—		177
Elite Sportswear, L.P.	Senior loan	L + 6.25%	(c)	8.49%	12/2021	7		7		—		6
Feeders Supply Company, LLC	One stop	L + 5.75%	(a)	7.79%	04/2021	8,723		8,880		0.4		8,723
Feeders Supply Company, LLC	Subordinated debt	N/A		12.50% cash/7.00% PIK	04/2021	138		140		—		138

See Notes to Consolidated Financial Statements.

52

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Retail Stores - (continued)
Feeders Supply Company, LLC	One stop	L + 5.75%		N/A(6)	04/2021	—		—		—		—
Jet Equipment & Tools Ltd.#+!~(8)(9)(12)	One stop	L + 5.75%	(a)	7.70%	11/2024	18,139		18,485		0.8		18,072
Jet Equipment & Tools Ltd.*(8)(12)	One stop	L + 5.75%	(a)	7.79%	11/2024	12,490		12,787		0.6		12,490
Jet Equipment & Tools Ltd.#+!~(8)(12)	One stop	L + 5.75%	(a)	7.79%	11/2024	4,349		4,437		0.2		4,349
Jet Equipment & Tools Ltd.(5)(8)(9)(12)	One stop	L + 5.75%		N/A(6)	11/2024	—		(1)		—		—
Marshall Retail Group LLC, The^*	One stop	L + 6.00%	(c)	8.32%	08/2020	14,935		15,047		0.7		14,935
Marshall Retail Group LLC, The	One stop	L + 6.00%	(c)(f)	8.15%	08/2020	830		834		—		830
Mills Fleet Farm Group LLC^*#+!~	One stop	L + 6.25%	(c)	8.29%	10/2024	43,924		44,154		1.9		41,729
Pet Holdings ULC^*+(8)(12)	One stop	L + 5.50%	(c)	7.82%	07/2022	46,974		48,263		2.1		46,974
Pet Holdings ULC^*(8)(12)	One stop	L + 5.50%	(c)	7.82%	07/2022	228		231		—		228
Pet Holdings ULC(5)(8)(12)	One stop	L + 5.50%		N/A(6)	07/2022	—		(2)		—		—
Pet Supplies Plus, LLC*+	Senior loan	L + 4.50%	(a)	6.54%	12/2024	14,326		14,615		0.6		14,326
Pet Supplies Plus, LLC(5)	Senior loan	L + 4.50%		N/A(6)	12/2023	—		(1)		—		—
PetPeople Enterprises, LLC^	One stop	L + 5.00%	(a)	7.33%	09/2023	5,407		5,488		0.2		5,407
PetPeople Enterprises, LLC	One stop	L + 5.00%	(a)	7.33%	09/2023	1,098		1,145		0.1		1,098
PetPeople Enterprises, LLC	One stop	L + 5.00%	(a)	7.33%	09/2023	90		91		—		90
Sola Franchise, LLC and Sola Salon Studios, LLC	One stop	L + 5.25%	(c)	7.35%	10/2024	7,034		7,054		0.3		7,034
Sola Franchise, LLC and Sola Salon Studios, LLC	One stop	L + 5.25%	(c)	7.35%	10/2024	1,725		1,797		0.1		1,725
Sola Franchise, LLC and Sola Salon Studios, LLC	One stop	L + 5.25%		N/A(6)	10/2024	—		—		—		—
Sola Franchise, LLC and Sola Salon Studios, LLC(5)	One stop	L + 5.25%		N/A(6)	10/2024	—		(1)		—		—
Vermont Aus Pty Ltd#!~(8)(9)(11)	One stop	L + 5.75%	(c)	6.75%	12/2024	2,201		2,226		0.1		2,151
Vermont Aus Pty Ltd(8)(9)(11)	One stop	L + 5.75%	(c)	6.75%	12/2024	26		27		—		26
						290,713		294,928		13.0		287,636
Telecommunications
NetMotion Wireless Holdings, Inc.^*	One stop	L + 6.25%	(c)	8.35%	10/2021	11,627		11,832		0.5		11,627
NetMotion Wireless Holdings, Inc.	One stop	L + 6.25%		N/A(6)	10/2021	—		—		—		—
						11,627		11,832		0.5		11,627
Textiles and Leather
SHO Holding I Corporation#!~	Senior loan	L + 5.00%	(c)	7.26%	10/2022	4,066		4,052		0.2		3,903
SHO Holding I Corporation	Senior loan	L + 4.00%	(c)	6.31%	10/2021	30		28		—		24
						4,096		4,080		0.2		3,927
Utilities
Arcos, LLC#!~	One stop	L + 5.75%	(c)	7.85%	02/2021	15,833		16,126		0.7		15,833
Arcos, LLC	One stop	L + 5.75%		N/A(6)	02/2021	—		—		—		—
						15,833		16,126		0.7		15,833
Total non-controlled/non-affiliate company debt investments						$	4,124,068	$	4,173,241	183.2	%	$	4,073,336
Equity Investments (13)(14)
Aerospace and Defense
NTS Technical Systems	Common Stock	N/A		N/A	N/A	2		$	1,506	—	%	$	509
NTS Technical Systems	Preferred stock	N/A		N/A	N/A	—		256		—		378
NTS Technical Systems	Preferred stock	N/A		N/A	N/A	—		128		—		213
Whitcraft LLC	Common Stock	N/A		N/A	N/A	11		2,285		0.1		2,845
								4,175		0.1		3,945
Automobile
Grease Monkey International, LLC	LLC units	N/A		N/A	N/A	803		1,304		0.1		1,741
Polk Acquisition Corp.	LP interest	N/A		N/A	N/A	5		314		—		220

See Notes to Consolidated Financial Statements.

53

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)	Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)	Amortized Cost		Percentage of Net Assets		Fair Value(4)
Automobile - (continued)
Quick Quack Car Wash Holdings, LLC	LLC units	N/A	N/A	N/A	—	$	508	—	%	$	528
						2,126		0.1		2,489
Beverage, Food and Tobacco
Benihana, Inc.	LLC units	N/A	N/A	N/A	43	699		0.1		960
C. J. Foods, Inc.	Preferred stock	N/A	N/A	N/A	—	75		—		577
Cafe Rio Holding, Inc.	Common Stock	N/A	N/A	N/A	5	603		—		650
Global ID Corporation	LLC interest	N/A	N/A	N/A	5	603		—		694
Hopdoddy Holdings, LLC	LLC units	N/A	N/A	N/A	44	217		—		211
Hopdoddy Holdings, LLC	LLC units	N/A	N/A	N/A	20	61		—		60
Mendocino Farms, LLC	Common Stock	N/A	N/A	N/A	169	770		0.1		739
Purfoods, LLC	LLC units	N/A	N/A	N/A	736	1,222		0.1		1,667
Rubio's Restaurants, Inc.	Preferred stock	N/A	N/A	N/A	2	945		0.1		985
Wood Fired Holding Corp.	LLC units	N/A	N/A	N/A	437	444		—		431
Wood Fired Holding Corp.	LLC units	N/A	N/A	N/A	437	—		—		—
						5,639		0.4		6,974
Buildings and Real Estate
Brooks Equipment Company, LLC	Common Stock	N/A	N/A	N/A	10	1,021		0.1		2,376
Paradigm DKD Group, LLC+	LLC units	N/A	N/A	N/A	1,041	—		—		—
Paradigm DKD Group, LLC+	LLC units	N/A	N/A	N/A	184	70		—		67
Paradigm DKD Group, LLC+	LLC units	N/A	N/A	N/A	37	—		—		—
						1,091		0.1		2,443
Chemicals, Plastics and Rubber
Flexan, LLC	Common Stock	N/A	N/A	N/A	1	—		—		—
Flexan, LLC	Preferred stock	N/A	N/A	N/A	—	137		—		146
Inhance Technologies Holdings LLC	LLC units	N/A	N/A	N/A	—	124		—		97
						261		—		243
Diversified/Conglomerate Manufacturing
Inventus Power, Inc.	Preferred stock	N/A	N/A	N/A	1	372		—		5
Inventus Power, Inc.	Common Stock	N/A	N/A	N/A	1	—		—		—
Inventus Power, Inc.	LLC units	N/A	N/A	N/A	—	88		—		80
Inventus Power, Inc.	Preferred stock	N/A	N/A	N/A	—	20		—		23
Reladyne, Inc.	LP interest	N/A	N/A	N/A	1	931		0.1		1,279
						1,411		0.1		1,387
Diversified/Conglomerate Service
Accela, Inc.	LLC units	N/A	N/A	N/A	670	418		—		208
Agility Recovery Solutions Inc.	Preferred stock	N/A	N/A	N/A	97	604		0.1		815
Astute Holdings, Inc.	LP interest	N/A	N/A	N/A	—	294		—		348
Calabrio, Inc.	Common Stock	N/A	N/A	N/A	26	205		—		200
Caliper Software, Inc.	Common Stock	N/A	N/A	N/A	221	283		—		322
Caliper Software, Inc.	Preferred stock	N/A	N/A	N/A	3	2,734		0.1		2,862
Caliper Software, Inc.	Preferred stock	N/A	N/A	N/A	—	36		—		38
Centrify Corporation	LP interest	N/A	N/A	N/A	263	—		—		—
Centrify Corporation	LP interest	N/A	N/A	N/A	1	691		—		613
Cloudbees, Inc.	Warrant	N/A	N/A	N/A	93	181		—		239
Cloudbees, Inc.	Preferred stock	N/A	N/A	N/A	71	466		—		455
Confluence Technologies, Inc.	LLC interest	N/A	N/A	N/A	2	286		—		347
Connexin Software, Inc.	LLC interest	N/A	N/A	N/A	154	192		—		217
Digital Guardian, Inc.	Preferred stock	N/A	N/A	N/A	3,562	434		—		419

See Notes to Consolidated Financial Statements.

54

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)	Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)	Amortized Cost		Percentage of Net Assets		Fair Value(4)
Diversified/Conglomerate Service - (continued)
Digital Guardian, Inc.	Warrant	N/A	N/A	N/A	1,218	$	225	—	%	$	227
Digital Guardian, Inc.	Preferred stock	N/A	N/A	N/A	738	142		—		142
Digital Guardian, Inc.	Warrant	N/A	N/A	N/A	124	33		—		40
DISA Holdings Acquisition Subsidiary Corp.	Common Stock	N/A	N/A	N/A	—	154		—		426
GS Acquisitionco, Inc.(15)	LP interest	N/A	N/A	N/A	2	291		—		371
HealthcareSource HR, Inc.	LLC interest	N/A	N/A	N/A	—	621		—		810
Hydraulic Authority III Limited(8)(9)(10)	Preferred stock	N/A	N/A	N/A	284	386		—		382
Hydraulic Authority III Limited(8)(9)(10)	Common Stock	N/A	N/A	N/A	6	43		—		77
Internet Truckstop Group LLC	LP interest	N/A	N/A	N/A	408	447		—		438
Kareo, Inc.	Warrant	N/A	N/A	N/A	53	162		—		4
Kareo, Inc.	Warrant	N/A	N/A	N/A	5	6		—		11
Kareo, Inc.	Preferred stock	N/A	N/A	N/A	1	8		—		7
Maverick Bidco Inc.	LLC units	N/A	N/A	N/A	2	723		—		464
MetricStream, Inc.	Warrant	N/A	N/A	N/A	168	263		—		256
MMan Acquisition Co.	Common Stock	N/A	N/A	N/A	—	927		0.1		1,306
Namely, Inc.	Warrant	N/A	N/A	N/A	17	28		—		28
Net Health Acquisition Corp.	LP interest	N/A	N/A	N/A	1	1,440		0.1		1,437
Nexus Brands Group, Inc.	LP interest	N/A	N/A	N/A	—	444		—		439
Personify, Inc.	LLC units	N/A	N/A	N/A	639	828		0.1		950
Pride Midco, Inc.	Preferred stock	N/A	N/A	N/A	2	2,594		0.1		2,676
Project Alpha Intermediate Holding, Inc.	Common Stock	N/A	N/A	N/A	202	329		—		636
Project Alpha Intermediate Holding, Inc.	Common Stock	N/A	N/A	N/A	1	964		0.1		1,069
Property Brands, Inc.	LLC units	N/A	N/A	N/A	63	766		0.1		839
RegEd Aquireco, LLC	LP interest	N/A	N/A	N/A	3	21		—		24
RegEd Aquireco, LLC	LP interest	N/A	N/A	N/A	—	316		—		320
SnapLogic, Inc.	Preferred stock	N/A	N/A	N/A	184	458		—		458
SnapLogic, Inc.	Warrant	N/A	N/A	N/A	69	27		—		27
Vendavo, Inc.	Preferred stock	N/A	N/A	N/A	1,017	1,017		0.1		1,646
Verisys Corporation	Common Stock	N/A	N/A	N/A	579	712		—		786
Vitalyst, LLC	Equity	N/A	N/A	N/A	1	7		—		—
Vitalyst, LLC	Preferred stock	N/A	N/A	N/A	—	61		—		65
Workforce Software, LLC	Common Stock	N/A	N/A	N/A	—	973		0.1		939
Xmatters, Inc. and Alarmpoint, Inc.	Preferred stock	N/A	N/A	N/A	474	494		—		534
Xmatters, Inc. and Alarmpoint, Inc.	Warrant	N/A	N/A	N/A	84	64		—		59
Xmatters, Inc. and Alarmpoint, Inc.	Preferred stock	N/A	N/A	N/A	20	26		—		31
						22,824		1.0		25,007
Ecological
Pace Analytical Services, LLC	Common Stock	N/A	N/A	N/A	6	700		0.1		781
Electronics
Appriss Holdings, Inc.	Preferred stock	N/A	N/A	N/A	—	173		—		172
Diligent Corporation	Preferred stock	N/A	N/A	N/A	414	1,609		0.1		1,777
Episerver, Inc.	Common Stock	N/A	N/A	N/A	76	807		0.1		813
Project Silverback Holdings Corp.	Preferred stock	N/A	N/A	N/A	3	6		—		—
SEI, Inc.	LLC units	N/A	N/A	N/A	547	819		0.1		1,402
Silver Peak Systems, Inc.	Warrant	N/A	N/A	N/A	67	27		—		26
Sloan Company, Inc., The	LLC units	N/A	N/A	N/A	2	13		—		—

See Notes to Consolidated Financial Statements.

55

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)	Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)	Amortized Cost		Percentage of Net Assets		Fair Value(4)
Electronics - (continued)
Sloan Company, Inc., The	LLC units	N/A	N/A	N/A	—	$	152	—	%	$	—
						3,606		0.3		4,190
Healthcare, Education and Childcare
Active Day, Inc.	LLC interest	N/A	N/A	N/A	1	1,021		0.1		774
Acuity Eyecare Holdings, LLC	LLC units	N/A	N/A	N/A	1,158	1,334		0.1		1,212
ADCS Clinics Intermediate Holdings, LLC	Preferred stock	N/A	N/A	N/A	1	1,119		0.1		1,018
ADCS Clinics Intermediate Holdings, LLC	Common Stock	N/A	N/A	N/A	—	6		—		—
Aris Teleradiology Company, LLC	Preferred stock	N/A	N/A	N/A	5	—		—		—
Aris Teleradiology Company, LLC	Common Stock	N/A	N/A	N/A	2	—		—		—
Aris Teleradiology Company, LLC	Preferred stock	N/A	N/A	N/A	—	—		—		—
Aspen Medical Products, LLC	Common Stock	N/A	N/A	N/A	—	77		—		75
BIO18 Borrower, LLC	LLC interest	N/A	N/A	N/A	591	1,190		0.1		1,272
BIOVT, LLC	LLC units	N/A	N/A	N/A	—	1,223		0.1		1,663
CMI Parent Inc.	LLC units	N/A	N/A	N/A	2	3		—		3
CMI Parent Inc.	LLC units	N/A	N/A	N/A	—	240		—		232
CRH Healthcare Purchaser, Inc.	LP interest	N/A	N/A	N/A	429	469		—		482
DCA Investment Holding, LLC	LLC units	N/A	N/A	N/A	13,890	1,619		0.1		1,908
DCA Investment Holding, LLC	LLC units	N/A	N/A	N/A	140	218		—		528
Deca Dental Management LLC	LLC units	N/A	N/A	N/A	1,008	1,278		0.1		1,358
Dental Holdings Corporation	LLC units	N/A	N/A	N/A	1,277	891		—		185
Elite Dental Partners LLC	Common Stock	N/A	N/A	N/A	—	737		—		666
Encore GC Acquisition, LLC(15)	LLC units	N/A	N/A	N/A	26	272		—		278
Encore GC Acquisition, LLC	LLC units	N/A	N/A	N/A	26	52		—		160
ERG Buyer, LLC	LLC units	N/A	N/A	N/A	8	4		—		—
ERG Buyer, LLC	LLC units	N/A	N/A	N/A	1	661		—		510
Eyecare Services Partners Holdings LLC	LLC units	N/A	N/A	N/A	—	262		—		171
Eyecare Services Partners Holdings LLC	LLC units	N/A	N/A	N/A	—	1		—		—
G & H Wire Company, Inc.	LLC interest	N/A	N/A	N/A	336	269		—		207
IntegraMed America, Inc.	LLC interest	N/A	N/A	N/A	—	417		—		64
Joerns Healthcare, LLC^*	Common Stock	N/A	N/A	N/A	123	2,852		0.1		1,207
Katena Holdings, Inc.	LLC units	N/A	N/A	N/A	1	573		—		514
Krueger-Gilbert Health Physics, LLC	LLC interest	N/A	N/A	N/A	136	152		—		156
Lombart Brothers, Inc.	Common Stock	N/A	N/A	N/A	1	440		—		559
MD Now Holdings, Inc.	LLC units	N/A	N/A	N/A	15	153		—		152
MWD Management, LLC & MWD Services, Inc.	LLC interest	N/A	N/A	N/A	412	335		—		282
Oliver Street Dermatology Holdings, LLC	LLC units	N/A	N/A	N/A	452	234		—		—
Pentec Acquisition Sub, Inc.	Preferred stock	N/A	N/A	N/A	1	116		—		106
Pinnacle Treatment Centers, Inc.	Common Stock	N/A	N/A	N/A	5	74		—		140
Pinnacle Treatment Centers, Inc.	Preferred stock	N/A	N/A	N/A	—	528		—		574
Radiology Partners, Inc.	LLC units	N/A	N/A	N/A	43	55		—		327
Radiology Partners, Inc.	LLC units	N/A	N/A	N/A	11	68		—		83
RXH Buyer Corporation	LP interest	N/A	N/A	N/A	11	973		—		705
Sage Dental Management, LLC	LLC units	N/A	N/A	N/A	3	3		—		—
Sage Dental Management, LLC	LLC units	N/A	N/A	N/A	—	249		—		5
SLMP, LLC	LLC units	N/A	N/A	N/A	668	789		0.1		843
Spear Education, LLC	LLC units	N/A	N/A	N/A	1	1		—		38
Spear Education, LLC	LLC units	N/A	N/A	N/A	—	62		—		82
SSH Corpration	Common Stock	N/A	N/A	N/A	—	40		—		143

See Notes to Consolidated Financial Statements.

56

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)	Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)	Amortized Cost		Percentage of Net Assets		Fair Value(4)
Healthcare, Education and Childcare - (continued)
Summit Behavioral Healthcare, LLC(15)	LLC interest	N/A	N/A	N/A	2	$	98	—	%	$	50
Summit Behavioral Healthcare, LLC	LLC interest	N/A	N/A	N/A	2	—		—		—
Surgical Information Systems, LLC(15)	Common Stock	N/A	N/A	N/A	4	414		—		505
WHCG Management, LLC	LLC units	N/A	N/A	N/A	1	414		—		287
						21,986		0.9		19,524
Insurance
Captive Resources Midco, LLC(15)	LLC units	N/A	N/A	N/A	388	—		—		436
Orchid Underwriters Agency, LLC	LP interest	N/A	N/A	N/A	78	90		—		96
						90		—		532
Leisure, Amusement, Motion Pictures, Entertainment
LMP TR Holdings, LLC	LLC units	N/A	N/A	N/A	712	712		0.1		1,478
PADI Holdco, Inc.	LLC units	N/A	N/A	N/A	1	1,073		0.1		1,114
WBZ Investment LLC	LLC interest	N/A	N/A	N/A	68	117		—		122
WBZ Investment LLC	LLC interest	N/A	N/A	N/A	46	80		—		84
WBZ Investment LLC	LLC interest	N/A	N/A	N/A	38	65		—		69
WBZ Investment LLC	LLC interest	N/A	N/A	N/A	33	58		—		60
WBZ Investment LLC	LLC interest	N/A	N/A	N/A	14	24		—		26
WBZ Investment LLC	LLC interest	N/A	N/A	N/A	1	2		—		2
						2,131		0.2		2,955
Personal and Non Durable Consumer Products (Mfg. Only)
Georgica Pine Clothiers, LLC(15)	LLC units	N/A	N/A	N/A	20	291		—		389
Massage Envy, LLC	LLC interest	N/A	N/A	N/A	749	210		0.1		1,776
						501		0.1		2,165
Personal, Food and Miscellaneous Services
Blue River Pet Care, LLC	LLC units	N/A	N/A	N/A	—	76		—		74
Captain D's, LLC	LLC interest	N/A	N/A	N/A	158	156		—		147
Clarkson Eyecare LLC	LLC units	N/A	N/A	N/A	—	275		—		263
Community Veterinary Partners, LLC	Common Stock	N/A	N/A	N/A	4	597		—		730
Midwest Veterinary Partners, LLC	LLC units	N/A	N/A	N/A	6	—		—		—
Midwest Veterinary Partners, LLC	LLC units	N/A	N/A	N/A	—	29		—		29
PPV Intermediate Holdings II, LLC	LLC units	N/A	N/A	N/A	208	198		—		197
R.G. Barry Corporation	Preferred stock	N/A	N/A	N/A	—	161		—		120
Ruby Slipper Cafe LLC, The	LLC units	N/A	N/A	N/A	31	373		—		398
Southern Veterinary Partners, LLC	LLC units	N/A	N/A	N/A	147	188		—		409
Southern Veterinary Partners, LLC	LLC units	N/A	N/A	N/A	1	717		0.1		845
Wetzel's Pretzels, LLC	Common Stock	N/A	N/A	N/A	—	416		—		507
						3,186		0.1		3,719
Printing and Publishing
Brandmuscle, Inc.	LLC interest	N/A	N/A	N/A	—	335		—		196
Retail Stores
2nd Ave. LLC	LP interest	N/A	N/A	N/A	653	653		—		653
Batteries Plus Holding Corporation	LP interest	N/A	N/A	N/A	10	1,287		0.1		1,483
Cycle Gear, Inc.	LLC units	N/A	N/A	N/A	27	462		—		662
DTLR, Inc.	LLC interest	N/A	N/A	N/A	4	411		0.1		835
Elite Sportswear, L.P.	LLC interest	N/A	N/A	N/A	—	165		—		—
Feeders Supply Company, LLC	Preferred stock	N/A	N/A	N/A	4	400		—		413
Feeders Supply Company, LLC	Common Stock	N/A	N/A	N/A	—	—		—		—
Jet Equipment & Tools Ltd.(8)(9)(12)	LLC units	N/A	N/A	N/A	1	946		0.1		1,097

See Notes to Consolidated Financial Statements.

57

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Retail Stores - (continued)
Marshall Retail Group LLC, The	LLC units	N/A		N/A	N/A	15		$	154	—	%	$	149
Paper Source, Inc.	Common Stock	N/A		N/A	N/A	8		1,387		—		363
Pet Holdings ULC(8)(12)	LP interest	N/A		N/A	N/A	677		483		—		282
Pet Supplies Plus, LLC	LLC units	N/A		N/A	N/A	144		181		—		205
Sola Franchise, LLC and Sola Salon Studios, LLC	LLC units	N/A		N/A	N/A	4		496		—		567
Sola Franchise, LLC and Sola Salon Studios, LLC	LLC units	N/A		N/A	N/A	1		101		—		118
								7,126		0.3		6,827
Total non-controlled/affiliate company equity investments								$	77,188	3.8	%	$	83,377
Total non-controlled/non-affiliate company investments						$	4,124,068	$	4,250,429	187.0	%	$	4,156,713
Non-controlled affiliate company investments(16)
Debt investments
Beverage, Food and Tobacco
Uinta Brewing Company^+(7)(8)	One stop	L + 4.00%	(a)	6.04%	08/2021	$	962	$	928	—	%	$	793
Uinta Brewing Company(7)(8)	One stop	L + 4.00%	(a)(c)	6.04%	08/2021	192		188		—		170
						1,154		1,116		—		963
Diversified/Conglomerate Service
Switchfly LLC(8)	One stop	L + 3.00%	(c)	5.32%	10/2023	5,363		5,142		0.2		4,827
Switchfly LLC(8)	One stop	L + 3.00%	(c)	5.32%	10/2023	447		430		—		403
Switchfly LLC(8)	One stop	L + 3.00%	(c)	5.32%	10/2023	34		33		—		30
Switchfly LLC(8)	One stop	L + 8.50%		N/A(6)	10/2023	—		—		—		—
						5,844		5,605		0.2		5,260
Mining, Steel, Iron and Non-Precious Metals
Benetech, Inc.+(8)	One stop	L + 11.00%	(a)	11.04% cash/2.00% PIK	05/2020	4,249		4,222		0.2		3,398
Benetech, Inc.(8)	One stop	P + 9.75%	(a)(f)	12.61% cash/2.00% PIK	05/2020	581		572		—		341
						4,830		4,794		0.2		3,739
Total non-controlled affiliate company debt investments						$	11,828	$	11,515	0.4	%	$	9,962
Equity Investments (13)(14)
Beverage, Food and Tobacco
Uinta Brewing Company(8)	Common Stock	N/A		N/A	N/A	153		17		—		82
Diversified/Conglomerate Service
Switchfly LLC(8)	LLC units	N/A		N/A	N/A	3,418		2,322		0.1		2,523
Mining, Steel, Iron and Non-Precious Metals
Benetech, Inc.(8)	LLC interest	N/A		N/A	N/A	59		—		—		8
Benetech, Inc.(8)	LLC interest	N/A		N/A	N/A	59		—		—		—
								—		—		8
Total non-controlled affiliate company equity investments								$	2,339	0.1	%	$	2,613
Total non-controlled affiliate company investments						$	11,828	$	13,854	0.5	%	$	12,575

See Notes to Consolidated Financial Statements.

58

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

	Investment Type	Spread Above Index(1)	Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value(4)
Controlled affiliate company investments(17)
Equity Investments
Investment Funds and Vehicles
GCIC Senior Loan Fund LLC(8)(18)	LLC interest	N/A	N/A	N/A	48,356		$	52,605	2.2	%	$	49,258
Senior Loan Fund LLC(8)(18)	LLC interest	N/A	N/A	N/A	74,882		74,882		3.4		74,386
Total controlled affiliate equity investments							$	127,487	5.6	%	$	123,644
Total investments					$	4,135,896	$	4,391,770	193.1	%	$	4,292,932
Cash and cash equivalents, foreign currencies, restricted cash and cash equivalents, and restricted foreign currencies
BlackRock Liquidity Funds T-Fund Institutional Shares (CUSIP 09248U718)			1.81% (19)				9,963		0.4		9,963
Total cash and cash equivalents, foreign currencies, restricted cash and cash equivalents, and restricted foreign currencies							$	9,963	0.4	%	$	9,963
Total investments and cash, cash equivalents, and restricted cash and cash equivalents							$	4,401,733	193.5	%	$	4,302,895

^	Denotes that all or a portion of the loan secures the notes offered in the 2014 Debt Securitization (as defined in Note 7).
*	Denotes that all or a portion of the loan secures the notes offered in the 2018 Debt Securitization (as defined in Note 7).
#	Denotes that all or a portion of the loan secures the notes offered in the GCIC 2018 Debt Securitization (as defined in Note 7).
+	Denotes that all or a portion of the loan collateralizes the WF Credit Facility (as defined in Note 7).
!	Denotes that all or a portion of the loan collateralizes the DB Credit Facility (as defined in Note 7).
~	Denotes that all or a portion of the loan collateralizes the MS Credit Facility II (as defined in Note 7).

⁽¹⁾The majority of the investments bear interest at a rate that is permitted to be determined by reference to LIBOR denominated in U.S. dollars or GBP, EURIBOR or Prime (“P”) and which reset daily, monthly, quarterly, semiannually, or annually. For each, the Company has provided the spread over LIBOR, EURIBOR or Prime and the weighted average current interest rate in effect as of September 30, 2019. Certain investments are subject to a LIBOR, EURIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. Listed below are the index rates as of September 30, 2019, which was the last business day of the period on which LIBOR or EURIBOR was determined. The actual index rate for each loan listed may not be the applicable index rate outstanding as of September 30, 2019, as the loan may have priced or repriced based on an index rate prior to September 30, 2019.

^(a) Denotes that all or a portion of the loan was indexed to the 30-day LIBOR, which was 2.02% as of September 30, 2019.

^(b) Denotes that all or a portion of the loan was indexed to the 60-day LIBOR, which was 2.07% as of September 30, 2019.

^(c) Denotes that all or a portion of the loan was indexed to the 90-day LIBOR, which was 2.09% as of September 30, 2019.

^(d) Denotes that all or a portion of the loan was indexed to the 180-day LIBOR, which was 2.06% as of September 30, 2019.

^(e) Denotes that all or a portion of the loan was indexed to the 360-day LIBOR, which was 2.03% as of September 30, 2019.

^(f) Denotes that all or a portion of the loan was indexed to the Prime rate, which was 5.00% as of September 30, 2019.

^(g) Denotes that all or a portion of the loan was indexed to the 90-day EURIBOR, which was -0.44% as of September 30, 2019.

^(h) Denotes that all or a portion of the loan was indexed to the 30-day GBP LIBOR, which was 0.72% as of September 30, 2019.

⁽ⁱ⁾ Denotes that all or a portion of the loan was indexed to the 90-day GBP LIBOR, which was 0.76% as of September 30, 2019.

^(j) Denotes that all or a portion of the loan was indexed to the 180-day GBP LIBOR, which was 0.83% as of September 30, 2019.

⁽²⁾For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of September 30, 2019.

⁽³⁾The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.

⁽⁴⁾The fair value of the investment was valued using significant unobservable inputs. See Note 6. Fair Value Measurements.

⁽⁵⁾The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

⁽⁶⁾The entire commitment was unfunded as of September 30, 2019. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.

⁽⁷⁾Loan was on non-accrual status as of September 30, 2019, meaning that the Company has ceased recognizing interest income on the loan.

⁽⁸⁾The investment is treated as a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company can not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of September 30, 2019, total non-qualifying assets at fair value represented 7.8% of the Company's total assets calculated in accordance with the 1940 Act.

See Notes to Consolidated Financial Statements.

59

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Schedule of Investments - continued

September 30, 2019

(In thousands)

⁽⁹⁾Investment is denominated in foreign currency and is translated into U.S. dollars as of the valuation date or the date of the transaction. See Note 2. Significant Accounting Policies and Recent Accounting Updates - Foreign Currency Transactions.

⁽¹⁰⁾The headquarters of this portfolio company is located in the United Kingdom.

⁽¹¹⁾The headquarters of this portfolio company is located in Australia.

⁽¹²⁾The headquarters of this portfolio company is located in Canada.

⁽¹³⁾Equity investments are non-income producing securities unless otherwise noted.

⁽¹⁴⁾Ownership of certain equity investments occurs through a holding company or partnership.

⁽¹⁵⁾The Company holds an equity investment that entitles it to receive preferential dividends.

⁽¹⁶⁾As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns five percent or more of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the year ended September 30, 2019 were as follows:

Portfolio Company	Fair value as of September 30, 2018		Purchases (cost)(l)		Redemptions (cost)		Transfer in/out (cost)		Discount accretion		Net change in unrealized gain/(loss)		Fair value as of September 30, 2019		Net realized gain/(loss)		Interest and fee income		Dividend income
Benetech, Inc.	$	4,496	$	535	$	(385)	$	205	$	(40)	$	(1,064)	$	3,747	$	—	$	623	$	—
Switchfly LLC	2,788		408		—		4,983		(339)		(57)		7,783		—		139		—
Uinta Brewing Company(m)	—		155		—		1,023		(44)		(89)		1,045		—		—		—
Total Non-Controlled Affiliates	$	7,284	$	1,098	$	(385)	$	6,211	$	(423)	$	(1,210)	$	12,575	$	—	$	762	$	—

(l)	Purchases at cost includes amounts related to payment-in-kind (“PIK") interest capitalized and added to the principal balance of the respective loans.
(m)	During the three months ended March 31, 2019, the Company's ownership increased to over five percent of the portfolio company's voting securities.

⁽¹⁷⁾As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” of and “control” this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement) (“controlled affiliate”). Transactions related to investments in controlled affiliates for the year ended September 30, 2019 were as follows:

Portfolio Company	Fair value as of September 30, 2018		Purchases (cost)		Redemptions (cost)		Transfer in/out (cost)		Discount accretion		Net change in unrealized gain/(loss)		Fair value as of September 30, 2019		Net realized gain/(loss)		Interest and fee income		Dividend income
Senior Loan Fund LLC(n)	$	71,084	$	1,750	$	(2,275)	$	—	$	—	$	3,827	$	74,386	$	—	$	—	$	—
GCIC Senior Loan Fund LLC(o)	—		—		—		52,605		—		(3,347)		49,258		—		—		1,219
Total Controlled Affiliates	$	71,084	$	1,750	$	(2,275)	$	52,605	$	—	$	480	$	123,644	$	—	$	—	$	1,219

(n)

As of September 30, 2019, together with RGA Reinsurance Company (“RGA”), the Company co-invested through Senior Loan Fund (“SLF”). SLF was capitalized as transactions were completed and all portfolio and investment decisions in respect to SLF were approved by the SLF investment committee consisting of two representatives of the Company and RGA (with unanimous approval required from (i) one representative of each of the Company and RGA or (ii) both representatives of each of the Company and RGA). Therefore, although the Company owned more than 25% of the voting securities of SLF, the Company did not have sole control over significant actions of SLF for purposes of the 1940 Act or otherwise.

(o)

As of September 30, 2019, together with Aurora National Life Assurance Company (“Aurora”), the Company co-invested through GCIC Senior Loan Fund (“GCIC SLF”), following the acquisition of GCIC SLF in the merger with GCIC (described in Note 1). GCIC SLF was capitalized as transactions were completed and all portfolio and investment decisions in respect to GCIC SLF were approved by the GCIC SLF investment committee consisting of two representatives of the Company and Aurora (with unanimous approval required from (i) one representative of each of the Company and Aurora or (ii) both representatives of each of the Company and Aurora). Therefore, although the Company owned more than 25% of the voting securities of GCIC SLF, the Company did not have sole control over significant actions of GCIC SLF for purposes of the 1940 Act or otherwise.

⁽¹⁸⁾The Company generally receives quarterly profit distributions from its equity investments in SLF and GCIC SLF. For the year ended September 30, 2019, the Company did not receive a profit distribution from its equity investments in SLF. For its equity investment in GCIC SLF, the Company received $1,219 for the year ended September 30, 2019. See Note 4. Investments.

⁽¹⁹⁾The rate shown is the annualized seven-day yield as of September 30, 2019.

See Notes to Consolidated Financial Statements.

60

TABLE OF CONTENTS

Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Note 1. Organization

Golub Capital BDC, Inc. (“GBDC” and, collectively with its subsidiaries, the “Company”) is an externally managed, closed-end, non-diversified management investment company. GBDC has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, GBDC has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company’s investment strategy is to invest primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of U.S. middle-market companies. The Company also selectively invests in second lien and subordinated (a loan that ranks senior only to a borrower’s equity securities and ranks junior to all of such borrower’s other indebtedness in priority of payment) loans of, and warrants and minority equity securities in, U.S. middle-market companies. The Company has entered into the Investment Advisory Agreement (defined below) with GC Advisors LLC (the “Investment Adviser”), under which the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, the Company. Under an administration agreement (the “Administration Agreement”) the Company is provided with certain services by an administrator (the “Administrator”), which is currently Golub Capital LLC.

On September 16, 2019, the Company completed its acquisition of Golub Capital Investment Corporation (“GCIC”), a Maryland corporation, pursuant to that certain Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated as of November 27, 2018, by and among the Company, GCIC, Fifth Ave Subsidiary Inc., a Maryland corporation and wholly owned subsidiary of the Company (“Merger Sub”), the Investment Adviser, and, for certain limited purposes, the Administrator. Pursuant to the Merger Agreement, Merger Sub was first merged with and into GCIC, with GCIC as the surviving company (the “Initial Merger”), and, immediately following the Initial Merger, GCIC was then merged with and into the Company, with the Company as the surviving company (the Initial Merger and the subsequent merger, collectively, the “Merger”). Upon consummation of the Merger, the Company entered into the Third Amended and Restated Investment Advisory Agreement dated as of September 16, 2019 with the Investment Adviser (the “Investment Advisory Agreement”). The Investment Advisory Agreement replaced the Second Amended and Restated Investment Advisory Agreement by and between the Company and the Investment Adviser dated as of August 4, 2014 (the “Prior Investment Advisory Agreement”). Refer to Note 3 for more information on the Investment Advisory Agreement and the Prior Investment Advisory Agreement.

On January 1, 2020 the Company entered into a purchase agreement (the “Purchase Agreement”) with RGA Reinsurance Company (“RGA”), Aurora National Life Assurance Company (“Aurora”), Senior Loan Fund (“SLF”), and GCIC Senior Loan Fund LLC (“GCIC SLF”). Pursuant to the Purchase Agreement, RGA and Aurora (together the “Transferors”) agreed to sell their limited liability company (“LLC”) equity interests in SLF and GCIC SLF, respectively, to the Company, effective as of January 1, 2020. As a result of the Purchase Agreement, on January 1, 2020, SLF and GCIC SLF became wholly-owned subsidiaries of the Company and the capital commitments of the Transferors to SLF and GCIC SLF were terminated.

Note 2. Significant Accounting Policies and Recent Accounting Updates

Basis of presentation:  The Company is an investment company as defined in the accounting and reporting guidance under Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC Topic 946”).

The accompanying interim consolidated financial statements of the Company and related financial information have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for the interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, the consolidated financial statements reflect all adjustments and reclassifications consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented. All intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. The unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

financial statements and notes thereto in the Company’s Form 10-K for the year ended September 30, 2019, as filed with the U.S. Securities and Exchange Commission (the “SEC”).

Fair value of financial instruments:  The Company applies fair value to all of its financial instruments in accordance with ASC Topic 820 — Fair Value Measurement (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC Topic 820, the Company has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity-specific measure. Therefore, when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.

The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new, whether the product is traded on an active exchange or in the secondary market and the current market conditions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for financial instruments classified as Level 3.

Any changes to the valuation methodology are reviewed by management and the Company’s board of directors (the “Board”) to confirm that the changes are appropriate. As markets change, new products develop and the pricing for products becomes more or less transparent, the Company will continue to refine its valuation methodologies. See further description of fair value methodology in Note 6. Fair Value Measurements.

Use of estimates:  The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Consolidation:  As provided under Regulation S-X and ASC Topic 946, the Company will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries Golub Capital BDC 2010-1 Holdings LLC (“Holdings”), Golub Capital BDC 2010-1 LLC (“2010 Issuer”), Golub Capital BDC CLO 2014 LLC (“2014 Issuer”), Golub Capital BDC CLO III Depositor LLC (“2018 CLO Depositor”), Golub Capital BDC CLO III LLC (“2018 Issuer”), Golub Capital BDC Funding LLC (“Funding”), Golub Capital BDC Funding II LLC (“Funding II”), Golub Capital BDC Holdings, LLC (“BDC Holdings”), GC SBIC IV, L.P. (“SBIC IV”), GC SBIC V, L.P. (“SBIC V”), GC SBIC VI, L.P. (“SBIC VI”), GCIC Holdings LLC (“GCIC Holdings”), GCIC Funding LLC (“GCIC Funding”), GCIC CLO II Depositor LLC (“GCIC 2018 CLO Depositor”), GCIC CLO II LLC (“GCIC 2018 Issuer”), GCIC Funding II LLC (“GCIC Funding II”), SLF, Senior Loan Fund II LLC (“SLF II”), GCIC SLF and GCIC Senior Loan Fund II LLC (“GCIC SLF II”). Prior to January 1, 2020, the Company did not consolidate its non-controlling interests in SLF, SLF II, GCIC SLF and GCIC SLF II (collectively, the “Senior Loan Funds” or “SLFs”). See further description of the Company’s previous investments in the SLFs in Note 4. Investments.

Assets related to transactions that do not meet ASC Topic 860 requirements for accounting sale treatment are reflected in the Company’s Consolidated Statements of Financial Condition as investments. Those assets are owned by special purpose entities, including BDC Holdings, 2014 Issuer, 2018 Issuer, Funding, Funding II, GCIC Funding, GCIC Holdings, GCIC 2018 Issuer, GCIC Funding II, SLF II, and GCIC SLF II that are consolidated in the Company’s consolidated financial statements. The creditors of the special purpose entities have received security interests in such assets and such assets are not intended to be available to the creditors of GBDC (or any affiliate of GBDC).

Cash, cash equivalents and foreign currencies: Cash, cash equivalents and foreign currencies are highly liquid investments with an original maturity of three months or less at the date of acquisition. The Company deposits its

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

cash in financial institutions and, at times, such balances exceed the Federal Deposit Insurance Corporation insurance limits.

Restricted cash and cash equivalents and restricted foreign currencies:  Restricted cash and cash equivalents and restricted foreign currencies include amounts that are collected and are held by trustees who have been appointed as custodians of the assets securing certain of the Company’s financing transactions. Restricted cash and cash equivalents and restricted foreign currencies are held by the trustees for payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets. In addition, restricted cash, cash equivalents and restricted foreign currencies include amounts held within the Company’s small business investment company (“SBIC”) subsidiaries. The amounts held within the SBICs are generally restricted to the originations of new loans by the SBICs and the payment of U.S. Small Business Administration (“SBA”) debentures and related interest expense.

Foreign currency translation: The Company’s books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1)cash and cash equivalents, restricted cash and cash equivalents, fair value of investments, interest receivable, and other assets and liabilities—at the spot exchange rate on the last business day of the period; and

(2)purchases and sales of investments, income and expenses—at the exchange rates prevailing on the respective dates of such transactions.

Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Fluctuations arising from the translation of assets other than investments and liabilities are included with the net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.

Foreign security and currency transactions involve certain considerations and risks not typically associated with investing in U.S. companies. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Forward currency contracts: A forward currency contract is an obligation between two parties to purchase or sell a specific currency for an agreed-upon price at a future date. The Company utilized forward currency contracts to economically hedge the currency exposure associated with certain foreign-denominated investments. The use of forward currency contracts does not eliminate fluctuations in the price of the underlying securities the Company owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the exchange rates on the contract date and reporting date and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized gains (losses) and unrealized appreciation (depreciation) on the contracts are included in the Consolidated Statements of Operations. Unrealized appreciation (depreciation) on forward currency contracts is recorded on the Consolidated Statements of Financial Condition by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable.

The primary risks associated with forward currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks can exceed the amounts reflected in the Consolidated Statements of Financial Condition.

Refer to Note 5 for more information regarding the forward currency contracts.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Revenue recognition:

Investments and related investment income:  Interest income is accrued based upon the outstanding principal amount and contractual interest terms of debt investments.

Loan origination fees, original issue discount and market discount or premium are capitalized, and the Company accretes or amortizes such amounts over the life of the loan as interest income. For the three and six months ended March 31, 2020, interest income included $4,573 and $8,541, respectively, of accretion of discounts. For the three and six months ended March 31, 2019, interest income included $1,977 and $3,930, respectively, of accretion of discounts. For the three and six months ended March 31, 2020, the Company received loan origination fees of $2,530 and $6,825, respectively. For the three and six months ended March 31, 2019, the Company received loan origination fees of $1,604 and $4,652, respectively.

For investments with contractual PIK interest, which represents contractual interest accrued and added to the principal balance that generally becomes due at maturity, the Company will not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not collectible. For the three and six months ended March 31, 2020, the Company capitalized PIK interest of $3,015 and $4,648, respectively, into the principal balance of certain debt investments. For the three and six months ended March 31, 2019, the Company capitalized PIK interest of $308 and $851, respectively, into the principal balance of certain debt investments.

In addition, the Company generates revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, consulting fees and prepayment premiums on loans. The Company records these fees as fee income when earned. All other income is recorded into income when earned. For the three and six months ended March 31, 2020, fee income included $0 and $63, respectively, of prepayment premiums, which fees are non-recurring. For the three and six months ended March 31, 2019, fee income included $46 and $441, respectively, of prepayment premiums, which fees are non-recurring.

For the three and six months ended March 31, 2020, the Company received interest and fee income in cash, which excludes capitalized loan origination fees, in the amounts of $83,599 and $169,222, respectively. For the three and six months ended March 31, 2019, the Company received interest and fee income in cash, which excludes capitalized loan origination fees, in the amounts of $38,475 and $76,125, respectively.

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Each distribution received from LLC and limited partnership (“LP”) investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

For the three and six months ended March 31, 2020, excluding the Company's investment in LLC equity interests in the SLFs, the Company recorded dividend income of $146 and $180, respectively, and return of capital distributions, excluding the Company's investment in LLC equity interests in the SLFs, of $0 and $0, respectively. For the three and six months ended March 31, 2020, the Company recorded dividend income of $0 and $1,905, respectively, and return of capital distributions of $0 and $4,375, respectively, from the Company's investment in LLC equity interests in the SLFs. For the three and six months ended March 31, 2019, excluding the Company's investment in LLC equity interests in the SLFs, the Company recorded dividend income of $19 and $58, respectively, and return of capital distributions, excluding the Company's investment in LLC equity interests in the SLFs, of $0 and $0, respectively. For the three and six months ended March 31, 2019, the Company recorded dividend income of $0 and $0, respectively, and return of capital distributions of $0 and $2,275, respectively, from the Company's investment in LLC equity interests in the SLFs.

Investment transactions are accounted for on a trade-date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the amortized cost basis of investment, without regard to unrealized gains or losses previously recognized. The Company reports current period

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

changes in fair value of investments that are measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investments and foreign currency translation in the Consolidated Statements of Operations.

Non-accrual loans: A loan can be left on accrual status during the period the Company is pursuing repayment of the loan. Management reviews all loans that become 90 days or more past due on principal and interest, or when there is reasonable doubt that principal or interest will be collected, for possible placement on non-accrual status. When a loan is placed on non-accrual status, unpaid interest credited to income is reversed. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans are recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, payments are likely to remain current. The total fair value of non-accrual loans was $66,188 and $13,663 as of March 31, 2020 and September 30, 2019, respectively.

Purchase accounting: The Merger was accounted for under the asset acquisition method of accounting in accordance with ASC 805 — Business Combinations — Related Issues (“ASC Topic 805”), also referred to as “purchase accounting.” Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. Per ASC Topic 805, assets are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets carrying amounts on the acquiring entity’s books.

The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on the relative fair values of net identifiable assets acquired other than “non-qualifying” assets (for example cash) and does not give rise to goodwill. To the extent that the consideration paid to GCIC’s stockholders exceeded the relative fair values of the net identifiable assets of GCIC acquired other than “non-qualifying” assets, any such premium paid by the Company was further allocated to the cost of the GCIC assets acquired by the Company pro-rata to their relative fair value, other than “non-qualifying” assets. As GCIC did not have any “qualifying” assets at the time of acquisition, the premium was allocated to “non-qualifying” assets, which are GCIC’s investments in loans and equity securities, including its investment in GCIC SLF. Immediately following the acquisition of GCIC, the Company recorded its assets at their respective fair values and, as a result, the purchase premium allocated to the cost basis of the GCIC assets acquired was immediately recognized as unrealized depreciation on the Company's Consolidated Statement of Operations. The purchase premium allocated to investments in loan securities will amortize over the life of the loans through interest income, with a corresponding reversal of the unrealized depreciation on the loans acquired from GCIC through their ultimate disposition. Amortization expense of purchase premium for the three and six months ended March 31, 2020, was $12,600 and $24,437, respectively. The purchase premium allocated to investments in equity securities will not amortize over the life of the equity securities through interest income and, assuming no subsequent change to the fair value of the equity securities acquired from GCIC and disposition of such equity securities at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation upon disposition of the equity securities acquired from GCIC.

The Company's purchase of the equity interests in the Senior Loan Funds was accounted for under the asset acquisition method of accounting in accordance with ASC Topic 805. As of January 1, 2020, the Company allocated the cost to acquire the net assets of the Senior Loans Funds to the assets acquired and liabilities assumed based on the relative fair values of identifiable assets and liabilities. The total consideration transferred by the Company to acquire the Senior Loans Funds was $140,124, which was comprised of $17,011 paid to RGA and Aurora for their minority interests in the Senior Loan Funds and the derecognition of the Company's existing carrying cost of the investments in the Senior Loans Funds, as of January 1, 2020, of $123,113. As of January 1, 2020, the fair value of the net assets of the Senior Loan Funds was $136,088, which resulted in a $4,036 purchase premium that the Company recognized as realized loss in the Consolidated Statements of Operations for the three and six months ended March 31, 2020.

Income taxes:  The Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. In order to qualify and be subject to tax as a RIC,

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute dividends for U.S. federal income tax purposes to its stockholders of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each tax year. The Company has made, and intends to continue to make, the requisite distributions to its stockholders, which will generally relieve the Company from U.S. federal income taxes with respect to all income distributed to its stockholders.

Depending on the level of taxable income earned in a tax year, the Company can determine to retain taxable income in excess of current year dividend distributions and distribute such taxable income in the next tax year. The Company may then be required to incur a 4% excise tax on such income. To the extent that the Company determines that its estimated current year annual taxable income, determined on a calendar year basis, could exceed estimated current calendar year dividend distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. No U.S. deferral excise tax was incurred for each of the three and six months ended March 31, 2020 and 2019.

The Company accounts for income taxes in conformity with ASC Topic 740 — Income Taxes (“ASC Topic 740”). ASC Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense or tax benefit in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. There were no material unrecognized tax benefits or unrecognized tax liabilities related to uncertain income tax positions through March 31, 2020. The Company's tax returns for the 2016 through 2018 tax years remain subject to examination by U.S. federal and most state tax authorities.

Dividends and distributions:  Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend or distribution is determined by the Board each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are distributed at least annually, although the Company can retain such capital gains for investment in its discretion.

The Company has adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of any distributions the Company declares in cash on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes and the Company declares a cash distribution, then stockholders who participate in the DRIP will have their cash distribution reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares under the guidelines of the DRIP if the Company’s shares are trading at a premium to net asset value. The Company can purchase shares in the open market in connection with the obligations under the plan, and in particular, if the Company’s shares are trading at a significant discount to net asset value (“NAV”) and the Company is otherwise permitted under applicable law to purchase such shares, the Company intends to purchase shares in the open market in connection with any obligations under the DRIP.

In the event the market price per share of the Company’s common stock on the date of a distribution exceeds the most recently computed NAV per share of the common stock, the Company will issue shares of common stock to participants in the DRIP at the greater of the most recently computed NAV per share of common stock or 95% of the current market price per share of common stock (or such lesser discount to the current market price per share that still exceeds the most recently computed NAV per share of common stock).

Share repurchase plan:  The Company has a share repurchase program (the “Program”) which allows the Company to repurchase the Company’s outstanding common stock on the open market at prices below the Company’s NAV as reported in its most recently published consolidated financial statements. The Board most recently reapproved the Program in August 2019 and the Program is implemented at the discretion of management. Shares can be purchased from time to time at prevailing market prices, through open market transactions, including block transactions. Effective as of August 6, 2019, the Program permits repurchases of up to $150,000 of the Company's common stock. Prior to such date, the Program permitted up to $75,000 of repurchases. The Company

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

did not make any repurchases of its common stock during each of the three and six months ended March 31, 2020 and March 31, 2019.

Deferred debt issuance costs: Deferred debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. As of March 31, 2020 and September 30, 2019, the Company had deferred debt issuance costs of $6,137 and $4,939, respectively. These amounts are amortized and included in interest expense in the Consolidated Statements of Operations over the estimated average life of the borrowings. Amortization expense for deferred debt issuance costs for the three and six months ended March 31, 2020, was $733 and $1,304, respectively. Amortization expense for deferred debt issuance costs for the three and six months ended March 31, 2019, was $467 and $1,136, respectively.

Note 3. Related Party Transactions

Investment Advisory Agreement: Under the Investment Advisory Agreement, the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, GBDC. The Board approved the Investment Advisory Agreement on July 11, 2019. The Board noted that the terms of the Investment Advisory Agreement did not change the calculation of the Capital Gain Incentive Fee or the management or incentive fee rates and that the changes, as compared to the Prior Investment Advisory Agreement, consisted of revisions to (i) exclude the impact of purchase accounting resulting from a merger, including the Merger, from the calculation of income subject to the income incentive fee payable and the calculation of the cumulative incentive fee cap under the Investment Advisory Agreement and (ii) convert the cumulative incentive fee cap into a per share calculation. At a meeting of the Company's stockholders held on September 4, 2019, the Company's stockholders voted to the approve the Investment Advisory Agreement, which was entered into and effective as of September 16, 2019, the closing of the Merger, and will continue for an initial two-year term. The Investment Adviser is a registered investment adviser with the SEC. The Investment Adviser receives fees for providing services, consisting of two components, a base management fee and an Incentive Fee (as defined below).

The base management fee is calculated at an annual rate equal to 1.375% of average adjusted gross assets at the end of the two most recently completed calendar quarters (including assets purchased with borrowed funds and securitization-related assets, leverage, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit with custodian but adjusted to exclude cash and cash equivalents so that investors do not pay the base management fee on such assets) and is payable quarterly in arrears. Additionally, the Investment Adviser voluntarily excludes any assets funded with secured borrowing proceeds from the base management fee calculation. The base management fee is adjusted, based on the actual number of days elapsed relative to the total number of days in such calendar quarter, for any share issuances or repurchases during such calendar quarter. For purposes of the Investment Advisory Agreement, cash equivalents mean U.S. government securities and commercial paper instruments maturing within 270 days of purchase (which is different than the GAAP definition, which defines cash equivalents as U.S. government securities and commercial paper instruments maturing within 90 days of purchase). To the extent that the Investment Adviser or any of its affiliates provides investment advisory, collateral management or other similar services to a subsidiary of the Company, the base management fee will be reduced by an amount equal to the product of (1) the total fees paid to the Investment Adviser by such subsidiary for such services and (2) the percentage of such subsidiary’s total equity, including membership interests and any class of notes not exclusively held by one or more third parties, that is owned, directly or indirectly, by the Company.

The Company has structured the calculation of the Incentive Fee to include a fee limitation such that an Incentive Fee for any quarter can only be paid to the Investment Adviser if, after such payment, the cumulative Incentive Fees paid to the Investment Adviser, calculated on a per share basis, since April 13, 2010, the effective date of the Company’s election to become a BDC, would be less than or equal to 20.0% of the Company’s Cumulative Pre-Incentive Fee Net Income (as defined below).

The Company accomplishes this limitation by subjecting each quarterly Incentive Fee payable under the Income and Capital Gain Incentive Fee Calculation (as defined below) to a cap (the “Incentive Fee Cap”). The Investment Advisory Agreement, as compared to the Prior Investment Advisory Agreement, converts the cumulative incentive fee cap from an aggregate basis calculation to a per share calculation. Under the Prior Investment Advisory

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Agreement, the Incentive Fee would not be paid at any time if, after such payment, the cumulative incentive fees paid to date would be greater than 20.0% of the Company's Cumulative Pre-Incentive Fee Net Income since April 13, 2010. Under the Investment Advisory Agreement, the Incentive Fee Cap in any quarter is equal to the difference between (a) 20.0% of Cumulative Pre-Incentive Fee Net Income Per Share (as defined below) and (b) Cumulative Incentive Fees Paid Per Share (as defined below). To the extent the Incentive Fee Cap is zero or a negative value in any quarter, no Incentive Fee would be payable in that quarter. If, for any relevant period, the Incentive Fee Cap calculation results in the Company paying less than the amount of the Incentive Fee calculated above, then the difference between the Incentive Fee and the Incentive Fee Cap will not be paid by GBDC and will not be received by the Investment Adviser as an Incentive Fee either at the end of such relevant period or at the end of any future period. “Cumulative Pre-Incentive Fee Net Income Per Share” equals the sum of “Pre-Incentive Fee Net Income Per Share” (as defined below) for each quarterly period since April 13, 2010. “Pre-Incentive Fee Net Income Per Share” equals the sum of (i) Pre-Incentive Fee Net Investment Income (as defined below) and (ii) Adjusted Capital Returns for the applicable period, divided by (b) the weighted average number of shares of GBDC common stock outstanding during such period. “Adjusted Capital Returns” for any period is the sum of the realized aggregate capital gains, realized aggregate capital losses, aggregate unrealized capital depreciation and aggregate unrealized capital appreciation for such period; provided that the calculation of realized aggregate capital gains, realized aggregate capital losses, aggregate unrealized capital depreciation and aggregate unrealized capital appreciation shall not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation resulting solely from the purchase accounting for any premium or discount paid for the acquisition of assets in a merger. “Cumulative Incentive Fees Paid Per Share” is equal to the sum of Incentive Fees Paid Per Share since April 13, 2010. “Incentive Fees Paid Per Share” for any period is equal to the Incentive Fees accrued and/or payable to the Company for such period, divided by the weighted average number of shares of common stock of GBDC during such period.

“Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the calendar quarter (including the base management fee, taxes, any expenses payable under the Investment Advisory Agreement and the Administration Agreement, any expenses of securitizations and any interest expense and dividends paid on any outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities, accrued income that the Company has not yet received in cash.

Incentive Fees are calculated and payable quarterly in arrears (or, upon termination of the Investment Advisory Agreement, as of the termination date).

The income and capital gains incentive fee calculation (the “Income and Capital Gain Incentive Fee Calculation”) has two parts, the income component (the “Income Incentive Fee”) and the capital gains component (the “Capital Gain Incentive Fee” and, together with the Income Incentive Fee, the “Incentive Fee”). The Income Incentive Fee is calculated quarterly in arrears based on the Company’s Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter.

For the three and six months ended March 31, 2020, the Income Incentive Fee incurred was $3,847 and $9,751, respectively. For the three and six months ended March 31, 2019, the Income Incentive Fee incurred was $3,735 and $6,196, respectively.

The Investment Advisory Agreement, as compared to the Prior Investment Advisory Agreement, excludes the impact of purchase accounting resulting from a merger, including the Merger, from the calculation of income subject to the Income Incentive Fee and the calculation of the Incentive Fee Cap. As a result, under the Investment Advisory Agreement, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation or any amortization or accretion of any purchase premium or discount to interest income solely from the purchase accounting for any premium or discount paid for the acquisition of assets in a merger, such as the premium to net asset value paid for the shares of GCIC common stock in the Merger. Because of the structure of the Income Incentive Fee, it is possible that an Incentive Fee is calculated under this formula with respect to a period in which the Company has incurred a loss. For example, if the

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Company receives Pre-Incentive Fee Net Investment Income in excess of the hurdle rate (as defined below) for a calendar quarter, the Income Incentive Fee will result in a positive value and an Incentive Fee will be paid even if the Company has incurred a loss in such period due to realized and/or unrealized capital losses unless the payment of such Incentive Fee would cause the Company to pay Incentive Fees on a cumulative basis that exceed the Incentive Fee Cap.

Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of 2.0% quarterly. If market interest rates rise, it is possible that the Company will be able to invest funds in debt instruments that provide for a higher return, which would increase Pre-Incentive Fee Net Investment Income and make it easier for the Investment Adviser to surpass the fixed hurdle rate and receive an Incentive Fee based on such net investment income.

The Company’s Pre-Incentive Fee Net Investment Income used to calculate this part of the Incentive Fee is also included in the amount of its total assets (excluding cash and cash equivalents but including assets purchased with borrowed funds and securitization-related assets, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit with custodian) used to calculate the 1.375% base management fee annual rate.

The Company calculates the Income Incentive Fee with respect to its Pre-Incentive Fee Net Investment Income quarterly, in arrears, as follows:

•Zero in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate;

•100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.5% in any calendar quarter. This portion of the Company’s Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than 2.5%) is referred to as the “catch-up” provision. The catch-up is meant to provide the Investment Adviser with 20.0% of the Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply if the Company’s Pre-Incentive Fee Net Investment Income exceeds 2.5% in any calendar quarter; and

•20.0% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any calendar quarter.

The Capital Gain Incentive Fee equals (a) 20.0% of the Company’s Capital Gain Incentive Fee Base (as defined below), if any, calculated in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), which commenced with the calendar year ending December 31, 2010, less (b) the aggregate amount of any previously paid Capital Gain Incentive Fees. The Capital Gain Incentive Fee is calculated in the same manner under the Investment Advisory Agreement as under the Prior Investment Advisory Agreement. The Company’s “Capital Gain Incentive Fee Base” equals (1) the sum of (i) realized capital gains, if any, on a cumulative positive basis from the date the Company elected to become a BDC through the end of each calendar year, (ii) all realized capital losses on a cumulative basis and (iii) all unrealized capital depreciation on a cumulative basis less (2) all unamortized deferred debt issuance costs, if and to the extent such costs exceed all unrealized capital appreciation on a cumulative basis.

•The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which (a) the net sales price of each investment in the Company’s portfolio when sold is less than (b) the accreted or amortized cost basis of such investment.

•The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.

•The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable Capital Gain Incentive Fee calculation date and (b) the accreted or amortized cost basis of such investment.

In accordance with GAAP, the Company also is required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee on a quarterly basis as if such unrealized capital

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under either the Prior Investment Advisory Agreement or Investment Advisory Agreement, as applicable. If the Capital Gain Incentive Fee Base, adjusted as required by GAAP to include unrealized capital appreciation, is positive at the end of a period, then GAAP requires the Company to accrue a capital gain incentive fee equal to 20% of such amount, less the aggregate amount of the actual Capital Gain Incentive Fees paid and capital gain incentive fees accrued under GAAP in all prior periods. If such amount is negative, then there is no accrual for such period. The resulting accrual under GAAP in a given period results in additional expense if such cumulative amount is greater than in the prior period or a reversal of previously recorded expense if such cumulative amount is less than in the prior period. There can be no assurance that such unrealized capital appreciation will be realized in the future. For the three and six months ended March 31, 2020, the Company did not accrue a capital gain incentive fee. For the three and six months ended March 31, 2019, the Company had a reversal of the accrual of the capital gain incentive fee of $669 and $1,147, respectively. Changes in the accrual for the capital gain incentive fee are included in incentive fee in the Consolidated Statements of Operations. As of March 31, 2020 and September 30, 2019, there was no cumulative accrual of capital gain incentive fees under GAAP included in management and incentive fees payable on the Consolidated Statements of Financial Condition,

As of March 31, 2020 and September 30, 2019, there was no Capital Gain Incentive Fee payable as calculated under the Investment Advisory Agreement as described above. Any payment due under the terms of the Investment Advisory Agreement or the Prior Investment Advisory Agreement, as applicable, is calculated in arrears at the end of each calendar year.

Administration Agreement:  Under the Administration Agreement, the Administrator furnishes the Company with office facilities and equipment, provides the Company with clerical, bookkeeping and record keeping services at such facilities and provides the Company with other administrative services as the Administrator, subject to review by the Board, determines necessary to conduct the Company’s day-to-day operations. The Company reimburses the Administrator the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, fees and expenses associated with performing compliance functions and the Company's allocable portion of the cost of its chief financial officer and chief compliance officer and their respective staffs. The Board reviews such expenses to determine that these expenses, including any allocation of expenses among the Company and other entities for which the Administrator provides similar services, are reasonable and comparable to administrative services charged by unaffiliated third party asset managers. Under the Administration Agreement, the Administrator also provides, on the Company’s behalf, managerial assistance to those portfolio companies to which the Company is required to provide such assistance and will be paid an additional amount based on the cost of the services provided, which amount shall not exceed the amount the Company receives from such portfolio companies.

Included in accounts payable and other liabilities is $1,486 and $639 as of March 31, 2020 and September 30, 2019, respectively, for accrued allocated shared services under the Administration Agreement. As of September 30, 2019, also included in accounts payable and other liabilities, is $763 of accrued allocated shared service fees payable to the Administrator that was assumed from GCIC in the Merger, which were paid by the Company to the Administrator in December 2019.

Other related party transactions:  The Administrator pays for certain unaffiliated third-party expenses incurred by the Company. Such expenses include postage, printing, office supplies, rating agency fees and professional fees. These expenses are not marked-up and represent the same amount the Company would have paid had the Company paid the expenses directly. These expenses are subsequently reimbursed in cash.

Total expenses reimbursed to the Administrator during the three and six months ended March 31, 2020, were $1,605 and $3,290, respectively. Total expenses reimbursed to the Administrator during the three and six months ended March 31, 2019, were $845 and $1,209, respectively.

As of March 31, 2020 and September 30, 2019, included in accounts payable and other liabilities were $856 and $922, respectively, for expenses paid on behalf of the Company by the Administrator. As of September 30, 2019, also included in accounts payable and other liabilities was $763 of expenses paid on behalf of GCIC by the Administrator and were assumed in the Merger and were paid by the Company to the Administrator in December 2019.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

As of September 30, 2019, included in accounts payable and other liabilities were $3,394 for an income incentive fee, $1,377 for a capital gain incentive fee, $4,464 for base management fees and $10,071 for a subordinated liquidation fee, each of which were payable by GCIC pursuant to its investment advisory agreement with the Investment Adviser and was assumed in the Merger. In October 2019, the Company paid the Investment Adviser the outstanding payable balances assumed in the Merger. The investment advisory agreement between the Investment Adviser and GCIC was terminated in connection with the closing of the Merger.

On June 22, 2016, the Company entered into an unsecured revolving credit facility with the Investment Adviser (as amended, the “Adviser Revolver”) with a maximum credit limit of $20,000 and expiration date of June 22, 2019. On June 21, 2019, the Company entered into an amendment to the Adviser Revolver to, among other things, (a) extend the maturity date from June 22, 2019 to June 21, 2022 and (b) increase the borrowing capacity from $20,000 to $40,000. On October 28, 2019, the Company entered into an amendment to the Adviser Revolver to, among other things, increase the borrowing capacity under the Adviser Revolver from $40,000 to $100,000. Refer to Note 7. Borrowings for discussion of the Adviser Revolver.

Effective September 16, 2019, the Company assumed, as a result of the Merger, an unsecured revolving credit facility with the Investment Adviser (“Adviser Revolver II”) that had a credit limit of $40,000. In connection with the amendment to the Adviser Revolver on October 28, 2019, the Company terminated the Adviser Revolver II.

On September 16, 2019, the Company completed its acquisition of GCIC. As a result, the Company also acquired its investment in GCIC SLF. Refer to Note 1 for more information regarding the Merger.

On January 1, 2020, SLF and GCIC SLF became wholly-owned subsidiaries of the Company through the Purchase Agreement as described in Note 1. As a result, SLF's and GCIC SLF's administrative service fee agreements with the Administrator were terminated, effective on January 1, 2020. The outstanding payables to the Administrator for SLF and GCIC SLF of $249 and $178, respectively, were assumed by the Company as a result of the Purchase Agreement and were paid in March 2020.

Note 4. Investments

Investments as of March 31, 2020 and September 30, 2019 consisted of the following:

	As of March 31, 2020						As of September 30, 2019
	Principal		Amortized Cost		Fair Value		Principal		Amortized Cost		Fair Value
Senior secured	$	720,633	$	712,769	$	646,997	$	601,788	$	605,606	$	589,340
One stop	3,705,970		3,732,086		3,470,782		3,514,266		3,559,030		3,474,116
Second lien	20,095		20,353		19,811		19,473		19,745		19,473
Subordinated debt	517		522		514		369		375		369
LLC equity interests in the SLFs(1)(2)	N/A		—		—		N/A		127,487		123,644
Equity	N/A		82,269		72,111		N/A		79,527		85,990
Total	$	4,447,215	$	4,547,999	$	4,210,215	$	4,135,896	$	4,391,770	$	4,292,932

⁽¹⁾SLF’s and GCIC SLF's proceeds from the LLC equity interests invested in SLF and GCIC SLF, respectively, were utilized to invest in senior secured loans.

⁽²⁾Effective January 1, 2020, SLF's and GCIC SLF's investments were consolidated into the Company. Refer to Note 1.

The following tables show the portfolio composition by geographic region at amortized cost and fair value as a percentage of total investments in portfolio companies. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which is not always indicative of the primary source of the portfolio company’s business.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

	As of March 31, 2020				As of September 30, 2019
Amortized Cost:
United States
Mid-Atlantic	$	867,201	19.1	%	$	919,868	21.0	%
Midwest	909,074		20.0		985,471		22.4
West	782,170		17.2		748,104		17.0
Southeast	1,049,364		23.1		944,794		21.5
Southwest	478,869		10.5		453,239		10.3
Northeast	323,991		7.1		217,138		4.9
Canada	101,064		2.2		99,823		2.3
United Kingdom	21,258		0.5		21,080		0.5
Australia	2,263		—	*	2,253		0.1
Luxembourg	976		—	*	—		—
Andorra	11,769		0.3		—		—
Total	$	4,547,999	100.0	%	$	4,391,770	100.0	%
Fair Value:
United States
Mid-Atlantic	$	809,083	19.2	%	$	896,202	20.9	%
Midwest	838,338		19.9		959,894		22.4
West	721,507		17.1		732,599		17.1
Southeast	970,794		23.1		929,922		21.6
Southwest	442,286		10.5		442,744		10.3
Northeast	304,899		7.3		211,920		4.9
Canada	91,280		2.2		97,392		2.3
United Kingdom	19,114		0.5		20,082		0.5
Australia	1,855		—	*	2,177		—	*
Luxembourg	900		—	*	—		—
Andorra	10,159		0.2		—		—
Total	$	4,210,215	100.0	%	$	4,292,932	100.0	%

* Represents an amount less than 0.1%.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

The industry compositions of the portfolio at amortized cost and fair value as of March 31, 2020 and September 30, 2019 were as follows:

	As of March 31, 2020				As of September 30, 2019
Amortized Cost:
Aerospace and Defense	$	103,724	2.3	%	$	92,797	2.1	%
Automobile	73,494		1.6		70,401		1.6
Beverage, Food and Tobacco	244,410		5.4		257,594		5.9
Broadcasting and Entertainment	—		—		2,136		—	*
Buildings and Real Estate	58,824		1.3		134,083		3.0
Chemicals, Plastics and Rubber	32,001		0.7		19,184		0.4
Containers, Packaging and Glass	3,844		0.1		—		—
Diversified/Conglomerate Manufacturing	147,295		3.2		127,441		2.9
Diversified/Conglomerate Service	1,683,012		37.0		1,470,501		33.5
Ecological	45,774		1.0		44,573		1.0
Electronics	259,214		5.7		257,587		5.9
Finance	19,487		0.4		19,532		0.4
Grocery	7,820		0.2		444		—	*
Healthcare, Education and Childcare	854,237		18.8		772,226		17.6
Home and Office Furnishings, Housewares, and Durable Consumer	31,786		0.7		21,551		0.5
Hotels, Motels, Inns, and Gaming	9,605		0.2		8,463		0.2
Insurance	93,629		2.1		105,238		2.4
Investment Funds and Vehicles	—		—		127,487		2.9
Leisure, Amusement, Motion Pictures, Entertainment	210,424		4.6		186,894		4.3
Mining, Steel, Iron and Non-Precious Metals	4,699		0.1		4,794		0.1
Oil and Gas	56,314		1.2		36,237		0.8
Personal and Non Durable Consumer Products (Mfg. Only)	74,798		1.6		73,146		1.7
Personal, Food and Miscellaneous Services	172,042		3.8		214,582		4.9
Printing and Publishing	18,856		0.4		10,787		0.2
Retail Stores	312,606		6.9		302,054		6.9
Telecommunications	11,214		0.3		11,832		0.3
Textiles and Leather	4,107		0.1		4,080		0.1
Utilities	14,783		0.3		16,126		0.4
Total	$	4,547,999	100.0	%	$	4,391,770	100.0	%

* Represents an amount less than 0.1%.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

	As of March 31, 2020				As of September 30, 2019
Fair Value:
Aerospace and Defense	$	99,163	2.4	%	$	91,651	2.1	%
Automobile	67,899		1.6		69,820		1.6
Beverage, Food and Tobacco	219,909		5.2		252,588		5.9
Broadcasting and Entertainment	—		—		2,108		0.1
Buildings and Real Estate	56,294		1.3		133,053		3.1
Chemicals, Plastics and Rubber	29,542		0.7		18,922		0.4
Containers, Packaging and Glass	3,609		0.1		—		—
Diversified/Conglomerate Manufacturing	131,206		3.1		124,040		2.9
Diversified/Conglomerate Service	1,593,008		37.8		1,442,750		33.6
Ecological	43,223		1.0		43,857		1.0
Electronics	249,348		5.9		249,678		5.8
Finance	18,300		0.4		18,883		0.4
Grocery	7,782		0.2		411		—	*
Healthcare, Education and Childcare	766,813		18.2		746,484		17.4
Home and Office Furnishings, Housewares, and Durable Consumer	28,617		0.7		20,894		0.5
Hotels, Motels, Inns, and Gaming	7,258		0.2		8,419		0.2
Insurance	92,131		2.2		104,086		2.4
Investment Funds and Vehicles	—		—		123,644		2.9
Leisure, Amusement, Motion Pictures, Entertainment	190,671		4.5		183,836		4.3
Mining, Steel, Iron and Non-Precious Metals	3,100		0.1		3,747		0.1
Oil and Gas	52,313		1.2		35,612		0.8
Personal and Non Durable Consumer Products (Mfg. Only)	67,915		1.6		73,444		1.7
Personal, Food and Miscellaneous Services	157,610		3.8		208,728		4.9
Printing and Publishing	16,978		0.4		10,427		0.2
Retail Stores	278,687		6.6		294,463		6.9
Telecommunications	10,836		0.3		11,627		0.3
Textiles and Leather	3,705		0.1		3,927		0.1
Utilities	14,298		0.4		15,833		0.4
Total	$	4,210,215	100.0	%	$	4,292,932	100.0	%

* Represents an amount less than 0.1%.

Senior Loan Fund LLC:

Effective January 1, 2020, the Company purchased the remaining equity interests in SLF from RGA and consolidated SLF's assets and liabilities into the Company's financial statements and notes. Prior to January 1, 2020, the Company co-invested with RGA in senior secured loans through SLF, an unconsolidated Delaware LLC. SLF was capitalized as transactions were completed and all portfolio and investment decisions in respect of SLF were approved by the SLF investment committee consisting of two representatives of each of the Company and RGA (with unanimous approval required from (i) one representative of each of the Company and RGA or (ii) both representatives of each of the Company and RGA). SLF could have ceased making new investments upon notification of either member but operations would have continued until all investments were sold or paid-off in the normal course of business. Investments held by SLF were measured at fair value using the same valuation methodologies as described in Note 6.

As of September 30, 2019, SLF was capitalized by LLC equity interest subscriptions from its members. As of September 30, 2019, the Company and RGA owned 87.5% and 12.5%, respectively, of the LLC equity interests of SLF. SLF’s profits and losses were allocated to the Company and RGA in accordance with their respective ownership interests.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

As of September 30, 2019, SLF had the following commitments from its members (in the aggregate):

	As of September 30, 2019
	Committed		Funded(1)
LLC equity commitments	$	200,000	$	85,580
Total	$	200,000	$	85,580

⁽¹⁾Funded LLC equity commitments are presented net of return of capital distributions subject to recall.

SLF entered into a senior secured revolving credit facility (as amended, the “SLF Credit Facility”) with Wells Fargo Bank, N.A., through its wholly-owned subsidiary SLF II, which allowed SLF II, as of September 30, 2019, to borrow up to $75,581 at any one time outstanding, subject to leverage and borrowing base restrictions. The SLF Credit Facility bore interest at one-month LIBOR plus 2.05% per annum. Effective January 1, 2020, the Company assumed, as a result of the Purchase Agreement, the SLF Credit Facility.

As of September 30, 2019, SLF had total assets at fair value of $161,018. As of September 30, 2019, SLF had loans in two portfolio companies on non-accrual status with a fair value of $4,987. The portfolio companies in SLF were in industries and geographies similar to those in which the Company invests directly. Additionally, as of September 30, 2019, SLF had commitments to fund various undrawn revolvers and delayed draw investments to its portfolio companies totaling $3,377.

Below is a summary of SLF’s senior secured loan portfolio, followed by a listing of the individual investments in SLF’s portfolio as of September 30, 2019:

	As of September 30, 2019
Senior secured loans(1)	$	154,254
Weighted average current interest rate on senior secured loans(2)	7.4		%
Number of borrowers in SLF	27
Largest portfolio company investment(1)	$	12,654
Total of five largest portfolio company investments(1)	$	54,268

⁽¹⁾At principal amount.

⁽²⁾Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at principal amount.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

SLF Investment Portfolio as of September 30, 2019
Portfolio Company	Business Description	Security Type	Maturity Date	Current Interest Rate(1)		Principal ($) / Shares(2)		Fair Value(3)
1A Smart Start LLC(4)	Home and Office Furnishings, Housewares, and Durable Consumer	Senior loan	02/2022	6.5	%	$	2,961	$	2,961
Advanced Pain Management Holdings, Inc.(4)(5)	Healthcare, Education and Childcare	Senior loan	12/2019	7.1		6,172		3,703
Advanced Pain Management Holdings, Inc.(4)(5)	Healthcare, Education and Childcare	Senior loan	12/2019	7.1		422		253
Advanced Pain Management Holdings, Inc.(4)(5)(7)	Healthcare, Education and Childcare	Senior loan	12/2019	7.1		193		(8)
Advanced Pain Management Holdings, Inc.(4)(5)	Healthcare, Education and Childcare	Senior loan	12/2019	10.6		2,139		4
Boot Barn, Inc.(4)	Retail Stores	Senior loan	06/2023	6.6		6,022		6,022
Brandmuscle, Inc.	Printing and Publishing	Senior loan	12/2021	6.9		4,418		4,415
Brandmuscle, Inc.	Printing and Publishing	Senior loan	12/2021	N/A(6)		—		—
Captain D's, LLC(4)	Personal, Food and Miscellaneous Services	Senior loan	12/2023	6.5		2,433		2,433
Captain D's, LLC(4)	Personal, Food and Miscellaneous Services	Senior loan	12/2023	7.5		17		17
CLP Healthcare Services, Inc.	Healthcare, Education and Childcare	Senior loan	12/2020	7.4		8,415		8,415
CLP Healthcare Services, Inc.	Healthcare, Education and Childcare	Senior loan	12/2020	7.4		4,239		4,239
Community Veterinary Partners, LLC	Personal, Food and Miscellaneous Services	Senior loan	10/2021	7.5		2,392		2,392
Community Veterinary Partners, LLC	Personal, Food and Miscellaneous Services	Senior loan	10/2021	7.5		1,203		1,203
Community Veterinary Partners, LLC	Personal, Food and Miscellaneous Services	Senior loan	10/2021	7.5		58		58
Community Veterinary Partners, LLC	Personal, Food and Miscellaneous Services	Senior loan	10/2021	7.5		40		40
Community Veterinary Partners, LLC	Personal, Food and Miscellaneous Services	Senior loan	10/2021	N/A(6)		—		—
DISA Holdings Acquisition Subsidiary Corp.(4)	Diversified/Conglomerate Service	Senior loan	06/2022	7.1		4,773		4,773
DISA Holdings Acquisition Subsidiary Corp.(4)	Diversified/Conglomerate Service	Senior loan	06/2022	6.0		53		53
Flexan, LLC	Chemicals, Plastics and Rubber	Senior loan	02/2020	7.9		5,905		5,905
Flexan, LLC	Chemicals, Plastics and Rubber	Senior loan	02/2020	7.9		1,640		1,640
Flexan, LLC(4)	Chemicals, Plastics and Rubber	Senior loan	02/2020	9.5		431		431
Gamma Technologies, LLC(4)	Electronics	Senior loan	06/2024	7.3		10,084		10,084
III US Holdings, LLC	Diversified/Conglomerate Service	Senior loan	09/2022	8.1		4,288		4,288
Jensen Hughes, Inc.	Buildings and Real Estate	Senior loan	03/2024	6.6		2,276		2,276
Jensen Hughes, Inc.	Buildings and Real Estate	Senior loan	03/2024	6.6		118		118
Jensen Hughes, Inc.	Buildings and Real Estate	Senior loan	03/2024	6.6		63		63
Joerns Healthcare, LLC(4)	Healthcare, Education and Childcare	Senior loan	08/2024	8.2		1,286		1,286
Joerns Healthcare, LLC(4)	Healthcare, Education and Childcare	Senior loan	08/2024	8.2		1,338		1,338
Mediaocean LLC	Diversified/Conglomerate Service	Senior loan	08/2020	N/A(6)		—		—
Paradigm DKD Group, LLC(4)(5)	Buildings and Real Estate	Senior loan	05/2022	8.4		1,480		1,094
Paradigm DKD Group, LLC(4)(5)(7)	Buildings and Real Estate	Senior loan	05/2022	8.4		(16)		(59)
Pasternack Enterprises, Inc. and Fairview Microwave, Inc(4)	Diversified/Conglomerate Manufacturing	Senior loan	07/2025	6.0		5,264		5,264
Polk Acquisition Corp.(4)	Automobile	Senior loan	06/2022	7.3		4,465		4,376
Polk Acquisition Corp.(4)	Automobile	Senior loan	06/2022	7.3		60		58
Polk Acquisition Corp.	Automobile	Senior loan	06/2022	7.3		52		51
Pyramid Healthcare, Inc.(4)	Healthcare, Education and Childcare	Senior loan	08/2020	8.8		10,047		10,047
Pyramid Healthcare, Inc.	Healthcare, Education and Childcare	Senior loan	08/2020	9.2		257		257
Pyramid Healthcare, Inc.	Healthcare, Education and Childcare	Senior loan	08/2020	8.8		147		147
Pyramid Healthcare, Inc.	Healthcare, Education and Childcare	Senior loan	08/2020	8.8		99		99
RSC Acquisition, Inc.(4)	Insurance	Senior loan	11/2022	6.4		3,785		3,785
RSC Acquisition, Inc.(4)	Insurance	Senior loan	11/2021	N/A(6)		—		—
Rubio's Restaurants, Inc(4)	Beverage, Food and Tobacco	Senior loan	10/2019	9.1		4,890		4,890

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

SLF Investment Portfolio as of September 30, 2019
Portfolio Company	Business Description	Security Type	Maturity Date	Current Interest Rate(1)		Principal ($) / Shares(2)		Fair Value(3)
Sage Dental Management, LLC	Healthcare, Education and Childcare	Senior loan	12/2020	7.35 cash/1.00 PIK	%	$	4,341	$	3,907
Sage Dental Management, LLC	Healthcare, Education and Childcare	Senior loan	12/2020	8.4		70		62
Sage Dental Management, LLC	Healthcare, Education and Childcare	Senior loan	12/2020	8.4		63		57
Sage Dental Management, LLC	Healthcare, Education and Childcare	Senior loan	12/2020	8.4		45		40
SEI, Inc.(4)	Electronics	Senior loan	07/2023	6.8		11,004		11,004
SEI, Inc.	Electronics	Senior loan	07/2023	N/A(6)		—		—
Self Esteem Brands, LLC(4)	Leisure, Amusement, Motion Pictures, Entertainment	Senior loan	02/2022	6.3		9,561		9,561
Self Esteem Brands, LLC(4)	Leisure, Amusement, Motion Pictures, Entertainment	Senior loan	02/2022	8.3		415		415
Teasdale Quality Foods, Inc.	Grocery	Senior loan	10/2020	7.9		4,190		3,771
Teasdale Quality Foods, Inc.	Grocery	Senior loan	10/2020	7.9		3,285		2,956
Teasdale Quality Foods, Inc.	Grocery	Senior loan	10/2020	7.9		567		511
Teasdale Quality Foods, Inc.(4)	Grocery	Senior loan	10/2020	7.9		424		382
Teasdale Quality Foods, Inc.	Grocery	Senior loan	10/2020	7.9		210		189
Upstream Intermediate, LLC	Healthcare, Education and Childcare	Senior loan	01/2024	6.0		2,796		2,796
WHCG Management, LLC(4)	Healthcare, Education and Childcare	Senior loan	03/2023	8.1		7,820		7,820
WIRB-Copernicus Group, Inc.(4)	Healthcare, Education and Childcare	Senior loan	08/2022	6.4		5,554		5,554
Total senior loan investments						$	154,254	$	147,436
Paradigm DKD Group, LLC(4)(8)(9)	Buildings and Real Estate	LLC units	N/A	N/A		$	170	$	62
Paradigm DKD Group, LLC(4)(8)(9)	Buildings and Real Estate	LLC units	N/A	N/A		963		—
Paradigm DKD Group, LLC(4)(8)(9)	Buildings and Real Estate	LLC units	N/A	N/A		34		—
Joerns Healthcare, LLC(4)(8)(9)	Healthcare, Education and Childcare	Common Stock	N/A	N/A		309		3,017
W3 Co. (8)(9)	Oil and Gas	LLC units	N/A	N/A		3		1,526
W3 Co. (8)(9)	Oil and Gas	Preferred stock	N/A	N/A		—		218
Total equity investments								$	4,823
Total investments						$	154,254	$	152,259

⁽¹⁾Represents the weighted average annual current interest rate as of September 30, 2019. All interest rates are payable in cash, except where PIK is shown.

⁽²⁾The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.

⁽³⁾Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board's valuation process described elsewhere herein.

⁽⁴⁾The Company also held a portion of the first lien senior secured loan in this portfolio company as of September 30, 2019.

⁽⁵⁾Loan was on non-accrual status as of September 30, 2019. As such, no interest is being earned on this investment.

⁽⁶⁾The entire commitment was unfunded as of September 30, 2019. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.

⁽⁷⁾The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

⁽⁸⁾Equity investment received as a result of the portfolio company's debt restructuring.

⁽⁹⁾Non-income producing.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

As of September 30, 2019, the Company had committed to fund $175,000 of LLC equity interest subscriptions to SLF. As of September 30, 2019, $74,883 of the Company’s LLC equity interest subscriptions to SLF had been called and contributed, net of return of capital distributions subject to recall. Immediately prior to the Purchase Agreement, $70,507 of the Company's LLC equity interest subscriptions to SLF had been called and contributed, net of return of capital distributions subject to recall. Prior to the Purchase Agreement, for the three months ended December 31, 2019, the Company did not earn dividend income from the LLC equity interests in SLF. For the three and six months ended March 31, 2019, the Company did not earn dividend income from the LLC equity interests in SLF.

See below for certain summarized financial information for SLF as of September 30, 2019 and for the three months ended December 31, 2019 and the three and six months ended March 31, 2019:

	As of September 30, 2019
Selected Balance Sheet Information:
Investments, at fair value	$	152,259
Cash and other assets	8,759
Total assets	$	161,018
Senior credit facility	$	75,581
Other liabilities	424
Total liabilities	76,005
Members’ equity	85,013
Total liabilities and members' equity	$	161,018

	Three months ended December 31,		Three months ended March 31,		Six months ended March 31,
	2019		2019		2019
Selected Statement of Operations Information:
Interest income	$	2,800	$	3,538	$	7,174
Fee income	—		—		9
Total investment income	2,800		3,538		7,183
Interest and other debt financing expense	634		1,133		2,320
Administrative service fee	61		64		144
Other expenses	(15)		25		49
Total expenses	680		1,222		2,513
Net investment income	2,120		2,316		4,670
Net realized gain (loss) on investments	—		—		(1,314)
Net change in unrealized appreciation (depreciation) on investments	(1,603)		(1,086)		(2,004)
Net increase (decrease) in members' equity	$	517	$	1,230	$	1,352

GCIC Senior Loan Fund LLC:

Effective January 1, 2020, the Company purchased the remaining equity interests in GCIC SLF from Aurora and consolidated GCIC SLF's assets and liabilities into the Company's financial statements and notes. Following the acquisition of GCIC SLF in the Merger, the Company co-invested with Aurora, a wholly-owned subsidiary of RGA Reinsurance Company, in senior secured loans through GCIC SLF, an unconsolidated Delaware LLC. The Company acquired the investment in GCIC SLF through its acquisition of GCIC on September 16, 2019. GCIC SLF was capitalized as transactions were completed and all portfolio and investment decisions in respect of GCIC SLF were approved by the GCIC SLF investment committee consisting of two representatives of each of the Company and Aurora (with unanimous approval required from (i) one representative of each of the Company and Aurora or (ii) both representatives of each of the Company and Aurora). GCIC SLF could have ceased making new

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

investments upon notification of either member but operations would have continued until all investments were sold or paid-off in the normal course of business. Investments held by GCIC SLF were measured at fair value by GCIC SLF using the same valuation methodologies as described in Note 6.

As of September 30, 2019, GCIC SLF was capitalized by LLC equity interest subscriptions from its members. As of September 30, 2019, the Company and Aurora owned 87.5% and 12.5%, respectively, of the LLC equity interests of GCIC SLF. GCIC SLF’s profits and losses were allocated to its members in accordance with their respective ownership interests.

As of September 30, 2019, GCIC SLF had the following commitments from its members (in the aggregate):

	As of September 30, 2019
	Committed		Funded(1)
LLC equity commitments	$	125,000	$	55,264
Total	$	125,000	$	55,264

⁽¹⁾Funded LLC equity commitments are presented net of return of capital distributions subject to recall.

GCIC SLF entered into a senior secured revolving credit facility (as amended, the “GCIC SLF Credit Facility”) with Wells Fargo Bank, N.A. through its wholly-owned subsidiary, GCIC SLF II, which allowed GCIC SLF II, as of September 30, 2019, to borrow up to $59,559 at any one time outstanding, subject to leverage and borrowing base restrictions. The GCIC SLF Credit Facility bore interest at one-month LIBOR plus 2.05%. Effective January 1, 2020, the Company assumed, as a result of the Purchase Agreement, the GCIC SLF Credit Facility.

As of September 30, 2019, GCIC SLF had total assets at fair value of $116,195. As of September 30, 2019, GCIC SLF did not have any investments on non-accrual status. The portfolio companies in GCIC SLF were in industries and geographies similar to those in which the Company invests directly. Additionally, as of September 30, 2019, GCIC SLF had commitments to fund various undrawn revolvers and delayed draw investments to its portfolio companies totaling $7,011.

Below is a summary of GCIC SLF’s portfolio, followed by a listing of the individual investments in GCIC SLF’s portfolio as of September 30, 2019:

	As of September 30, 2019
Senior secured loans (1)	$	112,864
Weighted average current interest rate on senior secured loans (2)	7.2		%
Number of borrowers in GCIC SLF	28
Largest portfolio company investment (1)	$	8,464
Total of five largest portfolio company investments (1)	$	34,273

⁽¹⁾At principal amount.

⁽²⁾Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at principal amount.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

GCIC SLF Investment Portfolio as of September 30, 2019
Portfolio Company	Business Description	Security Type	Maturity Date	Current Interest Rate(1)		Principal ($)		Fair Value(2)
1A Smart Start LLC(3)	Home and Office Furnishings, Housewares, and Durable Consumer	Senior loan	02/2022	6.5	%	$	1,910	$	1,910
Boot Barn, Inc.(3)	Retail Stores	Senior loan	06/2023	6.6		3,159		3,159
Brandmuscle, Inc.(3)	Printing and Publishing	Senior loan	12/2021	N/A(4)		—		—
Brandmuscle, Inc.(3)	Printing and Publishing	Senior loan	12/2021	6.9		3,800		3,797
Captain D's, LLC(3)	Personal, Food and Miscellaneous Services	Senior loan	12/2023	7.5		33		33
Captain D's, LLC(3)	Personal, Food and Miscellaneous Services	Senior loan	12/2023	6.5		5,792		5,792
CLP Healthcare Services, Inc.(3)	Healthcare, Education and Childcare	Senior loan	12/2020	7.4		2,007		2,007
CLP Healthcare Services, Inc.(3)	Healthcare, Education and Childcare	Senior loan	12/2020	7.4		1,011		1,011
Community Veterinary Partners, LLC(3)	Personal, Food and Miscellaneous Services	Senior loan	10/2021	N/A(4)		—		—
Community Veterinary Partners, LLC(3)	Personal, Food and Miscellaneous Services	Senior loan	10/2021	7.5		2,053		2,053
Community Veterinary Partners, LLC(3)	Personal, Food and Miscellaneous Services	Senior loan	10/2021	7.5		1,032		1,032
Community Veterinary Partners, LLC(3)	Personal, Food and Miscellaneous Services	Senior loan	10/2021	7.5		40		40
Community Veterinary Partners, LLC(3)	Personal, Food and Miscellaneous Services	Senior loan	10/2021	7.5		58		58
Elite Sportswear, L.P.(3)	Retail Stores	Senior loan	12/2021	8.5		121		99
Elite Sportswear, L.P.(3)	Retail Stores	Senior loan	12/2021	8.4		1,128		1,061
Elite Sportswear, L.P.(3)	Retail Stores	Senior loan	12/2021	8.4		581		546
Elite Sportswear, L.P.(3)	Retail Stores	Senior loan	12/2021	8.4		88		83
Elite Sportswear, L.P.(3)	Retail Stores	Senior loan	12/2021	8.4		2,806		2,638
Elite Sportswear, L.P.(3)	Retail Stores	Senior loan	12/2021	8.5		7		6
Elite Sportswear, L.P.(3)	Retail Stores	Senior loan	12/2021	8.4		84		79
Elite Sportswear, L.P.(3)	Retail Stores	Senior loan	12/2021	8.4		198		186
Flexan, LLC(3)	Chemicals, Plastics and Rubber	Senior loan	02/2020	9.5		192		192
Flexan, LLC(3)	Chemicals, Plastics and Rubber	Senior loan	02/2020	7.9		2,635		2,635
Flexan, LLC(3)	Chemicals, Plastics and Rubber	Senior loan	02/2020	7.9		732		732
G & H Wire Company, Inc(3)	Healthcare, Education and Childcare	Senior loan	09/2023	7.8		5,284		5,284
Gamma Technologies, LLC(3)	Electronics	Senior loan	06/2024	7.3		4,334		4,334
III US Holdings, LLC(3)	Diversified/Conglomerate Service	Senior loan	09/2022	8.1		4,253		4,253
Jensen Hughes, Inc.(3)	Buildings and Real Estate	Senior loan	03/2024	6.6		1,958		1,958
Jensen Hughes, Inc.(3)	Buildings and Real Estate	Senior loan	03/2024	6.6		102		102
Jensen Hughes, Inc.(3)	Buildings and Real Estate	Senior loan	03/2024	6.6		54		54
Mediaocean LLC(3)	Diversified/Conglomerate Service	Senior loan	08/2020	N/A(4)		—		—
Mills Fleet Farm Group LLC(3)	Retail Stores	Senior loan	10/2024	8.3		5,955		5,657
NBC Intermediate, LLC(3)	Beverage, Food and Tobacco	Senior loan	09/2023	N/A(4)		—		—
NBC Intermediate, LLC(3)	Beverage, Food and Tobacco	Senior loan	09/2023	6.5		2,565		2,565
Pasternack Enterprises, Inc. and Fairview Microwave, Inc(3)	Diversified/Conglomerate Manufacturing	Senior loan	07/2025	6.0		4,913		4,913
Polk Acquisition Corp.(3)	Automobile	Senior loan	06/2022	7.3		8,125		7,962
Polk Acquisition Corp.(3)	Automobile	Senior loan	06/2022	7.3		60		58
Polk Acquisition Corp.(3)	Automobile	Senior loan	06/2022	7.3		52		51
Pyramid Healthcare, Inc.(3)	Healthcare, Education and Childcare	Senior loan	08/2020	9.2		68		68
Pyramid Healthcare, Inc.(3)	Healthcare, Education and Childcare	Senior loan	08/2020	8.8		2,426		2,426
Pyramid Healthcare, Inc.(3)	Healthcare, Education and Childcare	Senior loan	08/2020	8.8		147		147
Pyramid Healthcare, Inc.(3)	Healthcare, Education and Childcare	Senior loan	08/2020	8.8		367		367
Reladyne, Inc.(3)	Diversified/Conglomerate Manufacturing	Senior loan	07/2022	7.3		5,909		5,909
Reladyne, Inc.(3)	Diversified/Conglomerate Manufacturing	Senior loan	07/2022	7.3		621		621
Reladyne, Inc.(3)	Diversified/Conglomerate Manufacturing	Senior loan	07/2022	7.3		1,152		1,152
Reladyne, Inc.(3)	Diversified/Conglomerate Manufacturing	Senior loan	07/2022	7.3		537		537
Reladyne, Inc.(3)	Diversified/Conglomerate Manufacturing	Senior loan	07/2022	7.3		245		245

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

GCIC SLF Investment Portfolio as of September 30, 2019
Portfolio Company	Business Description	Security Type	Maturity Date	Current Interest Rate(1)		Principal ($)		Fair Value(2)
RSC Acquisition, Inc.(3)	Insurance	Senior loan	11/2021	N/A(4)	%	$	—	$	—
RSC Acquisition, Inc.(3)	Insurance	Senior loan	11/2022	6.4		3,255		3,255
Rubio's Restaurants, Inc(3)	Beverage, Food and Tobacco	Senior loan	10/2019	9.1		1,641		1,641
SEI, Inc.(3)	Electronics	Senior loan	07/2023	6.8		4,154		4,154
SEI, Inc.(3)	Electronics	Senior loan	07/2023	N/A(4)		—		—
Self Esteem Brands, LLC(3)	Leisure, Amusement, Motion Pictures, Entertainment	Senior loan	02/2022	6.3		5,445		5,445
Self Esteem Brands, LLC(3)	Leisure, Amusement, Motion Pictures, Entertainment	Senior loan	02/2022	8.3		498		498
Summit Behavioral Healthcare, LLC(3)	Healthcare, Education and Childcare	Senior loan	10/2023	6.9		100		94
Summit Behavioral Healthcare, LLC(3)	Healthcare, Education and Childcare	Senior loan	10/2023	6.9		5,895		5,600
Summit Behavioral Healthcare, LLC(3)	Healthcare, Education and Childcare	Senior loan	10/2023	6.9		290		276
Teasdale Quality Foods, Inc.(3)	Grocery	Senior loan	10/2020	7.9		1,009		908
Teasdale Quality Foods, Inc.(3)	Grocery	Senior loan	10/2020	7.9		137		123
Teasdale Quality Foods, Inc.(3)	Grocery	Senior loan	10/2020	7.9		51		46
Teasdale Quality Foods, Inc.(3)	Grocery	Senior loan	10/2020	7.9		791		712
Upstream Intermediate, LLC(3)	Healthcare, Education and Childcare	Senior loan	01/2024	6.0		3,532		3,532
WHCG Management, LLC(3)	Healthcare, Education and Childcare	Senior loan	03/2023	8.1		2,158		2,158
WHCG Management, LLC(3)	Healthcare, Education and Childcare	Senior loan	03/2023	N/A(4)		—		—
WIRB-Copernicus Group, Inc.(3)	Healthcare, Education and Childcare	Senior loan	08/2022	6.4		5,314		5,314
Total investments						$	112,864	$	111,568

⁽¹⁾Represents the weighted average annual current interest rate as of September 30, 2019. All interest rates are payable in cash.

⁽²⁾Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board's valuation process described elsewhere herein.

⁽³⁾The Company also holds a portion of the first lien senior secured loan in this portfolio company.

⁽⁴⁾The entire commitment was unfunded as of September 30, 2019. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

As of September 30, 2019, the Company had committed to fund $109,375 of LLC equity interest subscriptions to GCIC SLF. As of September 30, 2019, $48,356 of the Company's LLC equity interest subscriptions to GCIC SLF had been called and contributed, net of return of capital distributions subject to recall. Immediately prior to the Purchase Agreement, $48,356 of the Company's LLC equity interest subscriptions to GCIC SLF had been called and contributed, net of return of capital distributions subject to recall. Prior to the Purchase Agreement, for the three months ended December 31, 2019, the Company earned $1,905 of dividend income from the LLC equity interest in GCIC SLF.

See below for certain summarized financial information for GCIC SLF as of September 30, 2019 and for the three months ended December 31, 2019:

	As of September 30, 2019
Selected Balance Sheet Information:
Investments, at fair value	$	111,568
Cash and other assets	4,627
Total assets	$	116,195
Senior credit facility	$	59,559
Other liabilities	341
Total liabilities	59,900
Members’ equity	56,295
Total liabilities and members' equity	$	116,195

	Three months ended December 31, 2019
Selected Statement of Operations Information:
Interest income	$	2,081
Total investment income	2,081
Interest and other debt financing expenses	512
Administrative service fee	45
Other expenses	(24)
Total expenses	533
Net investment income	1,548
Net change in unrealized appreciation (depreciation) on investments	(108)
Net increase in members' equity	$	1,440

Note 5. Forward Currency Contracts

The Company enters into forward currency contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company's investments denominated in foreign currencies.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

The outstanding forward currency contracts as of March 31, 2020 and September 30, 2019 were as follows:

As of March 31, 2020
Counterparty	Currency to be sold			Currency to be purchased			Settlement date	Unrealized appreciation ($)		Unrealized depreciation ($)
Macquarie Bank Limited	£	8,925	GBP	$	11,219	USD	3/2/2023	$	97	$	—
Macquarie Bank Limited	£	3,780	GBP	$	4,804	USD	3/27/2023	93		—
Macquarie Bank Limited	€	6,760	EUR	$	8,044	USD	4/28/2023	386		—
Macquarie Bank Limited	€	9,300	EUR	$	10,861	USD	4/29/2022	355		—
								$	931	$	—

As of September 30, 2019
Counterparty	Currency to be sold			Currency to be purchased			Settlement date	Unrealized appreciation ($)		Unrealized depreciation ($)
Macquarie Bank Limited	£	8,925	GBP	$	11,219	USD	3/2/2023	$	—	$	(114)
Macquarie Bank Limited	£	3,780	GBP	$	4,804	USD	3/27/2023	—		(1)
								$	—	$	(115)

In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) with its derivative counterparty, Macquarie Bank Limited (“Macquarie”). The ISDA Master Agreement is a bilateral agreement between the Company and Macquarie that governs over the counter (“OTC”) derivatives, including forward currency contracts, and contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.

For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from Macquarie, if any, is included in the Consolidated Statements of Financial Condition as cash collateral held at broker for forward currency contracts or cash collateral received from broker for forward currency contracts. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that it believes to be of good standing and by monitoring the financial stability of those counterparties.

The following table is intended to provide additional information about the effect of the forward currency contracts on the financial statements of the Company including: the fair value of derivatives by risk category, the location of those fair values on the Consolidated Statement of Financial Condition, and the Company’s gross and net amount of assets and liabilities available for offset under netting arrangements as well as any related collateral received or pledged by the Company as of March 31, 2020 and September 30, 2019.

As of March 31, 2020
Counterparty	Risk exposure category	Unrealized appreciation on forward currency contracts		Unrealized depreciation on forward currency contracts		Net amounts presented in the Consolidated Statement of Financial Condition		Collateral (Received) Pledged (1)		Net Amount (2)
Macquarie Bank Limited	Foreign exchange	$	931	$	—	$	931	$	—	$	931

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

As of September 30, 2019
Counterparty	Risk exposure category	Unrealized appreciation on forward currency contracts		Unrealized depreciation on forward currency contracts		Net amounts presented in the Consolidated Statement of Financial Condition		Collateral (Received) Pledged (1)		Net Amount (2)
Macquarie Bank Limited	Foreign exchange	$	—	$	(115)	$	(115)	$	115	$	—

⁽¹⁾ In some instances, the actual collateral pledged may be more than the amount shown due to over collateralization.

⁽²⁾Represents the net amount due from/(to) counterparties in the event of default.

The impact of derivative transactions for the three and six months ended March 31, 2020 on the Consolidated Statement of Operations, including realized and unrealized gains (losses) is summarized in the table below:

Realized gain (loss) on forward currency contracts recognized in income
Risk exposure category	For the three months ended March 31, 2020		For the six months ended March 31, 2020
Foreign exchange	$	—	$	—
Change in unrealized appreciation (depreciation) on forward currency contracts recognized in income
Risk exposure category	For the three months ended March 31, 2020		For the six months ended March 31, 2020
Foreign exchange	$	2,296	$	1,046

The following table is a summary of the average outstanding daily volume for forward currency contracts for the three and six months ended March 31, 2020:

Average U.S. Dollar notional outstanding	For the three months ended March 31, 2020		For the six months ended March 31, 2020
Forward currency contracts	$	34,928	$	32,449

Exclusion of the Investment Adviser from Commodity Pool Operator Definition

Engaging in commodity interest transactions such as swap transactions or futures contracts for the Company may cause the Investment Adviser to fall within the definition of “commodity pool operator” under the Commodity Exchange Act (the “CEA”) and related Commodity Futures Trading Commission (the “CFTC”) regulations. On February 6, 2020, the Investment Adviser claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its management of the Company and, therefore, is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of the Company.

Note 6. Fair Value Measurements

The Company follows ASC Topic 820 for measuring fair value. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the assets or liabilities or market and the assets’ or liabilities’ complexity. The Company’s fair value analysis includes an analysis of the value of any unfunded loan commitments. Assets and liabilities are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the asset or liability as of the measurement date. The three levels are defined as follows:

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Level 1:  Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2:  Inputs include quoted prices for similar assets or liabilities in active markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities.

Level 3: Inputs include significant unobservable inputs for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and require significant management judgment or estimation.

In certain cases, the inputs used to measure fair value fall into different levels of the fair value hierarchy. In such cases, an asset’s or a liability’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company assesses the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfers. There were no transfers among Level 1, 2 and 3 of the fair value hierarchy for assets and liabilities during the three and six months ended March 31, 2020 and 2019. The following section describes the valuation techniques used by the Company to measure different assets and liabilities at fair value and includes the level within the fair value hierarchy in which the assets and liabilities are categorized.

Investments

Level 1 investments are valued using quoted market prices. Level 2 investments are valued using market consensus prices that are corroborated by observable market data and quoted market prices for similar assets and liabilities. Level 3 investments are valued at fair value as determined in good faith by the Board, based on input of management, the audit committee and independent valuation firms that have been engaged at the direction of the Board to assist in the valuation of each portfolio investment without a readily available market quotation at least once during a trailing twelve-month period under a valuation policy and a consistently applied valuation process. This valuation process is conducted at the end of each fiscal quarter, with approximately 25% (based on the number of portfolio companies) of the Company’s valuations of debt and equity investments without readily available market quotations subject to review by an independent valuation firm. All investments as of March 31, 2020 and September 30, 2019, with the exception of money market funds included in cash, cash equivalents and restricted cash and cash equivalents (Level 1 investments), forward currency contracts (Level 2 investments) and investments measured at fair value using the NAV, were valued using Level 3 inputs.

When determining fair value of Level 3 debt and equity investments, the Company takes into account the following factors, where relevant: the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that affect the price at which similar investments are made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s net income before net interest expense, income tax expense, depreciation and amortization (“EBITDA”). A portfolio company’s EBITDA can include pro forma adjustments for items such as acquisitions, divestitures, or expense reductions. The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. If debt investments are credit impaired, the Company will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, the Company uses a market interest rate yield analysis to determine fair value.

In addition, for certain debt investments, the Company bases its valuation on indicative bid and ask prices provided by an independent third party pricing service. Bid prices reflect the highest price that the Company and others may be willing to pay. Ask prices represent the lowest price that the Company and others may be willing to accept. The Company generally uses the midpoint of the bid/ask range as its best estimate of fair value of such investment.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Due to the inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that are ultimately received or settled. Further, such investments are generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which such investment had previously been recorded. The Company’s investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.

The following tables present fair value measurements of the Company’s investments and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as of March 31, 2020 and September 30, 2019:

As of March 31, 2020	Fair Value Measurements Using
Description	Level 1		Level 2		Level 3		Total
Assets, at fair value:
Debt investments(1)	$	—	$	—	$	4,138,104	$	4,138,104
Equity investments(1)	—		—		72,111		72,111
Money market funds(1)(2)	15,726		—		—		15,726
Forward currency contracts	—		931		—		931
Total assets, at fair value:	$	15,726	$	931	$	4,210,215	$	4,226,872

As of September 30, 2019	Fair Value Measurements Using
Description	Level 1		Level 2		Level 3		Total
Assets, at fair value:
Debt investments(1)	$	—	$	—	$	4,083,298	$	4,083,298
Equity investments(1)	—		—		85,990		85,990
Money market funds(1)(2)	9,963		—		—		9,963
Investment measured at NAV(3)(4)	—		—		—		123,644
Total assets, at fair value:	$	9,963	$	—	$	4,169,288	$	4,302,895
Liabilities at fair value:
Forward currency contracts	$	—	$	(115)	$	—	$	(115)
Total liabilities, at fair value:	$	—	$	(115)	$	—	$	(115)

⁽¹⁾Refer to the Consolidated Schedules of Investments for further details.

⁽²⁾Included in cash and cash equivalents, restricted cash and cash equivalents, foreign currencies and restricted foreign currencies on the Consolidated Statements of Financial Condition.

⁽³⁾Certain investments that are measured at fair value using the NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Financial Condition.

⁽⁴⁾Represents the Company's investments in LLC equity interests in the SLFs. The fair value of these investments have been determined using the NAV of the Company’s ownership interest in members’ capital.

The net change in unrealized appreciation (depreciation) for the three and six months ended March 31, 2020, reported within the net change in unrealized appreciation (depreciation) on investments in the Company's Consolidated Statements of Operations attributable to the Company's Level 3 assets held as of March 31, 2020 was $(271,617) and $(261,076), respectively. The net change in unrealized appreciation (depreciation) for the three and six months ended March 31, 2019, reported within the net change in unrealized appreciation (depreciation) on investments in the Company's Consolidated Statements of Operations attributable to the Company's Level 3 assets held as of March 31, 2019 was $806 and $2,308, respectively.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

The following tables present the changes in investments measured at fair value using Level 3 inputs for the six months ended March 31, 2020 and 2019:

	For the six months ended March 31, 2020
	Debt Investments		Equity Investments		Total Investments
Fair value, beginning of period	$	4,083,298	$	85,990	$	4,169,288
Net change in unrealized appreciation (depreciation) on investments	(226,168)		(16,622)		(242,790)
Realized gain (loss) on investments	(7,069)		1,922		(5,147)
Funding of (proceeds from) revolving loans, net	31,054		—		31,054
Fundings of investments	493,587		5,254		498,841
PIK interest	4,648		—		4,648
Proceeds from principal payments and sales of portfolio investments	(433,041)		(7,811)		(440,852)
Accretion of discounts and amortization of premiums	(15,896)		—		(15,896)
Transfers in (1)	207,691		3,378		211,069
Fair value, end of period	$	4,138,104	$	72,111	$	4,210,215

	For the six months ended March 31, 2019
	Debt Investments		Equity Investments		Total Investments
Fair value, beginning of period	$	1,671,051	$	40,706	$	1,711,757
Net change in unrealized appreciation (depreciation) on investments	(4,384)		3,306		(1,078)
Realized gain (loss) on investments	(2,647)		(1,153)		(3,800)
Funding of (proceeds from) revolving loans, net	4,051		—		4,051
Fundings of investments	303,880		5,305		309,185
PIK interest	851		—		851
Proceeds from principal payments and sales of portfolio investments	(138,501)		(3,124)		(141,625)
Accretion of discounts and amortization of premiums	3,930		—		3,930
Fair value, end of period	$	1,838,231	$	45,040	$	1,883,271

⁽¹⁾ Transfers in represent debt and equity investments acquired in the Purchase Agreement.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of March 31, 2020 and September 30, 2019.

Quantitative information about Level 3 Fair Value Measurements
	Fair value as of March 31, 2020		Valuation Techniques	Unobservable Input	Range (Weighted Average) (1)
Assets:
Senior secured loans(2)	$	623,688	Market rate approach	Market interest rate	4.5% - 18.0% (7.6%)
			Market comparable companies	EBITDA multiples	5.5x - 20.0x (11.0x)
	5,562		Market comparable	Broker/dealer bids or quotes	N/A
One stop loans(3)(4)	$	3,422,341	Market rate approach	Market interest rate	2.8% - 27.3% (8.7%)
			Market comparable companies	EBITDA multiples	4.5x - 27.2x (12.8x)
				Revenue multiples	1.5x - 10.0x (5.8x)
Subordinated debt and second lien loans(5)	$	20,325	Market rate approach	Market interest rate	4.0% - 12.0% (11.1%)
			Market comparable companies	EBITDA multiples	8.5x - 16.0x (12.7x)
				Revenue multiples	4.0x (4.0x)
Equity(6)	$	72,111	Market comparable companies	EBITDA multiples	4.5x - 27.2x (12.7x)
				Revenue multiples	1.5x - 8.0x (3.7x)

⁽¹⁾Unobservable inputs were weighted by the relative fair value of the instruments.

⁽²⁾Excludes $17,747 of non-accrual loans at fair value, which the Company valued using the market comparable companies approach.

⁽³⁾Excludes $48,441 of non-accrual loans at fair value, which the Company valued using the market comparable companies approach.

⁽⁴⁾The Company valued $3,008,679 and $413,662 of one stop loans using EBITDA and revenue multiples, respectively. All one stop loans were also valued using the market rate approach.

⁽⁵⁾The Company valued $20,173 and $152 of subordinated debt and second lien loans using EBITDA and revenue multiples, respectively. All subordinated debt and second lien loans were also valued using the market rate approach.

⁽⁶⁾The Company valued $61,728 and $10,383 of equity investments using EBITDA and revenue multiples, respectively.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Quantitative information about Level 3 Fair Value Measurements
	Fair value as of September 30, 2019		Valuation Techniques	Unobservable Input	Range (Weighted Average)(1)
Assets:
Senior secured loans(2)	$	573,582	Market rate approach	Market interest rate	4.3% - 11.3% (6.7%)
			Market comparable companies	EBITDA multiples	7.0x - 24.0x (12.9x)
	9,901		Market comparable	Broker/dealer bids or quotes	N/A
One stop loans(3)(4)	$	3,466,310	Market rate approach	Market interest rate	5.3% - 30.8% (8.2%)
			Market comparable companies	EBITDA multiples	5.0x - 28.5x (14.3x)
				Revenue multiples	2.0x - 11.0x (5.9x)
Subordinated debt and second lien loans(5)	$	19,842	Market rate approach	Market interest rate	7.5% - 19.5% (11.1%)
			Market comparable companies	EBITDA multiples	8.5x - 17.5x (13.3x)
				Revenue multiples	3.0x - 3.0x (3.0x)
Equity(6)(7)	$	85,990	Market comparable companies	EBITDA multiples	5.0x - 28.5x (14.1x)
				Revenue multiples	2.0x - 6.5x (4.0x)

⁽¹⁾Unobservable inputs were weighted by the relative fair value of the instruments.

⁽²⁾Excludes $5,857 of non-accrual loans at fair value, which the Company valued using the market comparable companies approach.

⁽³⁾Excludes $7,806 of non-accrual loans at fair value, which the Company valued using the market comparable companies approach.

⁽⁴⁾The Company valued $3,051,629 and $414,681 of one stop loans using EBITDA and revenue multiples, respectively. All one stop loans were also valued using the market rate approach.

⁽⁵⁾The Company valued $19,834 and $8 of subordinated debt and second lien loans using EBITDA and revenue multiples, respectively. All subordinated debt and second lien loans were also valued using the market rate approach.

⁽⁶⁾Excludes $123,644 of LLC equity interests in SLF at fair value, which the Company valued using the NAV.

⁽⁷⁾The Company valued $74,958 and $11,032 of equity investments using EBITDA and revenue multiples, respectively.

The above tables are not intended to be all-inclusive but rather to provide information on significant unobservable inputs and valuation techniques used by the Company.

The significant unobservable inputs used in the fair value measurement of the Company’s debt and equity investments are EBITDA multiples, revenue multiples and market interest rates. The Company uses EBITDA multiples and, to a lesser extent, revenue multiples on its debt and equity investments to determine any credit gains or losses. Increases or decreases in either of these inputs in isolation would have resulted in a significantly lower or higher fair value measurement. The Company uses market interest rates for loans to determine if the effective yield on a loan is commensurate with the market yields for that type of loan. If a loan’s effective yield was significantly less than the market yield for a similar loan with a similar credit profile, then the resulting fair value of the loan may have been lower.

Other Financial Assets and Liabilities

ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. As a result, with the exception of the line item titled “debt” which is reported at cost, all assets and liabilities approximate fair value on the Consolidated Statements of Financial Condition due to their short maturity. Fair value of the Company’s debt is estimated using Level 3 inputs by discounting remaining payments using comparable market rates or market quotes for similar instruments at the measurement date, if available.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

The following are the carrying values and fair values of the Company’s debt as of March 31, 2020 and September 30, 2019.

	As of March 31, 2020				As of September 30, 2019
	Carrying Value		Fair Value		Carrying Value		Fair Value
Debt	$	2,362,678	$	2,327,418	$	2,124,392	$	2,125,683

Note 7. Borrowings

In accordance with the 1940 Act, with certain limited exceptions, prior to February 6, 2019, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing. On February 5, 2019, the Company’s stockholders voted to approve the asset coverage requirement decrease to 150% from 200% in accordance with Section 61(a)(2) of the 1940 Act. Effective February 6, 2019, the reduced asset coverage requirement permits the Company to have a ratio of total consolidated assets to outstanding indebtedness of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement.  The Company currently intends to target a GAAP debt-to-equity ratio between 0.85 to 1.15x. On September 13, 2011, the Company received exemptive relief from the SEC allowing it to modify the asset coverage requirement to exclude the SBA debentures from its asset coverage calculation. As such, the Company’s ratio of total consolidated assets to outstanding indebtedness could be less than the applicable asset coverage requirement under the 1940 Act. This provides the Company with increased investment flexibility but also increases its risks related to leverage. As of March 31, 2020, the Company’s asset coverage for borrowed amounts was 193.7% (excluding the SBA debentures).

Debt Securitizations:

On June 5, 2014, the Company completed a $402,569 term debt securitization (“2014 Debt Securitization”). The notes (“2014 Notes”) offered in the 2014 Debt Securitization were issued by the 2014 Issuer and are secured by a diversified portfolio of senior secured and second lien loans held by the 2014 Issuer. The 2014 Debt Securitization initially consisted of $191,000 of Aaa/AAA Class A-1 2014 Notes, $20,000 of Aaa/AAA Class A-2 2014 Notes and $35,000 of Aa2/AA Class B 2014 Notes. In partial consideration for the loans transferred to the 2014 Issuer as part of the 2014 Debt Securitization, the Company received and retained $37,500 of Class C 2014 Notes and $119,069 of LLC equity interests in the 2014 Issuer. On March 23, 2018, the Company and the 2014 Issuer amended the 2014 Debt Securitization to, among other things, (a) refinance the issued Class A-1 2014 Notes by redeeming in full the $191,000 of Class A-1 2014 Notes and issuing new Class A-1-R 2014 Notes in an aggregate principal amount of $191,000 that bear interest at a rate of three-month LIBOR plus 0.95%, which is a decrease from the rate of three-month LIBOR plus 1.75% of the previously outstanding Class A-1 2014 Notes, (b) refinance the Class A-2 2014 Notes by redeeming in full the $20,000 of Class A-2 2014 Notes and issuing new Class A-2-R 2014 Notes in an aggregate principal amount of $20,000 that bear interest at a rate of three-month LIBOR plus 0.95%, which is a decrease from the rate of three-month LIBOR plus 1.95% of the previously outstanding Class A-2 2014 Notes, (c) refinance the Class B 2014 Notes by redeeming in full the $35,000 of Class B 2014 Notes and issuing new Class B-R 2014 Notes in an aggregate principal amount of $35,000 that bear interest at a rate of three-month LIBOR plus 1.40%, which is a decrease from the rate of three-month LIBOR plus 2.50% of the previously outstanding Class B 2014 Notes, (d) refinance the Class C 2014 Notes by redeeming in full the $37,500 of Class C 2014 Notes and issuing new Class C-R 2014 Notes in an aggregate principal amount of $37,500 that bear interest at a rate of three-month LIBOR plus 1.55%, which is a decrease from the rate of three-month LIBOR plus 3.50% of the previously outstanding Class C 2014 Notes. The Class C-R 2014 Notes were retained by the Company, and the Company remains the sole owner of the equity of the 2014 Issuer. The Class A-1-R, Class A-2-R and Class B-R 2014 Notes are included in the March 31, 2020 and September 30, 2019 Consolidated Statements of Financial Condition as debt of the Company and the Class C-R 2014 Notes and LLC equity interests were eliminated in consolidation.

Through April 28, 2018, all principal collections received on the underlying collateral could have been used by the 2014 Issuer to purchase new collateral under the direction of the Investment Adviser in its capacity as collateral manager of the 2014 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2014 Debt Securitization. For the three and six months ended March 31, 2020, the Company had repayments on the 2014 Notes of $17,341 and $23,887, respectively. For the three and six months ended March 31, 2019, the Company had repayments on the 2014 Notes of $9,561 and $18,040, respectively. The 2014 Notes are scheduled to mature on April 25, 2026.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

As of March 31, 2020 and September 30, 2019, there were 60 and 68 portfolio companies with a total fair value of $222,999 and $275,727, respectively, securing the 2014 Notes. The pool of loans in the 2014 Debt Securitization must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.

The interest charged under the 2014 Debt Securitization is based on three-month LIBOR. The three-month LIBOR in effect as of March 31, 2020 based on the last interest rate reset was 1.8%. For the three and six months ended March 31, 2020 and 2019, the components of interest expense, cash paid for interest, average interest rates and average outstanding balances for the 2014 Debt Securitization were as follows:

	For the three months ended March 31,						For the six months ended March 31,
	2020			2019			2020			2019
Stated interest expense	$	797		$	1,697		$	1,763		$	3,398
Amortization of debt issuance costs	—			—			—			110
Total interest and other debt financing expenses	$	797		$	1,697		$	1,763		$	3,508
Cash paid for interest expense	$	945		$	1,702		$	2,027		$	3,400
Annualized average stated interest rate	3.0		%	3.8		%	3.1		%	3.7		%
Average outstanding balance	$	107,402		$	181,992		$	114,487		$	186,655

As of March 31, 2020, the classes, amounts, ratings and interest rates (expressed as a spread to three-month LIBOR) of the Class A-1-R, A-2-R and B-R 2014 Notes are as follows:

Description	Class A-1-R 2014 Notes	Class A-2-R 2014 Notes	Class B-R 2014 Notes
Type	Senior Secured Floating Rate	Senior Secured Floating Rate	Senior Secured Floating Rate
Amount Outstanding	$61,054	$6,393	$35,000
Moody’s Rating	"Aaa"	"Aaa"	"Aa1"
S&P Rating	"AAA"	"AAA"	"AA+"
Interest Rate	LIBOR + 0.95%	LIBOR + 0.95%	LIBOR + 1.40%

On November 16, 2018, the Company completed a $602.4 million term debt securitization (the “2018 Debt Securitization”). The notes offered in the 2018 Debt Securitization (the “2018 Notes”) were issued by the 2018 Issuer, a subsidiary of 2018 CLO Depositor, and are backed by a diversified portfolio of senior secured and second lien loans. The transaction was executed through a private placement of approximately $327.0 million of AAA/AAA Class A 2018 Notes, which bear interest at the three-month LIBOR plus 1.48%; $61.2 million of AA Class B 2018 Notes, which bear interest at the three-month LIBOR plus 2.10%; $20.0 million of A Class C-1 2018 Notes, which bear interest at the three-month LIBOR plus 2.80%; $38.8 million of A Class C-2 2018 Notes, which bear interest at the three-month LIBOR plus 2.65%; $42.0 million of BBB- Class D 2018 Notes, which bear interest at the three-month LIBOR plus 2.95%; and $113.4 million of Subordinated 2018 Notes which do not bear interest. The Company indirectly retained all of the Class C-2, Class D and Subordinated 2018 Notes. Through January 20, 2023, the 2018 Issuer is permitted to use all principal collections received on the underlying collateral to purchase new collateral under the direction of the Investment Adviser, in its capacity as collateral manager of the 2018 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2018 Debt Securitization. The 2018 Notes are scheduled to mature on January 20, 2031. The Class A, Class B and Class C-1 2018 Notes are included in the March 31, 2020 and September 30, 2019 Consolidated Statements of Financial Condition as debt of the Company. As of March 31, 2020 and September 30, 2019, the Class C-2, Class D and Subordinated 2018 Notes were eliminated in consolidation.

As of March 31, 2020 and September 30, 2019, there were 93 and 101 portfolio companies, respectively, with a total fair value of $562,417 and $592,462, respectively, securing the 2018 Notes. The pool of loans in the 2018 Debt

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Securitization must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.

The interest charged under the 2018 Debt Securitization is based on three-month LIBOR. The three-month LIBOR in effect as of March 31, 2020 based on the last interest rate reset was 1.8%. For the three and six months ended March 31, 2020 and 2019, the components of interest expense, cash paid for interest, average interest rates and average outstanding balances for the 2018 Debt Securitization were as follows:

	For the three months ended March 31,						For the six months ended March 31,
	2020			2019			2020			2019
Stated interest expense	$	3,600		$	4,353		$	7,430		$	6,578
Amortization of debt issuance costs	105			104			211			157
Total interest and other debt financing expenses	$	3,705		$	4,457		$	7,641		$	6,735
Cash paid for interest expense	$	3,759		$	—		$	7,799		$	—
Annualized average stated interest rate	3.5		%	4.3		%	3.6		%	4.3		%
Average outstanding balance	$	408,200		$	408,200		$	408,200		$	305,028

As of March 31, 2020, the classes, amounts, ratings and interest rates (expressed as a spread to three-month LIBOR) of the Class A, B and C-1 2018 Notes are as follows:

Description	Class A 2018 Notes	Class B 2018 Notes	Class C-1 2018 Notes
Type	Senior Secured Floating Rate	Senior Secured Floating Rate	Senior Secured Floating Rate
Amount Outstanding	$327,000	$61,200	$20,000
Fitch Rating	"AAA"	"NR"	"NR"
S&P Rating	"AAA"	"AA"	"A"
Interest Rate	LIBOR + 1.48%	LIBOR + 2.10%	LIBOR + 2.80%

Effective September 16, 2019, the Company assumed, as a result of the Merger, a $908,195 term debt securitization (the “GCIC 2018 Debt Securitization”). The GCIC 2018 Debt Securitization was originally completed on December 13, 2018. The notes offered in the GCIC 2018 Debt Securitization (the “GCIC 2018 Notes”) were issued by the GCIC 2018 Issuer, a subsidiary of GCIC 2018 CLO Depositor, and are secured by a diversified portfolio of senior secured and second lien loans. The GCIC 2018 Debt Securitization consists of $490,000 of AAA/AAA Class A-1 GCIC 2018 Notes, $38,500 of AAA Class A-2 GCIC 2018 Notes, and $18,000 of AA Class B-1 GCIC 2018 Notes. In partial consideration for the loans transferred to the GCIC 2018 Issuer as part of the GCIC 2018 Debt Securitization, the GCIC 2018 CLO Depositor received and retained $27,000 of Class B-2 GCIC 2018 Notes, $95,000 of Class C GCIC 2018 Notes and $60,000 of Class D GCIC 2018 Notes and $179,695 of Subordinated GCIC 2018 Notes. The Class A-1, Class A-2 and Class B-1 GCIC 2018 Notes are included in the March 31, 2020 and September 30, 2019 Consolidated Statement of Financial Condition as debt of the Company. As of March 31, 2020 and September 30, 2019, the Class B-2, Class C and Class D GCIC 2018 Notes and the Subordinated GCIC 2018 Notes were eliminated in consolidation.

Through January 20, 2023, the GCIC 2018 Issuer is permitted to use all principal collections received on the underlying collateral to purchase new collateral under the direction of the Investment Adviser in its capacity as collateral manager of the GCIC 2018 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the GCIC 2018 Debt Securitization. The GCIC 2018 Notes are scheduled to mature on January 20, 2031, and the Subordinated GCIC 2018 Notes are scheduled to mature on December 13, 2118.

Two loan sale agreements govern the GCIC 2018 Debt Securitization. One of the loan sale agreements provided for the sale of assets upon the closing of the GCIC 2018 Debt Securitization to satisfy risk retention requirements. Under the terms of the other loan sale agreement governing the GCIC 2018 Debt Securitization, the Company

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

agreed to directly or indirectly through the GCIC 2018 CLO Depositor sell or contribute certain senior secured and second lien loans (or participation interests therein) to the GCIC 2018 Issuer.

As of March 31, 2020 and September 30, 2019, there were 109 and 115 portfolio companies, respectively, with a total fair value of $846,389 and $893,003, respectively securing the GCIC 2018 Notes. The pool of loans in the GCIC 2018 Debt Securitization must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.

The interest charged under the GCIC 2018 Debt Securitization is based on three-month LIBOR. The three-month LIBOR in effect as of March 31, 2020 based on the last interest rate reset was 1.8%. For the three and six months ended March 31, 2020 and 2019, the components of interest expense, cash paid for interest, annualized average interest rates and average outstanding balances for the GCIC 2018 Debt Securitization were as follows:

	For the three months ended March 31,					For the six months ended March 31,
	2020			2019		2020			2019
Stated interest expense	$	5,102		$	—	$	10,280		$	—
Amortization of debt issuance costs	—			—		—			—
Total interest and other debt financing expenses	$	5,102		$	—	$	10,280		$	—
Cash paid for interest expense	$	5,224		$	—	10,267			—
Annualized average stated interest rate	3.8		%	N/A		3.8		%	N/A
Average outstanding balance	$	546,500		$	—	$	546,500		$	—

As of March 31, 2020, the classes, amounts, ratings and interest rates (expressed as a spread to three-month LIBOR, as applicable) of the Class A-1 GCIC 2018 Notes, Class A-2 GCIC 2018 Notes, and Class B-1 GCIC 2018 Notes were as follows:

Description	Class A-1 GCIC 2018 Notes	Class A-2 GCIC 2018 Notes	Class B-1 GCIC 2018 Notes
Type	Senior Secured Floating Rate	Senior Secured Fixed Rate	Senior Secured Floating Rate
Amount Outstanding	$490,000	$38,500	$18,000
Fitch’s Rating	"AAA"	"NR"	"NR"
S&P Rating	"AAA"	"AAA"	"AA"
Interest Rate	LIBOR + 1.48%	4.67%	LIBOR + 2.25%

The Investment Adviser serves as collateral manager to the 2014 Issuer, 2018 Issuer and GCIC 2018 Issuer under separate collateral management agreements and receives a fee for providing these services. The total fees payable by the Company under the Investment Advisory Agreement and Prior Investment Advisory Agreement, as applicable, are reduced by an amount equal to the total aggregate fees paid to the Investment Adviser by the 2014 Issuer, the 2018 Issuer and the GCIC 2018 Issuer for rendering such collateral management services.

As part of each of the 2014 Debt Securitization, the 2018 Debt Securitization and the GCIC 2018 Debt Securitization, GBDC entered into, or assumed in the Merger, master loan sale agreements under which GBDC agreed to directly or indirectly sell or contribute certain senior secured and second lien loans (or participation interests therein) to the 2014 Issuer, the 2018 Issuer and the GCIC 2018 Issuer, as applicable, and to purchase or otherwise acquire the LLC equity interests in the 2014 Issuer, the Subordinated 2018 Notes and the GCIC Subordinated 2018 Notes, as applicable. As of March 31, 2020, the 2014 Notes, the 2018 Notes and GCIC 2018 Notes (other than the Subordinated 2018 Notes and the GCIC Subordinated 2018 Notes) were the secured obligations of the 2014 Issuer, 2018 Issuer, and GCIC 2018 Issuer, respectively, and indentures governing each of the 2014 Notes, the 2018 Notes, and GCIC 2018 Notes include customary covenants and events of default.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

SBA Debentures: On August 24, 2010, SBIC IV received approval for a license from the SBA to operate as an SBIC. On December 5, 2012, SBIC V received a license from the SBA to operate as an SBIC. On January 10, 2017, SBIC VI received a license from the SBA to operate as an SBIC. SBICs are subject to a variety of regulations and oversight by the SBA concerning the size and nature of the companies in which they invest as well as the structures of those investments.

The licenses allow the SBICs to obtain leverage by issuing SBA-guaranteed debentures, subject to issuance of a capital commitment by the SBA and customary procedures. These debentures are non-recourse to GBDC, have interest payable semiannually and a ten-year maturity. The interest rate is fixed at the time of issuance at a market-driven spread over U.S. Treasury Notes with ten-year maturities.

Under present SBIC regulations, the maximum amount of SBA-guaranteed debentures issued by multiple licensees under common management is $350,000 and the maximum amount issued by a single SBIC licensee is $175,000. As of March 31, 2020, SBIC IV, SBIC V and SBIC VI had $69,700, $151,750 and $66,000, respectively, of outstanding SBA-guaranteed debentures that mature between September 2021 and March 2030. As of September 30, 2019, SBIC IV, SBIC V and SBIC VI had $90,000, $165,000 and $32,000, respectively, of outstanding SBA-guaranteed debentures that mature between September 2021 and September 2029. The original amount of debentures committed to SBIC IV and SBIC V by the SBA were $150,000 and $175,000, respectively. Through March 31, 2020, SBIC IV and SBIC V have repaid $80,300 and $23,250 of outstanding debentures, respectively, and these commitments have effectively been terminated. As of March 31, 2020 and September 30, 2019, SBIC VI had $29,000 and $18,000, respectively, of undrawn debenture commitments, of which $0 and $18,000, respectively, were available to be drawn, subject to SBA regulatory requirements.

The interest rate on the outstanding debentures as of March 31, 2020 is fixed at an average annualized interest rate of 3.1%. For the three and six months ended March 31, 2020 and 2019, the components of interest expense, cash paid for interest, annualized average interest rates and average outstanding balances for the SBA debentures were as follows:

	For the three months ended March 31,						For the six months ended March 31,
	2020			2019			2020			2019
Stated interest expense	$	2,375		$	2,384		$	4,818		$	4,747
Amortization of debt issuance costs	310			214			590			432
Total interest and other debt financing expenses	$	2,685		$	2,598		$	5,408		$	5,179
Cash paid for interest expense	$	4,826		$	4,711		$	4,826		$	4,711
Annualized average stated interest rate	3.2		%	3.4		%	3.2		%	3.4		%
Average outstanding balance	$	302,098		$	286,156		$	301,983		$	281,780

Revolving Credit Facilities: On July 21, 2011, Funding entered into a senior secured revolving credit facility (as amended, the “Credit Facility”) with Wells Fargo Bank, N.A., as administrative agent and lender. On February 4, 2019, the Credit Facility was repaid in full and subsequently terminated. Prior to termination, the Credit Facility allowed Funding to borrow up to $170,000 at any one time outstanding, subject to leverage and borrowing base restrictions. The Credit Facility bore interest at one-month LIBOR plus 2.15%. In addition to the stated interest rate on the Credit Facility, the Company was required to pay a non-usage fee at a rate between 0.50% and 1.75% per annum depending on the size of the unused portion of the Credit Facility.

As of March 31, 2020 and September 30, 2019, the Company had no outstanding debt under the Credit Facility. For the three and six months ended March 31, 2020, the Company had borrowings on the Credit Facility of $0 and $0, respectively, and repayments on the Credit Facility of $0 and $0, respectively. For the three and six months ended March 31, 2019, the Company had borrowings on the Credit Facility of $47,700 and $274,522, respectively, and repayments on the Credit Facility of $144,954 and $410,547, respectively.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

For the three and six months ended March 31, 2020 and 2019, the components of interest expense, cash paid for interest and facility fees, annualized average interest rates and average outstanding balances for the Credit Facility were as follows:

	For the three months ended March 31,					For the six months ended March 31,
	2020		2019			2020		2019
Stated interest expense	$	—	$	479		$	—	$	1,455
Facility fees	—		4			—		189
Amortization of debt issuance costs	—		58			—		156
Total interest and other debt financing expenses	$	—	$	541		$	—	$	1,800
Cash paid for interest expense and facility fees	$	—	$	784		$	—	$	2,033
Annualized average stated interest rate	N/A		4.7		%	N/A		4.5		%
Average outstanding balance	$	—	$	41,702		$	—	$	64,194

On July 20, 2018, the 2010 Issuer entered into a credit facility (as amended, the “MS Credit Facility”) with Morgan Stanley Bank, N.A., as lender, Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as administrative agent, and U.S. Bank National Association, as collateral agent for the administrative agent and the lenders. On November 1, 2018, the 2010 Issuer amended the MS Credit Facility to, among other things, increase the size of the MS Credit Facility from $300,000 to $450,000. The other material terms of the MS Credit Facility were unchanged. On November 16, 2018, a portion of the proceeds from the private placement of the 2018 Notes, net of expenses, was used to repay all amounts outstanding under the MS Credit Facility, following which the agreements governing the MS Credit Facility were terminated. The MS Credit Facility bore interest at a rate equal to one-month LIBOR plus 1.90% and was scheduled to mature on March 20, 2019.

The MS Credit Facility was secured by all of the assets held by the 2010 Issuer. Pursuant to a collateral management agreement, the Investment Adviser had agreed to perform certain duties with respect to the purchase and management of the assets securing the MS Credit Facility. The Investment Adviser was not paid a fee for such services under the collateral management agreement, but was reimbursed for expenses incurred in the performance of such obligations other than any ordinary overhead expenses, which were not reimbursed.

As of March 31, 2020 and September 30, 2019, the Company had no outstanding debt under the MS Credit Facility. For the three and six months ended March 31, 2020, the Company had borrowings on the MS Credit Facility of $0 and $0, respectively, and repayments on the MS Credit Facility of $0 and $0, respectively. For the three and six months ended March 31, 2019, the Company had borrowings on the MS Credit Facility of $0 and $147,100, respectively, and repayments on the MS Credit Facility of $0 and $381,800, respectively.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

For the three and six months ended March 31, 2020 and 2019, the components of interest expense, cash paid for interest and facility fees, average interest rates and average outstanding balances for the MS Credit Facility were as follows:

	For the three months ended March 31,				For the six months ended March 31,
	2020		2019		2020		2019
Stated interest expense	$	—	$	—	$	—	$	1,453
Amortization of debt issuance costs	—		—		—		190
Total interest and other debt financing expenses	$	—	$	—	$	—	$	1,643
Cash paid for interest expense and facility fees	$	—	$	—	$	—	$	3,174
Annualized average stated interest rate	N/A		N/A		N/A		4.2		%
Average outstanding balance	$	—	$	—	$	—	$	68,576

On February 1, 2019, Funding II entered into a credit facility as amended, (the “MS Credit Facility II”) with Morgan Stanley, as the administrative agent, each of the lenders from time to time party thereto, each of the securitization subsidiaries from time to time party thereto, and Wells Fargo Bank, N.A., as collateral agent, account bank and collateral custodian. On September 6, 2019, the Company entered into an amendment to the MS Credit Facility II to increase borrowing capacity to $300,000. On October 11, 2019, the Company entered into an amendment to increase the borrowing capacity under the MS Credit Facility II from $300,000 to $500,000 until the earlier of (i) the closing date of a debt securitization transaction mutually agreed to by the Company and Morgan Stanley or (ii) March 31, 2020 after which the borrowing capacity under the MS Credit Facility II will revert to $200,000. On March 20, 2020, the Company entered into an amendment that changes the date under which the borrowing capacity reverts from $500,000 to $200,000 to June 30, 2020 from March 31, 2020. As of March 31, 2020, the MS Credit Facility II allows Funding II to borrow up to $500,000 at any one time outstanding, subject to leverage and borrowing base restrictions.

The period from February 1, 2019 until February 1, 2021 is referred to as the revolving period and during such revolving period, Funding II may request drawdowns under the MS Credit Facility II. During the revolving period, borrowings under the MS Credit Facility II bear interest at the applicable base rate plus 2.05%. Following expiration of the revolving period, the interest rate on borrowings under the MS Credit Facility II will reset to the applicable base rate plus 2.55% for the remaining term of the MS Credit Facility II. The revolving period will continue through February 1, 2021 unless there is an earlier termination or event of default. The base rate under the MS Credit Facility II is (i) the one-month LIBOR with respect to any advances denominated in U.S. dollars or U.K. pound sterling, (ii) the one-month EURIBOR with respect to any advances denominated in euros, and (iii) the one-month Canadian Dollar Offered Rate with respect to any advances denominated in Canadian dollars. The scheduled maturity date of the MS Credit Facility II is February 1, 2024.

The MS Credit Facility II is secured by all of the assets held by Funding II. Both the Company and Funding II have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. The borrowings under the MS Credit Facility II will be subject to the leverage restrictions contained in the 1940 Act.

As of March 31, 2020 and September 30, 2019, the Company had outstanding debt under the MS Credit Facility II of $408,452 and $259,946, respectively. For the three and six months ended March 31, 2020, the Company had borrowings on the MS Credit Facility II of $72,143 and $203,543, respectively, and repayments on the MS Credit Facility II of $47,331 and $54,531, respectively. For the three and six months ended March 31, 2019, the Company had borrowings on the MS Credit Facility II of $231,263 and $231,263, respectively, and repayments on the MS Credit Facility II of $54,650 and $54,650, respectively.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

For the three and six months ended March 31, 2020 and 2019, the components of interest expense, cash paid for interest and facility fees, average interest rates and average outstanding balances for the MS Credit Facility II were as follows:

	For the three months ended March 31,						For the six months ended March 31,
	2020			2019			2020			2019
Stated interest expense	$	3,420		$	1,188		$	6,735		$	1,188
Facility fees	90			26			262			26
Amortization of debt issuance costs	318			91			503			91
Total interest and other debt financing expenses	$	3,828		$	1,305		$	7,500		$	1,305
Cash paid for interest expense and facility fees	$	3,543		$	—		$	5,704		$	—
Annualized average stated interest rate	3.4		%	4.5		%	3.6		%	4.5		%
Average outstanding balance	$	398,793		$	107,022		$	371,123		$	52,923

Effective September 16, 2019, the Company assumed, as a result of the Merger, a senior secured revolving credit facility (as amended, the “WF Credit Facility”) with GCIC Funding as the borrower and with Wells Fargo Bank, N.A. as the swingline lender, collateral agent, account bank, collateral custodian and administrative agent which, as of March 31, 2020, allowed GCIC Funding to borrow up to $300,000 at any one time outstanding, subject to leverage and borrowing base restrictions.  The WF Credit Facility bears interest at one-month LIBOR plus 2.00%.  The reinvestment period of the WF Credit Facility expires on March 20, 2021 and the WF Credit Facility matures on March 21, 2024. The Company is required to pay a non-usage fee rate between 0.50% and 1.75% per annum depending on the size of the unused portion of the WF Credit Facility.

The WF Credit Facility is collateralized by all of the assets held by GCIC Funding, and GBDC has pledged its interests in GCIC Funding as collateral to Wells Fargo Bank, N.A., as the collateral agent, to secure the obligations of GBDC as the transferor and servicer under the WF Credit Facility. Both GBDC and GCIC Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the WF Credit Facility is subject to the asset coverage requirements contained in the 1940 Act.

The Company may transfer certain loans and debt securities it originated or acquired from time to time to GCIC Funding through a purchase and sale agreement and caused GCIC Funding to originate or acquire loans, consistent with the Company’s investment objectives.

As of March 31, 2020 and September 30, 2019, the Company had outstanding debt under the WF Credit Facility of $278,954 and $253,847, respectively. As a result of the Merger, the Company assumed $255,861 of debt under the WF Credit Facility. For the three and six months ended March 31, 2020, the Company had borrowings on the WF Credit Facility of $159,650 and $266,981, respectively, and repayments on the WF Credit Facility of $154,000 and $241,700, respectively. For the three and six months ended March 31, 2019, the Company had borrowings on the WF Credit Facility of $0 and $0, respectively, and repayments on the WF Credit Facility of $0 and $0, respectively.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

For the three and six months ended March 31, 2020 and 2019, the components of interest expense, cash paid for interest and facility fees, annualized average interest rates and average outstanding balances for the WF Credit Facility were as follows:

	For the three months ended March 31,					For the six months ended March 31,
	2020			2019		2020			2019
Stated interest expense	$	1,940		$	—	4,321			$	—
Facility fees	96					162			—
Amortization of debt issuance costs	—			—		—			—
Total interest and other debt financing expenses	$	2,036		$	—	$	4,483		$	—
Cash paid for interest expense	$	2,207		$	—	$	4,585		$	—
Annualized average stated interest rate	3.4		%	N/A		3.6		%	N/A
Average outstanding balance	$	229,150		$	—	$	238,698		$	—

Effective September 16, 2019, the Company assumed as a result of the Merger a senior secured revolving credit facility (as amended, the “DB Credit Facility”) with GCIC Funding II as the borrower and with Deutsche Bank AG, New York branch, as facility agent, the other agents parties thereto, each of the entities from time to time party thereto as securitization subsidiaries and Wells Fargo Bank, National Association, as collateral agent and as collateral custodian, which as of March 31, 2020 allowed GCIC Funding II to borrow up to $250,000 at any one time outstanding, subject to leverage and borrowing base restrictions.

As of March 31, 2020, the DB Credit Facility bears interest at the applicable base rate plus 1.90% per annum. The base rate under the DB Credit Facility is (i) the three-month Canadian Dollar Offered Rate with respect to any advances denominated in Canadian dollars, (ii) the three-month EURIBOR Interbank Offered Rate with respect to any advances denominated in Euros, (iii) the three-month Bank Bill Swap Rate with respect to any advances denominated in Australian dollars and (iv) the three-month LIBOR with respect to any other advances. A non-usage fee of 0.25% per annum is payable on the undrawn amount under the DB Credit Facility, and an additional fee based on unfunded commitments of the lenders may be payable if borrowings under the DB Credit Facility do not exceed a minimum utilization percentage threshold. In addition, a syndication/agent fee is payable to the facility agent each quarter and is calculated based on the aggregate commitments outstanding each day during the preceding collection period at a rate of 1/360 of 0.25% of the aggregate commitments on each day. The reinvestment period of the DB Credit Facility expires on December 31, 2021 and the DB Credit Facility matures on December 31, 2024.

The DB Credit Facility is secured by all of the assets held by GCIC Funding II. GCIC Funding II has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. The borrowings of the Company, including under the DB Credit Facility, are subject to the leverage restrictions contained in the 1940 Act.

The Company transfers certain loans and debt securities it has originated or acquired from time to time to GCIC Funding II through a purchase and sale agreement and causes GCIC Funding II to originate or acquire loans, consistent with the Company’s investment objectives.

As of March 31, 2020 and September 30, 2019, the Company had outstanding debt under the DB Credit Facility of $246,997 and $248,042, respectively. As a result of the Merger, the Company assumed $248,042 of debt under the DB Credit Facility. For the three and six months ended March 31, 2020, the Company had borrowings on the DB Credit Facility of $50,200 and $68,200, respectively, and repayments on the DB Credit Facility of $34,300 and $69,300, respectively. For the three and six months ended March 31, 2019, the Company had borrowings on the DB Credit Facility of $0 and $0, respectively, and repayments on the DB Credit Facility of $0 and $0, respectively.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

For the three and six months ended March 31, 2020 and 2019, the components of interest expense, cash paid for interest and facility fees, annualized average interest rates and average outstanding balances for the DB Credit Facility were as follows:

	For the three months ended March 31,					For the six months ended March 31,
	2020			2019		2020			2019
Stated interest expense	$	1,915		$	—	$	4,444		$	—
Facility fees	173					173			—
Total interest and other debt financing expenses	$	2,088		$	—	$	4,617		$	—
Cash paid for interest expense	$	2,156		$	—	$	4,918		—
Annualized average stated interest rate	3.4		%	N/A		3.8		%	N/A
Average outstanding balance	$	226,221		$	—	$	236,089		$	—

Effective January 1, 2020, the Company assumed, as a result of the Purchase Agreement, SLF Credit Facility. The reinvestment period of the SLF Credit Facility ended August 29, 2018 and as of March 31, 2020, the maximum commitment is equal to advances outstanding due to leverage and borrowing base restrictions. The stated maturity date of the SLF Credit Facility is August 30, 2022.

The SLF Credit Facility bears an interest at one-month LIBOR plus 2.05%, depending on the composition of the collateral asset portfolio, per annum.

The SLF Credit Facility is collateralized by all of the assets held by SLF II, and SLF has committed to provide a minimum of $12,500 of unencumbered liquidity. SLF has made customary representations and warranties and is required to comply with various covenants and reporting requirements.

The outstanding balance under the SLF II Credit Facility as of March 31, 2020 was $29,543. For the three and six months ended March 31, 2020, SLF II had borrowings on the SLF Senior Credit Facility of $0 and $0, respectively, and SLF II had repayments on the SLF Senior Credit Facility totaling $22,709 and $22,709, respectively.

For the three and six months ended March 31, 2020 and 2019, the components of interest expense, cash paid for interest and facility fees, average interest rates and average outstanding balances for the SLF Credit Facility were as follows:

	For the three months ended March 31,						For the six months ended March 31,
	2020			2019			2020			2019
Stated interest expense	$	286		$	—		$	286		$	—
Total interest and other debt financing expenses	$	286		$	—		$	286		$	—
Cash paid for interest expense	$	226		$	—		$	226		—
Annualized average stated interest rate	3.5		%	—		%	3.5		%	—
Average outstanding balance	$	32,448		$	—		$	16,136		$	—

Effective January 1, 2020, the Company assumed, as a result of the Purchase Agreement, the GCIC SLF Credit Facility. The expiration of the reinvestment period of the GCIC SLF Credit Facility occurred on September 27, 2018, and as of March 31, 2020, the maximum commitment is equal to advances outstanding due to leverage and borrowing base restrictions. The stated maturity date of the GCIC SLF Credit Facility is September 28, 2022.

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Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

The GCIC SLF Credit Facility bears interest at one-month LIBOR plus 2.05% per annum, depending on the composition of the collateral asset portfolio. The GCIC SLF Credit Facility is collateralized by all of the assets held by GCIC SLF II, and GCIC SLF has committed to provide a minimum of $7,500 of unencumbered liquidity. GCIC SLF has made customary representations and warranties and is required to comply with various covenants and reporting requirements.

The outstanding balance under the GCIC SLF Credit Facility as of March 31, 2020 was $31,655. For the three and six months ended March 31, 2020, GCIC SLF II had borrowings on the GCIC SLF Credit Facility of $0 and $0, respectively, and GCIC SLF II had repayments on the GCIC SLF Credit Facility totaling $12,761 and $12,761, respectively.

For the three and six months ended March 31, 2020 and 2019, the components of interest expense, cash paid for interest and facility fees, average interest rates and average outstanding balances for the GCIC SLF Credit Facility were as follows:

	For the three months ended March 31,					For the six months ended March 31,
	2020			2019		2020			2019
Stated interest expense	$	295		$	—	$	295		$	—
Total interest and other debt financing expenses	$	295		$	—	$	295		$	—
Cash paid for interest expense	$	237		$	—	$	237		—
Annualized average stated interest rate	3.5		%	N/A		3.5		%	N/A
Average outstanding balance	$	33,571		$	—	$	16,694		$	—

Revolver:  On June 22, 2016, the Company entered into the Adviser Revolver with the Investment Adviser with a maximum credit limit of $20,000 and expiration date of June 22, 2019. On June 21, 2019, the Company and the Investment Adviser amended the Adviser Revolver to and among other things, (a) increase the maximum credit limit to $40,000, and (b) change the expiration date to June 21, 2022. On October 28, 2019, the Company entered into an amendment to the Adviser Revolver to increase the borrowing capacity under the Adviser Revolver from $40,000 to $100,000, and simultaneously terminated the Adviser Revolver II, which had been assumed by the Company as a result of the Merger on September 16, 2019. The Adviser Revolver bears an interest rate equal to the short-term Applicable Federal Rate, which was 1.5% as of March 31, 2020. As of March 31, 2020, the Company had $27,500 of outstanding debt under the Adviser Revolver. As of September 30, 2019, the Company had no outstanding debt under the Adviser Revolver or the Adviser Revolver II. For the three and six months ended March 31, 2020, the Company had $65,000 and $122,500 in borrowings and $37,500 and $95,000 in repayments on the Adviser Revolver. For the three and six months ended March 31, 2019, the Company had no borrowings or repayments on the Adviser Revolver. For the three and six months ended March 31, 2020, the Company incurred $13 and $22 in interest expense and $0 and $18 in cash was paid for interest on the Adviser Revolver, respectively. For the three and six months ended March 31, 2019, the Company incurred no interest expense and no cash was paid for interest on the Adviser Revolver.

Other Short-Term Borrowings:  Borrowings with original maturities of less than one year are classified as short-term.  The Company’s short-term borrowings are the result of investments that were sold under repurchase agreements.  Investments sold under repurchase agreements are accounted for as collateralized borrowings as the sale of the investment does not qualify for sale accounting under ASC Topic 860 and remains as an investment on the Consolidated Statements of Financial Condition.

As of March 31, 2020 and September 30, 2019, the Company had no short-term borrowings. For the three and six months ended March 31, 2020, the annualized effective interest rate on short-term borrowings was 4.8% and 4.9%, respectively, and interest expense was $715 and $1,533, respectively. For the three and six months ended March 31, 2019, the annualized effective interest rate on short-term borrowings was 4.7% and 4.9%, respectively, and interest expense was $38 and $250, respectively. The net change in unrealized appreciation (depreciation) for the three and

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Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

six months ended March 31, 2020, reported within the net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies was $1,604, and $0, respectively. The net change in unrealized appreciation (depreciation) for the three and six months ended March 31, 2019, reported within the net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies was $(32), and $0, respectively.

For the three and six months ended March 31, 2020, the average total debt outstanding (including the debt under the 2014 Debt Securitization, the 2018 Debt Securitization, the GCIC 2018 Debt Securitization, SBA Debentures, Credit Facility, MS Credit Facility, MS Credit Facility II, WF Credit Facility, DB Credit Facility, SLF Credit Facility, GCIC SLF Credit Facility, Adviser Revolver, Adviser Revolver II and Other Short-Term Borrowings) was $2,347,720 and $2,314,448, respectively. For the three and six months ended March 31, 2019, the average total debt outstanding (including the debt under the 2010 Debt Securitization, 2014 Debt Securitization, SBA debentures, Credit Facility, MS Credit Facility, MS Credit Facility II, Adviser Revolver, and Other Short-Term Borrowings) was $1,028,373 and $969,424, respectively.

For the three and six months ended March 31, 2020, the effective annualized average interest rate, which includes amortization of debt financing costs and non-usage facility fees, on the Company's total debt was 3.7% and 3.6%, respectively. For the three and six months ended March 31, 2019, the effective annualized average interest rate, which includes amortization of debt financing costs and non-usage facility fees, on the Company's total debt was 4.0% and 3.9%, respectively.

A summary of the Company’s maturity requirements for borrowings as of March 31, 2020 is as follows:

	Payments Due by Period
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
2014 Debt Securitization	$	102,447	$	—	$	—	$	—	$	102,447
2018 Debt Securitization	408,200		—		—		—		408,200
2018 GCIC Debt Securitization(1)	541,480		—		—		—		541,480
SBA Debentures	287,450		—		58,200		47,000		182,250
WF Credit Facility	278,954		—		—		278,954		—
MS Credit Facility II	408,452		208,452		—		200,000		—
Adviser Revolver	27,500		—		27,500		—		—
DB Credit Facility	246,997		—		—		246,997		—
SLF Credit Facility	29,543		—		29,543		—		—
GCIC SLF Credit Facility	31,655		—		31,655		—		—
Total borrowings	$	2,362,678	$	208,452	$	146,898	$	772,951	$	1,234,377

⁽¹⁾ Includes $5,020 of discount recognized on the assumption of the 2018 GCIC Debt Securitization in the Merger.

Note 8. Commitments and Contingencies

Commitments: As of March 31, 2020, the Company had outstanding commitments to fund investments totaling $151,578, including $17,512 of commitments on undrawn revolvers. As of September 30, 2019, the Company had outstanding commitments to fund investments totaling $261,642. As described in Note 4, as of September 30, 2019, the Company had commitments of up to $100,117 to SLF and up to $61,019 to GCIC SLF, that could have been contributed primarily for the purpose of funding new investments approved by the investment committees of SLF and GCIC SLF, as applicable.

Indemnifications:  In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnifications. The Company’s maximum

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Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

exposure under these arrangements is unknown, as these involve future claims against the Company that have not occurred. The Company expects the risk of any future obligations under these indemnifications to be remote.

Off-balance sheet risk: Off-balance sheet risk refers to an unrecorded potential liability that may result in a future obligation or loss, even though it does not appear on the Consolidated Statements of Financial Condition. The Company has entered and, in the future, may again enter into derivative instruments that contain elements of off-balance sheet market and credit risk. Refer to Note 5 for outstanding forward currency contracts as of March 31, 2020 and September 30, 2019. Derivative instruments can be affected by market conditions, such as interest rate volatility, which could impact the fair value of the derivative instruments. If market conditions move against the Company, it may not achieve the anticipated benefits of the derivative instruments and may realize a loss. The Company minimizes market risk through monitoring its investments and borrowings.

Concentration of credit and counterparty risk:  Credit risk arises primarily from the potential inability of counterparties to perform in accordance with the terms of the contract. The Company has engaged and, in the future, may engage again in derivative transactions with counterparties. In the event that the counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparties or issuers of the instruments. The Company’s maximum loss that it could incur related to counterparty risk on its derivative instruments is the value of the collateral for that respective derivative instrument. It is the Company’s policy to review, as necessary, the credit standing of each counterparty.

Legal proceedings:  In the normal course of business, the Company is subject to legal and regulatory proceedings that are generally incidental to its ongoing operations. While there can be no assurance of the ultimate disposition of any such proceedings, the Company does not believe any disposition will have a material adverse effect on the Company’s consolidated financial statements.

Note 9. Financial Highlights

The financial highlights for the Company are as follows:

	For the six months ended March 31,
Per share data:(1)	2020			2019
Net asset value at beginning of period	$	16.76		$	16.10
Net increase in net assets as a result of issuance of DRIP shares(2)	0.01			0.01
Distributions declared:
From net investment income	(0.71)			(0.63)
From capital gains	(0.08)			(0.13)
Net investment income	0.48			0.66
Net realized gain (loss) on investment transactions	(0.07)			(0.06)
Net change in unrealized appreciation (depreciation) on investment transactions	(1.77)			0.00**
Net asset value at end of period	$	14.62		$	15.95
Per share market value at end of period	$	12.56		$	17.88
Total return based on market value(3)	(29.80)		%	(0.25)		%
Number of common shares outstanding	133,807,609			60,587,403

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Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

	For the six months ended March 31,
Listed below are supplemental data and ratios to the financial highlights:	2020			2019
Ratio of net investment income to average net assets*	5.81		%	8.25		%
Ratio of total expenses to average net assets(4)*	7.57		%	8.03		%
Ratio of incentive fees to average net assets	0.44		%	0.52		%
Ratio of expenses (without incentive fees) to average net assets*	7.13		%	7.51		%
Total return based on average net asset value(5)*	(16.35)		%	7.50		%
Net assets at end of period	$	1,955,988		$	966,235
Average debt outstanding	$	2,314,448		$	969,424
Average debt outstanding per share	$	17.30		$	16.00
Portfolio turnover*	25.59		%	15.23		%
Asset coverage ratio(6)	193.69		%	224.96		%
Asset coverage ratio per unit(7)	$	1,937		$	2,250
Average market value per unit:(8)
2010 Debt Securitization	N/A			N/A
2014 Debt Securitization	N/A			N/A
2018 Debt Securitization	N/A			N/A
2018 GCIC Debt Securitization	N/A			N/A
SBA Debentures	N/A			N/A
GCIC Credit Facility	N/A			N/A
MS Credit Facility	N/A			N/A
MS Credit Facility II	N/A			N/A
Revolver	N/A			N/A
WF Credit Facility	N/A			N/A
DB Credit Facility	N/A			N/A
SLF Senior Credit Facility	N/A			N/A
GCIC Senior Credit Facility	N/A			N/A
Adviser Revolver	N/A			N/A
Adviser Revolver II	N/A			N/A

* Annualized for periods less than one year. 

** Represents an amount less than $0.01 per share.

⁽¹⁾Based on actual number of shares outstanding at the end of the corresponding period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate.

⁽²⁾Net increase in net assets as a result of issuance of shares related to shares issued through the DRIP.

⁽³⁾Total return based on market value assumes distributions are reinvested in accordance with the DRIP. Total return does not include sales load.

⁽⁴⁾Expenses, other than incentive fees, are annualized for a period less than one year.

⁽⁵⁾Total return based on average net asset value is calculated as (a) the net increase/(decrease) in net assets resulting from operations divided by (b) the daily average of total net assets. Total return does not include sales load.

⁽⁶⁾Effective February 6, 2019, in accordance with Section 61(a)(2) of the 1940 Act, with certain limited exceptions, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 ACT, is at least 150% after such borrowing (excluding the Company's SBA debentures pursuant to exemptive relief received by the Company from the SEC). Prior to February 6, 2019, in accordance with the 1940 Act, with certain limited exceptions, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing (excluding the Company's SBA debentures pursuant to exemptive relief received by the Company from the SEC).

⁽⁷⁾Asset coverage ratio per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage ratio per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. These amounts exclude the SBA debentures pursuant to exemptive relief the Company received from the SEC on September 13, 2011.

⁽⁸⁾Not applicable because such senior securities are not registered for public trading.

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Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Note 10. Earnings Per Share

The following information sets forth the computation of the net increase/(decrease) in net assets per share resulting from operations for the three and six months ended March 31, 2020 and 2019:

	Three months ended March 31,				Six months ended March 31,
	2020		2019		2020		2019
Earnings (loss) available to stockholders	$	(228,964)	$	17,788	$	(181,916)	$	36,227
Basic and diluted weighted average shares outstanding	133,807,609		60,429,580		133,242,326		60,301,709
Basic and diluted earnings per share	$	(1.71)	$	0.29	$	(1.36)	$	0.60

In connection with the rights offering described in Note 12, the Company determined that certain of the closing conditions, including the Company’s ability to terminate the offering at any time prior to the delivery of the shares of the Company’s common stock, represented a substantive contingency that may impact the completion of the offering. As this contingency was not resolved as of May 11, 2020, in accordance with ASC 260 – Earnings per Share, basic and diluted earnings per share amounts in the accompanying interim consolidated financial statements were not adjusted retroactively to reflect the bonus element of the rights offering. Should the contingency be resolved and the offering be completed, the Company’s historical basic and diluted earnings per share amounts will be adjusted retrospectively to reflect the bonus element in any subsequent issuances of the Company’s consolidated financial statements.

Note 11. Dividends and Distributions

The Company’s dividends and distributions are recorded on the ex-dividend date. The following table summarizes the Company’s dividend declarations and distributions during the six months ended March 31, 2020 and 2019:

Date Declared		Record Date	Payment Date	Amount Per Share			Cash Distribution		DRIP Shares Issued	DRIP Shares Value
Six months ended March 31, 2020
	11/22/2019	12/12/2019	12/30/2019	$	0.46	(1)	$	40,793	1,149,409	$	20,230
	02/04/2020	03/06/2020	03/27/2020	$	0.33		$	30,123	—	$	14,034	(2)
Six months ended March 31, 2019
	11/27/2018	12/12/2018	12/28/2018	$	0.44	(3)	$	22,339	256,785	$	4,134
	02/05/2019	03/07/2019	03/28/2019	$	0.32		$	16,507	165,164	$	2,828

⁽¹⁾Includes a special distribution of $0.13 per share.

⁽²⁾In accordance with the Company's DRIP, shares of the Company's stock were purchased in the open market at an average price of $12.47 and were issued to DRIP stockholders.

⁽³⁾Includes a special distribution of $0.12 per share.

Note 12. Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date of issuance. There are no subsequent events to disclose except for the following:

On April 8, 2020, the Company issued transferable subscription rights to stockholders of record which allowed holders of the subscription rights to purchase up to an aggregate of 33,451,902 shares of the Company’s common stock. Stockholders received one right for each four outstanding shares of common stock owned on the record date

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Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

of April 8, 2020. The rights offering expired on May 6, 2020, and the subscription price was determined to be $9.17 per share. The rights offering is subject to the closing conditions as specified in the amended prospectus supplement dated April 13, 2020, and, should the Company determine to proceed with the offering, the exact number of shares of common stock subscribed for will be determined on or around May 15, 2020.

On April 9, 2020, the Company's board of directors declared a quarterly distribution of $0.29 per share, which is payable on June 29, 2020 to holders of record as of June 9, 2020.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with our consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In this report, “we,” “us,” “our” and “Golub Capital BDC” refer to Golub Capital BDC, Inc. and its consolidated subsidiaries.

Forward-Looking Statements

Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including statements as to:

•our future operating results;

•our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of the coronavirus (“COVID-19”) pandemic;

•the effect of investments that we expect to make and the competition for those investments;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with GC Advisors LLC, or GC Advisors, and other affiliates of Golub Capital LLC, or collectively, Golub Capital;

•the dependence of our future success on the general economy and its effect on the industries in which we invest;

•the ability of our portfolio companies to achieve their objectives;

•the use of borrowed money to finance a portion of our investments and the effect of the COVID-19 pandemic on the availability of equity and debt capital and our use of borrowed funds to finance a portion of our investments;

•the adequacy of our financing sources and working capital;

•the timing of cash flows, if any, from the operations of our portfolio companies;

•general economic and political trends and other external factors, including the COVID-19 pandemic;

•changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets that could result in changes to the value of our assets, including changes from the impact of the COVID-19 pandemic;

•the ability of GC Advisors to locate suitable investments for us and to monitor and administer our investments;

•the ability of GC Advisors or its affiliates to attract and retain highly talented professionals;

•the ability of GC Advisors to continue to effectively manage our business due to the disruptions caused by the COVID-19 pandemic;

•our ability to qualify and maintain our qualification as a regulated investment company, or RIC, and as a business development company;

•general price and volume fluctuations in the stock markets;

•the impact on our business of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank, and the rules and regulations issued thereunder and any actions toward repeal thereof; and

•the effect of changes to tax legislation and our tax position.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. The forward looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in our annual report on Form 10-K for the year ended September 30, 2019.

We have based the forward-looking statements included in this report on information available to us on the date of this report. Actual results could differ materially from those anticipated in our forward-looking statements and future results could differ materially from historical performance. You are advised to consult any additional disclosures

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that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission, or the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. This quarterly report on Form 10-Q contains statistics and other data that have been obtained from or compiled from information made available by third-party service providers. We have not independently verified such statistics or data.

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Overview

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As a business development company and a RIC, we are also subject to certain constraints, including limitations imposed by the 1940 Act and the Code.

Our shares are currently listed on The Nasdaq Global Select Market under the symbol “GBDC”.

Our investment objective is to generate current income and capital appreciation by investing primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of U.S. middle-market companies. We also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in U.S. middle-market companies. We intend to achieve our investment objective by (1) accessing the established loan origination channels developed by Golub Capital, a leading lender to U.S. middle-market companies with over $30.0 billion in capital under management as of March 31, 2020, (2) selecting investments within our core middle-market company focus, (3) partnering with experienced private equity firms, or sponsors, in many cases with whom Golub Capital has invested alongside in the past, (4) implementing the disciplined underwriting standards of Golub Capital and (5) drawing upon the aggregate experience and resources of Golub Capital.

Our investment activities are managed by GC Advisors and supervised by our board of directors of which a majority of the members are independent of us, GC Advisors and its affiliates.

Under an investment advisory agreement, or the Investment Advisory Agreement, we have agreed to pay GC Advisors an annual base management fee based on our average adjusted gross assets as well as an incentive fee based on our investment performance. The Investment Advisory Agreement was approved by our board of directors in July 2019 and by our stockholders in September 2019. The Investment Advisory Agreement was entered into effective as of September 16, 2019 and will continue for an initial two-year term. Prior to September 16, 2019, we were subject to an investment advisory agreement with GC Advisors, or the Prior Investment Advisory Agreement. The changes to the Investment Advisory Agreement, as compared to the Prior Investment Advisory Agreement, consisted of revisions to (i) exclude the impact of purchase accounting resulting from a merger or acquisition, including our acquisition of Golub Capital Investment Corporation, or GCIC, from the calculation of income subject to the income incentive fee payable and the calculation of the cumulative incentive fee cap under the Investment Advisory Agreement and (ii) convert the cumulative incentive fee cap into a per share calculation. Under an administration agreement, or the Administration Agreement, we are provided with certain administrative services by an administrator, or the Administrator, which is currently Golub Capital LLC. Under the Administration Agreement, we have agreed to reimburse the Administrator for our allocable portion (subject to the review and approval of our independent directors) of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement.

We seek to create a portfolio that includes primarily one stop and other senior secured loans by primarily investing approximately $10.0 million to $75.0 million of capital, on average, in the securities of U.S. middle-market companies. We also selectively invest more than $75.0 million in some of our portfolio companies and generally expect that the size of our individual investments will vary proportionately with the size of our capital base.

We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity, which may increase our risk of losing part or all of our investment.

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As of March 31, 2020 and September 30, 2019, our portfolio at fair value was comprised of the following:

	As of March 31, 2020				As of September 30, 2019
Investment Type	Investments at Fair Value (In thousands)		Percentage of Total Investments		Investments at Fair Value (In thousands)		Percentage of Total Investments
Senior secured	$	646,997	15.4	%	$	589,340	13.7	%
One stop	3,470,782		82.4		3,474,116		80.9
Second lien	19,811		0.5		19,473		0.5
Subordinated debt	514		—	*	369		—	*
LLC equity interests in SLF and GCIC SLF(1)	—		—		123,644		2.9
Equity	72,111		1.7		85,990		2.0
Total	$	4,210,215	100.0	%	$	4,292,932	100.0	%

*

Represents an amount less than 0.1%.

(1)

Proceeds from limited liability company, or LLC, equity interests invested in Senior Loan Fund LLC, an unconsolidated Delaware LLC, or SLF, and GCIC Senior Loan Fund LLC, an unconsolidated Delaware LLC, or GCIC SLF, were utilized by SLF and GCIC SLF, or the Senior Loan Funds and each a Senior Loan Fund, to invest in senior secured loans. On January 1, 2020, SLF and GCIC SLF became our wholly-owned subsidiaries and the assets and liabilities of the Senior Loan Funds were consolidated into us. See"--SLF and GCIC SLF Purchase Agreement" below.

One stop loans include loans to technology companies undergoing strong growth due to new services, increased adoption and/or entry into new markets. We refer to loans to these companies as late stage lending loans. Other targeted characteristics of late stage lending businesses include strong customer revenue retention rates, a diversified customer base and backing from growth equity or venture capital firms. In some cases, the borrower’s high revenue growth is supported by a high level of discretionary spending. As part of the underwriting of such loans and consistent with industry practice, we adjust our characterization of the earnings of such borrowers for a reduction or elimination of such discretionary expenses, if appropriate. As of March 31, 2020 and September 30, 2019, one stop loans included $413.7 million and $414.7 million, respectively, of late stage lending loans at fair value.

As of March 31, 2020 and September 30, 2019, we had debt and equity investments in 257 and 241 portfolio companies, respectively. In addition, as of September 30, 2019, we had an investment in SLF and GCIC SLF.

The following table shows the weighted average income yield and weighted average investment income yield of our earning portfolio company investments, which represented nearly 100% of our debt investments, as well as the total return based on our average net asset value, and the total return based on the change in the quoted market price of our stock and assuming distributions were reinvested in accordance with our dividend reinvestment plan, or DRIP, in each case for the three and six months ended March 31, 2020 and 2019:

	For the three months ended March 31,		For the six months ended March 31,
	2020	2019	2020	2019
Weighted average annualized income yield (1)	7.8%	8.8%	7.9%	8.7%
Weighted average annualized investment income yield (2)	8.2%	9.2%	8.3%	9.1%
Total return based on average net asset value (3)*	(31.2)%	7.5%	(16.3)%	7.5%
Total return based on market value (4)	(30.1)%	10.5%	(29.8)%	(0.3)%

^* Annualized for periods of less than one year.

⁽¹⁾Represents income from interest and fees, excluding amortization of capitalized fees, discounts and purchase premium (as described in Note 2 of the consolidated financial statements), divided by the average fair value of earning portfolio company investments, and does not represent a return to any investor in us.

⁽²⁾Represents income from interest, fees and amortization of capitalized fees and discounts, excluding amortization of purchase premium (as described in Note 2 of the consolidated financial statements), divided by the average fair value of earning portfolio investments, and does not represent a return to any investor in us.

⁽³⁾Total return based on average net asset value is calculated as (a) the net increase in net assets resulting from operations divided by (b) the daily average of total net assets. Total return does not include sales load.

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⁽⁴⁾Total return based on market value assumes distributions are reinvested in accordance with the DRIP. Total return does not include sales load.

Revenues: We generate revenue in the form of interest and fee income on debt investments and capital gains and distributions, if any, on portfolio company investments that we originate or acquire. Our debt investments, whether in the form of senior secured, one stop, second lien or subordinated loans, typically have a term of three to seven years and bear interest at a fixed or floating rate. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. In some cases, our investments provide for deferred interest payments or payment-in-kind, or PIK, interest. The principal amount of loans and any accrued but unpaid interest generally become due at the maturity date. In addition, we generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans as fee income. For additional details on revenues, see “Critical Accounting Policies—Revenue Recognition.”

We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment or derivative instrument, without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments and derivative instruments that are measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investment transactions in the Consolidated Statements of Operations.

Expenses:  Our primary operating expenses include the payment of fees to GC Advisors under the Investment Advisory Agreement and interest expense on our outstanding debt. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:

•calculating our net asset value, or NAV (including the cost and expenses of any independent valuation firm);

•fees and expenses incurred by GC Advisors payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and makinginvestments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by GC Advisors and travel and lodging expenses;

•expenses related to unsuccessful portfolio acquisition efforts;

•offerings of our common stock and other securities;

•administration fees and expenses, if any, payable under the Administration Agreement (including payments based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our chief compliance officer, chief financial officer and their respective staffs);

•fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments in portfolio companies, including costs associated with meeting financial sponsors;

•transfer agent, dividend agent and custodial fees and expenses;

•U.S. federal and state registration and franchise fees;

•all costs of registration and listing our shares on any securities exchange;

•U.S. federal, state and local taxes;

•independent directors’ fees and expenses;

•costs of preparing and filing reports or other documents required by the SEC or other regulators;

•costs of any reports, proxy statements or other notices to stockholders, including printing costs;

•costs associated with individual or group stockholders;

•costs associated with compliance under the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;

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•our allocable portion of any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

•direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;

•proxy voting expenses; and

•all other expenses incurred by us or the Administrator in connection with administering our business.

We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

GC Advisors, as collateral manager for Golub Capital BDC 2014-LLC, or the 2014 Issuer, our wholly-owned subsidiary, under a collateral management agreement, or the 2014 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.25% of the principal balance of the portfolio loans held by the 2014 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the 2014 Collateral Management Agreement, the term ‘‘collection period’’ refers to a quarterly period running from the day after the end of the prior collection period to the tenth business day prior to the payment date.

GC Advisors, as collateral manager for Golub Capital BDC CLO III LLC, or the 2018 Issuer, our indirect, wholly-owned subsidiary, under a collateral management agreement, or the 2018 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.25% of the principal balance of the portfolio loans held by the 2018 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the 2018 Collateral Management Agreement, the term "collection period" refers to the period commencing on the third business day prior to the preceding payment date and ending on (but excluding) the third business day prior to such payment date.

GC Advisors, as collateral manager for Golub Capital Investment Corporation CLO II LLC, or the GCIC 2018 Issuer, our indirect, wholly-owned subsidiary, under a collateral management agreement, or the GCIC 2018 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the GCIC 2018 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the 2018 GCIC Collateral Management Agreement, the term “collection period” generally refers to a quarterly period commencing on the day after the end of the prior collection period to the tenth business day prior to the payment date.

Collateral management fees are paid directly by the 2014 Issuer, 2018 Issuer, and GCIC 2018 Issuer to GC Advisors and are offset against the management fees payable under the Investment Advisory Agreement. In addition, the 2014 Issuer paid Wells Fargo Securities, LLC structuring and placement fees for its services in connection with the initial structuring and subsequent amendments to the initial structuring of the $402.6 million term debt securitization, or the 2014 Debt Securitization. The 2018 Issuer paid Morgan Stanley & Co. LLC structuring and placement fees for its services in connection with the structuring of the $602.4 million term debt securitization, or the 2018 Debt Securitization. Before we acquired the GCIC 2018 Issuer as part of our acquisition of GCIC, the GCIC 2018 Issuer paid Wells Fargo Securities, LLC structuring and placement fees for its services in connection with the initial structuring of the $908.2 million term debt securitization, or the GCIC 2018 Debt Securitization. Term debt securitizations are also known as collateralized loan obligations, or CLOs, and are a form of secured financing incurred by us, which is consolidated by us and subject to our overall asset coverage requirement. The 2014 Issuer, the 2018 Issuer, and GCIC 2018 Issuer also agreed to pay ongoing administrative expenses to the trustee, collateral manager, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2014 Debt Securitization, the 2018 Debt Securitization and GCIC 2018 Debt Securitization, and collectively the Debt Securitizations, as applicable.

We believe that these administrative expenses approximate the amount of ongoing fees and expenses that we would be required to pay in connection with a traditional secured credit facility. Our common stockholders indirectly bear all of these expenses.

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GCIC Acquisition

On September 16, 2019, we completed our acquisition of GCIC, pursuant to that certain Agreement and Plan of Merger, as amended, or the Merger Agreement, dated November 27, 2018, by and among us, GCIC, Fifth Ave Subsidiary Inc., our wholly owned subsidiary, or Merger Sub, GC Advisors, and, for certain limited purposes, the Administrator. Pursuant to the Merger Agreement, Merger Sub was first merged with and into GCIC, or the Initial Merger, with GCIC as the surviving company and immediately following the Initial Merger, GCIC was then merged with and into us, the Initial Merger and subsequent merger referred to as the Merger, with us as the surviving company.

In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of GCIC’s common stock was converted into the right to receive 0.865 shares of our common stock (with GCIC’s stockholders receiving cash in lieu of fractional shares of our common stock). As a result of the Merger, we issued an aggregate of 71,779,964 shares of our common stock to former stockholders of GCIC.

Upon the consummation of the Merger, we entered into the Investment Advisory Agreement with GC Advisors which replaced the Prior Investment Advisory Agreement.

SLF and GCIC SLF Purchase Agreement

On January 1, 2020, we entered into a purchase agreement, or the Purchase Agreement, with RGA Reinsurance

Company, or RGA, Aurora National Life Assurance Company, a wholly-owned subsidiary of RGA, or Aurora and, together with RGA, the Transferors, SLF, and GCIC SLF. Prior to entering into the Purchase Agreement, the Transferors owned 12.5% of the LLC equity interests in each Senior Loan Fund, while we owned the remaining 87.5% of the LLC equity interests in each Senior Loan Fund. Pursuant to the Purchase Agreement, RGA and Aurora agreed to sell their LLC equity interests in each Senior Loan Fund to us, effective as of January 1, 2020. As consideration for the purchase of the LLC equity interests, we paid each Transferor an amount, in cash, equal to the net asset value of such Transferor's Senior Loan Fund LLC equity interests as of December 31, 2019, or the Net Asset Value, along with interest on such Net Asset Value accrued from the date of the Purchase Agreement through, but excluding, the payment date at a rate equal to the short-term applicable federal rate. In February 2020, we paid an aggregate of $17.0 million to the Transferors to acquire their respective LLC interests in the Senior Loan Funds.

As a result of the Purchase Agreement, on January 1, 2020, SLF and GCIC SLF became our wholly-owned subsidiaries. In addition, our capital commitments and those of the Transferors were terminated. As wholly-owned subsidiaries, the assets, liabilities, income and expenses of the Senior Loan Funds were consolidated into our financial statements and notes thereto for periods ending on or after January 1, 2020, and are included for purposes of determining our asset coverage ratio.

COVID-19 Pandemic

The rapid spread of COVID-19, which has been identified as a global pandemic by the World Health Organization, resulted in governmental authorities imposing restrictions on travel and the temporary closure of many corporate offices, retail stores, restaurants, fitness clubs and manufacturing facilities and factories in affected jurisdictions. The pandemic and the resulting economic dislocations have had adverse consequences for the business operations of some of our portfolio companies and has adversely affected, and threatens to continue to adversely affect, our operations and the operations of GC Advisors (including those relating to us). GC Advisors has been monitoring the COVID-19 pandemic and its impact on our business and the business of our portfolio companies and has been focused on proactively engaging with our portfolio companies in order to collaborate with the management teams of certain portfolio companies to assess and evaluate the steps each portfolio company can take in response to the impacts of COVID-19.

We cannot predict the full impact of the coronavirus, including the duration of the closures and restrictions described above. As a result, we are unable to predict the duration of these business and supply-chain disruptions, the extent to which COVID-19 will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition. Depending on the duration and extent of the disruption to the business operations of our portfolio companies, we expect some portfolio companies, particularly those in vulnerable industries such as retail and travel, to experience financial distress and possibly to default on their financial obligations to us and their other capital providers. In addition, if such portfolio companies are subjected to prolonged and severe financial distress, we expect some of them to substantially curtail their operations, defer capital expenditures and lay off workers. These developments would be likely to permanently impair their businesses and result in a reduction in the value of our investments in them.

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Business disruption and financial distress experienced by our portfolio companies is likely to reduce, over time, the amount of interest and dividend income that we receive from our investments and may require us to contribute additional capital to such companies in the form of follow on investments. We may need to restructure the capitalization of some portfolio companies, which could result in reduced interest payments or permanent impairments on our investments. Any such decrease in our net investment income would increase the percentage of our cash flows dedicated to debt service and distribution payments to stockholders. If these amounts become unsustainable, we may be required to reduce the amount of our future distributions to stockholders. We proactively and aggressively commenced on a number of actions to support and evaluate our portfolio companies when the COVID-19 pandemic began to impact the U.S. economy including gathering full information from a variety of sources including third-party experts, management teams of our borrowers, the private equity sponsor owners of our borrowers and other sources and immediate outreach to our private equity sponsor partners to establish candid, two-way, real-time communications. We believe these actions will lead to increased and better solutions for our borrowers and believe our long-term relationships with these sponsors will create appropriate incentives for them to collaborate with us to address such portfolio company needs. In addition, GC Advisors’ underwriting team is segmenting our portfolio to highlight those borrowers with moderate or higher risk of material impacts to their business operations from COVID-19. By segmenting our portfolio we believe we can focus now on the borrowers which are more likely to require attention. We believe that early identification of vulnerable credits means more and better solutions to address potential problems. During the three months ended March 31, 2020, we amended the terms of fifteen credit agreements for fifteen borrowers to defer their March 31, 2020 principal payment and/or capitalize their March 31, 2020 interest payment.

As of March 31, 2020, subject to certain limited exceptions, we were allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Our revolving credit facilities, described in Note 7 in the notes to our consolidated financial statements, include customary covenants and events of default. Any failure on our part to make required payments under such facilities or to comply with such covenants could result in a default under the applicable credit facility or debt instrument. If we are unable to cure such default or obtain a waiver from the applicable lender or holder, we would experience an event of default, and the applicable lender or holder could accelerate the repayment of such indebtedness, which would negatively affect our business, financial condition, results of operations and cash flows. See “Item 1A.—Risk Factors—Risks Relating to our Business and Structure—We intend to finance our investments with borrowed money, which will accelerate and increase the potential for gain or loss on amounts invested and may increase the risk of investing in us” included in our most recent annual report on Form 10-K.

We are also subject to financial risks, including changes in market interest rates. Many of the loans in our portfolio have floating interest rates, and we expect that our loans in the future will also have floating interest rates. The interest rates of such loans are based upon a floating interest rate index, typically LIBOR, together with a spread, or margin. They generally also feature interest rate reset provisions that adjust the interest rates under such loans to current market rates on a quarterly basis. As of March 31, 2020, and December 31, 2019 over 90% of our floating rate loans were subject to a minimum base rate, or floor, that we charge on our loans if the applicable interest rate index falls below such floor. Certain of the notes issued in each of the 2014 Debt Securitization, the 2018 Debt Securitization and the GCIC 2018 Debt Securitization have floating rate interest provisions. In addition, our revolving credit facilities also have floating rate interest provisions. As a result of the COVID-19 pandemic and the related decision of the U.S. Federal Reserve to reduce certain interest rates, LIBOR decreased in March 2020. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that we earn on such loans, a decrease in the income incentive fee as a result of our 8% hurdle rate or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR. See “Item 3. Quantitative and Qualitative Disclosures About Market Risk” for an analysis of the impact of hypothetical base rate changes in interest rates.

We have completed an industry subsegment analysis as of March 31, 2020 to determine the exposure of our portfolio companies to adverse effects on their business operations as a result of the COVID-19 pandemic. As of March, 31, 2020, more than 75% of our portfolio at fair value was comprised of investments in industry subsegments that we have identified as less exposed to negative impacts from the COVID-19 pandemic, less than 20% of our portfolio at fair value was comprised of investments in industry subsegments that we believe will experience significant financial distress as a result of the COVID-19 pandemic and less than 1% of our portfolio at fair value was comprised of investments in industry subsegments that were identified as most significantly exposed to adverse effects resulting from the COVID-19 pandemic. As of March 31, 2020, less than 1% of our portfolio at fair value represented second lien debt, mezzanine debt and other asset classes that we believe are particularly vulnerable due to the economic and market volatility and uncertainty resulting from the COVID-19 pandemic. Our

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portfolio by industry subsegments and our view of the exposure of our portfolio companies to the adverse effects of the COVID-19 pandemic as of March 31, 2020 is as follows:

Industry Subsegments1
Less exposed to COVID-19 (>75% of portfolio2)	Significantly exposed to COVID-19 exposure (<20% of portfolio2)	Most significantly exposed to COVID-19 (<1% of portfolio2)
Software & Technology	Restaurants	Airlines & Aircraft Finance
Business Services	Dental Care	Boating & Marine
Healthcare3	Eye Care	Entertainment
Aerospace & Defense	Fitness Franchises	Gaming
Distribution	Retail	Hotels
Financial Services		Metals & Mining
Food & Beverage		Oil & Gas
Manufacturing		Project Finance
Education		Real Estate
		Shipping

⁽¹⁾Industry subsegments are based on GC Advisors' internal analysis and industry classifications as of March 31, 2020.

⁽²⁾At fair value as of March 31, 2020.

⁽³⁾Excludes Dental Care and Eye Care subsegments.

The table below details the impact of the effects of the COVID-19 pandemic on the weighted average price of our debt investments and the net change in unrealized depreciation on investments held as of March 31, 2020 by Internal Performance Rating (as defined in the "Portfolio Composition, Investment Activity and Yield" section below). Additionally, the following table details the primary drivers of reductions in weighted average price of our debt investments by Internal Performance Rating category as of March 31, 2020 as compared to December 31, 2019.

	Weighted Average Price1
Category	As of December 31, 2019		As of March 31, 2020		Net Change in Unrealized Depreciation on Investments Held as of March 31, 2020 per Share (2)(3)		% of Net Change in Unrealized Depreciation on Investments Held as of March 31, 2020 (2)		Primary Driver
Internal Performance Ratings 4 and 5 (Performing At or Above Expectations)	$	99.9	$	96.2	$	(1.02)	49	%	Spread widening
Internal Performance Rating 3 (Performing Below Expectations)	96.0		90.0		(0.86)		42	%	Spread widening, COVID-19 exposure
Internal Performance Ratings 1 and 2 (Performing Materially Below Expectations)	74.3		65.1		(0.18)		9	%	Pre-existing credit challenges, COVID-19 exposure
Total	$	99.1	$	94.0	$	(2.06)	100	%

⁽¹⁾Includes debt investments only. “Total” row reflects weighted average price of total fair value of debt investments.

⁽²⁾Net Change in Unrealized Depreciation on Investments Held as of March 31, 2020 includes the net change in unrealized depreciation for the three months ended March 31, 2020 attributable to investments held as of March 31, 2020.

⁽³⁾Based on weighted average shares outstanding for the three months ended March 31, 2020.

We and GC Advisors continue to monitor the rapidly evolving situation relating to the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities and future recommendations from such authorities may further impact our business operations and financial results. In such circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of the COVID-19 pandemic on our financial condition, results of operations or cash flows in future periods.

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Recent Developments

On April 8, 2020, we issued transferable subscription rights to our stockholders of record, which allowed holders of the subscription rights to purchase up to an aggregate of 33,451,902 shares of our common stock. Stockholders received one right for each four outstanding shares of our common stock owned on the record date of April 8, 2020. The rights entitled the holders to purchase one new share of common stock for every right held. In addition, stockholders who fully exercised their rights were entitled to subscribe, subject to limitations, for additional shares of our common stock that remained unsubscribed as a result of any unexercised rights. The rights offering expired on May 6, 2020. The exact number of shares of common stock subscribed for will be determined on or around May 15, 2020 but in no event will we issue more than 33,451,902 shares pursuant to the subscriptions as set forth in the prospectus.

On April 9, 2020, our board of directors declared a quarterly distribution of $0.29 per share of common stock, which is payable on June 29, 2020 to stockholders of record as of June 9, 2020.

Subsequent to March 31, 2020, the COVID-19 pandemic and the related effect on the U.S. and global economies has continued to have adverse consequences for the business operations of some of our portfolio companies and has adversely affected, and threatens to continue to adversely affect, our operations and the operations of GC Advisors (including with respect to us). Given the dynamic nature of this situation, we cannot reasonably estimate the impacts of COVID-19 on our financial condition, results of operations or cash flows in the future. However, to the extent our portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on our future net investment income, the fair value of our portfolio investments, and the results of operations and financial condition of our portfolio companies.

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Consolidated Results of Operations

Consolidated operating results for the three and six months ended March 31, 2020 and 2019 are as follows:

	For the three months ended March 31,				Variances		For the six months ended March 31,				Variances
	2020		2019		2020 vs. 2019		2020		2019		2020 vs. 2019
	(In thousands)						(In thousands)
Interest income	$	82,848	$	39,684	$	43,164	$	167,170	$	76,581	$	90,589
Income from accretion of discounts and origination fees	4,573		1,977		2,596		8,541		3,930		4,611
GCIC acquisition purchase premium amortization	(12,600)		—		(12,600)		(24,437)		—		(24,437)
Dividend income from LLC equity interests in SLF and GCIC SLF(1)	—		—		—		1,905		—		1,905
Dividend income	146		19		127		180		58		122
Fee income	157		125		32		372		647		(275)
Total investment income	75,124		41,805		33,319		153,731		81,216		72,515
Total expenses	43,178		21,749		21,429		89,054		41,343		47,711
Net investment income (loss)	31,946		20,056		11,890		64,677		39,873		24,804
Net realized gain (loss) on investment transactions	(9,360)		(1,861)		(7,499)		(6,819)		(3,839)		(2,980)
Net realized gain (loss) on investment transactions due to purchase premium	(2,310)		—		(2,310)		(2,350)		—		(2,350)
Net change in unrealized appreciation (depreciation) on investment transactions excluding purchase premium	(264,150)		(407)		(263,743)		(264,211)		193		(264,404)
Net change in unrealized depreciation on investment transactions due to purchase premium	14,910		—		14,910		26,787		—		26,787
Net gain (loss) on investment transactions	(260,910)		(2,268)		(258,642)		(246,593)		(3,646)		(242,947)
Net increase (decrease) in net assets resulting from operations	$	(228,964)	$	17,788	$	(246,752)	$	(181,916)	$	36,227	$	(218,143)
Average earning debt investments, at fair value(2)	$	4,308,834	$	1,842,007	$	2,466,827	$	4,234,014	$	1,783,174	$	2,450,840

⁽¹⁾For periods ending on or after January 1, 2020, the assets and liabilities of SLF and GCIC SLF are consolidated into our financial statements and notes thereto. See “SLF and GCIC SLF Purchase Agreement” below.

⁽²⁾Does not include our investments in LLC equity interests in SLF and GCIC SLF.

Net income can vary substantially from period to period for various reasons, including the recognition of realized gains and losses and unrealized appreciation and depreciation and as a result of the acquisition of GCIC pursuant to the Merger. As a result, quarterly and year-to-date comparisons of net income may not be meaningful.

On September 16, 2019, we completed our acquisition of GCIC. The acquisition was accounted for under the asset acquisition method of accounting in accordance with Accounting Standards Codification, or ASC, 805-50, Business Combinations — Related Issues. Under asset acquisition accounting, where the consideration paid to GCIC’s stockholders exceeded the relative fair values of the assets acquired and liabilities assumed, the premium paid by us was allocated to the cost of the GCIC assets acquired by us pro-rata based on their relative fair value. Immediately following the acquisition of GCIC, we recorded its assets at their respective fair values and, as a result, the purchase premium allocated to the cost basis of the GCIC assets acquired was immediately recognized as unrealized depreciation on our Consolidated Statement of Operations. The purchase premium allocated to investments in loan securities will amortize over the life of the loans through interest income with a corresponding reversal of the unrealized depreciation on such loans acquired through their ultimate disposition. The purchase premium allocated to investments in equity securities will not amortize over the life of the equity securities through interest income and, assuming no subsequent change to the fair value of the equity securities acquired from GCIC and disposition of such equity securities at fair value, we will recognize a realized loss with a corresponding reversal of the unrealized depreciation upon disposition of the equity securities acquired.

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As a supplement to our GAAP financial measures, we have provided the following non-GAAP financial measures that we believe are useful for the reasons described below:

•“Adjusted Net Investment Income” - excludes the amortization of the purchase price premium and the accrual for the capital gain incentive fee (including the portion of such accrual that is not payable under the Investment Advisory Agreement or Prior Investment Advisory Agreement) from net investment income calculated in accordance with GAAP;

•“Adjusted Net Realized and Unrealized Gain/(Loss)” - excludes the unrealized loss resulting from the purchase premium write-down and the corresponding reversal of the unrealized loss resulting from the amortization of the premium on loans or from the sale of equity investments from the determination of realized and unrealized gain/(loss) determined in accordance with GAAP; and

•“Adjusted Net Income/(Loss)” – calculates net income and earnings per share based on Adjusted Net Investment Income and Adjusted Net Realized and Unrealized Gain/(Loss).

	For the three months ended March 31,					For the six months ended March 31,
	2020			2019		2020		2019
	(In thousands)					(In thousands)
Net investment income	$	31,946		$	20,056	$	64,677	$	39,873
Add: GCIC acquisition purchase premium amortization	12,600			—		24,437		—
Less: Accrual (reversal) for capital gain incentive fee	—			(669)		—		(1,147)
Adjusted net investment income	$	44,546		$	19,387	$	89,114	$	38,726
Net gain (loss) on investment transactions	$	(260,910)		$	(2,268)	$	(246,593)	$	(3,646)
Add: Realized loss on investment transactions due to purchase premium	2,310			—		2,350		—
Less: Net change in unrealized appreciation on investment transactions due to purchase premium	(14,910)			—		(26,787)		—
Adjusted net realized and unrealized gain/(loss)	$	(273,510)	-273510	$	(2,268)	$	(271,030)	$	(3,646)
Net increase (decrease) in net assets resulting from operations	$	(228,964)		$	17,788	$	(181,916)	$	36,227
Add: GCIC acquisition purchase premium amortization	12,600			—		24,437		—
Less: Accrual (reversal) for capital gain incentive fee	—			(669)		—		(1,147)
Add: Realized loss on investment transactions due to purchase premium	2,310			—		2,350		—
Less: Net change in unrealized appreciation on investment transactions due to purchase premium	(14,910)			—		(26,787)		—
Adjusted net income/(loss)	$	(228,964)		$	17,119	$	(181,916)	$	35,080

We believe that excluding the financial impact of the purchase premium in the above non-GAAP financial measures is useful for investors as this is a non-cash expense/loss and is one method we use to measure our financial condition and results of operations. In addition, we believe excluding the accrual of the capital gain incentive fee in the above non-GAAP financial measures is useful as it includes the portion of such accrual that is not contractually payable under the terms of either the Investment Advisory Agreement or the Prior Investment Advisory Agreement.

Although these non-GAAP financial measures are intended to enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP.

Investment Income

Investment income increased from the three months ended March 31, 2019 to the three months ended March 31, 2020 by $33.3 million primarily as a result of an increase in the average earning debt investments balance, which is the average balance of accruing loans in our investment portfolio, of $2.5 billion as a result of the acquisition of GCIC on September 16, 2019 and the consolidation of SLF and GCIC SLF on January 1, 2020. This increase in our investment income as a result of an increase in the average balance of our accruing loans was partially offset by amortization of the GCIC acquisition purchase premium. Investment income increased from the six months ended March 31, 2019 to the six months ended March 31, 2020 by $47.7 million primarily as a result of an increase in the average earning debt investments balance of $2.5 billion as a result of the acquisition of GCIC and the consolidation of SLF and GCIC SLF, partially offset by the amortization of the GCIC acquisition purchase premium.

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The income yield by debt security type for the three and six months ended March 31, 2020 and 2019 was as follows:

	For the three months ended March 31,		For the six months ended March 31,
	2020	2019	2020	2019
Senior secured	6.6%	7.5%	6.8%	7.4%
One stop	7.9%	8.9%	8.0%	8.8%
Second lien	11.3%	10.9%	11.3%	10.7%
Subordinated debt	16.9%	6.8%	13.8%	8.3%

Income yields on one stop and senior secured loans decreased for the three and six months ended March 31, 2020 as compared to the three and six months ended March 31, 2019, primarily due to a decrease in the average LIBOR.

As of March 31, 2020, we have three second lien investments and four subordinated debt investments as shown in the Consolidated Schedule of Investments. Due to the limited number of second lien and subordinated debt investments, income yields on second lien and subordinated debt investments can be significantly impacted by the addition, subtraction or refinancing of one investment.

For additional details on investment yields and asset mix, refer to the “Liquidity and Capital Resources - Portfolio Composition, Investment Activity and Yield” section below.

Expenses

The following table summarizes our expenses for the three and six months ended March 31, 2020 and 2019:

	For the three months ended March 31,				Variances		For the six months ended March 31,				Variance
	2020		2019		2020 vs. 2019		2020		2019		2020 vs. 2019
	(In thousands)						(In thousands)
Interest and other debt financing expenses	$	20,817	$	10,169	$	10,648	$	42,524	$	19,284	$	23,240
Amortization of debt issuance costs	733		467		266		1,304		1,136		168
Base management fee	14,858		6,594		8,264		30,064		13,033		17,031
Income incentive fee	3,847		3,735		112		9,751		6,196		3,555
Capital gain incentive fee	—		(669)		669		—		(1,147)		1,147
Professional fees	1,045		666		379		1,984		1,254		730
Administrative service fee	1,446		663		783		2,848		1,362		1,486
General and administrative expenses	432		124		308		579		225		354
Total expenses	$	43,178	$	21,749	$	21,429	$	89,054	$	41,343	$	47,711
Average debt outstanding	$	2,347,720	$	1,028,373	$	1,319,347	$	2,314,448	$	969,424	$	1,345,024

Interest Expense

Interest and other debt financing expenses increased by $10.6 million from the three months ended March 31, 2019 to the three months ended March 31, 2020 primarily due to an increase in the weighted average of outstanding borrowings from $1.0 billion for the three months ended March 31, 2019 to $2.3 billion for the three months ended March 31, 2020. Interest and other debt financing expenses increased by $23.2 million from the six months ended March 31, 2019 to the six months ended March 31, 2020 primarily due to an increase in the weighted average of outstanding borrowings from $1.0 billion for the six months ended March 31, 2019 to $2.3 billion for six months ended March 31, 2020. For more information about our outstanding borrowings for six months ended March 31, 2020 and 2019, including the terms thereof, see Note 7. Borrowings in the notes to our consolidated financial statements and the “Liquidity and Capital Resources” section below.

The effective average interest rate on our outstanding debt decreased to 3.7% for the three months ended March 31, 2020 from 4.2% for the three months ended March 31, 2019 primarily due to a lower average LIBOR.

The effective average interest rate on our outstanding debt decreased to 3.8% for the six months ended March 31, 2020 from 4.2% for the six months ended March 31, 2019 primarily due to a lower average LIBOR.

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Management Fee

The base management fee increased as a result of a sequential increase in average adjusted gross assets from the three and six months ended March 31, 2019 to the three and six months ended March 31, 2020.

Incentive Fees

The incentive fee payable under the Investment Advisory Agreement and the Prior Investment Advisory Agreement, as applicable, consists of two parts: (1) the income component, or the Income Incentive Fee, and (2) the capital gains component, or the Capital Gain Incentive Fee. The Income Incentive Fee increased by $0.1 million and $3.6 million, respectively, from the three and six months ended March 31, 2019 to the three and six months ended March 31, 2020, primarily as a result of an increase in Pre-Incentive Fee Net Investment Income (as defined in Note 3 of our consolidated financial statements), partially offset by lower rate of return on the value of our net assets primarily due to lower LIBOR. As we remain in the “catch-up” provision of the calculation of the Income Incentive Fee, the increase in net investment income causes a corresponding increase in the Income Incentive Fee until we are fully through the catch-up. For the three months ended March 31, 2020, while still not fully through the “catch-up” provision of the Income Incentive Fee calculation, the Income Incentive Fee as a percentage of the Pre-Incentive Fee Net Investment Income decreased to 10.7% compared to 16.2% for the three months ended March 31, 2019. For the six months ended March 31, 2020, while still not fully through the “catch-up” provision of the Income Incentive Fee calculation, the Income Incentive Fee as a percentage of the Pre-Incentive Fee Net Investment Income decreased to 13.1% compared to 13.8% for the six months ended March 31, 2019.

For each of the three and six months ended March 31, 2020 and 2019, there was no Capital Gain Incentive Fee payable as calculated under the Investment Advisory agreement. In accordance with GAAP, we are required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement or Prior Investment Advisory Agreement. The capital gain incentive fee accrual calculated in accordance with GAAP as of the three and six months ended March 31, 2020 was $0 and $0, respectively. The capital gain incentive fee accrual calculated in accordance with GAAP as of the three and six months ended March 31, 2019 was a reversal of $0.7 million, or $0.1 per share, and $1.1 million, or $0.02 per share, respectively. Any payment due under the terms of the Investment Advisory Agreement or Prior Investment Advisory Agreement, as applicable, is calculated in arrears at the end of each calendar year. Through December 31, 2018, we paid $2.8 million of Capital Gain Incentive Fees calculated in accordance with the Prior Investment Advisory Agreement. No Capital Gain Incentive Fees as calculated under the Investment Advisory Agreement or the Prior Investment Advisory Agreement, as applicable, have been deemed payable since December 31, 2018.

For additional details on unrealized appreciation and depreciation of investments, refer to the “NetRealized and Unrealized Gains and Losses” section below.

Professional Fees, Administrative Service Fee, and General and Administrative Expenses

In total, professional fees, the administrative service fee, and general and administrative expenses increased by $1.5 million from the three months ended March 31, 2019 to the three months ended March 31, 2020 and increased by$2.6 million from the six months ended March 31, 2019 to the six months ended March 31, 2020. The increases were due to higher costs incurred to service a growing portfolio primarily as a result of the Merger. In general, we expect certain of our operating expenses, including professional fees, the administrative service fee, and other general and administrative expenses to decline as a percentage of our total assets during periods of growth other than as a result of a merger or other large acquisition and increase as a percentage of our total assets during periods of asset declines.

The Administrator pays for certain expenses incurred by us. These expenses are subsequently reimbursed in cash. Total expenses reimbursed by us to the Administrator for the three months ended March 31, 2020 and 2019 were $1.6 million and $0.8 million, respectively. Total expenses reimbursed by us to the Administrator for the six months ended March 31, 2020 and 2019 were $3.3 million and $1.2 million, respectively.

As of March 31, 2020 and September 30, 2019, included in accounts payable and other liabilities were $0.9 million and $0.9 million, respectively, for expenses paid on behalf of us by the Administrator. As of September 30, 2019,

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also included in accounts payable and other liabilities was $0.8 million of expenses paid on behalf of GCIC by the Administrator, which were assumed in the Merger.

Net Realized and Unrealized Gains and Losses

The following table summarizes our net realized and unrealized gains (losses) for the periods presented:

	For the three months ended March 31,				Variances		For the six months ended March 31,				Variance
	2020		2019		2020 vs. 2019		2020		2019		2020 vs. 2019
	(In thousands)						(In thousands)
Net realized gain (loss) on investments	$	(11,839)	$	(1,852)	$	(9,987)	$	(9,183)	$	(3,800)	$	(5,383)
Foreign currency transactions	169		(9)		178		14		(39)		53
Net realized gain (loss) on investment transactions	$	(11,670)	$	(1,861)	$	(9,809)	$	(9,169)	$	(3,839)	$	(5,330)
Unrealized appreciation on investments	7,828		13,051		(5,223)		14,612		24,395		(9,783)
Unrealized (depreciation) on investments	(267,026)		(14,472)		(252,554)		(257,401)		(25,473)		(231,928)
Unrealized appreciation (depreciation) on investments in SLF and GCIC SLF(1)	4,036		1,077		2,959		3,843		1,183		2,660
Unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies	3,626		(63)		3,689		476		88		388
Unrealized appreciation (depreciation) on forward currency contracts	2,296		—		2,296		1,046		—		1,046
Net change in unrealized appreciation (depreciation) on investment transactions	$	(249,240)	$	(407)	$	(248,833)	$	(237,424)	$	193	$	(237,617)

⁽¹⁾Unrealized appreciation (depreciation) on investments in SLF and GCIC SLF includes our investments in LLC equity interests in SLF and GCIC SLF. The investment in GCIC SLF was acquired by us in the Merger and was not held during the three and six months ended March 31, 2019. On January 1, 2020, SLF and GCIC SLF became our wholly-owned subsidiaries and the assets and liabilities of the Senior Loan Funds were consolidated into us. Unrealized appreciation for the three months ended March 31, 2020 represents a reversal of unrealized depreciation as a result of the realized loss resulting from the consolidation of SLF and GCIC SLF.

For the three months ended March 31, 2020, we had a net realized loss on investments and foreign currency transactions of $11.7 million primarily due to a $4.0 realized loss recognized as a result of the consolidation of SLF and GCIC SLF with the remaining net loss of $7.7 million primarily attributable to legal debt forgiveness on two loans that were restructured in March 2020. The $4.0 million realized loss that resulted from the consolidation of SLF and GCIC SLF was offset with a corresponding reversal of the unrealized depreciation on our investments in the LLC equity interests of SLF and GCIC SLF. For the six months ended March 31, 2020, we had a net realized loss of $9.2 million primarily attributable to the net realized losses incurred during the three months ended March 31, 2020, partially offset by net realized gains from the sale of equity investments in multiple portfolio companies.

For the three months ended March 31, 2019, we had a net realized loss on investments and foreign currency transactions of $1.9 million primarily due to sale of equity investments in multiple portfolio companies. For the six months ended March 31, 2019, we had a net realized loss on investments and foreign currency transactions of $3.8 million primarily due to the sale of equity investments in multiple portfolio companies.

For the three months ended March 31, 2020, we had $7.8 million in unrealized appreciation on 29 portfolio company investments, which was offset by $267.0 million in unrealized depreciation on 240 portfolio company investments. For the six months ended March 31, 2020, we had $14.6 million in unrealized appreciation on 35 portfolio company investments, which was offset by $257.4 million in unrealized depreciation on 236 portfolio company investments. Unrealized depreciation for the three and six months ended March 31, 2020 primarily resulted from decreases in the fair value in the majority of our portfolio company investments due to the immediate adverse economic effects of the COVID-19 pandemic, the continuing uncertainty surrounding its long-term impact and increases in the spread between the yields realized on risk-free and higher risk securities.

For the three months ended March 31, 2019, we had $13.1 million in unrealized appreciation on 130 portfolio company investments, which was offset by $14.5 million in unrealized depreciation on 185 portfolio company investments. For the six months ended March 31, 2019, we had $24.4 million in unrealized appreciation on 167 portfolio company investments, which is offset by $25.5 million in unrealized depreciation on 182 portfolio company investments. Unrealized appreciation during the three and six months ended March 31, 2019 resulted from an increase in fair value primarily due to the rise in market prices of portfolio company investments and the reversal of the net unrealized depreciation associated with the sale or restructure of several portfolio company equity

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investments. Unrealized depreciation resulted from the amortization of discounts, negative credit related adjustments that caused a reduction in fair value and the reversal of the net unrealized appreciation associated with the sale of portfolio company investments during the three and six months ended March 31, 2019.

For the three months ended March 31, 2019, we had $1.1 million in unrealized appreciation on our investment in SLF LLC equity interests, which was primarily driven by net investment income associated with SLF's investment portfolio netted against net negative credit related adjustments at SLF. For the six months ended March 31, 2019, we had $1.2 million in unrealized appreciation on our investment in SLF LLC equity interests, which was primarily driven by net investment income associated with SLF's investment portfolio netted against net negative credit related adjustments at SLF. SLF did not pay a dividend to us for the three and six months ended March 31, 2019.

Liquidity and Capital Resources

For the six months ended March 31, 2020, we experienced a net increase in cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies of $34.7 million. During the period, cash used in operating activities was $19.7 million, primarily as a result of fundings of portfolio investments of $498.8 million and fundings of revolving loans of $31.1 million, partially offset by the proceeds from principal payments and sales of portfolio investments of $445.2 million and net investment income of $64.7 million. Lastly, cash provided by financing activities was $54.4 million, primarily driven by borrowings on debt of $695.6 million and proceeds from short-term borrowings of $64.8 million which were partially offset by repayments of debt of $553.4 million, repayments on short-term borrowings of $65.0 million and distributions paid of $85.0 million.

For the six months ended March 31, 2019, we experienced a net increase in cash, cash equivalents, foreign currencies and restricted cash and cash equivalents of $30.5 million. During the period, cash used in operating activities was $133.1 million, primarily as a result of fundings of portfolio investments of $310.9 million, partially offset by the proceeds from principal payments and sales of portfolio investments of $143.9 million and net investment income of $39.9 million. Lastly, cash provided by financing activities was $163.6 million, primarily driven by borrowings on debt of $1.1 billion that were partially offset by repayments of debt of $865.0 million and distributions paid of $38.8 million.

As of March 31, 2020 and September 30, 2019, we had cash and cash equivalents of $23.7 million and $6.5 million, respectively. In addition, we had foreign currencies of $0.7 million and $0.1 million as of March 31, 2020 and September 30, 2019, respectively, restricted cash and cash equivalents of $92.7 million and $76.4 million as of March 31, 2020 and September 30, 2019, respectively, and restricted foreign currencies of $2.0 million and $1.3 million as of March 31, 2020 and September 30, 2019, respectively. Cash and cash equivalents and foreign currencies are available to fund new investments, pay operating expenses and pay distributions. Restricted cash and cash equivalents and restricted foreign currencies can be used to pay principal and interest on and to fund new investments that meet the guidelines under our debt securitizations or credit facilities, as applicable.

This "Liquidity and Capital Resources" section should be read in conjunction with the "COVID-19 Developments" section above.

Revolving Debt Facilities

MS Credit Facility II - As of March 31, 2020 and September 30, 2019, we had $408.5 million and $259.9 million outstanding under the MS Credit Facility II (as defined in Note 7 of our consolidated financial statements), respectively. As of March 31, 2020, the MS Credit Facility II allowed Golub Capital BDC Funding II LLC, or Funding II, to temporarily borrow up to $500.0 million at any one time outstanding, subject to leverage and borrowing base restrictions. On March 20, 2020, we entered into an amendment that changes the date under which the borrowing capacity reverts from $500.0 million to $200.0 million to June 30, 2020 from March 31, 2020. As of March 31, 2020 and September 30, 2019, subject to leverage and borrowing base restrictions, we had approximately $91.5 million and $40.1 million of remaining commitments, respectively, and $1.0 million and less than $1.0 million of availability, respectively, on the MS Credit Facility II.

In connection with entry into the MS Credit Facility II, on February 4, 2019, Golub Capital BDC Funding LLC, or Funding, repaid all $97.1 million of the debt outstanding on the Credit Facility (as defined in Note 7 of our consolidated financial statements). Following such repayment, the agreements governing the Credit Facility were

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terminated. Prior to termination, the Credit Facility allowed Funding to borrow up to $170.0 million at any one time outstanding, subject to leverage and borrowing base restrictions.

WF Credit Facility - Effective September 16, 2019, we assumed, as a result of the Merger, the WF Credit Facility (as defined in Note 7 of our consolidated financial statements), which, as of March 31, 2020, allowed GCIC Funding LLC, or GCIC Funding, to borrow up to $300.0 million at any one time outstanding, subject to leverage and borrowing base restrictions. As of March 31, 2020 and September 30, 2019, we had outstanding debt under the WF Credit Facility of $279.0 million and $253.8 million, respectively. As of March 31, 2020 and September 30, 2019, subject to leverage and borrowing base restrictions, we had approximately $21.0 million and $46.2 million of remaining commitments, respectively, and $1.2 million and $0.5 million of availability, respectively, on the WF Credit Facility.

DB Credit Facility - Effective September 16, 2019, we assumed, as a result of the Merger, the DB Credit Facility (as defined in Note 7 of our consolidated financial statements), which as of March 31, 2020, allowed GCIC Funding II LLC, or GCIC Funding II, to borrow up to $250.0 million at any one time outstanding, subject to leverage and borrowing base restrictions. As of March 31, 2020 and September 30, 2019, we had outstanding debt under the DB Credit Facility of $247.0 million and $248.0 million, respectively. As of March 31, 2020 and September 30, 2019, subject to leverage and borrowing base restrictions, we had approximately $3.0 million and $2.0 million of remaining commitments, respectively, and $0.1 million and $0.1 million of availability, respectively, on the DB Credit Facility.

SLF Credit Facility - As of January 1, 2020, the date of our acquisition of the SLF LLC equity interests formerly held by RGA pursuant to the Purchase Agreement, we assumed the SLF Credit Facility (as defined in Note 7 of our consolidated financial statements) which, as of March 31, 2020, allowed Senior Loan Fund II, or SLF II, to borrow up to $29.5 million, which was equal to advances outstanding as the reinvestment period of the SLF Credit Facility ended August 29, 2018.

GCIC Credit Facility - As of January 1, 2020, the date of our acquisition of the GCIC SLF LLC equity interests formerly held by Aurora pursuant to the Purchase Agreement, we assumed the GCIC SLF Credit Facility (as defined in Note 7 of our consolidated financial statements), which, as of March 31, 2020, allowed GCIC Senior Loan Fund II, or GCIC SLF II, to borrow up to $31.7 million, which was equal to advances outstanding as the reinvestment period of the GCIC SLF Credit Facility ended September 29, 2018.

Adviser Revolver- On June 22, 2016, we entered into the Adviser Revolver (as defined in Note 7 of our consolidated financial statements), which, as amended, permitted us to borrow up to $100.0 million at any one time outstanding as of March 31, 2020. On October 28, 2019, we increased the borrowing capacity from $40.0 million to $100.0 million. We entered into the Adviser Revolver in order to have the ability to borrow funds on a short-term basis and have in the past repaid, and generally intend in the future to repay, borrowings under the Adviser Revolver within 30 to 45 days from which they are drawn. As of March 31, 2020 and September 30, 2019, we had $27.5 million and $0 outstanding on the Adviser Revolver, respectively.

Adviser Revolver II- Effective September 16, 2019, we assumed as a result of the Merger, Adviser Revolver II (as defined in Note 7 of our consolidated financial statements), which permitted us to borrow up to $40.0 million at any one time outstanding as of September 30, 2019. On October 28, 2019, in connection with the upsize to the Adviser Revolver, we terminated the Adviser Revolver II.

Debt Securitizations

2014 Debt Securitization - On June 5, 2014, we completed the 2014 Debt Securitization. On March 23, 2018, we amended the 2014 Debt Securitization to, among other things, refinance the notes issued by the 2014 Issuer, or the 2014 Notes, by redeeming the 2014 Notes then outstanding and issuing (a) new Class A-1-R 2014 Notes in an aggregate principal amount of $191.0 million that bear interest at a rate of three-month LIBOR plus 0.95%, (b) new Class A-2-R 2014 Notes in an aggregate principal amount of $20.0 million that bear interest at a rate of three-month LIBOR plus 0.95%, (c) new Class B-R 2014 Notes in an aggregate principal amount of $35.0 million that bear interest at a rate of three-month LIBOR plus 1.40%, and (d) new Class C-R 2014 Notes in an aggregate principal amount of $37.5 million that bear interest at a rate of three-month LIBOR plus 1.55%. The Class C-R 2014 Notes were retained by us, and we remain the sole owner of the equity of the 2014 Issuer.

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The Class A-1-R, Class A-2-R and Class B-R 2014 Notes are included in the March 31, 2020 and September 30, 2019 Consolidated Statements of Financial Condition as our debt and the Class C-R 2014 Notes and LLC equity interests in the 2014 Issuer were eliminated in consolidation. As of March 31, 2020 and September 30, 2019, we had outstanding debt under the 2014 Debt Securitization of $102.4 million and $126.3 million, respectively.

2018 Debt Securitization - On November 16, 2018, we completed the 2018 Debt Securitization in which the 2018 Issuer issued an aggregate of $602.4 million of notes, or the 2018 Notes, including $327.0 million of AAA/AAA Class A 2018 Notes, which bear interest at the three-month LIBOR plus 1.48%; $61.2 million of AA Class B 2018 Notes, which bear interest at the three-month LIBOR plus 2.10%; $20.0 million of A Class C-1 2018 Notes, which bear interest at the three-month LIBOR plus 2.80%; $38.8 million of A Class C-2 2018 Notes, which bear interest at the three-month LIBOR plus 2.65%; $42.0 million of BBB- Class D 2018 Notes, which bear interest at the three-month LIBOR plus 2.95%; and $113.4 million of Subordinated 2018 Notes which do not bear interest. We indirectly retained all of the Class C-2, Class D and Subordinated 2018 Notes.

The Class A, Class B and Class C-1 2018 Notes are included in the March 31, 2020 and September 30, 2019 Consolidated Statements of Financial Condition as our debt and the Class C-2, Class D and Subordinated 2018 Notes were eliminated in consolidation. As of March 31, 2020 and September 30, 2019, we had outstanding debt under the 2018 Debt Securitization of $408.2 million and $408.2 million, respectively.

GCIC 2018 Debt Securitization - Effective September 16, 2019, we assumed as a result of the Merger, the GCIC 2018 Debt Securitization in which the GCIC 2018 Issuer issued an aggregate of $908.2 million of notes, or the GCIC 2018 Notes, including $490.0 million of AAA/AAA Class A-1 GCIC 2018 Notes, $38.5 million of AAA Class A-2 GCIC 2018 Notes, and $18.0 million of AA Class B-1 GCIC 2018 Notes. In partial consideration for the loans transferred to the GCIC 2018 Issuer as part of the GCIC 2018 Debt Securitization, GCIC indirectly retained, and we assumed in the Merger, all of the Class B-2, C and D GCIC 2018 Notes and the Subordinated GCIC 2018 Notes totaling $27.0 million, $95.0 million, $60.0 million, and $179.7 million, respectively. The Class A-1, Class A-2 and Class B-1 GCIC 2018 Notes are included in the March 31, 2020 and September 30, 2019 Consolidated Statements of Financial Condition as our debt. As of March 31, 2020 and September 30, 2019 the Class B-2, Class C and Class D GCIC 2018 Notes and the Subordinated GCIC 2018 Notes were eliminated in consolidation. As of March 31, 2020 and September 30, 2019, we had outstanding debt under the GCIC 2018 Debt Securitization of $541.5 million and $541.0 million, respectively.

SBA Debentures

Under present small business investment company, or SBIC, regulations, the maximum amount of debentures guaranteed by the U.S. Small Business Administration, or SBA, issued by multiple licensees under common management is $350.0 million and the maximum amount issued by a single SBIC licensee is $175.0 million. As of March 31, 2020, GC SBIC IV, L.P., or SBIC IV, GC SBIC V, L.P., or SBIC V, and GC SBIC VI, L.P., or SBIC VI, had $69.7 million, $151.8 million, and $66.0 million, respectively, of outstanding SBA-guaranteed debentures that mature between September 2021 and March 2030. As of September 30, 2019, SBIC IV, SBIC V and SBIC VI, had $90.0 million, $165.0 million and $32.0 million, respectively, of outstanding SBA-guaranteed debentures that mature between September 2021 and September 2029. The original amount of debentures committed to SBIC IV and SBIC V by the SBA were $150.0 million and $175.0 million, respectively. Through March 31, 2020, SBIC IV and SBIC V have repaid $80.3 million and $23.3 million of outstanding debentures, respectively, and these commitments have effectively been terminated. As of March 31, 2020 and September 30, 2019, SBIC VI had $29.0 million and $18.0 million, respectively, of undrawn debenture commitments, of which $0 and $18.0 million, respectively, were available to be drawn, subject to SBA regulatory requirements.

In August 2019, our board of directors reapproved a share repurchase program, or the Program, which allows us

to repurchase up to $150.0 million of our outstanding common stock on the open market at prices below the NAV per share as reported in our then most recently published consolidated financial statements. The Program is implemented at the discretion of management with shares to be purchased from time to time at prevailing market

prices, through open market transactions, including block transactions. We did not make any repurchases of our common stock during the six months ended March 31, 2020 and 2019.

As of March 31, 2020, in accordance with the 1940 Act, with certain limited exceptions, we were allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Prior to February 6, 2019, in accordance with the 1940 Act, with certain limited exceptions, we were allowed to borrow

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amounts such that our asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing. We currently intend to continue to target a GAAP debt-to-equity ratio between 0.85x to 1.15x.

On September 13, 2011, we received exemptive relief from the SEC allowing us to modify the asset coverage requirement to exclude the SBA debentures from our asset coverage calculation. As such, our ratio of total consolidated assets to outstanding indebtedness may be less than 150%. This provides us with increased investment flexibility but also increases our risks related to leverage. As of March 31, 2020, our asset coverage for borrowed amounts was 193.7% (excluding the SBA debentures).

As of March 31, 2020 and September 30, 2019, we had outstanding commitments to fund investments, excluding our investments in SLF and GCIC SLF as of September 30, 2019, totaling $151.6 million and $261.6 million, respectively. As of March 31, 2020, total commitments of $151.6 million included $17.5 million of unfunded commitments on revolvers. There is no guarantee that these amounts will be funded to the borrowing party now or in the future. The unfunded commitments relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers, subject to the terms of each loan’s respective credit agreement. As of March 31, 2020, we believe that we had sufficient assets and liquidity to adequately cover future obligations under our unfunded commitments based on historical rates of drawings upon unfunded commitments, cash and restricted cash balances that we maintain, availability under our Adviser Revolver and ongoing principal repayments on debt investments. In addition, we generally hold some syndicated loans in larger portfolio companies that are saleable over a relatively short period to generate cash.

Due to the interplay of the 1940 Act restrictions on principal and joint transactions and the U.S. risk retention rules adopted pursuant to Section 941 of Dodd-Frank, as a business development company, we sought and received no action relief from the SEC to ensure we could engage in CLO financings in which assets are transferred through GC Advisors.

Although we expect to fund the growth of our investment portfolio through the net proceeds from future securities offerings and future borrowings, to the extent permitted by the 1940 Act, we cannot assure you that our efforts to raise capital will be successful. In addition, from time to time, we can amend or refinance our leverage facilities and securitization financings, to the extent permitted by applicable law. In addition to capital not being available, it also may not be available on favorable terms. To the extent we are not able to raise capital on what we believe are favorable terms, we will focus on optimizing returns by investing capital generated from repayments into new investments we believe are attractive from a risk/reward perspective. Furthermore, to the extent we are not able to raise capital and are at or near our targeted leverage ratios, we expect to receive smaller allocations, if any, on new investment opportunities under GC Advisors’ allocation policy and have, in the past, received such smaller allocations under similar circumstances.

We expect the exact number of shares of common stock subscribed for in the rights offering that expired on May 6, 2020, will be determined on or around May 15, 2020 but in no event will we issue more than 33,451,902 shares pursuant to the subscriptions as set forth in the prospectus.

Portfolio Composition, Investment Activity and Yield

As of March 31, 2020 and September 30, 2019, we had investments in 257 and 241 portfolio companies, respectively, with a total fair value of $4.2 billion and $4.1 billion, respectively. As of September 30, 2019, we had investments in SLF and GCIC SLF with a total fair value of $123.6 million.

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The following table shows the asset mix of our new investment commitments for the the three and six months ended March 31, 2020 and 2019:

	For the three months ended March 31,								For the six months ended March 31,
	2020				2019				2020				2019
	(In thousands)		Percentage of Commitments		(In thousands)		Percentage of Commitments		(In thousands)		Percentage of Commitments		(In thousands)		Percentage of Commitments
Senior secured	$	55,848	33.4	%	$	9,962	8.6%		$	67,458	15.4%		$	50,918	16.0%
One stop	108,886		65.2		104,169		89.7		366,215		83.6		261,186		81.8
Subordinated debt	—		—		23		0.0*		138		0.0*		23		0.0*
LLC equity interests in SLF(1)	—		—		1,750		1.5		—		—		1,750		0.5
Equity	2,291		1.4		207		0.2		4,306		1.0		5,305		1.7
Total new investment commitments	$	167,025	100.0	%	$	116,111	100.0	%	$	438,117	100.0	%	$	319,182	100.0	%

* Represents an amount less than 0.1%

⁽¹⁾ SLF's proceeds from LLC equity interests were utilized by SLF to invest in senior secured loans. As of March 31, 2019, SLF had investments in senior secured loans to 30 different borrowers.

For the three and six months ended March 31, 2020, we had approximately $290.9 million and $445.2 million, respectively, in proceeds from principal payments and sales of portfolio investments.

For the three and six months ended March 31, 2019, we had approximately $80.3 million and $143.9 million, respectively, in proceeds from principal payments and sales of portfolio investments.

The following table shows the principal, amortized cost and fair value of our portfolio of investments by asset class:

	As of March 31, 2020(1)						As of September 30, 2019(2)
	Principal		Amortized Cost		Fair Value		Principal		Amortized Cost		Fair Value
	(In thousands)						(In thousands)
Senior secured:
Performing	$	675,248	$	680,661	$	629,250	$	586,039	$	597,033	$	583,483
Non-accrual(3)	45,385		32,108		17,747		15,749		8,573		5,857
One stop:
Performing	3,629,023		3,662,005		3,422,341		3,502,213		3,548,330		3,466,310
Non-accrual(3)	76,947		70,081		48,441		12,053		10,700		7,806
Second lien:
Performing	20,095		20,353		19,811		19,473		19,745		19,473
Non-accrual(3)	—		—		—		—		—		—
Subordinated debt:
Performing	517		522		514		369		375		369
Non-accrual(3)	—		—		—		—		—		—
LLC equity interests in SLF and GCIC SLF(4)	N/A		—		—		N/A		127,487		123,644
Equity	N/A		82,269		72,111		N/A		79,527		85,990
Total	$	4,447,215	$	4,547,999	$	4,210,215	$	4,135,896	$	4,391,770	$	4,292,932

⁽¹⁾As of March 31, 2020, $251.9 million and $219.9 million of our loans at amortized cost and fair value, respectively, included a feature permitting a portion of the interest due on such loan to be PIK interest.

⁽²⁾As of September 30, 2019, $218.8 million and $204.6 million of our loans at amortized cost and fair value, respectively, included a feature permitting a portion of the interest due on such loan to be PIK interest.

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⁽³⁾We refer to a loan as non-accrual when we cease recognizing interest income on the loan because we have stopped pursuing repayment of the loan or, in certain circumstances, it is past due 90 days or more on principal and interest or our management has reasonable doubt that principal or interest will be collected. See “— Critical Accounting Policies — Revenue Recognition.”

⁽⁴⁾Proceeds from the LLC equity interests invested in SLF and GCIC SLF were utilized by SLF and GCIC SLF to invest in senior secured loans. On January 1, 2020, SLF and GCIC SLF became our wholly-owned subsidiaries and the assets and liabilities of the Senior Loan Funds were consolidated into us.

As of March 31, 2020, we had loans in ten portfolio companies on non-accrual status and non-accrual investments as a percentage of total debt investments at cost and fair value were 2.3% and 1.6%, respectively.  As of September 30, 2019, we had loans in five portfolio companies on non-accrual status and non-accrual investments as a percentage of total investments at cost and fair value were 0.5% and 0.3%, respectively. As of March 31, 2020 and September 30, 2019, the fair value of our debt investments as a percentage of the outstanding principal value was 93.0% and 98.7%, respectively.

The following table shows the weighted average rate, spread over LIBOR of floating rate and fees of investments originated and the weighted average rate of sales and payoffs of portfolio companies during the three and six months ended March 31, 2020 and 2019, respectively:

	For the three months ended March 31,		For the six months ended March 31,
	2020	2019	2020	2019
Weighted average rate of new investment fundings	7.1%	8.7%	7.3%	8.0%
Weighted average spread over LIBOR of new floating rate investment fundings	5.2%	6.0%	5.4%	5.6%
Weighted average rate of new fixed rate investment fundings	N/A	8.0%	N/A	8.0%
Weighted average fees of new investment fundings	1.1%	1.2%	1.3%	1.3%
Weighted average rate of sales and payoffs of portfolio investments(1)	7.7%	8.7%	7.7%	8.6%

⁽¹⁾Excludes exits on investments on non-accrual status.

As of March 31, 2020, 91.8% and 91.7% of our debt portfolio at fair value and at amortized cost, respectively, had interest rate floors that limit the minimum applicable interest rates on such loans. As of September 30, 2019, 92.3% and 92.3% of our debt portfolio at fair value and at amortized cost, respectively, had interest rate floors that limit the minimum applicable interest rates on such loans.

As of March 31, 2020 and September 30, 2019, the portfolio median earnings before interest, taxes, depreciation and amortization, or EBITDA, for our portfolio companies (excluding, prior to their consolidation into our financial statements, SLF and GCIC SLF) was $31.9 million and $28.6 million, respectively. The portfolio median EBITDA is based on the most recently reported trailing twelve-month EBITDA received from the portfolio company.

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As part of the monitoring process, GC Advisors regularly assesses the risk profile of each of our investments and rates each of them based on an internal system developed by Golub Capital and its affiliates. This system is not generally accepted in our industry or used by our competitors. It is based on the following categories, which we refer to as GC Advisors’ internal performance ratings:

Internal Performance Ratings
Rating	Definition
5	Involves the least amount of risk in our portfolio. The borrower is performing above expectations, and the trends and risk factors are generally favorable.
4	Involves an acceptable level of risk that is similar to the risk at the time of origination. The borrower is generally performing as expected, and the risk factors are neutral to favorable.
3	Involves a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination. The borrower could be out of compliance with debt covenants; however, loan payments are generally not past due.
2	Involves a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments could be past due (but generally not more than 180 days past due).
1	Involves a borrower performing substantially below expectations and indicates that the loan’s risk has substantially increased since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 1 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.

Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.

For any investment rated 1, 2 or 3, GC Advisors will increase its monitoring intensity and prepare regular updates for the investment committee, summarizing current operating results and material impending events and suggesting recommended actions.

GC Advisors monitors and, when appropriate, changes the internal performance ratings assigned to each investment in our portfolio. In connection with our valuation process, GC Advisors and our board of directors review these internal performance ratings on a quarterly basis.

The following table shows the distribution of our investments on the 1 to 5 internal performance rating scale at fair value as of March 31, 2020 and September 30, 2019:

	As of March 31, 2020			As of September 30, 2019
Internal Performance Rating	Investments at Fair Value (In thousands)		Percentage of Total Investments	Investments at Fair Value (In thousands)		Percentage of Total Investments
5	$	104,894	2.5%	$	115,318	2.7%
4	2,906,749		69.0	3,787,809		88.2
3	1,114,712		26.5	337,358		7.9
2	83,204		2.0	52,434		1.2
1	656		0.0*	13		0.0*
Total	$	4,210,215	100.0%	$	4,292,932	100.0%

* Represents an amount less than 0.1%.

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Senior Loan Fund LLC

Through December 31, 2019, we co-invested with RGA, in senior secured loans through SLF. On January 1, 2020, we entered into the Purchase Agreement to purchase RGA's LLC equity interests in SLF. As of January 1, 2020, we owned 100% of SLF and the assets and liabilities of SLF were consolidated into us. Prior to our purchase of RGA's LLC equity interests in SLF, SLF was capitalized as transactions were completed and all portfolio and investment decisions in respect to SLF were required to be approved by the SLF investment committee consisting of two representatives of each of us and RGA (with unanimous approval required from (i) one representative of each of us and RGA or (ii) both representatives of each of us and RGA).

As of September 30, 2019, we and RGA owned 87.5% and 12.5%, respectively, of the LLC equity interests. Through December 31, 2019, SLF’s profits and losses were allocated to us and RGA in accordance with our respective ownership interests.

As of September 30, 2019, SLF had the following commitments from its members (in the aggregate):

	As of September 30, 2019
	Committed		Funded(1)
	(In thousands)
LLC equity commitments	$	200,000	$	85,580
Total	$	200,000	$	85,580

⁽¹⁾Funded LLC equity commitments are presented net of return of capital distributions subject to recall.

Effective January 1, 2020, the commitments to SLF were canceled in conjunction with the Purchase Agreement.

SLF entered into the SLF Credit Facility, which allowed SLF II, as of September 30, 2019, to borrow up to $75.6 million at any one time outstanding, subject to leverage and borrowing base restrictions. The SLF Credit Facility bore interest at one-month LIBOR plus 2.05% per annum. Effective January 1, 2020, we assumed, as a result of the Purchase Agreement, the SLF Credit Facility.

As of September 30, 2019, SLF had total assets at fair value of $161.0 million. As of September 30, 2019, SLF had loans in two portfolio companies on non-accrual status with a fair value of $5.0 million. The portfolio companies in SLF were in industries and geographies similar to those in which we invest directly. Additionally, as of September 30, 2019, SLF had commitments to fund various undrawn revolving credit and delayed draw loans to its portfolio companies totaling $3.4 million.

Below is a summary of SLF’s portfolio, followed by a listing of the individual investments in SLF’s portfolio as of September 30, 2019:

		As of September 30, 2019
	(Dollars in thousands)
Senior secured loans(1)		$	154,254
Weighted average current interest rate on senior secured loans(2)		7.4		%
Number of borrowers in SLF		27
Largest portfolio company investment(1)		$	12,654
Total of five largest portfolio company investments(1)		$	54,268

⁽¹⁾At principal amount.

⁽²⁾Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at principal amount.

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SLF Investment Portfolio as of September 30, 2019
Portfolio Company	Business Description	Security Type	Maturity Date	Current Interest Rate(1)		Principal ($) / Shares(2)		Fair Value(3)
						(Dollars in thousands)
1A Smart Start LLC(4)	Electronic Equipment, Instruments & Components	Senior loan	02/2022	6.5	%	$	2,961	$	2,961
Advanced Pain Management Holdings, Inc.(4)(5)	Health Care Providers & Services	Senior loan	12/2019	7.1		6,172		3,703
Advanced Pain Management Holdings, Inc.(4)(5)	Health Care Providers & Services	Senior loan	12/2019	7.1		422		253
Advanced Pain Management Holdings, Inc.(4)(5)(7)	Health Care Providers & Services	Senior loan	12/2019	7.1		193		(8)
Advanced Pain Management Holdings, Inc.(4)(5)	Health Care Providers & Services	Senior loan	12/2019	10.6		2,139		4
Boot Barn, Inc.(4)	Specialty Retail	Senior loan	06/2023	6.6		6,022		6,022
Brandmuscle, Inc.	Professional Services	Senior loan	12/2021	6.9		4,418		4,415
Brandmuscle, Inc.	Professional Services	Senior loan	12/2021	N/A(6)		—		—
Captain D's, LLC(4)	Food & Staples Retailing	Senior loan	12/2023	6.5		2,433		2,433
Captain D's, LLC(4)	Food & Staples Retailing	Senior loan	12/2023	7.5		17		17
CLP Healthcare Services, Inc.	Health Care Providers & Services	Senior loan	12/2020	7.4		8,415		8,415
CLP Healthcare Services, Inc.	Health Care Providers & Services	Senior loan	12/2020	7.4		4,239		4,239
Community Veterinary Partners, LLC	Health Care Providers & Services	Senior loan	10/2021	7.5		2,392		2,392
Community Veterinary Partners, LLC	Health Care Providers & Services	Senior loan	10/2021	7.5		1,203		1,203
Community Veterinary Partners, LLC	Health Care Providers & Services	Senior loan	10/2021	7.5		58		58
Community Veterinary Partners, LLC	Health Care Providers & Services	Senior loan	10/2021	7.5		40		40
Community Veterinary Partners, LLC	Health Care Providers & Services	Senior loan	10/2021	N/A(6)		—		—
DISA Holdings Acquisition Subsidiary Corp.(4)	Professional Services	Senior loan	06/2022	7.1		4,773		4,773
DISA Holdings Acquisition Subsidiary Corp.(4)	Professional Services	Senior loan	06/2022	6.0		53		53
Flexan, LLC	Health Care Equipment & Supplies	Senior loan	02/2020	7.9		5,905		5,905
Flexan, LLC	Health Care Equipment & Supplies	Senior loan	02/2020	7.9		1,640		1,640
Flexan, LLC(4)	Health Care Equipment & Supplies	Senior loan	02/2020	9.5		431		431
Gamma Technologies, LLC(4)	IT Services	Senior loan	06/2024	7.3		10,084		10,084
III US Holdings, LLC	Software	Senior loan	09/2022	8.1		4,288		4,288
Jensen Hughes, Inc.	Building Products	Senior loan	03/2024	6.6		2,276		2,276
Jensen Hughes, Inc.	Building Products	Senior loan	03/2024	6.6		118		118
Jensen Hughes, Inc.	Building Products	Senior loan	03/2024	6.6		63		63
Joerns Healthcare, LLC(4)	Health Care Equipment & Supplies	Senior loan	08/2024	8.2		1,286		1,286
Joerns Healthcare, LLC(4)	Health Care Equipment & Supplies	Senior loan	08/2024	8.2		1,338		1,338
Mediaocean LLC	Software	Senior loan	08/2020	N/A(6)		—		—
Paradigm DKD Group, LLC(4)(5)	Consumer Finance	Senior loan	05/2022	8.4		1,480		1,094
Paradigm DKD Group, LLC(4)(5)(7)	Consumer Finance	Senior loan	05/2022	8.4		(16)		(59)
Pasternack Enterprises, Inc. and Fairview Microwave, Inc(4)	Electronic Equipment, Instruments & Components	Senior loan	07/2025	6.0		5,264		5,264
Polk Acquisition Corp.(4)	Auto Components	Senior loan	06/2022	7.3		4,465		4,376
Polk Acquisition Corp.(4)	Auto Components	Senior loan	06/2022	7.3		60		58

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SLF Investment Portfolio as of September 30, 2019 - (continued)
Portfolio Company	Business Description	Security Type	Maturity Date	Current Interest Rate(1)		Principal ($) / Shares(2)		Fair Value(3)
						(Dollars in thousands)
Polk Acquisition Corp.	Auto Components	Senior loan	06/2022	7.3	%	$	52	$	51
Pyramid Healthcare, Inc.(4)	Health Care Providers & Services	Senior loan	08/2020	8.8		10,047		10,047
Pyramid Healthcare, Inc.	Health Care Providers & Services	Senior loan	08/2020	9.2		257		257
Pyramid Healthcare, Inc.	Health Care Providers & Services	Senior loan	08/2020	8.8		147		147
Pyramid Healthcare, Inc.	Health Care Providers & Services	Senior loan	08/2020	8.8		99		99
RSC Acquisition, Inc.(4)	Insurance	Senior loan	11/2022	6.4		3,785		3,785
RSC Acquisition, Inc.(4)	Insurance	Senior loan	11/2021	N/A(6)		—		—
Rubio's Restaurants, Inc (4)	Food & Staples Retailing	Senior loan	10/2019	9.1		4,890		4,890
Sage Dental Management, LLC	Health Care Providers & Services	Senior loan	12/2020	7.35% cash/1.00% PIK		4,341		3,907
Sage Dental Management, LLC	Health Care Providers & Services	Senior loan	12/2020	8.4		70		62
Sage Dental Management, LLC	Health Care Providers & Services	Senior loan	12/2020	8.4		63		57
Sage Dental Management, LLC	Health Care Providers & Services	Senior loan	12/2020	8.4		45		40
SEI, Inc.(4)	IT Services	Senior loan	07/2023	6.8		11,004		11,004
SEI, Inc.	IT Services	Senior loan	07/2023	N/A(6)		—		—
Self Esteem Brands, LLC (4)	Hotels, Restaurants & Leisure	Senior loan	02/2022	6.3		9,561		9,561
Self Esteem Brands, LLC (4)	Hotels, Restaurants & Leisure	Senior loan	02/2022	8.3		415		415
Teasdale Quality Foods, Inc.	Food Products	Senior loan	10/2020	7.9		4,190		3,771
Teasdale Quality Foods, Inc.	Food Products	Senior loan	10/2020	7.9		3,285		2,956
Teasdale Quality Foods, Inc.	Food Products	Senior loan	10/2020	7.9		567		511
Teasdale Quality Foods, Inc.(4)	Food Products	Senior loan	10/2020	7.9		424		382
Teasdale Quality Foods, Inc.	Food Products	Senior loan	10/2020	7.9		210		189
Upstream Intermediate, LLC	Health Care Equipment & Supplies	Senior loan	01/2024	6.0		2,796		2,796
WHCG Management, LLC (4)	Health Care Providers & Services	Senior loan	03/2023	8.1		7,820		7,820
WIRB-Copernicus Group, Inc.(4)	Health Care Providers & Services	Senior loan	08/2022	6.4		5,554		5,554
Total senior loan investments						$	154,254	$	147,436
Joerns Healthcare, LLC(4)(8)(9)	Healthcare, Education and Childcare	Common Stock	N/A	N/A		$	309	$	7,458
Paradigm DKD Group, LLC(4)(8)(9)	Buildings and Real Estate	LLC units	N/A	N/A		170		53
Paradigm DKD Group, LLC(4)(8)(9)	Buildings and Real Estate	LLC units	N/A	N/A		963		—
Paradigm DKD Group, LLC(4)(8)(9)	Buildings and Real Estate	LLC units	N/A	N/A		34		—
W3 Co.(8)(9)	Oil and Gas	LLC units	N/A	N/A		3		1,654
W3 Co.(8)(9)	Oil and Gas	Preferred stock	N/A	N/A		—		92
Total equity investments								$	9,257
Total investments						$	154,254	$	156,693

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⁽¹⁾Represents the weighted average annual current interest rate as of September 30, 2019. All interest rates are payable in cash, except where PIK is shown.

⁽²⁾The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.

⁽³⁾Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in our board of directors' valuation process described elsewhere herein.

⁽⁴⁾We also held a portion of the senior secured loan in this portfolio company as of September 30, 2019.

⁽⁵⁾Loan was on non-accrual status as of September 30, 2019. As such, no interest is being earned on this investment.

⁽⁶⁾The entire commitment was unfunded as of September 30, 2019. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.

⁽⁷⁾The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

⁽⁸⁾Equity investment received as a result of the portfolio company's debt restructuring.

⁽⁹⁾Non-income producing.

As of September 30, 2019, we had commited to fund $175.0 million of LLC equity interest subscriptions to SLF. As of September 30, 2019, $74.9 million of our LLC equity interest commitment to SLF had been called and contributed, net of return of capital distributions subject to recall. Immediately prior to the Purchase Agreement, $70.5 million of the Company's LLC equity interest subscriptions to SLF had been called and contributed, net of return of capital distributions subject to recall. Prior to the Purchase Agreement, for the three months ended December 31, 2019, we did not receive dividend income from the LLC equity interests in SLF. For the three and six months ended March 31, 2019, we did not receive dividend income from the LLC equity interests in SLF.

For the three months ended December 31, 2019, we earned an annualized total return on our weighted average capital invested in SLF of 2.43%. For the three and six months ended March 31, 2019, we earned an annualized total return on our weighted average capital invested in SLF of 6.3% and 3.4%, respectively. The annualized total return on weighted average capital invested is calculated by dividing total income earned on our investments in SLF by the combined daily average of our investments in the NAV of the SLF LLC equity interests.

Below is certain summarized financial information for SLF as of September 30, 2019, the three and six months ended March 31, 2019, and the three months ended December 31, 2019:

		As of September 30, 2019
	(In thousands)
Selected Balance Sheet Information, at fair value
Investments, at fair value		$	152,259
Cash and other assets		8,759
Total assets		$	161,018
Senior credit facility		$	75,581
Other liabilities		424
Total liabilities		76,005
Members’ equity		85,013
Total liabilities and members' equity		$	161,018

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	Three months ended December 31,		Three months ended March 31,		Six months ended March 31,
	2019		2019		2019
	(In thousands)
Selected Statement of Operations Information:
Interest income	$	2,800	$	3,538	$	7,174
Fee income	—		—		9
Total investment income	2,800		3,538		7,183
Interest and other debt financing expenses	634		1,133		2,320
Administrative service fee	61		64		144
Other expenses	(15)		25		49
Total expenses	680		1,222		2,513
Net investment income	2,120		2,316		4,670
Net realized gains (losses) on investments	—		—		(1,314)
Net change in unrealized appreciation (depreciation) on investments	(1,603)		(1,086)		(2,004)
Net increase (decrease) in members' equity	$	517	$	1,230	$	1,352

GCIC Senior Loan Fund LLC:

Following the acquisition of GCIC SLF in the Merger on September 16, 2019 and through December 31, 2019, we co-invested with Aurora in senior secured loans through GCIC SLF. On January 1, 2020, we entered into the Purchase Agreement to purchase Aurora's LLC equity interests in GCIC SLF. As of January 1, 2020, we owned 100% of GCIC SLF and the assets and liabilities of GCIC SLF were consolidated into our financial statements and notes thereto for periods ending on or after January 1, 2020. Prior to our purchase of Aurora's LLC equity interests in GCIC SLF, GCIC SLF was capitalized as transactions were completed and all portfolio and investment decisions in respect of GCIC SLF were approved by the GCIC SLF investment committee consisting of two representatives of each of us and Aurora (with unanimous approval required from (i) one representative of each of us and Aurora or (ii) both representatives of each of us and Aurora).

As of September 30, 2019, we and Aurora owned 87.5% and 12.5%, respectively, of the LLC equity interests of GCIC SLF. Through December 31, 2019, GCIC SLF’s profits and losses were allocated to us and Aurora in accordance with our respective ownership interests.

As of September 30, 2019, GCIC SLF had the following commitments from its members (in the aggregate):

	As of September 30, 2019
	Committed		Funded (1)
	(In thousands)
LLC equity commitments	$	125,000	$	55,264
Total	$	125,000	$	55,264

⁽¹⁾Funded LLC equity commitments are presented net of return of capital distributions subject to recall.

Effective January 1, 2020, the commitments to GCIC SLF were canceled in conjunction with the Purchase Agreement.

GCIC SLF entered into the GCIC SLF Credit Facility, which as of September 30, 2019 allowed GCIC SLF II to borrow up to $59.6 million at any one time outstanding, subject to leverage and borrowing base restrictions, and which bore interest at one-month LIBOR plus 2.05%. Effective January 1, 2020, we assumed, as a result of the Purchase Agreement, the GCIC SLF Credit Facility.

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As of September 30, 2019, GCIC SLF had total assets at fair value of $116.2 million. As of September 30, 2019, GCIC SLF did not have any investments on non-accrual status. The portfolio companies in GCIC SLF are in industries and geographies similar to those in which we invest directly. Additionally, as of September 30, 2019, GCIC SLF had commitments to fund various undrawn revolvers and delayed draw investments to its portfolio companies totaling $7.0 million.

Below is a summary of GCIC SLF’s portfolio, followed by a listing of the individual investments in GCIC SLF’s portfolio as of September 30, 2019:

	September 30, 2019
	(Dollars in thousands)
Senior secured loans (1)	$	112,864
Weighted average current interest rate on senior secured loans (2)	7.2		%
Number of borrowers in GCIC SLF	28
Largest portfolio company investment (1)	$	8,464
Total of five largest portfolio company investments (1)	$	34,273

⁽¹⁾At principal amount.

⁽²⁾Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at principal amount.

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GCIC SLF Investment Portfolio as of September 30, 2019
Portfolio Company	Business Description	Security Type	Maturity Date	Current Interest Rate(1)		Principal ($)		Fair Value(2)
						(Dollars in thousands)
1A Smart Start LLC(3)	Electronic Equipment, Instruments & Components	Senior loan	02/2022	6.5	%	$	1,910	$	1,910
Boot Barn, Inc.(3)	Specialty Retail	Senior loan	06/2023	6.6		3,159		3,159
Brandmuscle, Inc.(3)	Professional Services	Senior loan	12/2021	N/A(4)		—		—
Brandmuscle, Inc.(3)	Professional Services	Senior loan	12/2021	6.9		3,800		3,797
Captain D's, LLC(3)	Food & Staples Retailing	Senior loan	12/2023	7.5		33		33
Captain D's, LLC(3)	Food & Staples Retailing	Senior loan	12/2023	6.5		5,792		5,792
CLP Healthcare Services, Inc.(3)	Health Care Providers & Services	Senior loan	12/2020	7.4		2,007		2,007
CLP Healthcare Services, Inc.(3)	Health Care Providers & Services	Senior loan	12/2020	7.4		1,011		1,011
Community Veterinary Partners, LLC(3)	Health Care Providers & Services	Senior loan	10/2021	N/A(4)		—		—
Community Veterinary Partners, LLC(3)	Health Care Providers & Services	Senior loan	10/2021	7.5		2,053		2,053
Community Veterinary Partners, LLC(3)	Health Care Providers & Services	Senior loan	10/2021	7.5		1,032		1,032
Community Veterinary Partners, LLC(3)	Health Care Providers & Services	Senior loan	10/2021	7.5		40		40
Community Veterinary Partners, LLC(3)	Health Care Providers & Services	Senior loan	10/2021	7.5		58		58
Elite Sportswear, L.P.(3)	Textiles, Apparel & Luxury Goods	Senior loan	12/2021	8.5		121		99
Elite Sportswear, L.P.(3)	Textiles, Apparel & Luxury Goods	Senior loan	12/2021	8.4		1,128		1,061
Elite Sportswear, L.P.(3)	Textiles, Apparel & Luxury Goods	Senior loan	12/2021	8.4		581		546
Elite Sportswear, L.P.(3)	Textiles, Apparel & Luxury Goods	Senior loan	12/2021	8.4		88		83
Elite Sportswear, L.P.(3)	Textiles, Apparel & Luxury Goods	Senior loan	12/2021	8.4		2,806		2,638
Elite Sportswear, L.P.(3)	Textiles, Apparel & Luxury Goods	Senior loan	12/2021	8.5		7		6
Elite Sportswear, L.P.(3)	Textiles, Apparel & Luxury Goods	Senior loan	12/2021	8.4		84		79
Elite Sportswear, L.P.(3)	Textiles, Apparel & Luxury Goods	Senior loan	12/2021	8.4		198		186
Flexan, LLC(3)	Health Care Equipment & Supplies	Senior loan	02/2020	9.5		192		192
Flexan, LLC(3)	Health Care Equipment & Supplies	Senior loan	02/2020	7.9		2,635		2,635
Flexan, LLC(3)	Health Care Equipment & Supplies	Senior loan	02/2020	7.9		732		732
G & H Wire Company, Inc(3)	Health Care Equipment & Supplies	Senior loan	09/2023	7.8		5,284		5,284
Gamma Technologies, LLC(3)	IT Services	Senior loan	06/2024	7.3		4,334		4,334
III US Holdings, LLC(3)	Software	Senior loan	09/2022	8.1		4,253		4,253
Jensen Hughes, Inc.(3)	Building Products	Senior loan	03/2024	6.6		1,958		1,958
Jensen Hughes, Inc.(3)	Building Products	Senior loan	03/2024	6.6		102		102
Jensen Hughes, Inc.(3)	Building Products	Senior loan	03/2024	6.6		54		54
Mediaocean LLC(3)	Software	Senior loan	08/2020	N/A(4)		—		—
Mills Fleet Farm Group LLC(3)	Multiline Retail	Senior loan	10/2024	8.3		5,955		5,657
NBC Intermediate, LLC (3)	Food & Staples Retailing	Senior loan	09/2023	N/A(4)		—		—
NBC Intermediate, LLC (3)	Food & Staples Retailing	Senior loan	09/2023	6.5		2,565		2,565
Pasternack Enterprises, Inc. and Fairview Microwave, Inc(3)	Electronic Equipment, Instruments & Components	Senior loan	07/2025	6.0		4,913		4,913
Polk Acquisition Corp.(3)	Auto Components	Senior loan	06/2022	7.3		8,125		7,962
Polk Acquisition Corp.(3)	Auto Components	Senior loan	06/2022	7.3		60		58
Polk Acquisition Corp.(3)	Auto Components	Senior loan	06/2022	7.3		52		51
Pyramid Healthcare, Inc.(3)	Health Care Providers & Services	Senior loan	08/2020	9.2		68		68
Pyramid Healthcare, Inc.(3)	Health Care Providers & Services	Senior loan	08/2020	8.8		2,426		2,426
Pyramid Healthcare, Inc.(3)	Health Care Providers & Services	Senior loan	08/2020	8.8		147		147
Pyramid Healthcare, Inc.(3)	Health Care Providers & Services	Senior loan	08/2020	8.8		367		367
Reladyne, Inc.(3)	Construction & Engineering	Senior loan	07/2022	7.3		5,909		5,909
Reladyne, Inc.(3)	Construction & Engineering	Senior loan	07/2022	7.3		621		621
Reladyne, Inc.(3)	Construction & Engineering	Senior loan	07/2022	7.3		1,152		1,152

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GCIC SLF Investment Portfolio as of September 30, 2019 - (continued)
Portfolio Company	Business Description	Security Type	Maturity Date	Current Interest Rate(1)		Principal ($)		Fair Value(2)
						(Dollars in thousands)
Reladyne, Inc.(3)	Construction & Engineering	Senior loan	07/2022	7.3	%	$	537	$	537
Reladyne, Inc.(3)	Construction & Engineering	Senior loan	07/2022	7.3		245		245
RSC Acquisition, Inc.(3)	Insurance	Senior loan	11/2021	N/A(4)		—		—
RSC Acquisition, Inc.(3)	Insurance	Senior loan	11/2022	6.4		3,255		3,255
Rubio's Restaurants, Inc(3)	Food & Staples Retailing	Senior loan	10/2019	9.1		1,641		1,641
SEI, Inc.(3)	IT Services	Senior loan	07/2023	6.8		4,154		4,154
SEI, Inc.(3)	IT Services	Senior loan	07/2023	N/A(4)		—		—
Self Esteem Brands, LLC(3)	Hotels, Restaurants & Leisure	Senior loan	02/2022	6.3		5,445		5,445
Self Esteem Brands, LLC(3)	Hotels, Restaurants & Leisure	Senior loan	02/2022	8.3		498		498
Summit Behavioral Healthcare, LLC(3)	Health Care Providers & Services	Senior loan	10/2023	6.9		100		94
Summit Behavioral Healthcare, LLC(3)	Health Care Providers & Services	Senior loan	10/2023	6.9		5,895		5,600
Summit Behavioral Healthcare, LLC(3)	Health Care Providers & Services	Senior loan	10/2023	6.9		290		276
Teasdale Quality Foods, Inc.(3)	Food Products	Senior loan	10/2020	7.9		1,009		908
Teasdale Quality Foods, Inc.(3)	Food Products	Senior loan	10/2020	7.9		137		123
Teasdale Quality Foods, Inc.(3)	Food Products	Senior loan	10/2020	7.9		51		46
Teasdale Quality Foods, Inc.(3)	Food Products	Senior loan	10/2020	7.9		791		712
Upstream Intermediate, LLC(3)	Health Care Equipment & Supplies	Senior loan	01/2024	6.0		3,532		3,532
WHCG Management, LLC(3)	Health Care Providers & Services	Senior loan	03/2023	8.1		2,158		2,158
WHCG Management, LLC(3)	Health Care Providers & Services	Senior loan	03/2023	N/A(4)		—		—
WIRB-Copernicus Group, Inc.(3)	Health Care Providers & Services	Senior loan	08/2022	6.4		5,314		5,314
Total investments						$	112,864	$	111,568

⁽¹⁾Represents the weighted average annual current interest rate as of September 30, 2019. All interest rates are payable in cash.

⁽²⁾Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in our board of directors' valuation process described elsewhere herein.

⁽³⁾We also hold a portion of the first lien senior secured loan in this portfolio company.

⁽⁴⁾The entire commitment was unfunded as of September 30, 2019. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.

As of September 30, 2019, we had committed to fund $109.4 million of LLC equity interest subscriptions to GCIC SLF. As of September 30, 2019, $48.4 million of our LLC equity interest subscriptions to GCIC SLF had been called and contributed, net of return of capital distributions subject to recall. Immediately prior to the Purchase Agreement, $48.4 million of our LLC equity interest subscription to GCIC SLF had been called and contributed, net of return of capital distributions subject to recall. For the three months ended December 31, 2019, we received $1.9 million in dividend income from the GCIC SLF LLC equity interests.

For the three months ended December 31, 2019, we earned an annualized total return on our weighted average

capital invested in SLF of 10.1%. The annualized total return on weighted average capital invested was calculated by

dividing total income earned on our investments in GCIC SLF by the combined daily average of our investments in

the NAV of the GCIC SLF LLC equity interests.

See below for certain summarized financial information for GCIC SLF as of September 30, 2019 and for the three months ended December 31, 2019:

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	As of September 30, 2019
	(In thousands)
Selected Balance Sheet Information:
Investments, at fair value	$	111,568
Cash and other assets	4,627
Total assets	$	116,195
Senior credit facility	$	59,559
Other liabilities	341
Total liabilities	59,900
Members’ equity	56,295
Total liabilities and members' equity	$	116,195

	Three months ended December 31, 2019
	(In thousands)
Selected Statement of Operations Information:
Interest income	$	2,081
Total investment income	2,081
Interest and other debt financing expense	512
Administrative service fee	45
Other expenses	(24)
Total expenses	533
Net investment income	1,548
Net change in unrealized appreciation (depreciation) on investments	(108)
Net increase in members' equity	$	1,440

Contractual Obligations and Off-Balance Sheet Arrangements

A summary of our significant contractual payment obligations as of March 31, 2020 is as follows:

	Payments Due by Period (In thousands)
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
2014 Debt Securitization	$	102,447	$	—	$	—	$	—	$	102,447
2018 Debt Securitization	408,200		—		—		—		408,200
2018 GCIC Debt Securitization	541,480		—		—		—		541,480
SBA debentures	287,450		—		58,200		47,000		182,250
WF Credit Facility	278,954		—		—		278,954		—
MS Credit Facility II	408,452		208,452		—		200,000		—
Adviser Revolver	27,500		—		27,500		—		—
DB Credit Facility	246,997		—		—		246,997		—
SLF Credit Facility	29,543		—		29,543		—		—
GCIC SLF Credit Facility	31,655		—		31,655		—		—
Unfunded commitments(1)	151,578		151,578		—		—		—
Total contractual obligations	$	2,514,256	$	360,030	$	146,898	$	772,951	$	1,234,377

⁽¹⁾Unfunded commitments represent unfunded commitments to fund investments as of March 31, 2020 and includes $17.5 million of commitments on undrawn revolvers. These amounts may or may not be funded to the borrowing party now or in the future. The unfunded

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commitments relate to loans with various maturity dates, but we are showing this amount in the less than one year category as this entire amount was eligible for funding to the borrowers as of March 31, 2020, subject to the terms of each loan’s respective credit agreement.

We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to meet the financial needs of our portfolio companies. These instruments include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of March 31, 2020, we had outstanding commitments to fund investments totaling $151.6 million.

We have certain contracts under which we have material future commitments. We have entered into the Investment Advisory Agreement with GC Advisors in accordance with the 1940 Act. Under the Investment Advisory Agreement, GC Advisors provides us with investment advisory and management services.

Under the Administration Agreement, the Administrator furnishes us with office facilities and equipment, provides us with clerical, bookkeeping and record keeping services at such facilities and provides us with other administrative services necessary to conduct our day-to-day operations. The Administrator also provides on our behalf managerial assistance to those portfolio companies to which we are required to offer to provide such assistance.

If any of the contractual obligations discussed above are terminated, our costs under any new agreements that we enter into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we receive under our Investment Advisory Agreement and our Administration Agreement. Any new investment advisory agreement would also be subject to approval by our stockholders.

Distributions

We intend to make quarterly distributions to our stockholders as determined by our board of directors. For additional details on distributions, see “Income taxes” in Note 2 to our consolidated financial statements.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of our distributions from time to time. In addition, the asset coverage requirements applicable to us as a business development company under the 1940 Act could limit our ability to make distributions. If we do not distribute a certain percentage of our income annually, we will suffer adverse U.S. federal income tax consequences, including the possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions.

Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations can differ from net investment income and realized gains recognized for financial reporting purposes. Differences are permanent or temporary. Permanent differences are reclassified within capital accounts in the financial statements to reflect their tax character. For example, permanent differences in classification result from the treatment of distributions paid from short-term gains as ordinary income dividends for tax purposes. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

To the extent our taxable earnings fall below the total amount of our distributions for any tax year, a portion of those distributions could be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders could be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our ordinary income or gains.

We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, our stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock unless a stockholder specifically “opts out” of our dividend reinvestment plan. If a stockholder opts out, that stockholder will receive cash distributions. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in our dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes.

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Related Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

•We entered into the Investment Advisory Agreement with GC Advisors. Mr. Lawrence Golub, our chairman, is a manager of GC Advisors, and Mr. David Golub, our chief executive officer, is a manager of GC Advisors, and each of Messrs. Lawrence Golub and David Golub owns an indirect pecuniary interest in GC Advisors.

•Golub Capital LLC provides, and other affiliates of Golub Capital have historically provided, us with the office facilities and administrative services necessary to conduct day-to-day operations pursuant to our Administration Agreement.

•We have entered into a license agreement with Golub Capital LLC, pursuant to which Golub Capital LLC has granted us a non-exclusive, royalty-free license to use the name “Golub Capital.”

•Under a staffing agreement, or the Staffing Agreement, Golub Capital LLC has agreed to provide GC Advisors with the resources necessary to fulfill its obligations under the Investment Advisory Agreement. The Staffing Agreement provides that Golub Capital LLC will make available to GC Advisors experienced investment professionals and provide access to the senior investment personnel of Golub Capital LLC for purposes of evaluating, negotiating, structuring, closing and monitoring our investments. The Staffing Agreement also includes a commitment that the members of GC Advisors’ investment committee will serve in such capacity. Services under the Staffing Agreement are provided on a direct cost reimbursement basis. We are not a party to the Staffing Agreement.

•GC Advisors serves as collateral manager to the 2014 Issuer, the 2018 Issuer, and the GCIC 2018 Issuer under the 2014 Collateral Management Agreement, the 2018 Collateral Management Agreement, and the GCIC 2018 Collateral Management Agreement, respectively. Fees payable to GC Advisors for providing these services offset against the base management fee payable by us under the Investment Advisory Agreement.

•We have entered into the Adviser Revolver with GC Advisors in order to have the ability to borrow funds on a short-term basis.

•During the first calendar quarter of 2020, the Golub Capital Employee Grant Program Rabbi Trust, or the Trust, purchased approximately $0.9 million, or 72,526 shares, of our common stock for the purpose of awarding incentive compensation to employees of Golub Capital. During calendar year 2019, the Trust, purchased approximately $47.4 million, or 2,609,558 shares, of our common stock, for the purpose of awarding incentive compensation to employees of Golub Capital.

•On September 16, 2019, we completed our acquisition of GCIC pursuant to the Merger Agreement.

•On January 1, 2020, we purchased the equity interests held by RGA and Aurora in the Senior Loans Funds pursuant to the Purchase Agreement.

GC Advisors also sponsors or manages, and expects in the future to sponsor or manage, other investment funds, accounts or investment vehicles (together referred to as “accounts”) that have investment mandates that are similar, in whole and in part, with ours. For example, GC Advisors presently serves as the investment adviser to Golub Capital BDC 3, Inc., an unlisted business development company that primarily focuses on investing in one stop and other senior secured loans. In addition, our officers and directors serve in similar capacity for Golub Capital BDC 3, Inc. If GC Advisors and its affiliates determine that an investment is appropriate for us and for Golub Capital BDC 3, Inc., and other accounts, depending on the availability of such investment and other appropriate factors, and pursuant to GC Advisors’ allocation policy, GC Advisors or its affiliates could determine that we should invest side-by-side with one or more other accounts. We do not intend to make any investments if they are not permitted by applicable law and interpretive positions of the SEC and its staff, or if they are inconsistent with GC Advisors’ allocation procedures.

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In addition, we have adopted a formal code of ethics that governs the conduct of our and GC Advisors’ officers, directors and employees. Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the General Corporation Law of the State of Delaware.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies.

Fair Value Measurements

We value investments for which market quotations are readily available at their market quotations. However, a readily available market value is not expected to exist for many of the investments in our portfolio, and we value these portfolio investments at fair value as determined in good faith by our board of directors under our valuation policy and process.

Valuation methods include comparisons of the portfolio companies to peer companies that are public, determination of the enterprise value of a portfolio company, discounted cash flow analysis and a market interest rate approach. The factors that are taken into account in fair value pricing investments include: available current market data, including relevant and applicable market trading and transaction comparables; applicable market yields and multiples; security covenants; call protection provisions; information rights; the nature and realizable value of any collateral; the portfolio company’s ability to make payments, its earnings and discounted cash flows and the markets in which it does business; comparisons of financial ratios of peer companies that are public; comparable merger and acquisition transactions; and the principal market and enterprise values. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we will consider the pricing indicated by the external event to corroborate the private equity valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments can differ significantly from the values that would have been used had a readily available market value existed for such investments and differ materially from values that are ultimately received or settled.

Our board of directors is ultimately and solely responsible for determining, in good faith, the fair value of investments that are not publicly traded, whose market prices are not readily available on a quarterly basis or any other situation where portfolio investments require a fair value determination.

With respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:

Our quarterly valuation process begins with each portfolio company investment being initially valued by the investment professionals of GC Advisors responsible for credit monitoring. Preliminary valuation conclusions are then documented and discussed with our senior management and GC Advisors. The audit committee of our board of directors reviews these preliminary valuations. At least once annually the valuation for each portfolio investment, subject to a de minimis threshold, is reviewed by an independent valuation firm. The board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith.

Determination of fair values involves subjective judgments and estimates. Under current accounting standards, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.

We follow ASC Topic 820 for measuring fair value. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the assets or liabilities or market and the assets’ or liabilities’ complexity. Our fair value analysis includes an analysis of the value of any unfunded loan commitments. Assets and liabilities are categorized for

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disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the asset or liability as of the measurement date. The three levels are defined as follows:

Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities.

Level 3: Inputs include significant unobservable inputs for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and may require significant management judgment or estimation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or a liability’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and we consider factors specific to the asset or liability. We assess the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfers. There were no transfers among Level 1, 2 and 3 of the fair value hierarchy for assets and liabilities during the three and six months ended March 31, 2020 and 2019. The following section describes the valuation techniques used by us to measure different assets and liabilities at fair value and includes the level within the fair value hierarchy in which the assets and liabilities are categorized.

Valuation of Investments

Level 1 investments are valued using quoted market prices. Level 2 investments are valued using market consensus prices that are corroborated by observable market data and quoted market prices for similar assets and liabilities. Level 3 investments are valued at fair value as determined in good faith by our board of directors, based on input of management, the audit committee and independent valuation firms that have been engaged at the direction of our board of directors to assist in the valuation of each portfolio investment without a readily available market quotation at least once during a trailing twelve-month period under a valuation policy and a consistently applied valuation process. This valuation process is conducted at the end of each fiscal quarter, with approximately 25% (based on the number of portfolio companies) of our valuations of debt and equity investments without readily available market quotations subject to review by an independent valuation firm. As of March 31, 2020 and September 30, 2019, with the exception of money market funds included in cash and cash equivalents and restricted cash and cash equivalents (Level 1 investments), forward currency contracts (Level 2 investments) and investments measured at fair value using the NAV, all investments were valued using Level 3 inputs of the fair value hierarchy.

When determining fair value of Level 3 debt and equity investments, we may take into account the following factors, where relevant: the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA. A portfolio company’s EBITDA may include pro-forma adjustments for items such as acquisitions, divestitures, or expense reductions. The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. If debt investments are credit impaired, we will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, we use a market interest rate yield analysis to determine fair value.

In addition, for certain debt investments, we may base our valuation on indicative bid and ask prices provided by an independent third party pricing service. Bid prices reflect the highest price that we and others may be willing to pay. Ask prices represent the lowest price that we and others may be willing to accept. We generally use the midpoint of the bid/ask range as our best estimate of fair value of such investment.

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Due to the inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a market existed for such investments and may differ materially from the values that may ultimately be received or settled. Further, such investments are generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize significantly less than the value at which such investment had previously been recorded.

Our investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.

Valuation of Other Financial Assets and Liabilities

Fair value of our debt is estimated using Level 3 inputs by discounting remaining payments using comparable market rates or market quotes for similar instruments at the measurement date, if available.

Revenue Recognition:

Our revenue recognition policies are as follows:

Investments and Related Investment Income: Interest income is accrued based upon the outstanding principal amount and contractual interest terms of debt investments. Premiums, discounts, and origination fees are amortized or accreted into interest income over the life of the respective debt investment. For investments with contractual PIK interest, which represents contractual interest accrued and added to the principal balance that generally becomes due at maturity, we do not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not likely to be collectible. In addition, we may generate revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, consulting fees and prepayment premiums on loans and record these fees as fee income when received. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans as fee income. Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Distributions received from LLC and limited partnership, or LP, investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, we will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

We account for investment transactions on a trade-date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the cost basis of investment, without regard to unrealized gains or losses previously recognized. We report changes in fair value of investments from the prior period that is measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investments in our Consolidated Statements of Operations.

Non-accrual: Loans may be left on accrual status during the period we are pursuing repayment of the loan. Management reviews all loans that become past due 90 days or more on principal and interest or when there is reasonable doubt that principal or interest will be collected for possible placement on non-accrual status. We generally reverse accrued interest when a loan is placed on non-accrual. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. We restore non-accrual loans to accrual status when past due principal and interest is paid and, in our management’s judgment, are likely to remain current. The total fair value of our non-accrual loans was $66.2 million and $13.7 million as of March 31, 2020 and September 30, 2019, respectively.

Income taxes: Wehave elected to be treated as a RIC under Subchapter M of the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. In order to be subject to tax as a RIC, we are required to meet certain source of income and asset diversification requirements, as well as timely distribute to our stockholders

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dividends for U.S. federal income tax purposes of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each tax year. We have made and intend to continue to make the requisite distributions to our stockholders, which will generally relieve us from U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may choose to retain taxable income in excess of current year dividend distributions and would distribute such taxable income in the next tax year. We may then be required to incur a 4% excise tax on such income. To the extent that we determine that our estimated current year annual taxable income, determined on a calendar year basis, could exceed estimated current calendar year dividend distributions, we accrue excise tax, if any, on estimated excess taxable income as taxable income is earned. For each of the three and six months ended March 31, 2020 and 2019, we did not incur any U.S federal excise tax.

Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified within capital accounts in the financial statements to reflect their tax character. For example, permanent differences in classification may result from the treatment of distributions paid from short-term gains as ordinary income dividends for tax purposes. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates. Many of the loans in our portfolio have floating interest rates, and we expect that our loans in the future may also have floating interest rates. These loans are usually based on a floating LIBOR and typically have interest rate reset provisions that adjust applicable interest rates under such loans to current market rates on a quarterly basis. The loans that are subject to the floating LIBOR are also subject to a minimum base rate, or floor, that we charge on our loans if the current market rates are below the respective floors. As of each of March 31, 2020 and September 30, 2019, the weighted average LIBOR floor on the loans subject to floating interest rates was 1.01%. The Class A-1-R, A-2-R and B-R 2014 Notes issued in connection with the refinancing of the 2014 Debt Securitization have floating rate interest provisions based on the three-month LIBOR that reset quarterly, as do the Class A, B and C-1 2018 Notes issued as part of the 2018 Debt Securitization and Class A-1 and B-1 GCIC 2018 Notes as issued as part of the GCIC 2018 Debt Securitization. The DB Credit Facility has an interest rate equal to three-month LIBOR. Finally, the MS Credit Facility II, the WF Credit Facility, the SLF Credit Facility, and the GCIC SLF Credit Facility each have a floating interest rate provision primarily based on one-month LIBOR. We expect that other credit facilities into which we enter in the future may have floating interest rate provisions.

In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR.

Assuming that the interim and unaudited Consolidated Statement of Financial Condition as of March 31, 2020 were to remain constant and that we took no actions to alter interest rate sensitivity as of such date, the following table shows the annualized impact of hypothetical base rate changes in interest rates.

Change in interest rates	Increase (decrease) in interest income		Increase (decrease) in interest expense		Net increase (decrease) in investment income
	(In thousands)
Down 25 basis points	$	(10,833)	$	(5,092)	$	(5,741)
Up 50 basis points	21,728		10,184		11,544
Up 100 basis points	43,457		20,367		23,090
Up 150 basis points	65,185		30,551		34,634
Up 200 basis points	86,914		40,735		46,179

Although we believe that this analysis is indicative of our sensitivity to interest rate changes as of March 31, 2020, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments, including borrowings under the Debt Securitizations, the MS Credit Facility II, the DB Credit Facility, the WF Credit Facility, Adviser Revolver, the SLF Credit Facility, the GCIC SLF Credit Facility, or other borrowings, that could affect net increase in net assets resulting from operations, or net income. Accordingly, we can offer no assurances that actual results would not differ materially from the analysis above.

We may in the future hedge against interest rate fluctuations by using standard hedging instruments such as interest rate swaps, futures, options and forward contracts to the limited extent permitted under the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the investments in our portfolio with fixed interest rates.

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Item 4. Controls and Procedures.

As of March 31, 2020 (the end of the period covered by this report), management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on that evaluation, our management, including the chief executive officer and chief financial officer, concluded that, at the end of such period, our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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Part II - Other Information

Item 1: Legal Proceedings.

We, GC Advisors and Golub Capital LLC may, from time to time, be involved in legal and regulatory proceedings arising out of our respective operations in the normal course of business or otherwise. While there can be no assurance of the ultimate disposition of any such proceedings, each of us, GC Advisors and Golub Capital LLC do not believe it is currently subject to any material legal proceedings.

Item 1A: Risk Factors.

Except as set forth below, there have been no material changes during the six months ended March 31, 2020 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended September 30, 2019.

You should carefully consider these risk factors, together with all of the other information included in this Quarterly Report on Form 10-Q and the other reports and documents filed by us with the SEC. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our net asset value (“NAV”) and the trading price of our common stock could decline, and you may lose all or part of your investment. The risk factors described below and in our Annual Report on Form 10-K for the year ended September 30, 2019 are the principal risk factors associated with an investment in us as well as those factors generally associated with an investment company with investment objectives, investment policies, capital structure or trading markets similar to ours.

We are currently operating in a period of capital markets disruption and economic uncertainty.

The U.S. capital markets have experienced extreme volatility and disruption following the global outbreak of COVID-19 (also known as the “coronavirus”) that began in December 2019. Some economists and major investment banks have expressed concern that the continued spread of the virus globally could lead to a world-wide economic downturn. Disruption in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. A prolonged period of market disruption and/or illiquidity may have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could limit our investment originations, limit our ability to grow and negatively impact our operating results.

Events outside of our control, including public health crises, may negatively affect our portfolio companies, our investment adviser and the results of our operations.

Periods of market volatility may continue to occur in response to pandemics or other events outside of our control. These types of events could adversely affect operating results for us and for our portfolio companies. For example, in December 2019, a novel strain of coronavirus surfaced in China and has since spread to other countries, including the United States, which has resulted in restrictions on travel and the temporary closure of many corporate offices, retail stores, and manufacturing facilities and factories in the affected jurisdictions. In addition to these developments having adverse consequences for us and our portfolio companies an, the operations of our investment adviser (including those relating to the Company) have been, and could continue to be, adversely impacted, including through quarantine measures and travel restrictions imposed on its personnel or service providers based or temporarily located in affected countries, or any related health issues of such personnel or service providers. As the potential impact of the coronavirus is difficult to predict, the extent to which the coronavirus and/or other health pandemics may negatively affect our and our portfolio companies’ operating results or the duration of any potential business or supply-chain disruption, is uncertain. Any potential impact to our results will depend to a large extent on future developments and new information that may emerge regarding the duration and severity of the coronavirus and the actions taken by authorities and other entities to contain the coronavirus or treat its impact, all of which are beyond our control. These potential impacts, while uncertain, could adversely affect our and our portfolio companies' operating results.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3: Defaults Upon Senior Securities.

None.

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Item 4: Mine Safety Disclosures

None.

Item 5: Other Information.

None.

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Item 6: Exhibits.

EXHIBIT INDEX

Number	Description
10.1	Fourth Amendment to Loan and Servicing Agreement, dated as of March 20, 2020, by and among Golub Capital BDC Funding II LLC, as the borrower; Golub Capital BDC, Inc., as the originator and as the servicer; Morgan Stanley Senior Funding, Inc., as the administrative agent; and Morgan Stanley Bank, N.A., as the lender (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 814-00794), filed March 26, 2020).
10.2	Fifteenth Amendment to Loan and Servicing Agreement, dated as of January 1, 2020, by and among Senior Loan Fund II as the Borrower and the Transferor, GC Advisors LLC as the Servicer, Wells Fargo Bank N.A. as the Institutional Lender, the Collateral Agent, the Account Bank, the Collateral Custodian, and the Administrative Agent.*
10.3	Seventh Amendment to Loan and Servicing Agreement, dated as of January 1, 2020, by and among GCIC Senior Loan Fund II as the Borrower and the GCIC Senior Loan Fund LLC as the Transferor and Servicer, GC Advisors LLC as the Servicer, Wells Fargo Bank N.A. as the Institutional Lender, the Collateral Agent, the Account Bank, the Collateral Custodian, and the Administrative Agent*
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

_________________

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Golub Capital BDC, Inc.
Dated: May 11, 2020	By	/s/ David B. Golub
		David B. Golub
		Chief Executive Officer
		(Principal Executive Officer)
Dated: May 11, 2020	By	/s/ Ross A. Teune
		Ross A. Teune
		Chief Financial Officer
		(Principal Accounting and Financial Officer)

148

EX-10.2

EXECUTION VERSION

FIFTEENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT
(Senior Loan Fund II LLC)

THIS FIFTEENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of January 1, 2020 (this “Amendment”), is entered into by and among SENIOR LOAN FUND II LLC, as the Borrower (the “Borrower”), SENIOR LOAN FUND LLC, as the Transferor, SENIOR LOAN FUND LLC, as the Servicer in effect prior to the date hereof, GC ADVISORS LLC, as the Servicer in effect on and after the date hereof (individually or collectively, as the context requires, the “Servicer”), the Institutional Lender identified on the signature pages hereto, WELLS FARGO BANK, N.A., as the Collateral Agent, the Account Bank and the Collateral Custodian, and WELLS FARGO BANK, N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”).

R E C I T A L S

WHEREAS, the above-named parties (together with certain other parties) have entered into that certain Loan and Servicing Agreement, dated as of January 17, 2014 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among the Borrower, the Transferor, the Servicer, 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, the Collateral Agent, the Account Bank, the Administrative Agent and the Collateral Custodian; and

WHEREAS, pursuant to and in accordance with Section 11.01 of the Agreement, the parties hereto desire to amend the Agreement in certain respects as provided herein.

NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

SECTION 1.    Definitions.

Each capitalized term used but not defined herein has the meaning ascribed thereto in the Agreement.

SECTION 2.    Amendments.

As of the date hereof, the Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages attached as Appendix A hereto.

SECTION 3.    Agreement in Full Force and Effect as Amended.

Except as specifically amended hereby, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth herein and shall not constitute a novation of the Agreement.

SECTION 4.    Representations and Warranties.

The Borrower hereby represents and warrants as of the date of this Amendment as follows:

(a)            this Amendment has been duly executed and delivered by it;

(b)            this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; and

(c)            there is no Event of Default, Unmatured Event of Default (to the knowledge of the Borrower), or Servicer Termination Event that is continuing or would result from entering into this Amendment.

SECTION 5.    Conditions to Effectiveness.

The effectiveness of this Amendment is subject to receipt by the Administrative Agent of (1) executed counterparts (or other evidence of execution, including facsimile or other electronic signatures, satisfactory to the Administrative Agent) of this Amendment and (2) the executed purchase agreement dated January 1, 2020 relating to the acquisition by GCBDC of the membership interests of Senior Loan Fund LLC.

SECTION 6.    Miscellaneous.

(a)            This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Delivery by facsimile or electronic mail of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof.

(b)            The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

(c)            This Amendment may not be amended or otherwise modified except as provided in the Agreement.

(d)            The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.

(e)            Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.

(f)            This Amendment represents the final agreement between the parties only with respect to the subject matter expressly covered hereby and may not be contradicted by evidence of

2

prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties.

(g)            THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

3

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

BORROWER:	SENIOR LOAN FUND II LLC
	By: Senior Loan Fund LLC, its designated manager
	By:	/s/ David B. Golub
		Name:	David B. Golub
		Title:	GCBDC Representative
	By:	/s/ Brian Butchko
		Name:	Brian Butchko
		Title:	RGA Reinsurance Company Representative

SERVICER IN EFFECT PRIOR TO FIFTEENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT AND TRANSFEROR:	SENIOR LOAN FUND LLC
	By:	/s/ David B. Golub
		Name:	David B. Golub
		Title:	GCBDC Representative
	By:	/s/ Brian Butchko
		Name:	Brian Butchko
		Title:	RGA Reinsurance Company Representative

SERVICER IN EFFECT ON AND AFTER FIFTEENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT:	GC ADVISORS LLC
	By:	/s/ Joshua M. Levinson
		Name:	Joshua M. Levinson
		Title:	Co-General Counsel & Chief Compliance Officer

[Signatures Continue on the Following Page]

[Signature Page to Fifteenth Amendment – SLF II]

ADMINISTRATIVE AGENT:	WELLS FARGO BANK, N.A.
	By:	/s/ Beale Pope
		Name:	Beale Pope
		Title:	Director
INSTITUTIONAL LENDER:	WELLS FARGO BANK, N.A.
	By:	/s/ Beale Pope
		Name:	Beale Pope
		Title:	Director
COLLATERAL AGENT, ACCOUNT BANK AND COLLATERAL CUSTODIAN:	WELLS FARGO BANK, N.A.
	By:	/s/ Rupinder Suri
		Name:	Rupinder Suri
		Title:	Vice President

[Signature Page to Fifteenth Amendment – SLF II] 

Appendix A

Conformed Loan and Servicing Agreement

[attached]

EXECUTION VERSION

Conformed through FourteenthFifteenth Amendment dated 4/23/19January 1, 2020

Up to $104,700,000

LOAN AND SERVICING AGREEMENT

Dated as of January 17, 2014

Among

SENIOR LOAN FUND II LLC,
as the Borrower

SENIOR LOAN FUND LLC,
as the Transferor,

SENIOR LOAN FUNDGC ADVISORS LLC,
as the Servicer,

WELLS FARGO BANK, N.A.,
as the Administrative Agent

EACH OF THE CONDUIT LENDERS AND INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO,
as the Lenders

EACH OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO,
as the Lender Agents

and

WELLS FARGO BANK, N. A.,
as the Collateral Agent, Account Bank and Collateral Custodian

TABLE OF CONTENTS   

			Page
ARTICLE I.	DEFINITIONS		1
Section 1.01		Certain Defined Terms	1
Section 1.02		Other Terms	41
Section 1.03		Computation of Time Periods	41
Section 1.04		Interpretation	41
Section 1.05		Nature of Obligations	4342
ARTICLE II.	THE FACILITY		42
Section 2.01		Variable Funding Note and Advances	42
Section 2.02		Procedure for Advances	43
Section 2.03		Determination of Yield	44
Section 2.04		Remittance Procedures	45
Section 2.05		Instructions to the Collateral Agent and the Account Bank	49
Section 2.06		Borrowing Base Deficiency Payments	5049
Section 2.07		Substitution and Sale of Loan Assets; Affiliate Transactions	5150
Section 2.08		Payments and Computations, Etc	54
Section 2.09		Non-Usage Fee	55
Section 2.10		Increased Costs; Capital Adequacy	55
Section 2.11		Taxes	57
Section 2.12		Collateral Assignment of Agreements	58
Section 2.13		Grant of a Security Interest	59
Section 2.14		Evidence of Debt	6159
Section 2.15		Survival of Representations and Warranties	62
Section 2.16		Release of Loan Assets	62
Section 2.17		Treatment of Amounts Received by the Borrower	62
Section 2.18		Prepayment; Termination	6260
Section 2.19		Extension of Stated Maturity Date and Reinvestment Period	61
Section 2.20		Collections and Allocations	6361
Section 2.21		Reinvestment of Principal Collections	62
ARTICLE III.	CONDITIONS PRECEDENT		63
Section 3.01		Conditions Precedent to Effectiveness	63

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(continued)

			Page
Section 3.02		Conditions Precedent to All Advances	64
Section 3.03		Advances Do Not Constitute a Waive	66
Section 3.04		Conditions to Pledges of Loan Asset	66
ARTICLE IV.	REPRESENTATIONS AND WARRANTIES		67
Section 4.01		Representations and Warranties of the Borrower	67
Section 4.02		Representations and Warranties of the Borrower Relating to the Agreement and the Collateral Portfolio	74
Section 4.03		Representations and Warranties of the Servicer	75
Section 4.04		Representations and Warranties of the Collateral Agent	78
Section 4.05		Representations and Warranties of each Lender	79
Section 4.06		Representations and Warranties of the Collateral Custodian	79
ARTICLE V.	GENERAL COVENANTS		80
Section 5.01		Affirmative Covenants of the Borrower	80
Section 5.02		Negative Covenants of the Borrower	86
Section 5.03		Affirmative Covenants of the Servicer	88
Section 5.04		Negative Covenants of the Servicer	92
Section 5.05		Affirmative Covenants of the Collateral Agent	94
Section 5.06		Negative Covenants of the Collateral Agent	94
Section 5.07		Affirmative Covenants of the Collateral Custodian	94
Section 5.08		Negative Covenants of the Collateral Custodian	94
Section 5.09		Covenants of the Borrower Relating to Hedging of Loan Assets	102
ARTICLE VI.	ADMINISTRATION AND SERVICING OF CONTRACTS		10295
Section 6.01		Appointment and Designation of the Servicer	10295
Section 6.02		Duties of the Servicer	97
Section 6.03		Authorization of the Servicer	10699
Section 6.04		Collection of Payments; Accounts	100
Section 6.05		Realization Upon Loan Assets	101
Section 6.06		Servicer Compensation	101
Section 6.07		Payment of Certain Expenses by Servicer	101

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TABLE OF CONTENTS

(continued)

			Page
Section 6.08		Reports to the Administrative Agent; Account Statements; Servicer Information	102
Section 6.09		Annual Statement as to Compliance	103
Section 6.10		Annual Independent Public Accountant’s Servicing Reports	103
Section 6.11		The Servicer Not to Resign	104
ARTICLE VII.	EVENTS OF DEFAULT		104
Section 7.01		Events of Default	104
Section 7.02		Additional Remedies of the Administrative Agent	108
ARTICLE VIII.		INDEMNIFICATION	109
Section 8.01		Indemnities by the Borrower	109
Section 8.02		Indemnities by Servicer	121112
Section 8.03		Legal Proceedings	114
Section 8.04		After-Tax Basis	114
ARTICLE IX.	THE ADMINISTRATIVE AGENT AND LENDER AGENTS		115
Section 9.01		The Administrative Agent	115
Section 9.02		The Lender Agents	127118
ARTICLE X.	COLLATERAL AGENT		129120
Section 10.01		Designation of Collateral Agent	129120
Section 10.02		Duties of Collateral Agent	120
Section 10.03		Merger or Consolidation	123
Section 10.04		Collateral Agent Compensation	123
Section 10.05		Collateral Agent Removal	123
Section 10.06		Limitation on Liability	133123
Section 10.07		Collateral Agent Resignation	125
ARTICLE XI.	MISCELLANEOUS		135125
Section 11.01		Amendments and Waivers	135125
Section 11.02		Notices, Etc	125
Section 11.03		No Waiver; Remedies	128
Section 11.04		Binding Effect; Assignability; Multiple Lenders	128
Section 11.05		Term of This Agreement	129

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TABLE OF CONTENTS

(continued)

			Page
Section 11.06		GOVERNING LAW; JURY WAIVER	129
Section 11.07		Costs, Expenses and Taxes	29
Section 11.08		No Proceedings	140130
Section 11.09		Recourse Against Certain Parties	130
Section 11.10		Execution in Counterparts; Severability; Integration	131
Section 11.11		Consent to Jurisdiction; Service of Process	132
Section 11.12		Characterization of Conveyances Pursuant to the Purchase and Sale Agreement	132
Section 11.13		Confidentiality	133
Section 11.14		Non-Confidentiality of Tax Treatment	135
Section 11.15		Waiver of Set Off	135
Section 11.16		Headings and Exhibits	135
Section 11.17		Ratable Payments	135
Section 11.18		Failure of Borrower or Servicer to Perform Certain Obligations	146135
Section 11.19		Power of Attorney	136
Section 11.20		Delivery of Termination Statements, Releases, etc	136
Section 11.21		Customer Identification Notice	136
ARTICLE XII.	COLLATERAL CUSTODIAN		136
Section 12.01		Designation of Collateral Custodian	136
Section 12.02		Duties of Collateral Custodian	136
Section 12.03		Merger or Consolidation	150139
Section 12.04		Collateral Custodian Compensation	139
Section 12.05		Collateral Custodian Removal	139
Section 12.06		Limitation on Liability	140
Section 12.07		Collateral Custodian Resignation	141
Section 12.08		Release of Documents	141
Section 12.09		Return of Required Loan Documents	142
Section 12.10		Access to Certain Documentation and Information Regarding the Collateral Portfolio; Audits of Servicer	142
Section 12.11		Bailment	142

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(continued)

Page

-v-

LIST OF SCHEDULES AND EXHIBITS

SCHEDULES
SCHEDULE I	Conditions Precedent Documents
SCHEDULE II	Approved Replacement Servicer[Reserved]
SCHEDULE III	Eligibility Criteria
SCHEDULE IV	Agreed-Upon Procedures For Independent Public Accountants
SCHEDULE V	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 Notice and Request for Consent
EXHIBIT I -	Form of Certificate of Closing Attorneys
EXHIBIT J -	Form of Servicing Report
EXHIBIT K -	Form of Servicer’s Certificate (Servicing Report)
EXHIBIT L -	Form of Release of Required Loan Documents
EXHIBIT M -	Form of Transferee Letter
EXHIBIT N -	Form of Power of Attorney for Servicer
EXHIBIT O -	Form of Power of Attorney for Borrower
EXHIBIT P -	Form of Loan Asset Checklist
ANNEXES
ANNEX A	Commitments

-vi-

This LOAN AND SERVICING AGREEMENT is made as of January 17, 2014, among:

(1)            SENIOR LOAN FUND II LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Borrower”);

(2)            SENIOR LOAN FUND LLC, a Delaware limited liability company, as the Transferor (as defined herein);

(3)            SENIOR LOAN FUNDGC ADVISORS LLC, a Delaware limited liability company, 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, N.A., as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”); and

(8)            WELLS FARGO BANK, N.A., 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 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) from time to time in an aggregate principal amount not to exceed the Maximum Facility Amount. The proceeds of the Advances will be used to finance the Borrower’s origination of Eligible Loan Assets or purchase, on a “true sale” basis, of Eligible Loan Assets from (i) the Transferor pursuant to the Purchase and Sale Agreement between the Borrower and the Transferor or (ii) other third parties, in each case, with the prior written approval of the Administrative Agent. 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 1940.

“Account Bank” means Wells Fargo, in its capacity as the “Account Bank” pursuant to each of the Collection Account Agreement and the Unfunded Exposure Account Agreement.

“Action” has the meaning assigned to that term in Section 8.03.

“Additional Amount” has the meaning assigned to that term in Section 2.11(a).

“Adjusted Borrowing Value” means, for any Eligible Loan Asset, for any date of determination, an amount equal to the lowest of: (i) the Outstanding Balance of such Eligible Loan Asset at such time, (ii) the Purchase Price of such Eligible Loan Asset multiplied by the Outstanding Balance of such Eligible Loan Asset at such time and (iii) the Assigned Value of such Eligible Loan Asset at such time multiplied by the Outstanding Balance of such Eligible Loan Asset at such time; provided that the parties hereby agree that the Adjusted Borrowing Value of any Loan Asset that is no longer an Eligible Loan Asset shall be zero. Amounts in excess of the following shall not be included in the Adjusted Borrowing Value of the applicable Eligible Loan Assets described below: (a) with respect to any three (3) Obligors (including any Affiliate thereof), if each loan of such Obligor is not a Broadly Syndicated Loan, $18,000,000 for each such three (3) Obligors and (b) $12,000,000 in all other instances; provided that, at any time, the Servicer shall have the option of selecting which Obligors will have the benefit of clause (a).

“Administrative and Loan Services Agreement” means that certain Administrative and Loan Services Agreement, dated as of May 30, 2013, between Senior Loan Fund LLC and Golub Capital LLC, as amended, modified, waived, supplemented, restated or replaced from time to time.

“Administrative Agent” means Wells Fargo Bank, N.A., in its capacity as administrative agent for the Lender Agents, together with its successors and assigns, including any successor appointed pursuant to Article IX.

“Advance” means each loan advanced by the Lenders to the Borrower on an Advance Date pursuant to Article II.

“Advance Date” means the date on which an Advance is made.

“Advances Outstanding” means, at any time, the sum of the principal amounts of Advances loaned to the Borrower for the initial and any subsequent borrowings pursuant to Sections 2.01 and 2.02 as of such time, reduced by the aggregate Available Collections received and distributed as repayment of principal amounts of Advances outstanding pursuant to Section 2.04 at or prior to such time and any other amounts received by the Lenders to repay the principal amounts of Advances outstanding pursuant to Section 2.18 or otherwise at or prior to such time; provided that the principal amounts of Advances Outstanding shall not be reduced by any Available Collections or other amounts if at any time such Available Collections or other amounts are rescinded or must be returned for any reason.

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“Advisers Act” means the U.S. Investment Advisers Act of 1940.

“Affected Party” has the meaning assigned to that term in Section 2.10.

“Affiliate” when used with respect to a Person, means any other Person controlling, controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to vote 20% or more of the voting securities of such Person or to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing; provided that for purposes of the definition of “Adjusted Borrowing Value” and for determining whether any Loan Asset is an Eligible Loan Asset or for purposes of Section 5.01(b)(xix), the term Affiliate shall not include any Affiliate relationship which may exist solely as a result of direct or indirect ownership of, or control by, a common Financial Sponsor.

“Agented Loan ” means any Loan Asset originated as a part of a syndicated loan transaction that has been closed (without regard to any contemporaneous or subsequent syndication of such Loan Asset) prior to such Loan Asset becoming part of the Collateral Portfolio.

“Aggregate Unfunded Exposure Amount” means, as of any date of determination, the sum of the Unfunded Exposure Amounts of all Delayed Draw Loan Assets and Revolving Loan Assets included in the Collateral Portfolio on such date.

“Agreement” means this Loan and Servicing Agreement, as the same may be amended, restated, supplemented and/or otherwise modified from time to time hereafter.

“Alternative Rate” means, on any date, a fluctuating per annum interest rate for any applicable currency, including any applicable spread adjustments thereto, (a) identified by the Administrative Agent and that the Administrative Agent reasonably believes is consistent with the alternative interest rate being applied by Wells Fargo to other similar lending facilities, (b) consented to by the Servicer in its reasonable discretion and (c) the Administrative Agent shall not have received, within five (5) Business Days of the date of such applicable alternative rate is provided to the Lenders, written notice from all of the Lenders (excluding for purposes of this definition only, the Administrative Agent in its capacity as Lender) stating that each such Lender objects to such alternative interest rate; provided that the Alternative Rate shall equal the Base Rate until the Alternative Rate has been implemented as set forth in this definition, and the Alternative Rate, if less than zero, shall be deemed to be zero. The Administrative Agent agrees to use reasonable efforts to propose an Alternative Rate to the Servicer as soon as reasonably practical after the occurrence of a Eurodollar Disruption Event.

“Alternative Rate Condition” means a condition that is satisfied when the Administrative Agent certifies to the Borrower and the Servicer that, to its knowledge, LIBOR has ceased to exist or is no longer being reported.

“Anti-Corruption Laws” means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which the Borrower, the Servicer, the Transferor or any of their respective Subsidiaries is located or doing business.

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“Anti-Money Laundering Laws” means applicable laws or regulations in any jurisdiction in which the Borrower, the Servicer, the Transferor or any of their respective Subsidiaries are located or doing business that relates to money laundering or terrorism financing, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.

“Applicable Law” means, for any Person, all existing and future laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations by any Governmental Authority applicable to such Person (including, without limitation, predatory lending laws, usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z”, the Servicemembers Civil Relief Act of 2003 and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and all other consumer credit laws and equal credit opportunity and disclosure laws) and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

“Applicable Percentage” means with respect to Middle Market Loans and Broadly Syndicated Loans, 70%.

“Applicable Spread” means (a) prior to (and excluding) the Thirteenth Amendment Date, a percentage determined in accordance with the following formula (and solely with respect to such calculation, for the Remittance Period in effect on the Thirteenth Amendment Date, the last day of such Remittance Period shall be deemed to be the Thirteenth Amendment Date):

	Applicable Spread = (PFRMML x PercentageMML) + (PFRBSL x PercentageBSL)
Where:
	PFRMML	=	2.15%
	PFRBSL	=	1.75%
	PercentageMML	=	Average ABMML / Average ABAgg
	Average ABMML	=	(Beginning ABMML+ Ending ABMML)/2
	Beginning ABMML	=	aggregate Adjusted Borrowing Value related to Middle Market Loans on the first day of the related Remittance Period
	Ending ABMML	=	aggregate Adjusted Borrowing Value related to Middle Market Loans on the last day of the related Remittance Period
	PercentageBSL	=	Average ABBSL / Average ABAgg
	Average ABBSL	=	(Beginning ABBSL+ Ending ABBSL)/2
	Beginning ABBSL	=	aggregate Adjusted Borrowing Value related to Broadly

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		Syndicated Loans on the first day of the related Remittance Period
Ending ABBSL	=	aggregate Adjusted Borrowing Value related to Broadly Syndicated Loans on the last day of the related Remittance Period
Average ABAgg	=	(Beginning ABAgg + Ending ABAgg)/2
Beginning ABAgg	=	aggregate Adjusted Borrowing Value on the first day of the related Remittance Period
Ending ABAgg	=	aggregate Adjusted Borrowing Value on the last day of the related Remittance Period

and (b) on and after the Thirteenth Amendment Date, 2.05% per annum; provided that, at any time after the occurrence of an Event of Default, the Applicable Spread shall be increased by 2.00% per annum. For the avoidance of doubt, any references to Adjusted Borrowing Value above shall exclude any portion included in the Excess Concentration Amount.

“Approval Notice” means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A, evidencing the approval by the Administrative Agent, in its sole and absolute discretion, of the acquisition or origination, as applicable, of such Eligible Loan Asset by the Borrower.

“Approved Replacement Servicer” means any of the entities set forth on Schedule II. Broker-Dealer” means (a) any of Antares Capital, Bank of America, N.A., The Bank of Montreal, BMO Capital Markets Corp., Barclays Bank plc, BNP Paribas, Citibank, N.A., Citizens Bank, Credit Suisse, Deutsche Bank AG, Fifth Third Bank, Goldman Sachs & Co., JPMorgan Chase Bank, N.A., Jefferies Finance LLC, KeyBank Capital Markets, Macquarie Group Limited, Morgan Stanley & Co., Nomura Securities Co., Ltd., Royal Bank of Canada, RBC Capital Markets LLC, Scotia Bank, SG Americas Securities LLC, Sun Trust Bank, SunTrust Robinson Humphrey, TD Bank, UBS Securities or Wells Fargo, (b) any other financial institution approved by the Administrative Agent in its sole discretion and (c) any banking or securities Affiliate of any Person specified in clause (a) or (b).

“Approved Valuation Firm” means (a) any of Duff & Phelps Corp., FTI Consulting, Inc., Houlihan Lokey Howard & Zukin, Lincoln International LLC, Valuation Research Corp. and Murray, Devine & Company and (b) any other nationally recognized accounting firm or valuation firm approved by the Administrative Agent in its sole discretion.

“Assigned Documents” has the meaning assigned to that term in Section 2.12.

“Assigned Value” means, with respect to each Eligible Loan Asset, as of any date of determination and expressed as a percentage of the Outstanding Balance of such Eligible Loan Asset, the value assigned by the Administrative Agent in its sole discretion as of the Closing Date or the applicable Cut-Off Date (in the case of a Loan Asset added to the Collateral Portfolio after the Closing Date), in each case, subject to the following terms:

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(a)            If a Value Adjustment Event with respect to such Eligible Loan Asset occurs and is continuing, the “Assigned Value” may be amended by the Administrative Agent, in its sole discretion; provided that the Assigned Value of any Priced Loan Asset (other than a Defaulted Loan Asset) shall not be less than the observable quote therefor pursuant to clause (c)(x) or clause (c)(y) of the definition of Priced Loan Asset, as applicable. Following any reduction to the Assigned Value of a Loan Asset (other than a Defaulted Loan Asset), if the Borrower disagrees with the Administrative Agent’s determination of the Assigned Value of such Loan Asset, the Borrower may (at its expense) retain an Approved Valuation Firm during the Assigned Value Challenge Cap Notice Period to value such Loan Asset, and if the value determined by such Approved Valuation Firm is greater than the Administrative Agent’s determination of the Assigned Value, such Approved Valuation Firm’s valuation shall become the Assigned Value of such Loan Asset; provided that the Assigned Value of such Loan Asset shall be the value assigned by the Administrative Agent until such Approved Valuation Firm has determined its value; provided further that the Borrower shall promptly notify the Administrative Agent that it has retained an Approved Valuation Firm to value such Loan Asset, and the Approved Valuation Firm shall provide its value determination within 15 Business Days after the end of the Assigned Value Challenge Cap Notice Period; provided further that in no event shall the increased Assigned Value of such Loan Asset exceed the Assigned Value Challenge Cap. The value determined by such firm shall be based on the amortized cost adjusted for any credit deterioration or underperformance of such Loan Asset. The Administrative Agent shall promptly notify the Servicer of any change effected by the Administrative Agent of the Assigned Value of any Loan Asset;

(b)            [Reserved];

(c)            The Assigned Value of a Defaulted Loan Asset shall not exceed the Recovery Value of such Defaulted Loan Asset for up to one calendar year, and thereafter the Assigned Value of such Defaulted Loan Asset shall be zero;

(d)            The Borrower may request that the Assigned Value of any Loan Asset be re-evaluated for any Loan Asset with respect to which (i)(a) the Assigned Value was assigned a value below 100% by the Administrative Agent on the Closing Date or the applicable Cut-Off Date or (b) the Assigned Value was decreased by the Administrative Agent following the occurrence of a Value Adjustment Event pursuant to clause (i) or clause (vi) of such definition, and in the case of clause (a) or clause (b), the Servicer has determined in its commercially reasonable judgment that such Loan Asset has materially improved in credit quality since the applicable Cut-Off Date or since the occurrence of such Value Adjustment Event, as applicable; or (ii) the Assigned Value was decreased by the Administrative Agent following the occurrence of a Value Adjustment Event pursuant to clause (v) of such definition and subsequently such reporting failure has been cured; provided that any re-evaluation shall be done at the sole discretion of the Administrative Agent and the Assigned Value may not increase above the lower of (i) the par amount for such Loan Asset and (ii) the Purchase Price for such Loan Asset; and

(e)            Notwithstanding the foregoing, the Assigned Value of a Loan Asset previously subject to a “Value Adjustment Event” of the type described in clause (ii) or clause (iii) in the definition thereof, after giving effect to any grace periods in such clauses, where the applicable payment default is subsequently cured, may be increased by the Administrative Agent in its sole discretion.

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“Assigned Value Challenge Cap” means, with respect to any Loan Asset subject to a Value Adjustment Event, the Assigned Value of such Loan Asset immediately prior to the start of the Assigned Value Challenge Cap Notice Period.

“Assigned Value Challenge Cap Notice Period” means, with respect to a Loan Asset, the period commencing on the date the Administrative Agent has given notice to the Borrower and the Servicer of a reduction in the Assigned Value of such Loan Asset pursuant to clause (a) of the definition of “Assigned Value” and ending on the date that is 30 days following such reduction.

“Available Collections” means (a) all cash collections and other cash proceeds with respect to any Loan Asset, including, without limitation, all Principal Collections, all Interest Collections, all proceeds of any sale or disposition with respect to such Loan Asset, cash proceeds or other funds received by the Borrower or the Servicer with respect to any Underlying Collateral (including from any guarantors), all other amounts on deposit in the Collection Account from time to time, and all proceeds of Permitted Investments with respect to the Controlled Accounts and (b) all payments received pursuant to any Hedging Agreement or Hedge Transaction; provided that, for the avoidance of doubt, “Available Collections” shall not include amounts on deposit in the Unfunded Exposure Account which do not represent proceeds of Permitted Investments.

“Bankruptcy Code” means Title 11, United States Code, 11 U.S.C. §§ 101 et seq.

“Bankruptcy Event” shall be deemed to have occurred with respect to a Person if either:

(i)            a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, administrator, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

(ii)            such Person shall commence a voluntary case or other proceeding under any Bankruptcy Laws now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or all or substantially all of its assets, or shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors or members shall vote to implement any of the foregoing.

“Bankruptcy Laws” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency,

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winding up, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“Bankruptcy Proceeding” means any case, action or proceeding before any court or other Governmental Authority relating to any Bankruptcy Event.

“Base Rate” means, on any date, a fluctuating per annum interest rate equal to the higher of (a) the Prime Rate or (b) the Federal Funds Rate plus 1.5%.

“Beneficial Ownership Certification” means the certifications as required by the Beneficial Ownership Regulation, which certifications shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Borrower” has the meaning assigned to that term in the preamble hereto.

“Borrower Change of Control” shall be deemed to have occurred if any of the following occur:

(a)            the creation or imposition of any Lien on any limited liability company membership interest in the Borrower;

(b)            the failure by Senior Loan Fund LLC to own 100% of the limited liability company membership interests in the Borrower; or

(c)            the dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially all of the assets of, Senior Loan Fund LLC.

“Borrowing Base” means, as of any date of determination, an amount equal to the least of:

(a)            (i) the aggregate sum of the products of (A) the Applicable Percentage for each Eligible Loan Asset as of such date and (B) the Adjusted Borrowing Value of such Eligible Loan Asset minus the Excess Concentration Amount as of such date, plus (ii) the amount on deposit in the Principal Collection Account as of such date, plus (iii) the amount on deposit in the Unfunded Exposure Account (such amount not to exceed the Aggregate Unfunded Exposure Amount) minus (iv) the Unfunded Exposure Equity Amount; or

(b)            (i) the aggregate Adjusted Borrowing Value of all Eligible Loan Assets minus the Excess Concentration Amount as of such date, minus (ii) the Minimum Equity Amount, plus (iii) the amount on deposit in the Principal Collection Account as of such date, plus (iv) the amount on deposit in the Unfunded Exposure Account (such amount not to exceed the Aggregate Unfunded Exposure Amount) minus (v) the Unfunded Exposure Equity Amount; or

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(c)            the Maximum Facility Amount minus the Aggregate Unfunded Exposure Amount plus the amount on deposit in the Unfunded Exposure Account (such amount not to exceed the Aggregate Unfunded Exposure Amount);

provided that, for the avoidance of doubt, any Loan Asset which at any time is no longer an Eligible Loan Asset shall not be included in the calculation of “Borrowing Base”.

“Borrowing Base Certificate” means a certificate setting forth the calculation of the Borrowing Base as of the applicable date of determination substantially in the form of Exhibit B hereto, prepared by the Servicer.

“Borrowing Base Deficiency” means, as of any date of determination, an amount equal to the positive difference, if any, of (a) the aggregate Advances Outstanding on such date over (b) the lesser of (i) the Maximum Facility Amount and (ii) the Borrowing Base.

“Breakage Fee” means, for Advances Outstanding which are repaid (in whole or in part) on any date other than a Payment Date, the breakage costs (other than lost profits), if any, related to such repayment, based upon the assumption that the applicable Lender funded its loan commitment in the London Interbank Eurodollar market and using any reasonable attribution or averaging methods which the Lender deems appropriate and practical, it hereby being understood that the amount of any loss, costs or expense payable by the Borrower to any Lender as Breakage Fee shall be determined in the respective Lender Agent’s reasonable discretion and shall be conclusive absent manifest error.

“Broadly Syndicated Loan” is a commercial loan that (a) is broadly syndicated, (b) has first priority right of payments and is not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization, insolvency, moratorium or liquidation proceedings, (c) is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable Law (subject to liens permitted under the applicable credit agreement), (d) the Servicer determines in good faith that the value of the collateral securing the loan (or the enterprise value of the underlying business) and ability to generate cash flow on or about the time of origination equals or exceeds the outstanding principal balance of the loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral, (e) has an original senior facility size of $250,000,000 or greater, (f) has an EBITDA for the prior twelve calendar months of $50,000,000 or greater at the time of acquisition, (g) is rated by both S&P and Moody’s (or the Obligor is rated by S&P and Moody’s) at the time of acquisition by the Borrower and such ratings are not lower than “B3” by Moody’s and “B-” by S&P, and (h) is denominated in United States dollars. Notwithstanding anything herein to the contrary, any Eligible Loan Asset that qualifies as a Broadly Syndicated Loan may be classified as a Middle Market Loan on the Cut-Off Date upon the request of the Servicer and the acceptance by the Administrative Agent (in its sole discretion); provided that, such designation may be reverted back to the designation of a Broadly Syndicated Loan in the sole discretion of the Servicer, any time the BSL Limit has not been exceeded, subject to (a) notice to the Administrative Agent of such reclassification, (b) after giving effect to the reclassification, the BSL Limit shall not be exceeded and (c) the delivery to the Administrative Agent of a Borrowing Base Certificate.

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“BSL Limit” has the meaning assigned to that term in Schedule III.

“Business Day” means a day of the year other than (i) Saturday or a Sunday or (ii) any other day on which commercial banks in New York, New York or the city in which the offices of the Collateral Agent are authorized or required by applicable law, regulation or executive order to close; provided, that, if any determination of a Business Day shall relate to an Advance bearing interest at LIBOR, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. For avoidance of doubt, if the offices of the Collateral Agent are authorized by applicable law, regulation or executive order to close but remain open, such day shall not be a “Business Day”.

“Capital Commitment” means, for any member of Senior Loan Fund LLC, its “Capital Commitment” as defined in the constituent documents of Senior Loan Fund LLC.

“Capital Lease Obligations” means, with respect to any entity, the obligations of such entity to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such entity under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Change of Control” shall be deemed to have occurred if any of the following occur:

(a)            the creation or imposition of any Lien on any limited liability company membership interests in the Borrower;

(b)            the failure by GCBDC to own (directly or indirectly) 100% of the limited liability company membership interests in the Borrower; or

(c)            the transfer (including via merger) of 25% or more of the shares of GCBDC to another entity (or to any direct or indirect wholly owned Subsidiary of such entity) to whom the Administrative Agent has in place a lending facility, without the consent of the Administrative Agent; or

(d)            the dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially all of the assets of, GCBDC.

“Change of Tax Law” means any change in application or public announcement of an official position under or any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of any jurisdiction in which an Obligor is organized, or any political subdivision or taxing authority of any of the foregoing, affecting taxation, or any proposed change in such laws or change in the official application, enforcement or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), or any other action taken by a taxing authority or court of competent jurisdiction in the relevant jurisdiction, or the official proposal of any such action.

“Closing Date” means January 17, 2014.

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“Code” means the Internal Revenue Code of 1986.

“Collateral Agent” has the meaning assigned to that term in the preamble hereto.

“Collateral Agent Expenses” means the expenses set forth in the Wells Fargo Fee Letter and any other accrued and unpaid expenses (including attorneys' fees, costs and expenses) and indemnity amounts payable by the Borrower to the Collateral Agent under the Transaction Documents.

“Collateral Agent Fees” means the fees set forth in the Wells Fargo Fee Letter, as such fee letter may be amended, restated, supplemented and/or otherwise modified from time to time.

“Collateral Agent Termination Notice” has the meaning assigned to that term in Section 10.05.

“Collateral Custodian” means Wells Fargo, not in its individual capacity, but solely as collateral custodian pursuant to the terms of this Agreement.

“Collateral Custodian Expenses” means the expenses set forth in the Wells Fargo Fee Letter and any other accrued and unpaid expenses (including attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Collateral Custodian under the Transaction Documents.

“Collateral Custodian Fees” means the fees set forth in the Wells Fargo Fee Letter, as such fee letter may be amended, restated, supplemented and/or otherwise modified from time to time.

“Collateral Custodian Termination Notice” has the meaning assigned to that term in Section 12.05.

“Collateral Portfolio” means all right, title, and interest (whether now owned or hereafter acquired or arising, and wherever located) of the Borrower in, to and under all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, contract rights, general intangibles, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, or other property of the Borrower of any type or nature, including, without limitation, all right, title and interest of the Borrower in the following (in each case excluding the Retained Interest and the Excluded Amounts):

(i)            the Loan Assets, and all monies due or to become due in payment under such Loan Assets on and after the related Cut-Off Date, including, but not limited to, all Available Collections;

(ii)            the Portfolio Assets with respect to the Loan Assets referred to in clause (i);

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(iii)            the Controlled Accounts and all Permitted Investments purchased with funds on deposit in the Controlled Accounts; and

(iv)            all income and Proceeds of the foregoing.

For the avoidance of doubt, the term “Collateral Portfolio” shall, for all purposes of this Agreement, be deemed to include any Loan Asset acquired directly by the Borrower from a third party in a transaction underwritten by the ServicerTransferor or any transaction in which the Borrower is the designee of the ServicerTransferor under the instruments of conveyance relating to the applicable Loan Asset.

“Collection Account” means a trust account (account number 46486701 at the Account Bank) in the name of the Collateral Agent for the benefit of and under the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties; provided that the funds deposited therein (including any interest and earnings thereon) from time to time shall constitute the property and assets of the Borrower, and the Borrower shall be solely liable for any Taxes payable with respect to the Collection Account.

“Collection Account Agreement” means that certain Collection Account Agreement, dated the date of this Agreement, among the Borrower, the Servicer, the Account Bank, the Administrative Agent and the Collateral Agent, which agreement relates to the Collection Account, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.

“Collection Date” means the date on which the aggregate outstanding principal amount of the Advances Outstanding have been repaid in full and all Yield and Fees and all other Obligations (other than unmatured contingent obligations for which no claim has been made) have been paid in full, and the Borrower shall have no further right to request any additional Advances.

“Commercial Paper Notes” means any short-term promissory notes of any Conduit Lender issued by such Conduit Lender in the commercial paper market.

“Commitment” means, with respect to each Lender, (i) prior to the end of the Reinvestment Period or for purposes of Advances made pursuant to Section 2.02(f), the dollar amount set forth opposite such Lender’s name on Annex A hereto (as such amount may be revised from time to time) or the amount set forth as such Lender’s “Commitment” on Schedule I to the Joinder Supplement relating to such Lender, as applicable and (ii) on or after the Reinvestment Period (other than for purposes of Advances made pursuant to Section 2.02(f)), such Lender’s Pro Rata Share of the aggregate Advances Outstanding.

“Concentration Limits” means with respect to determining the Excess Concentration Amount as of any date of determination after giving effect to all additions and removals of Loan Assets on such date and for purposes of this definition calculated as if all Loan Assets are fully funded:

(a)            the aggregate Adjusted Borrowing Value of all Eligible Loan Assets included in the Collateral Portfolio, the Obligors of which are domiciled in Canada shall not exceed the greater of (i) 15% of the sum of (x) the aggregate Adjusted Borrowing Value of all Eligible

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Loan Assets (prior to giving effect to any deduction pursuant to this clause (a) or clause (b) below) plus (y) any amounts on deposit in the Principal Collection Account or (ii) $16,875,000; and

(b)            the aggregate Adjusted Borrowing Value of all Eligible Loan Assets included in the Collateral Portfolio that are fixed rate Loan Assets shall not exceed the greater of (i) 10% of the sum of (x) the aggregate Adjusted Borrowing Value (after giving effect to any deduction pursuant to clause (a) above but prior to giving effect to any deduction pursuant to this clause (b)) plus (y) any amounts on deposit in the Principal Collection Account or (ii) $11,250,000.

“Conduit Lender” means each commercial paper conduit as may from time to time become a Lender hereunder by executing and delivering a Joinder Supplement to the Administrative Agent and the Borrower.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

“Controlled Accounts” means the Collection Account and the Unfunded Exposure Account.

“Cut-Off Date” means, with respect to each Loan Asset, the date such Loan Asset is Pledged hereunder.

“Defaulted Loan Asset” means a Loan Asset which has become subject to a Value Adjustment Event of the type described in clauses (ii), (iii), (iv) or (vi) in the definition thereof (but, with respect to clause (vi), solely pursuant to a Material Modification pursuant to clause (a) of such definition). If the Value Adjustment Event (or, if applicable, the circumstances that gave rise to the need for the Material Modification pursuant to clause (a) of such definition) which gave rise to a Defaulted Loan Asset is cured, the Borrower may submit such Loan Asset for review by the Administrative Agent (in its sole discretion) for the purpose of re-classifying such Loan Asset as a Loan Asset which is no longer a Defaulted Loan Asset.

“Delayed Draw Loan Asset” means a Loan Asset that is fully committed on the initial funding date of such Loan Asset and is required to be fully funded in one or more installments on draw dates to occur within one year of the initial funding of such Loan Asset but which, once all such installments have been made, has the characteristics of a Term Loan Asset.

“Determination Date” means the fifth Business Day after the end of each calendar month.

“Disbursement Request” means a disbursement request from the Borrower to the Administrative Agent and the Collateral Agent in the form attached hereto as Exhibit C in connection with a disbursement request from the Unfunded Exposure Account in accordance with Section 2.04(d) or a disbursement request from the Principal Collection Account in accordance with Section 2.21, as applicable.

“EBITDA” means, with respect to any period and any Loan Asset, the meaning of “EBITDA”, “Adjusted EBITDA” or any comparable definition in the Loan Agreement for each

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such Loan Asset (together with all add-backs and exclusions as designated in such Loan Agreement), and in any case that “EBITDA”, “Adjusted EBITDA” or such comparable definition is not defined in such Loan Agreement, an amount, for the principal obligor on such Loan Asset and any of its parents or Subsidiaries that are obligated pursuant to the Loan Agreement for such Loan Asset (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings from continuing operations for such period plus interest expense, income taxes and unallocated depreciation and amortization for such period (to the extent deducted in determining earnings from continuing operations for such period), and any other item the Borrower and the Administrative Agent mutually deem to be appropriate.

“Eligible Investment Required Ratings” means: (a) if such obligation or security (i) has both a long-term and a short-term credit rating from Moody’s, such ratings are “Aa3” or better (not on credit watch for possible downgrade) and “P-1” (not on credit watch for possible downgrade), respectively, (ii) has only a long-term credit rating from Moody’s, such rating is “Aaa” (not on credit watch for possible downgrade) and (iii) has only a short-term credit rating from Moody’s, such rating is “P-1” (not on credit watch for possible downgrade) and (b) “A-1” or better (or, in the absence of a short-term credit rating, “A+” or better) from S&P.

“Eligible Loan Asset” means, at any time, a Loan Asset in respect of which each of the representations and warranties contained in Section 4.02 and Schedule III hereto is true and correct.

“Environmental Laws” means any and all foreign, federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials. Environmental Laws include, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Material Transportation Act (49 U.S.C. § 331 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300, et seq.), the Environmental Protection Agency’s regulations relating to underground storage tanks (40 C.F.R. Parts 280 and 281), and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), and the rules and regulations thereunder.

“Equity Security” means (i) any equity security or any other security that is not eligible for purchase by the Borrower as a Loan Asset, (ii) any security purchased as part of a “unit” with a Loan Asset and that itself is not eligible for purchase by the Borrower as a Loan Asset, and (iii) any obligation that, at the time of commitment to acquire such obligation, was eligible for purchase by the Borrower as a Loan Asset but that, as of any subsequent date of determination, no longer is eligible for purchase by the Borrower as a Loan Asset, for so long as such obligation fails to satisfy such requirements.

“Equityholder Change of Control” shall be deemed to have occurred if (i) Golub Capital BDC, Inc. and RGA Reinsurance Company fail to own 100% of the membership interests

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of Senior Loan Fund LLC, (ii)  Golub Capital BDC, Inc. fails to own a majority of the membership interests of Senior Loan Fund LLC or (iii) the transfer (including via merger) of 25% or more of the shares of Senior Loan Fund LLC to another entity (or to any direct or indirect wholly owned Subsidiary of such entity) to whom the Administrative Agent has in place a lending facility, without the consent of the Administrative Agent.

“ERISA” means the United States Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means (a) any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Borrower, or (c) for purposes of Section 302 of ERISA and Section 412 of the Code, a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower, any corporation described in clause (a) above or any trade or business described in clause (b) above.

“Eurodollar Disruption Event” means the occurrence of any of the following: (a) any Institutional Lender or Liquidity Bank shall have notified the Administrative Agent of a determination by such Institutional Lender or Liquidity Bank or any of its assignees or participants that it would be contrary to law or to the directive of any central bank or other Governmental Authority (whether or not having the force of law) to obtain United States dollars in the London interbank market to fund any Advance, (b) any Institutional Lender or Liquidity Bank shall have notified the Administrative Agent of the inability, for any reason, of such Institutional Lender or Liquidity Bank or any of its respective assignees or participants to determine LIBOR, (c) any Institutional Lender or Liquidity Bank shall have notified the Administrative Agent of a determination by such Institutional Lender or Liquidity Bank or any of its respective assignees or participants that the rate at which deposits of United States dollars are being offered to such Institutional Lender or Liquidity Bank or any of its respective assignees or participants in the London interbank market does not accurately reflect the cost to such Institutional Lender or Liquidity Bank or its assignee or participant of making, funding or maintaining any Advance or (d) any Institutional Lender or Liquidity Bank shall have notified the Administrative Agent of the inability of such Institutional Lender or Liquidity Bank or any of its respective assignees or participants to obtain United States dollars in the London interbank market to make, fund or maintain any Advance.

“Event of Default” has the meaning assigned to that term in Section 7.01.

“Excepted Persons” has the meaning assigned to that term in Section 11.13(a).

“Excess Availability” means, as of the last day of the Reinvestment Period, an amount equal to the positive difference, if any, of the Borrowing Base as of such day less the aggregate Advances Outstanding as of such day (after giving effect to any Advances made on such date).

“Excess Concentration Amount” means, with respect to all Eligible Loan Assets included in the Collateral Portfolio, the amount by which the sum of the Adjusted Borrowing Value

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of such Eligible Loan Assets exceeds any applicable Concentration Limit, calculated without duplication and after giving effect to any addition or removal of any Loan Asset as of the date of determination.

“Exchange Act” means the United States Securities Exchange Act of 1934.

“Excluded Amounts” means (a) any amount received in the Collection Account with respect to any Loan Asset included as part of the Collateral Portfolio, which amount is attributable to the payment of any Tax, fee or other charge imposed by any Governmental Authority on such Loan Asset or on any Underlying Collateral and (b) any amount received in the Collection Account or other Controlled Account representing (i) any amount representing a reimbursement of insurance premiums, (ii) any escrows relating to Taxes, insurance and other amounts in connection with Loan Assets which are held in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements under a Loan Agreement and (iii) any amount received in the Collection Account with respect to any Loan Asset retransferred or substituted for upon the occurrence of a Warranty Event or that is otherwise replaced by a Substitute Eligible Loan Asset, or that is otherwise sold or transferred by the Borrower pursuant to Section 2.07, to the extent such amount is attributable to a time after the effective date of such replacement or sale.

“Excluded Taxes” has the meaning assigned to that term in Section 2.11(a).

“Facility Maturity Date” means the earliest to occur of (i) the Stated Maturity Date, (ii) the date of the declaration, or automatic occurrence, of the Facility Maturity Date pursuant to Section 7.01, (iii) the Collection Date and (iv) the occurrence of the termination of this Agreement pursuant to Section 2.18(b) hereof.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Rate” means, for any period, a fluctuating per annum interest rate equal, for each day during such period, to the weighted average of the overnight federal funds rates as in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding Business Day), or, if for any reason such rate is not available on any day, the rate determined, in the sole discretion of the Administrative Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. on such day.

“Fees” means (i) the Non-Usage Fee and (ii) the fees payable to each Lender or Lender Agent pursuant to the terms of any Lender Fee Letter.

“Financial Asset” has the meaning specified in Section 8-102(a)(9) of the UCC.

“Financial Sponsor” means any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding, and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities with

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separate management, books and records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness are independent of the other companies so owned by such Person.

“Fitch” means Fitch, Inc. or any successor thereto.

“First Lien Loan” means a commercial loan (a) that is not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, (b) that is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable Law (subject to liens permitted under the applicable credit agreement that are reasonable and customary for similar loans, and liens accorded priority by law in favor of the United States or any State or agency), and (c) the Servicer determines in good faith that the value of the collateral securing the loan or the enterprise value and ability to generate cash flow on or about the time of origination equals or exceeds the outstanding principal balance of the loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States.

“GCBDC” means Golub Capital BDC, Inc., a Delaware corporation.

“Governmental Authority” means, with respect to any Person, any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person.

“Hazardous Materials” means all materials subject to any Environmental Law, including, without limitation, materials listed in 49 C.F.R. § 172.010, materials defined as hazardous pursuant to § 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, flammable, explosive or radioactive materials, hazardous or toxic wastes or substances, lead-based materials, petroleum or petroleum distillates or asbestos or material containing asbestos, polychlorinated biphenyls, radon gas, urea formaldehyde and any substances classified as being “in inventory”, “usable work in process” or similar classification that would, if classified as unusable, be included in the foregoing definition.

“Hedge Breakage Costs” means, for any Hedge Transaction, any amount payable by the Borrower for the early termination of that Hedge Transaction or any portion thereof.

“Hedge Collateral” has the meaning assigned to that term in Section 5.09(b).

“Hedge Counterparty” means any entity, approved in writing by the Administrative Agent (in its sole discretion), which has entered into a Hedging Agreement in connection with this Agreement.

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“Hedge Transaction” means each interest rate swap transaction, interest rate cap transaction, interest rate floor transaction or other derivative transaction approved in writing by the Administrative Agent, between the Borrower and a Hedge Counterparty that is entered into pursuant to Section 5.09(a) and is governed by a Hedging Agreement.

“Hedging Agreement” means each agreement between the Borrower and a Hedge Counterparty that governs one or more Hedge Transactions entered into by the Borrower and such Hedge Counterparty pursuant to Section 5.09(a), which agreement shall consist of a “Master Agreement” in a form published by the International Swaps and Derivatives Association, Inc., together with a “Schedule” and each “Confirmation” thereunder confirming the specific terms of each such Hedge Transaction; provided that the “Schedule” and the form of each “Confirmation” to any Hedging Agreement shall be subject to the written approval of the Administrative Agent, in its sole discretion.

“Indebtedness” means:

(i)            with respect to any Obligor under any Loan Asset, the meaning of “Indebtedness” or any comparable definition in the Loan Agreement for such Loan Asset, and in any case that “Indebtedness” or such comparable definition is not defined in such Loan Agreement, without duplication, (a) all obligations of such entity for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such entity evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such entity under conditional sale or other title retention agreements relating to property acquired by such entity, (d) all obligations of such entity in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (e) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such entity, whether or not the indebtedness secured thereby has been assumed, (f) all guarantees by such entity of indebtedness of others, (g) all Capital Lease Obligations of such entity, (h) all obligations, contingent or otherwise, of such entity as an account party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise, of such entity in respect of bankers’ acceptances; and

(ii)            for all other purposes, with respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument or other evidence of indebtedness customary for indebtedness of that type, (b) all obligations of such Person under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (e) all indebtedness, obligations or liabilities of that Person in respect of derivatives, and (f) all obligations under direct or indirect guaranties in respect of obligations (contingent or otherwise) to purchase or otherwise acquire, or to otherwise assure a creditor against loss in respect of, indebtedness or obligations of others of the kind referred to in clauses (a) through (e) of this clause (ii); provided that, for the avoidance of doubt, any Loan Assets sold by the

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Borrower in a manner which is characterized on the books of the Borrower as a secured borrowing by the Borrower in accordance with GAAP but does not create any recourse to the Borrower (for example, where the Borrower sells a portion of a loan which has been restructured as a first lien loan and a first lien last out loan) shall not constitute “Indebtedness” of the Borrower.

“Indemnified Amounts” has the meaning assigned to that term in Section 8.01.

“Indemnified Party” has the meaning assigned to that term in Section 8.01.

“Indemnifying Party” has the meaning assigned to that term in Section 8.03.

“Independent Director” means a natural person who, (A) for the five-year period prior to his or her appointment as Independent Director, has not been, and during the continuation of his or her service as Independent Director is not: (i) an employee, director, stockholder, member, manager, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an Independent Director of the Borrower or other Affiliates that are structured to be “bankruptcy remote”); (ii) a customer or supplier of the Borrower or any of its Affiliates (other than his or her service as an Independent Director of the Borrower); or (iii) any member of the immediate family of a person described in (i) or (ii), and (B) has, (i) prior experience as an Independent Director for a corporation or limited liability company whose charter documents required the unanimous consent of all Independent Directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.

“Indorsement” has the meaning specified in Section 8-102(a)(11) of the UCC, and “Indorsed” has a corresponding meaning.

“Initial Advance” means the first Advance made pursuant to Article II.

“Initial Loan Assets” means the Loan Assets included in the Collateral Portfolio as of the Closing Date.

“Institutional Lender” means (i) Wells Fargo and (ii) each financial institution other than a Conduit Lender which may from time to time become a Lender hereunder by executing and delivering a Joinder Supplement to the Administrative Agent and the Borrower.

“Instrument” has the meaning specified in Section 9-102(a)(47) of the UCC.

“Insurance Policy” means, with respect to any Loan Asset, an insurance policy covering liability and physical damage to, or loss of, the Underlying Collateral.

“Insurance Proceeds” means any amounts received on or with respect to a Loan Asset under any Insurance Policy or with respect to any condemnation proceeding or award in lieu of condemnation, other than (i) any such amount received which is required to be used to restore, improve or repair the related property or required to be paid to the Obligor under the related Loan

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Agreement or (ii) prior to an Event of Default hereunder and with prior written notice to the Administrative Agent, any such amount for which the Servicer has consented, in its reasonable business discretion, to be used to restore, improve or repair the related property or otherwise to be paid to the Obligor under the related Loan Agreement.

“Interest” means, with respect to any period and any Loan Asset, for the Obligor on such Loan Asset and any of its parents or Subsidiaries that are obligated under the Loan Agreement for such Loan Asset (determined on a consolidated basis without duplication in accordance with GAAP), the meaning of “Interest” or any comparable definition in the Loan Agreement for such Loan Asset and in any case that “Interest” or such comparable definition is not defined in such Loan Agreement, all interest in respect of Indebtedness (including the interest component of any payments in respect of Capital Lease Obligations) accrued or capitalized during such period (whether or not actually paid during such period).

“Interest Collection Account” means a sub-account (account number 46486705 at the Account Bank) of the Collection Account into which Interest Collections shall be segregated.

“Interest Collections” means, (i) with respect to any Loan Asset, all payments and collections attributable to interest on such Loan Asset, including, without limitation, all scheduled payments of interest and payments of interest relating to principal prepayments, all guaranty payments attributable to interest and proceeds of any liquidations, sales, dispositions or securitizations attributable to interest on such Loan Asset, (ii) amendment fees, late fees, waiver fees, prepayment fees or other amounts received in respect of Loan Assets and (iii) all payments (other than any hedge breakage payments) received pursuant to any Hedging Agreement or Hedge Transaction.

“Interest Coverage Ratio” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Interest Coverage Ratio” or any comparable definition in the Loan Agreement for such Loan Asset, and in any case that “Interest Coverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) EBITDA to (b) Interest, as calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement.

“Joinder Supplement” means an agreement among the Borrower, a Lender, its Lender Agent and the Administrative Agent in the form of Exhibit D to this Agreement (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the Closing Date.

“Lender” means any Institutional Lender or Conduit Lender, and/or any other Person to whom an Institutional Lender or Conduit Lender assigns any part of its rights and obligations under this Agreement and the other Transaction Documents in accordance with the terms of Section 11.04.

“Lender Agent” means, with respect to (i) Wells Fargo, Wells Fargo; (ii) each Conduit Lender which may from time to time become party hereto, the Person designated as the “Lender Agent” with respect to such Conduit Lender in the applicable Joinder Supplement and

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(iii) each Institutional Lender which may from time to time become a party hereto, each shall be deemed to be its own Lender Agent.

“Lender Fee Letter” means each fee letter agreement that shall be entered into by and among the Borrower, the Servicer, the applicable Lender and its related Lender Agent in connection with the transactions contemplated by this Agreement, as amended, modified, waived, supplemented, restated or replaced from time to time.

“LIBOR” means, for any day during a Remittance Period, with respect to any Advance (or portion thereof) (a) the rate per annum appearing on Reuters Screen LIBOR01 Page (or any successor or substitute page) as the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for deposits in dollars at approximately 11:00 a.m., London time, for such day, provided, if such day is not a Business Day, the immediately preceding Business Day, for a one-month maturity; and (b) if no rate specified in clause (a) of this definition so appears on Reuters Screen LIBOR01 Page (or any successor or substitute page), the interest rate per annum at which dollar deposits of $5,000,000 and for a one-month maturity are offered by the principal London office of Wells Fargo in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, for such day; provided further, that if LIBOR is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained herein, upon the satisfaction of the Alternative Rate Condition at any time, LIBOR shall be replaced with the Alternative Rate.

“Lien” means any mortgage or deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, claim, preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale, lease or other title retention agreement, sale subject to a repurchase obligation, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing) or the filing of or agreement to give any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction.

“Lien Release Dividend” has the meaning assigned to that term in Section 2.07(g).

“Lien Release Dividend Date” means the date of a Lien Release Dividend specified by the Borrower, which date may be any Business Day, provided written notice is given in accordance with Section 2.07(g).

“Liquidity Agreement” means any agreement entered into in connection with this Agreement pursuant to which a Liquidity Bank agrees to make purchases from or advances to, or purchase assets from, any Conduit Lender in order to provide liquidity support for such Conduit Lender’s Advances hereunder.

“Liquidity Bank” means the Person or Persons who provide liquidity support to any Conduit Lender pursuant to a Liquidity Agreement in connection with the issuance by such Conduit Lender of Commercial Paper Notes.

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“Loan Agreement” means the loan agreement, credit agreement or other agreement pursuant to which a Loan Asset has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Loan Asset or of which the holders of such Loan Asset are the beneficiaries.

“Loan Asset” means any loan originated or acquired by the Transferor and sold to the Borrower or originated or acquired by the Borrower in the ordinary course of its business, which loan includes, without limitation, (i) the Required Loan Documents and Loan Asset File, and (ii) all right, title and interest of the Transferor and/or the Borrower, as applicable, in and to the loan and any Underlying Collateral, but excluding, as applicable, the Retained Interest and Excluded Amounts.

“Loan Asset Checklist” means an electronic or hard copy, as applicable, of a checklist in the form of Exhibit P delivered by or on behalf of the Borrower to the Collateral Custodian, that identifies each of the items which constitute Required Loan Documents to be included within the respective Loan Asset File, which shall specify whether such document is an original or a copy and includes the identification number and the name of the Obligor with respect to the related Loan Asset.

“Loan Asset File” means, with respect to each Loan Asset, a file containing (a) each of the documents and items as set forth on the Loan Asset Checklist with respect to such Loan Asset and (b) duly executed originals (to the extent required by the Servicing Standard) and copies of any other Records relating to such Loan Assets and Portfolio Assets pertaining thereto.

“Loan Assignment” has the meaning set forth in the Purchase and Sale Agreement.

“Loan Tape” means the Loan Tape identifying the Loan Assets delivered by the Borrower or Servicer to the Collateral Custodian and the Administrative Agent. Each such Loan Tape shall set forth the applicable information specified on Schedule V.

“Make-Whole Premium” means, in the event that this Agreement is terminated pursuant to Section 2.18(b) prior to the one year anniversary of the Tenth Amendment Date, an amount, payable pro rata to each Lender Agent (for the account of the applicable Lenders), equal to 2.00% of the Maximum Facility Amount; provided that the Make-Whole Premium shall be calculated without giving effect to the proviso in the definition of “Maximum Facility Amount”.

“Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.

“Material Adverse Effect” means, with respect to any event or circumstance, a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance or properties of the Transferor, the Servicer or the Borrower, (b) the validity, enforceability or collectability of this Agreement or any other Transaction Document or the validity, enforceability or collectability of the Loan Assets generally or any material portion of the Loan Assets, (c) the rights and remedies of the Collateral Agent, the Collateral Custodian, the Account Bank, the Administrative Agent, any Lender, any Lender Agent and the Secured Parties with respect to matters arising under this Agreement or any other Transaction Document, (d) the ability of each of the Borrower and the Servicer to perform their respective obligations under this

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Agreement or any other Transaction Document, or (e) the status, existence, perfection, priority or enforceability of the Collateral Agent’s lien on the Collateral Portfolio.

“Material Modification” means any amendment or waiver of, or modification or supplement to, a Loan Agreement governing an Eligible Loan Asset executed or effected on or after the Cut-Off Date for such Eligible Loan Asset which:

(a)            reduces or forgives any or all of the principal amount due under such Eligible Loan Asset;

(b)            delays or extends the stated maturity date for such Eligible Loan Asset;

(c)            waives one or more interest payments, permits any interest due in cash to be deferred or capitalized and added to the principal amount of such Eligible Loan Asset (other than any deferral or capitalization already allowed by the terms of the Loan Agreement with respect to any PIK Loan Asset), or reduces the spread or coupon with respect to such Eligible Loan Asset when the Interest Coverage Ratio is less than 150% (prior to giving effect to such reduction in interest expense);

(d)            contractually or structurally subordinates such Eligible Loan Asset by operation of a priority of payments, turnover provisions, the transfer of assets in order to limit recourse to the related Obligor or the granting of Liens (other than Permitted Liens) on any of the Underlying Collateral securing such Loan Asset;

(e)            substitutes, alters or releases the Underlying Collateral securing such Eligible Loan Asset and any such substitution, alteration or release, as determined in the sole discretion of the Administrative Agent, materially and adversely affects the value of such Eligible Loan Asset; provided that the foregoing shall not apply to any release in conjunction with a relatively contemporaneous disposition by the related Obligor accompanied by a mandatory reinvestment of net proceeds or mandatory repayment of the related loan facility with the net proceeds; or

(f)            amends, waives, forbears, supplements or otherwise modifies (i) the meaning of “Senior Leverage Ratio”, “Interest Coverage Ratio” or “Permitted Liens” or any respective comparable definitions in the Loan Agreement for such Eligible Loan Asset or (ii) any term or provision of such Loan Agreement referenced in or utilized in the calculation of the “Senior Leverage Ratio”, “Interest Coverage Ratio” or “Permitted Liens” or any respective comparable definitions for such Eligible Loan Asset, in either case in a manner that, in the reasonable discretion of the Administrative Agent, is materially adverse to the Secured Parties; provided that in connection any Revenue Recognition Implementation or any Operating Lease Implementation, the Administrative Agent may waive any Material Modification resulting from such implementation pursuant to this clause (f).

“Maximum Facility Amount” means the aggregate Commitments as then in effect, which amount shall not exceed $104,700,000; provided that at all times after the Reinvestment Period, the Maximum Facility Amount shall mean the aggregate Advances Outstanding at such time.

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“Middle Market Loan” means a commercial loan (a) that is not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, (b) that is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable Law (subject to liens permitted under the applicable credit agreement that are reasonable and customary for similar loans, and liens accorded priority by law in favor of the United States or any State or agency), (c) with respect to which the Servicer determines in good faith that the value of the collateral securing the loan or the enterprise value and ability to generate cash flow on or about the time of origination equals or exceeds the outstanding principal balance of the loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral and (d) does not meet the criteria set forth under the definition of Broadly Syndicated Loan.

“Minimum Equity Amount” means $36,000,000.

“Moody’s” means Moody’s Investors Service, Inc. (or its successors in interest).

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate contributed or had any obligation to contribute on behalf of its employees at any time during the current year or the preceding five years.

“Net Purchased Loan Balance” means, as of any date of determination, an amount equal to (a) the aggregate Outstanding Balance of all Loan Assets acquired by the Borrower prior to such date minus (b) the aggregate Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) repurchased or substituted by the Transferor prior to such date.

“Non-Usage Fee” has the meaning assigned to that term in Section 2.09(a).

“Non-Usage Fee Rate” has the meaning assigned to that term in Section 2.09(a).

“Noteless Loan Asset” means a Loan Asset with respect to which the Loan Agreement (i) does not require the Obligor to execute and deliver a promissory note to evidence the indebtedness created under such Loan Asset or (ii) requires any holder of the indebtedness created under such Loan Asset to affirmatively request a promissory note from the related Obligor (and none has been requested with respect to such Loan Asset held by the Borrower).

“Notice and Request for Consent” has the meaning assigned to that term in Section 2.07(g)(i).

“Notice of Borrowing” means an irrevocable written notice of borrowing from the Borrower to the Administrative Agent and each Lender Agent in the form attached hereto as Exhibit E.

“Notice of Exclusive Control” has the meaning given to such term in the Collection Account Agreement and the Unfunded Exposure Account Agreement, as applicable.

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“Notice of Reduction” means a notice of a reduction of the Advances Outstanding pursuant to Section 2.18, in the form attached hereto as Exhibit F.

“Obligations” means all present and future indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Lenders, the Lender Agents, the Administrative Agent, the Account Bank, any Hedge Counterparty, the Secured Parties, the Collateral Agent or the Collateral Custodian arising under this Agreement and/or any other Transaction Document and shall include, without limitation, all liability for principal of and interest on the Advances Outstanding, Hedge Breakage Costs, Breakage Fees, indemnifications and other amounts due or to become due by the Borrower to the Lenders, the Lender Agents, the Administrative Agent, the Collateral Agent, the Hedge Counterparty, the Secured Parties, the Collateral Custodian and the Account Bank under this Agreement and/or any other Transaction Document, including, without limitation, any amounts payable under any Hedging Agreement (including, without limitation, payments in respect of the termination of any such Hedging Agreement), any Lender Fee Letter, any Make-Whole Premium and costs and expenses payable by the Borrower to the Lenders, the Lender Agents, the Administrative Agent, the Account Bank, the Collateral Agent or the Collateral Custodian, including attorneys’ fees, costs and expenses, including without limitation, interest, fees and other obligations that accrue after the commencement of an insolvency proceeding (in each case whether or not allowed as a claim in such insolvency proceeding).

“Obligor” means, collectively, each Person obligated to make payments under a Loan Agreement, including any guarantor thereof.

“Officer’s Certificate” means a certificate signed by the president, the secretary, an assistant secretary, the chief financial officer or any vice president, as an authorized officer, of any Person.

“Operating Lease Implementation” means the implementation by an Obligor of IFRS 16/ASC 842.

“Opinion of Counsel” means a written opinion of counsel, which opinion and counsel are acceptable to the Administrative Agent in its sole discretion.

“Outstanding Balance” means the principal balance of a Loan Asset, expressed exclusive of PIK Interest and accrued interest.

“Payment Date” means the 22^nd day of each March, June, September and December or, if such day is not a Business Day, the next succeeding Business Day; provided, that the final Payment Date shall occur on the Collection Date; provided further that the Administrative Agent may, in its sole discretion with three (3) Business Days’ prior written notice to the Borrower, the Collateral Agent and the Servicer, declare any Business Day a Payment Date if (i) (x) an Event of Default shall have been declared or (y) after the automatic occurrence of a Facility Maturity Date and (ii) the Administrative Agent or the Lenders have declared the Advances Outstanding and other Obligations to be immediately due and payable in full in accordance with Section 7.01.

“Payment Duties” has the meaning assigned to that term in Section 10.02(b)(iii).

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“Pension Plan” has the meaning assigned to that term in Section 4.01(w).

“Permitted Assignee” means any lender which has a long-term unsecured debt rating of not less than “A3” from Moody’s and not less than “A” from S&P.

“Permitted Investments” means any of:

(i)            direct Registered obligations of, and Registered obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States of America or any agency or instrumentality of the United States of America whose obligations are expressly backed by the full faith and credit of the United States of America;

(ii)            demand and time deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances issued by, or federal funds sold by any depository institution or trust company incorporated under the laws of the United States of America (including the Account Bank) or any state thereof and subject to supervision and examination by federal and/or state banking authorities, in each case payable within 183 days after issuance, so long as the commercial paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have the Eligible Investment Required Ratings;

(iii)            unleveraged repurchase obligations (if treated as debt by the Borrower and the counterparty) with respect to (a) any security described in clause (i) above or (b) any other Registered security issued or guaranteed by an agency or instrumentality of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (ii) above or entered into with an entity (acting as principal) with, or whose parent company has (in addition to a guarantee agreement with such entity, which guarantee agreement complies with S&P’s then-current criteria with respect to guarantees) the Eligible Investment Required Ratings;

(iv)            Registered debt securities bearing interest or sold at a discount issued by a corporation formed under the laws of the United States of America or any State thereof that satisfies the Eligible Investment Required Ratings at the time of such investment or contractual commitment providing for such investment;

(v)            commercial paper or other short-term obligations (other than asset-backed commercial paper) with the Eligible Investment Required Ratings and that either bear interest or are sold at a discount from the face amount thereof and have a maturity of not more than 183 days from their date of issuance;

(vi)            a Reinvestment Agreement issued by any bank (if treated as a deposit by such bank), or a Reinvestment Agreement issued by any insurance company or other corporation or entity, in each case with the Eligible Investment Required Ratings; provided that (a) the Borrower has received the consent of the Administrative Agent with respect thereto or (b) such Reinvestment Agreement may be unwound at the option of the Borrower without penalty; and

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(vii)            money market funds that have, at all times, credit ratings of “Aaa” and “MR1+” by Moody’s and “AAAm” or “AAAm-G” by S&P, respectively;

provided that (1) Permitted Investments purchased with funds in the Collection Account shall be held until maturity except as otherwise specifically provided herein and shall include only such obligations or securities, other than those referred to in clause (vii) above, as mature (or are putable at par to the issuer thereof) no later than the Business Day prior to the next Payment Date unless such Permitted Investments are issued by the Account Bank in its capacity as a banking institution, in which event such Permitted Investments may mature on such Payment Date; and (2) none of the foregoing obligations or securities shall constitute Permitted Investments if (a) such obligation or security has an “f”, “r”, “p”, “pi”, “q”, “sf” or “t” subscript assigned by S&P, (b) all, or substantially all, of the remaining amounts payable thereunder consist of interest and not principal payments, (c) payments with respect to such obligations or securities or proceeds of disposition are subject to withholding taxes by any jurisdiction unless the payor is required to make “gross-up” payments that cover the full amount of any such withholding tax on an after-tax basis, (d) such obligation or security is secured by real property, (e) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof, (f) such obligation or security is subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action, (g) in the Servicer’s judgment, such obligation or security is subject to material non-credit related risks, (h) such obligation is a structured finance obligation or (i) such obligation or security is represented by a certificate of interest in a grantor trust. Permitted Investments may include, without limitation, those investments issued by or made with the Account Bank or for which the Account Bank or an Affiliate thereof provides services and receives compensation.

“Permitted Liens” means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced (a) Liens for state, municipal or other local Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen’s, warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith, (c) Liens granted pursuant to or by the Transaction Documents and (d) any custodial liens arising in favor of Wells Fargo Bank, National Association.

“Person” means an individual, partnership, corporation (including a statutory or business trust), limited liability company, joint stock company, trust, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or other entity.

“PIK Interest” means interest accrued on a Loan Asset that is added to the principal amount of such Loan Asset instead of being paid as interest as it accrues.

“PIK Loan Asset” means a Loan Asset which provides for a portion of the interest that accrues thereon to be added to the principal amount of such Loan Asset for some period of the time prior to such Loan Asset requiring the current cash payment of such previously capitalized interest, which cash payment shall be treated as an Interest Collection at the time it is received.

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“Pledge” means the pledge of any Eligible Loan Asset or other Portfolio Asset pursuant to Article II.

“Portfolio Assets” means all Loan Assets in which the Borrower has an interest, together with all proceeds thereof and other assets or property related thereto, including all right, title and interest of the Borrower in and to:

(a)            any amounts on deposit in any cash reserve, collection, custody or lockbox accounts securing the Loan Assets;

(b)            all rights with respect to the Loan Assets to which the Transferor and/or the Borrower, as applicable, is entitled as lender under the applicable Loan Agreement;

(c)            the Controlled Accounts, together with all cash and investments in each of the foregoing other than amounts earned on investments therein;

(d)            any Underlying Collateral securing a Loan Asset and all Recoveries related thereto, all payments paid in respect thereof and all monies due or to become due and paid in respect thereof after the applicable Cut-Off Date and all liquidation proceeds;

(e)            all Required Loan Documents, the Loan Asset Files related to any Loan Asset, any Records, and the documents, agreements, and instruments included in the Loan Asset Files or Records;

(f)            all Insurance Policies with respect to any Loan Asset;

(g)            all Liens, guaranties, indemnities, warranties, letters of credit, accounts, bank accounts and property subject thereto from time to time purporting to secure or support payment of any Loan Asset, together with all UCC financing statements, mortgages or similar filings signed or authorized by an Obligor relating thereto;

(h)            the Purchase and Sale Agreement (including, without limitation, rights of recovery of the Borrower against the Transferor) and the assignment to the Collateral Agent, for the benefit of the Secured Parties, of all UCC financing statements filed by the Borrower against the Transferor under or in connection with the Purchase and Sale Agreement;

(i)            any Hedging Agreement and all payments from time to time due thereunder;

(j)            all records (including computer records) with respect to the foregoing; and

(k)            all collections, income, payments, proceeds and other benefits of each of the foregoing.

“Priced Loan Asset” means any First Lien Loan that (a) has an original tranche size of $250,000,000 or greater, (b) has an EBITDA for the prior twelve calendar months of $50,000,000 or greater, and (c) has (x) an observable quote with a bid depth of at least 5 from LoanX Mark-It Partners or Loan Pricing Corporation or (y) observable quotes from at least 5

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Approved Broker-Dealers (with the price for such Priced Loan Asset being the average of such observable quotes).

“Prime Rate” means the rate publicly announced by the Administrative Agent from time to time as its prime rate in the United States, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by the Administrative Agent or any other specified financial institution in connection with extensions of credit to debtors; provided that if the Prime Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Principal Collection Account” means a sub-account (account number 46486706 at the Account Bank) of the Collection Account into which Principal Collections shall be segregated.

“Principal Collections” means (i) any amounts deposited by the Borrower in accordance with Section 2.06(a)(i) or Section 2.07(c)(i), (ii) with respect to any Loan Asset, all amounts received which are not Interest Collections, including, without limitation, all Recoveries, all Insurance Proceeds, all scheduled payments of principal and principal prepayments and all guaranty payments and proceeds of any liquidations, sales, dispositions or securitizations, in each case, attributable to the principal of such Loan Asset and (iii) all hedge breakage payments received pursuant to any Hedging Agreement or Hedge Transaction. For the avoidance of doubt, “Principal Collections” shall not include amounts on deposit in the Unfunded Exposure Account.

“Principal Sharing Condition” means, on any date of determination, a condition that is satisfied if each of the following criteria are met:

(a)            such date of determination occurs prior to the nine month anniversary of the Thirteenth Amendment Date;

(b)            the number of Obligors included in the Collateral Portfolio is greater than or equal to 20; provided that Paradigm DKD Group, LLC, Payless ShoeSource, Inc., and W3 Co. shall be excluded from such calculation;

(c)            (i) the Outstanding Balance of Loan Assets included in the Collateral Portfolio that are currently subject to Value Adjustment Events divided by (ii) the Outstanding Balance of all Loan Assets included in the Collateral Portfolio is less than or equal to 50.0%; provided that any Loan Assets with respect to which Paradigm DKD Group, LLC, Payless ShoeSource, Inc., or W3 Co. is an Obligor shall be excluded from both the numerator and the denominator of such calculation; and

(d)            (i) the aggregate Adjusted Borrowing Value of Eligible Loan Assets plus (ii) any Principal Collections (excluding Principal Collections to be distributed pursuant to Sections 2.04(b)(i) and (b)(ii) on the next Payment Date (and, in the case of clauses (b)(iii)(w), (b)(iii)(x) and (b)(iii)(y), after giving pro forma effect to any withdrawal of amounts pursuant thereto on such date of determination)) is greater than or equal to $120,000,000.

“Pro Rata Share” means, with respect to each Lender, the percentage obtained by dividing the Commitment of such Lender (or, following the termination thereof, the outstanding

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principal amount of all Advances of such Lender), by the aggregate Commitments of all the Lenders (or, following the termination thereof, the aggregate Advances Outstanding).

“Proceeds” means, with respect to any property included in the Collateral Portfolio, all property that is receivable or received when such property is collected, sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all rights to payment with respect to any insurance relating thereto.

“Purchase and Sale Agreement” means that certain Purchase and Sale Agreement, dated as of the Closing Date, between the Transferor, as the seller, and the Borrower, as the purchaser, as amended, modified, waived, supplemented, restated or replaced from time to time.

“Purchase Price” means, with respect to any Eligible Loan Asset, the value (expressed as a percentage of the Outstanding Balance of such Loan Asset) equal to the purchase price thereof; provided that the purchase price of an Eligible Loan Asset purchased in the primary syndication thereof at a price (a) on or prior to the Tenth Amendment Date, equal to or greater than 95% of par (including any purchase at a premium) or (b) after the Tenth Amendment Date, equal to or greater than 97% of par (including any purchase at a premium), in each case, shall be deemed to be par for all purposes of this definition.

“Records” means all documents relating to the Loan Assets, including books, records and other information executed in connection with the origination or acquisition of the Collateral Portfolio or maintained with respect to the Collateral Portfolio and the related Obligors that the Borrower, the Transferor or the Servicer have generated, in which the Borrower has acquired an interest pursuant to the Purchase and Sale Agreement or in which the Borrower or the Transferor have otherwise obtained an interest.

“Recoveries” means, as of the time any Underlying Collateral with respect to any Defaulted Loan Asset is sold in connection with the enforcement of remedies, discarded or abandoned (after a determination by the Servicer that such Underlying Collateral has little or no remaining value) or otherwise determined to be fully liquidated by the Servicer in accordance with the Servicing Standard, the proceeds from the sale of the Underlying Collateral, the proceeds of any related Insurance Policy, any other recoveries with respect to such Loan Asset, as applicable, the Underlying Collateral, net of any amounts received that are required under such Loan Asset, as applicable, to be refunded to the related Obligor.

“Recovery Value” means with respect to Middle Market Loans and Broadly Syndicated Loans, 50%.

“Register” has the meaning assigned to that term in Section 2.14.

“Registered” means in registered form for U.S. federal income tax purposes and issued after July 18, 1984; provided that a certificate of interest in a grantor trust shall not be treated as Registered unless each of the obligations or securities held by the trust was issued after that date.

“Reinvestment Agreement” means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity having an Eligible Investment Required

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Rating; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by S&P or Moody’s is at any time lower than such agreement’s Eligible Investment Required Rating.

“Reinvestment Period” shall mean the period commencing on the Closing Date and ending on the day preceding the earliest of (i) the one year anniversary of the Tenth Amendment Date (or such later date as is agreed to in writing by the Borrower, the Servicer, the Administrative Agent and the Lenders pursuant to Section 2.19), (ii) the occurrence of an Event of Default, and (iii) the date of any voluntary termination by the Borrower pursuant to Section 2.18(b).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release Date” has the meaning set forth in Section 2.07(c).

“Relevant Test Period” means, with respect to any Loan Asset, the relevant test period for the calculation of Total Leverage Ratio, Senior Leverage Ratio or Interest Coverage Ratio, as applicable, for such Loan Asset in the related Loan Agreement or, if no such period is provided for therein, for Obligors delivering monthly financing statements, each period of the last 12 consecutive reported calendar months, and for Obligors delivering quarterly financing statements, each period of the last four consecutive reported fiscal quarters of the principal Obligor on such Loan Asset; provided that with respect to any Loan Asset for which the relevant test period is not provided for in the related Loan Agreement, if an Obligor is a newly-formed entity as to which 12 consecutive calendar months have not yet elapsed, “Relevant Test Period” shall initially include the period from the date of formation of such Obligor to the end of the twelfth calendar month or fourth fiscal quarter (as the case may be) from the date of formation, and shall subsequently include each period of the last 12 consecutive reported calendar months or four consecutive reported fiscal quarters (as the case may be) of such Obligor.

“Remittance Period” means, (i) as to the Initial Payment Date, the period beginning on the Closing Date and ending on, and including, the Determination Date immediately preceding such Payment Date and (ii) as to any subsequent Payment Date, the period beginning on the first day after the most recently ended Remittance Period and ending on, and including, the Determination Date immediately preceding such Payment Date, or, with respect to the final Remittance Period, the Collection Date.

“Replacement Servicer” has the meaning assigned to that term in Section 6.01(c).

“Reporting Date” means the date that is two Business Days prior to the 20^th of each calendar month, commencing February 20, 2014.

“Repurchase Price” has the meaning set forth in Section 2.07(c)(i).

“Required Lenders” means (i) Wells Fargo (as a Lender hereunder) and its successors and assigns and (ii) the Lenders representing an aggregate of at least 51% of the aggregate Commitments of the Lenders then in effect.

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“Required Loan Documents” means, for each Loan Asset, the following documents or instruments, all as specified on the related Loan Asset Checklist:

(a)            (i) the original executed promissory note or, if accompanied by an original “lost note” affidavit and indemnity, a copy of the executed underlying promissory note, endorsed by the Borrower in blank (and an unbroken chain of endorsements from each prior holder thereof to the Borrower) and (ii)  if such promissory note is not issued in the name of the Borrower or in a Noteless Loan Asset, a copy of each assignment and assumption agreement, transfer document or instrument relating to such Loan Asset evidencing the assignment of such Loan Asset from the prior third party owner thereof (if any) to the Borrower and from the Borrower either to the Collateral Agent or in blank;

(b)            to the extent applicable to the related Loan Asset, copies of the executed (i) guaranty, (ii) underlying credit or loan agreement (or similar agreement pursuant to which the related Loan has been issued or created), (iii) acquisition agreement (or similar agreement) and (iv) security agreement, mortgage or other agreement that secures the obligations represented by such Loan, in each case as set forth on the Loan Asset Checklist; and

(c)            with respect to any Loan Asset originated by the Transferor and with respect to which the Transferor acts as administrative agent (or in a comparable capacity), either (i) copies of the UCC-1 Financing Statements, if any, and any related continuation statements, each showing the Obligor as debtor and the Collateral Agent as total assignee or showing the Obligor, as debtor and the Transferor (or the applicable Affiliate) as secured party and each with evidence of filing thereon, or (ii) copies of any such financing statements certified by the Servicer to be true and complete copies thereof in instances where the original financing statements have been sent to the appropriate public filing office for filing, in each case as set forth in the Loan Asset Checklist.

“Required Reports” means, collectively, the Servicing Report required pursuant to Section 6.08(b), the Servicer’s Certificate required pursuant to Section 6.08(c), the financial statements of the Servicer required pursuant to Section 6.08(d), the tax returns of the Borrower and the Servicer required pursuant to Section 6.08(e), the financial statements and valuation reports of each Obligor required pursuant to Section 6.08(fe), the annual statements as to compliance required pursuant to Section 6.09, and the annual independent public accountant’s report required pursuant to Section 6.10.

“Responsible Officer” means, with respect to any Person, any duly authorized officer of such Person with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other duly authorized officer of such Person to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any class of membership interests of the Borrower now or hereafter outstanding, except a dividend or distribution paid solely in interests of that class of membership interests or in any junior class of membership interests of the Borrower;, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any class of membership interests of the Borrower now or hereafter outstanding, (iii)

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any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire membership interests of the Borrower now or hereafter outstanding, and (iv) any payment of management fees by the Borrower. For the avoidance of doubt, (x) payments and reimbursements due to the Servicer in accordance with this Agreement or any other Transaction Document do not constitute Restricted Junior Payments, and (y) distributions by the Borrower to holders of its membership interests of Loan Assets or of cash or other proceeds relating thereto which have been substituted by the Borrower in accordance with this Agreement shall not constitute Restricted Junior Payments.

“Retained Interest” means, with respect to any Agented Loan that is transferred to the Borrower, (i) all of the obligations, if any, of the agent(s) under the documentation evidencing such Agented Loan and (ii) the applicable portion of the interests, rights and obligations under the documentation evidencing such Agented Loan that relate to such portion(s) of the indebtedness that is owned by another lender.

“Revenue Recognition Implementation” means the implementation by an Obligor of IFRS 15/ASC 606.

“Review Criteria” has the meaning assigned to that term in Section 12.02(b)(i).

“Revolving Loan Asset” means a Loan Asset that is a line of credit or contains an unfunded commitment arising from an extension of credit to an Obligor, pursuant to the terms of which amounts borrowed may be repaid and subsequently reborrowed.

“S&P” means Standard & Poor’s Ratings Group, a Standard & Poor’s Financial Services LLC business (or its successors in interest).

“Sanction” or “Sanctions” means, individually and collectively, respectively, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of the Treasury, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order; (b) the United Nations Security Council; (c) the European Union; (d) the United Kingdom; or (e) any other governmental authorities with jurisdiction over the Borrower, the Servicer, the Transferor or any of their respective Subsidiaries.

“Sanctioned Person” means any Person that is a target of Sanctions, including without limitation, a Person that is: (a) listed on OFAC’s Specially Designated Nationals (SDN) and Blocked Persons List; (b) listed on OFAC’s Consolidated Non-SDN List; (c) a legal entity that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned Person(s); or (d) a Person that is a Sanctions target pursuant to any territorial or country-based Sanctions program.

“Scheduled Payment” means each scheduled payment of principal and/or interest required to be made by an Obligor on the related Loan Asset, as adjusted pursuant to the terms of the related Loan Agreement.

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“Secured Party” means each of the Administrative Agent, each Lender, each Lender Agent, each Affected Party, each Indemnified Party, the Collateral Custodian, the Collateral Agent, the Account Bank and each Hedge Counterparty.

“Securities Act” means the U.S. Securities Act of 1933.

“Senior Leverage Ratio” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Senior Leverage Ratio” or any comparable definition relating to first lien senior secured related (or such applicable lien or applicable level within the capital structure) indebtedness in the related Loan Agreement for each such Loan Asset, and in any case that “Senior Leverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) first lien senior secured (or such applicable lien or applicable level within the capital structure) Indebtedness to (b) EBITDA, as calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement.

“Servicer” means at any time the Person then authorized, pursuant to Section 6.01, to service, administer, and collect on the Loan Assets and exercise rights and remedies in respect of the same.

“Servicer Change of Control” shall be deemed to have occurred if Golub Capital BDC, Inc. and RGA Reinsurance Company fail possess, directly or indirectly, the power to direct the direction or the management of the Servicer, whether through voting rights, ownership rights, or by contract or otherwise.

“Servicer Pension Plan” has the meaning set forth in Section 4.03(p).

“Servicer Termination Event” means the occurrence of any one or more of the following events:

(a)            any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to bifurcation and remittance of Interest Collections and Principal Collections) or the Unfunded Exposure Account of funds received by the Borrower or the Servicer and its Affiliates on behalf of the Borrower, as required by this Agreement or any other Transaction Document which continues unremedied for a period of two Business Days; provided that in the case of a default in payment, transfer or deposit resulting solely from an administrative error or omission by the Servicer, such default continues for a period of one (1) or more Business Days after the earlier of (x) the Servicer receiving written notice or (y) the Servicer having actual knowledge, in each case, of such administrative error or omission (irrespective of whether the cause of such administrative error or omission has been determined);

(b)            any failure on the part of the Servicer duly to (i) observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including, without limitation, any delegation of the Servicer’s duties that is not permitted by Section 6.01 of this Agreement) or (ii) comply in any material respect with the Servicing Standard regarding the servicing of the Collateral Portfolio and in each case the same continues unremedied for a period of 30 days (if

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such failure can be remedied) after the earlier to occur of (x) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Collateral Agent (at the direction of the Administrative Agent) and (y) the date on which a Responsible Officer of the Servicer acquires knowledge thereof;

(c)            the failure of the Servicer to make any payment when due (after giving effect to any related grace period) under one or more agreements for borrowed money to which it is a party and for which there is recourse to the Servicer or the property of the Servicer for such debt in an aggregate amount in excess of United States $5,000,000, individually or in the aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such amount of recourse debt, whether or not waived;

(d)            a Bankruptcy Event shall occur with respect to the Servicer;

(e)            Senior Loan FundGC Advisors LLC shall assign its rights or obligations as “Servicer” hereunder to any Person without the consent of each Lender Agent and the Administrative Agent (as required in the third to last sentence of Section 11.04(a)), other than any assignment effected in connection with a transaction which meets the requirements of Section 5.04(a);

(f)            an Equityholder Change of Control shall occur;as of the last day of any fiscal quarter, GCBDC fails to maintain the Asset Coverage Ratio at greater than or equal to 1.50:1 and the same continues unremedied for a period of one fiscal quarter;

(g)            a Servicer Change of Control shall occur;as of the last day of any fiscal quarter, GCBDC fails to maintain GAAP net assets (as reflected in its quarterly or annual financial statements without any deductions) in an amount at least equal to $1,072,500,000, as increased by 65% of the net proceeds of any sales of common stock or other equity offerings (including drawings on capital commitments of equityholders) of GCBDC consummated by GCBDC after September 16, 2019;

(h)            any failure by the Servicer to deliver (i) any required Servicing Report on or before the date occurring two Business Days after the date such report is required to be deliveredmade or given, as the case may be, or (ii) any other Required Reports hereunder on or before the date occurring five Business Days after the date such report is required to be made or given, as the case may be, in each case under the terms of this Agreement;

(i)            any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which has a Material Adverse Effect and continues to be unremedied for a period of 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Collateral Agent (at the direction of the Administrative Agent) and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof;

(j)            [reserved];

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(k)            the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United States $2,500,000,7,500,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; or

(l)      the occurrence of an Event of Default; or(m)      any other event which has caused a Material Adverse Effect on the assets, liabilities, financial condition, business or operations of the Servicer or the ability of the Servicer to meet its obligations under the Transaction Documents to which it is a party.

“Servicer Termination Notice” has the meaning assigned to that term in Section 6.01(b).

“Servicer’s Certificate” has the meaning assigned to that term in Section 6.08(c).

“Servicing Fee” means the fee payable to the Servicer on each Payment Date in arrears in respect of each Remittance Period, which fee shall be equal to the product of (i) 0.50%, (ii) the arithmetic mean of the aggregate Outstanding Balance of all Eligible Loan Assets on the first day and on the last day of the related Remittance Period and (iii) the actual number of days in such Remittance Period divided by 360; provided that, in the sole discretion of the Servicer, the Servicer may, from time to time, waive all or any portion of the Servicing Fee payable on any Payment Date.

“Servicing File” means, for each Loan Asset, (a) copies of each of the Required Loan Documents and (b) any other portion of the Loan Asset File which is not part of the Required Loan Documents.

“Servicing Report” has the meaning assigned to that term in Section 6.08(b).

“Servicing Standard” means, with respect to any Loan Assets included in the Collateral Portfolio, to service and administer such Loan Assets in accordance with Applicable Law, the terms of this Agreement, the Loan Agreements and, to the extent consistent with the foregoing, (a) the higher of (i) in a manner consistent with the provisions of the Investment Advisers Act of 1940 applicable to the Servicer as an advisor to the Borrower and (ii) the same care, skill, prudence and diligence with which the Servicer services and administers loans for its own account or for the account of others and (b) with a view to maximize the value of the Loan Assets.

“Solvent” means, as to any Person at any time, having a state of affairs such that all of the following conditions are met: (a) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b) the present fair saleable value of the property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond

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such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in a business or a transaction, and does not propose to engage in a business or a transaction, for which such Person’s property assets would constitute unreasonably small capital.

“State” means one of the fifty states of the United States or the District of Columbia.

“Stated Maturity Date” means the five year anniversary of the Tenth Amendment Date or such later date as is agreed to in writing by the Borrower, the Servicer, the Administrative Agent and the Lenders pursuant to Section 2.19.

“Subsidiary” means with respect to a person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such person.

“Substitute Eligible Loan Asset” means each Eligible Loan Asset Pledged by the Borrower to the Collateral Agent, on behalf of the Secured Parties, pursuant to Section 2.07(a) or Section 2.07(c)(ii).

“Taxes” means any present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties, and additions thereto) that are imposed by any Governmental Authority.

“Tenth Amendment Date” means August 30, 2017.

“Term Loan Asset” means a Loan Asset that is a term loan that has been fully funded and does not contain any unfunded commitment arising from an extension of credit to an Obligor.

“Thirteenth Amendment Date” means September 21, 2018.

“Total Leverage Ratio” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Total Leverage Ratio” or any comparable definition in the related Loan Agreement for each such Loan Asset, and in any case that “Total Leverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) Indebtedness to (b) EBITDA, as calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement.

“Transaction Documents” means this Agreement, the Variable Funding Note(s), any Hedging Agreement, any Joinder Supplement, the Purchase and Sale Agreement, the Collection Account Agreement, the Unfunded Exposure Account Agreement, the Wells Fargo Fee Letter, each Lender Fee Letter and each document, instrument or agreement related to any of the foregoing.

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“Transferee Letter” has the meaning assigned to that term in Section 11.04(a).

“Transferor” means Senior Loan Fund LLC, in its capacity as the Transferor hereunder and as the seller under the Purchase and Sale Agreement, together with its successors and assigns in such capacity.

“Transferor Agented Required Loan Documents” means, for each Loan Asset, the documents set forth in clause (c) of the definition of “Required Loan Documents”.

“UCC” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

“Underlying Collateral” means, with respect to a Loan Asset, any property or other assets designated and pledged or mortgaged as collateral to secure repayment of such Loan Asset, as applicable, including, without limitation, mortgaged property and/or a pledge of the stock, membership or other ownership interests in the related Obligor and all proceeds from any sale or other disposition of such property or other assets.

“Unfunded Capital Commitment” means, with respect to any member of Senior Loan Fund LLC, that portion of the Capital Commitment of such Person which is still available to be called (i.e., the unfunded Capital Commitment of such member, minus the sum of any amounts as to the payment of which such Person is excused, as a result of regulatory concerns or otherwise, or is otherwise discharged (by act of any Person, by operation of law, or otherwise), minus that portion of the proceeds of any pending capital calls that are not allocated to be contributed to the Borrower or to be used to pay an obligation of the Borrower arising from or related to the transactions contemplated by this Agreement).

“Unfunded Exposure Account” means a trust account (account number 46486707 at the Account Bank) in the name of the Collateral Agent and under the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties; provided, that the funds deposited therein (including any interest and earnings thereon) from time to time shall constitute the property and assets of the Borrower and the Borrower shall be solely liable for any Taxes payable with respect to the Unfunded Exposure Account.

“Unfunded Exposure Account Agreement” means that certain Unfunded Exposure Account Agreement, dated the date of this Agreement, among the Borrower, the Servicer, the Account Bank, the Administrative Agent, and the Collateral Agent, which agreement relates to the Unfunded Exposure Account, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.

“Unfunded Exposure Amount” means, as of any date of determination, with respect to an Eligible Loan Asset, an amount equal to the aggregate amount of all unfunded commitments associated with such Eligible Loan Asset.

“Unfunded Exposure Amount Shortfall” has the meaning assigned to that term in Section 2.02(f).

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“Unfunded Exposure Equity Amount” means, on any date of determination, an amount equal to:

(i)            for all Eligible Loan Assets which have any unfunded commitments, the aggregate sum of the products of (a) the Unfunded Exposure Amount for each such Eligible Loan Asset multiplied by (b) the difference of (x) 100% minus (y) the Applicable Percentage for each such Eligible Loan Asset;

plus

(ii)            for all Eligible Loan Assets which have any unfunded commitments, the aggregate sum of the products of (a) (x) 100% minus the Assigned Value for each such Eligible Loan Asset multiplied by (y) the Unfunded Exposure Amount of each such Eligible Loan Asset multiplied by (b) the Applicable Percentage for each such Eligible Loan Asset.

“United States” means the United States of America.

“Unmatured Event of Default” means any event that, if it continues uncured, will, with lapse of time, notice or lapse of time and notice, constitute an Event of Default.

“Unused Portion” has the meaning assigned to that term in Section 2.09(a).

“Value Adjustment Event” means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

(i)            (x) the Interest Coverage Ratio for any Relevant Test Period with respect to such Loan Asset is (i) less than 1.50x and (ii) less than or equal to 85% of the Interest Coverage Ratio with respect to such Loan Asset as calculated on the applicable Cut-Off Date (or, in the case of Loan Assets approved by the Administrative Agent prior to the Closing Date, as set forth on the Approval Notice for such Loan Assets) or (y) the Senior Leverage Ratio for any Relevant Test Period of the related Obligor with respect to such Loan Asset (I) is more than 0.50x higher than such Senior Leverage Ratio as calculated on the applicable Cut-Off Date (or, in the case of Loan Assets approved by the Administrative Agent prior to the Closing Date, as set forth on the Approval Notice for such Loan Assets) and (II) is more than 3.50x; provided that in connection with any Revenue Recognition Implementation or any Operating Lease Implementation, the Administrative Agent (with the consent of the Servicer (such consent not to be unreasonably withheld, delayed or conditioned)) may retroactively adjust the Senior Leverage Ratio or Interest Coverage Ratio for any Loan Asset as determined on the applicable Cut-Off Date;

(ii)            an Obligor payment default with respect to principal or interest under such Loan Asset (after giving effect to any grace and/or cure period set forth in the Loan Agreement, but not to exceed five Business Days) (including in respect of the acceleration of the debt under the applicable Loan Agreement);

(iii)            a payment default as to all or any portion of one or more payments of principal or interest has occurred in relation to any other senior or pari passu obligation for borrowed money of the related Obligor (after giving effect to any grace and/or cure period set forth in the Loan Agreement, but not to exceed five Business Days);

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(iv)            a Bankruptcy Event with respect to the related Obligor;

(v)            the failure to deliver a “loan level” financial reporting package no later than 60 days after the end of each quarter or 120 days after the end of each fiscal year (unless waived or otherwise agreed to by the Administrative Agent in its sole discretion); or

(vi)            the occurrence of a Material Modification with respect to such Loan Asset.

“Variable Funding Note” has the meaning assigned to such term in Section 2.01(a).

“Warranty Amount” means, on any date of determination, an amount equal to the positive difference, if any, of the aggregate unpaid Repurchase Price of all Warranty Loan Assets less the Excess Availability. For the avoidance of doubt, the aggregate “Warranty Amount” shall be reduced to the extent of any payments made pursuant to Section 2.04(a)(vi)(a) and in the event that the Repurchase Price of a Warranty Loan Asset included in the “Warranty Amount” calculation is subsequently paid by the Borrower.

“Warranty Event” means, as to any Loan Asset, the discovery that, as of the related Cut-Off Date, such Loan Asset did not satisfy the definition of “Eligible Loan Asset” and the failure of the Borrower to cure such breach, or cause the same to be cured, within 10 days after the earlier to occur of the Borrower’s receipt of notice thereof from the Administrative Agent or the Borrower becoming aware thereof.

“Warranty Loan Asset” means any Loan Asset with respect to which a Warranty Event has occurred.

“Wells Fargo” shall mean Wells Fargo Bank, N.A., and its successors and assigns.

“Wells Fargo Fee Letter” means the Wells Fargo Fee Letter, dated as of the Closing Date, between the Collateral Agent, the Collateral Custodian, the Account Bank, the Borrower and the Administrative Agent, as such letter may be amended, modified, supplemented, restated or replaced from time to time.

“Yield” means with respect to any Remittance Period, the sum for each day in such Remittance Period determined in accordance with the following formula:

YR x L
D

where: YR = the Yield Rate applicable on such day;

L = the Advances Outstanding on such day; and

D = 360 days or, to the extent the Yield Rate is the Alternative Rate, 365 or 366 days, as applicable;

provided that (i) no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by Applicable Law and (ii) Yield shall not be

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considered paid by any distribution if at any time such distribution is later required to be rescinded by any Lender to the Borrower or any other Person for any reason including, without limitation, such distribution becoming void or otherwise avoidable under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code.

“Yield Rate” means, as of any date of determination, an interest rate per annum equal to LIBOR for such date plus the Applicable Spread; provided that if a Lender Agent shall have notified the Administrative Agent that a Eurodollar Disruption Event has occurred, the Yield Rate shall be equal to the Alternative Rate plus the Applicable Spread until such Lender Agent shall have notified the Administrative Agent that such Eurodollar Disruption Event has ceased, at which time the Yield Rate shall again be equal to LIBOR for such date plus the Applicable Spread.

Section 1.02      Other Terms.

All accounting terms used but not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and used but not specifically defined herein, are used herein as defined in such Article 9.

Section 1.03      Computation of Time Periods.

Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

Section 1.04      Interpretation.

In each Transaction Document, unless a contrary intention appears:

(a)            the singular number includes the plural number and vice versa;

(b)            reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Transaction Documents;

(c)            reference to any gender includes each other gender;

(d)            reference to day or days without further qualification means calendar days;

(e)            reference to any time means New York, New York time (unless expressly specified otherwise);

(f)            reference to the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(g)            the word “any” is not limiting and means “any and all” unless the context clearly requires or the language provides otherwise;

(h)            reference to any agreement (including any Transaction Document), document or instrument means such agreement, document or instrument as amended, modified, waived, supplemented, restated or replaced and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of the other Transaction Documents, and reference to any promissory note includes any promissory note that is an extension or renewal thereof or a substitute or replacement therefor; and

(i)            reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any Section or other provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision.

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(j)            reference to any delivery or transfer to the Collateral Agent with respect to the Collateral Portfolio means delivery or transfer to the Collateral Agent on behalf of the Secured Parties;

(k)            if any date for compliance with the terms or conditions of any Transaction Document falls due on a day which is not a Business Day, then such due date shall be deemed to be the immediately following Business Day;

(l)            reference to the date of any acquisition or disposition of any asset in the Collateral Portfolio, or the date on which any such asset is added to or removed from the Collateral Portfolio shall mean the related “settlement date” and not the related “trade date”;

(m)            for purposes of this Agreement, an Event of Default or a Servicer Termination Event shall be deemed to be continuing until (x) solely with respect to any Event of Default or Servicer Termination Event arising solely as a result of the failure of any representation, warranty or certification related to such Loan Asset being an Eligible Loan Asset, such Loan Asset is sold in accordance with the terms of this Agreement or (y) it is waived in accordance with Section 7.01;

(n)            unless otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement or any Loan Agreement, the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant to preserve the original intent in light of such change; provided, that, until so amended, (i) such covenant shall continue to be computed in accordance with the application of generally accepted accounting principles prior to such change and (ii) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant made before and after giving effect to such change in generally accepted accounting principles; and

(o)            other than as set forth herein, references herein to the knowledge or actual knowledge of a Person shall mean, unless otherwise explicitly provided, reference to the actual knowledge following due inquiry of a responsible officer of such Person.

Section 1.05         Nature of Obligations. The parties hereto intend the Advances made hereunder to be a “loan” and not a “security” for purposes of Section 8-102(15) of the UCC.

ARTICLE II.

THE FACILITY

Section 2.01         Variable Funding Note and Advances.

(a)          Variable Funding Note. The Borrower shall, on the date hereof (and on the terms and subject to the conditions hereinafter set forth), deliver, to each Lender Agent, at the address set forth in Section 11.02 of this Agreement, and on the effective date of any Joinder Supplement, to each additional Lender Agent, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note (as amended, modified, supplemented or restated from time to time, the “Variable Funding Note”), in substantially the form of Exhibit G, in an aggregate face amount equal to the applicable Lender’s Commitment as of the date hereof or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Interest

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shall accrue on the Variable Funding Note, and the Variable Funding Note shall be payable, as described herein.

(b)            Advances. On the terms and conditions hereinafter set forth, from time to time from the Closing Date until the end of the Reinvestment Period, the Borrower may request that the Lenders make Advances under the Variable Funding Notes, secured by the Collateral Portfolio, (x) to the Borrower for the purpose of purchasing Eligible Loan Assets or (y) to the Unfunded Exposure Account in an amount up to the Aggregate Unfunded Exposure Amount. Other than pursuant to Section 2.02(f), under no circumstances shall any Lender be required to make any Advance if after giving effect to such Advance and the addition to the Collateral Portfolio of the Eligible Loan Assets being acquired by the Borrower using the proceeds of such Advance, (i) an Event of Default has occurred or would result therefrom or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. Notwithstanding anything to the contrary herein, no Lender shall be obligated to provide the Borrower (or to the Unfunded Exposure Account, if applicable) with aggregate funds in connection with an Advance that would exceed such Lender’s unused Commitment then in effect.

(c)            Notations on Variable Funding Note. Each Lender Agent is hereby authorized to enter on a schedule attached to the Variable Funding Note with respect to each Conduit Lender and each Institutional Lender a notation (which may be computer generated) with respect to each Advance under the Variable Funding Note made by the applicable Lender of: (i) the date and principal amount thereof, and (ii) each repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of any Lender Agent to make any such notation on the schedule attached to any Variable Funding Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances as set forth herein.

(d)            Each of the Lenders and the Borrower hereby represents and warrants that they intend the Advances made hereunder to constitute “loans” and not “securities” for purposes of Section 8-102(15) of the UCC.

Section 2.02      Procedure for Advances.

(a)            During the Reinvestment Period, the Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.

(b)            Each Advance shall be made on irrevocable written notice from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 2:00 p.m. on the proposed date of such Advance and, if not delivered by such time, shall be deemed to have been received on the following Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof) and the current Loan Tape, and shall specify:

(i)            the aggregate amount of such Advance; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;

(ii)            the proposed date of such Advance, which shall be a Business Day;

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(iii)            a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied;

(iv)            the amount of cash that will be funded into the Unfunded Exposure Account in connection with any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and

(v)            whether such Advance should be remitted to the Borrower or the Unfunded Exposure Account.

On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Borrower, either (i) make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.

(c)            The Advances shall bear interest at the Yield Rate. All Advances and all interest thereon shall be due and payable in full on the Facility Maturity Date.

(d)            Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Reinvestment Period.

(e)            A determination by any Institutional Lender or Liquidity Bank of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.

(f)            Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default (other than the occurrence of a Bankruptcy Event with respect to the Borrower) or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default or on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default related to a Bankruptcy Event with respect to the Borrower.

(g)            The obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.

Section 2.03      Determination of Yield. Each applicable Lender Agent shall determine the Yield for its portion of the Advances (including unpaid Yield related thereto, if any, due and

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payable on a prior Payment Date) to be paid by the Borrower on each Payment Date for the related Remittance Period and shall advise the Servicer thereof on or prior to the third Business Day prior to such Payment Date.

Section 2.04      Remittance Procedures.

The Servicer shall instruct the Collateral Agent by delivery of the Servicing Report and, if the Servicer fails to do so, the Administrative Agent may instruct the Collateral Agent, to apply funds on deposit in the Controlled Accounts as described in this Section 2.04; provided that, at any time after the occurrence of an Event of Default, the Administrative Agent may instruct the Collateral Agent to apply funds on deposit in the Controlled Accounts as described in this Section 2.04.

(a)            Interest Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) transfer Interest Collections held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:

(i)            pari passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Fees and Collateral Agent Expenses, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Fees and Collateral Custodian Expenses and (c) the Account Bank, in payment in full of all accrued fees and expenses due under the Wells Fargo Fee Letter; provided that amounts payable with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank pursuant to this clause (i) (and Section 2.04(b)(i) and (c)(i), if applicable) shall not, collectively, exceed $50,000 for any 12-month period;

(ii)            to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; provided that, on any Payment Date whereby the Servicer elects to waive payment of the Servicing Fee, the Servicer may be reimbursed for any reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; provided further that amounts payable in respect of any costs and expenses pursuant to this clause (ii) (and Section 2.04(b)(i) and (c)(ii), if applicable) shall not, collectively, exceed $50,000 for any 12-month period;

(iii)            to the Hedge Counterparty, any amounts (other than any Hedge Breakage Costs) owing to that Hedge Counterparty under its Hedging Agreement in respect of any Hedge Transaction(s);

(iv)            pro rata, in accordance with the amounts due under this clause, to each Lender Agent, for the account of the applicable Lender, all Yield and the Non-Usage Fee that are accrued and unpaid as of the last day of the related Remittance Period;

(v)            pro rata, to each Lender Agent (for the account of the applicable Lender) and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents;

(vi)            (a) after the end of the Reinvestment Period, to reduce the Advances Outstanding to the extent of any outstanding Warranty Amount and (b) to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency;

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(vii)            to pay the Advances Outstanding, together with any applicable Make-Whole Premium, in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b);

(viii)            pari passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to the extent not previously paid, and (c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid;

(ix)            to the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under its Hedging Agreement;

(x)            to pay any other amounts due (other than with respect to the repayment of Advances Outstanding) under this Agreement and the other Transaction Documents;

(xi)            to the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; and

(xii)            to the Borrower, any remaining amounts.

(b)            Principal Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) transfer Principal Collections held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:

(i)            to pay amounts due under Section 2.04(a)(i) through (v), to the extent not paid thereunder;

(ii)            (x) prior to the end of the Reinvestment Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Reinvestment Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;

(iii)            (w) prior to the end of the Reinvestment Period, to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency; (x) after the end of the Reinvestment Period, if the Principal Sharing Condition is satisfied, 85.0% of the remaining Available Collections on deposit in the Principal Collection Account shall be distributed to the Lenders to reduce the Advances Outstanding; (y) after the end of the Reinvestment Period, if the Principal Sharing Condition is satisfied, 15.0% of the remaining Available Collections on deposit in the Principal Collection Account shall be distributed to the Borrower (or at the direction of the Borrower); or (z) after the end of the Reinvestment Period if the Principal Sharing Condition is not satisfied, to pay the Advances Outstanding, and any applicable Make-Whole Premium, until paid in full;

(iv)            pari passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to the extent

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not previously paid, and (c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid;

(v)            to the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under its Hedging Agreement, to the extent not paid;

(vi)            to pay any other amounts due under this Agreement and the other Transaction Documents;

(vii)            to the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; and

(viii)            to the Borrower, any remaining amounts.

Notwithstanding the foregoing, so long as no Unmatured Event of Default or Event of Default has occurred and is continuing or would result, on any Business Day other than a Payment Date, the Borrower may direct the Collateral Agent to apply any amounts on deposit in the Principal Collection Account in accordance with Section 2.04(b)(iii)(w), (b)(iii)(x) and (b)(iii)(y) above, so long as (a) the Principal Sharing Condition is satisfied and (b) an amount at least equal to the amount required to make the payments required by Sections 2.04(b)(i) and (b)(ii) on the next Payment Date remains in the Collection Account after such application, as evidenced by the delivery of a Notice of Reduction (which notice shall include a Borrowing Base Certificate) in accordance with Section 2.18(a).

(c)            Transfers Upon the occurrence of an Event of Default. If the Borrower or the Administrative Agent has become aware that an Event of Default has occurred or, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Payment Date thereafter, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:

(i)            pari passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Fees and Collateral Agent Expenses, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Fees and Collateral Custodian Expenses and (c) the Account Bank, in payment in full of all accrued fees and expenses due under the Wells Fargo Fee Letter; provided that amounts payable with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank pursuant to this clause (i) (and Section 2.04(a)(i) and (b)(i), if applicable) shall not, collectively, exceed $50,000 for any 12-month period;

(ii)            to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; provided that, on any Payment Date whereby the Servicer elects to waive payment of the Servicing Fee, the Servicer may be reimbursed for any reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; provided further that amounts payable in respect of any costs and expenses pursuant to this clause (ii) (and Section 2.04(a)(ii) and (b)(i), if applicable) shall not, collectively, exceed $50,000 for any 12-month period;

(iii)            to the Hedge Counterparty, any amounts (other than any Hedge Breakage Costs) owing to that Hedge Counterparty under its Hedging Agreement in respect of any Hedge Transaction(s);

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(iv)            pro rata, in accordance with the amounts due under this clause, to each Lender Agent, for the account of the applicable Lender, all Yield and the Non-Usage Fee that is accrued and unpaid as of the last day of the related Remittance Period;

(v)            pro rata, to each Lender Agent (for the account of the applicable Lender) and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents;

(vi)            to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;

(vii)            to pay the Advances Outstanding and any applicable Make-Whole Premium, until paid in full;

(viii)            pari passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to the extent not previously paid and (c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid;

(ix)            to the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under its Hedging Agreement;

(x)            to pay any other amounts due under this Agreement and the other Transaction Documents;

(xi)            to the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; and

(xii)            to the Borrower, any remaining amounts.

(d)            Unfunded Exposure Account. As of any date of determination, funds on deposit in the Unfunded Exposure Account may be withdrawn to fund draw requests of the relevant Obligors under any Revolving Loan Asset or Delayed Draw Loan Asset; provided that, prior to the occurrence of an Event of Default, the amount withdrawn to fund such draw request shall not create any Borrowing Base Deficiency. Any such draw request made by an Obligor, along with wiring instructions for the applicable Obligor, shall be forwarded by the Borrower or the Servicer to the Collateral Agent (with a copy to the Administrative Agent and each Lender Agent) in the form of a Disbursement Request, and the Collateral Agent shall instruct the Account Bank to fund such draw request in accordance with the Disbursement Request. As of any date of determination, the Servicer (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) may cause any amounts on deposit in the Unfunded Exposure Account that exceed (i) the aggregate of all Unfunded Exposure Equity Amounts prior to the end of the Reinvestment Period and (ii) the Aggregate Unfunded Exposure Amount, in each case, to be deposited into the Principal Collection Account as Principal Collections.

(e)            Insufficiency of Funds. For the sake of clarity, the parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents.

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Section 2.05     Instructions to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account Bank by the Servicer, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-mail), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Section 2.04. The Servicer and the Borrower shall immediately transmit to the Administrative Agent by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to Section 2.04. The Administrative Agent shall promptly transmit to the Servicer and the Borrower by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent pursuant to Section 2.04. If either the Administrative Agent or Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Servicer under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer and the Collateral Agent in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two Business Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer or the Borrower which conflict with any instructions received from the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, shall rely on and follow the instructions given by the Administrative Agent.

Section 2.06     Borrowing Base Deficiency Payments.

(a)      If, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower shall, within five Business Days from the earlier of (x) the date of the Borrower or the Transferor acquiring knowledge of such failure and (y) the date of the Borrower or the Transferor receives written notice of such failure from the Administrative Agent eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency: (i) deposit cash in United States dollars into the Principal Collection Account, (ii) repay Advances Outstanding (together with any Breakage Fees, Hedge Breakage Costs and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) to the extent such sales, in conjunction with other actions, eliminate such Borrowing Base Deficiency, sell Loan Assets in accordance with Section 2.07, (iv) subject to the approval of the Administrative Agent, in its sole discretion, Pledge additional Eligible Loan Assets and/or (v) request that the Assigned Value of any Loan Asset be re-evaluated by the Administrative Agent in its sole discretion and any such revaluation is sufficient to cure the Borrowing Base Deficiency; provided, that if the Borrower requests to Pledge another Eligible Loan Asset within five Business Days of such Borrowing Base Deficiency and the Administrative Agent does not either reject such Loan Asset or approve such Loan Asset within five Business Days of the Borrower’s request to Pledge such Loan Asset, then the Administrative Agent may, in its sole discretion, elect in writing to extend the five Business Day grace period set forth in this Section 2.06 for up to seven Business Days.

(b)      No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a) the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian), notice of such repayment or Pledge

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and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Tape. Failure to deliver any such notice shall not affect the cure of the Borrowing Base Deficiency made pursuant to Section 2.06(a).

(c)      Notwithstanding anything in this Agreement to the contrary, (i) the failure of any representation or covenant that a Loan Asset is an Eligible Loan Asset and all failures arising therefrom shall be cured by compliance with the Borrower with the terms of this Section 2.06 and (ii) any untrue statement contained in any certification, statement or other document shall be deemed cured as of the date of such untrue statement upon delivery (within the applicable timeframe set forth in the applicable provision herein pursuant to which such certification, statement or other document was required to be delivered) by the Borrower or the Servicer of a certification, statement or document wherein the same subject matter is not untrue; provided that no default hereunder (other than a breach of any representation or covenant resulting from such untrue statement) can be cured pursuant to this clause (c); provided, further, that the delivery of any updated certification, statement or other document shall not cure any underlying Borrowing Base Deficiency unless the Borrower has otherwise complied with the terms of this Section 2.06.

Section 2.07     Substitution and Sale of Loan Assets; Affiliate Transactions.

(a)      Substitutions. The Borrower may, with the consent of the Administrative Agent in its sole discretion, replace any Loan Asset with an Eligible Loan Asset so long as (i) no event has occurred, or would result from such substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such substitution, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency and (ii) simultaneously therewith, the Borrower Pledges (in accordance with all of the terms and provisions contained herein) a Substitute Eligible Loan Asset.

(b)      Discretionary Sales. The Borrower shall be permitted to sell Loan Assets to Persons other than the Transferor or its Affiliates from time to time; provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof and (ii) no event has occurred, or would result from such sale, which constitutes an Event of Default, no event has occurred and is continuing, or would result from such sale, which constitutes an Unmatured Event of Default and before and after giving effect to such sale no Borrowing Base Deficiency shall exist (unless such requirements are waived by the Administrative Agent in its sole discretion or, with respect to sales effected pursuant to Section 2.06(a)(iii), such sales, in conjunction with other actions, are sufficient to eliminate such Borrowing Base Deficiency).

(c)      Repurchase or Substitution of Warranty Loan Assets. If on any day a Loan Asset is (or becomes) a Warranty Loan Asset, no later than 10 Business Days following the earlier of knowledge by the Borrower of such Loan Asset becoming a Warranty Loan Asset or receipt by the Borrower from the Administrative Agent or the Servicer of written notice thereof, the Borrower shall either:

(i)            make a deposit to the Collection Account (for allocation pursuant to Section 2.04) in immediately available funds in an amount equal to the sum of (x) the Purchase Price multiplied by the Outstanding Balance of such Loan Asset, (y) all Hedge Breakage Costs arising as a result thereof and owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the

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terms of any Hedging Agreement and (z) any expenses or fees with respect to such Loan Asset and costs and damages incurred by the Administrative Agent or by any Lender in connection with any violation by such Loan Asset of any predatory or abusive lending law which is an Applicable Law (a notification regarding the amount of such expenses or fees to be provided by the Administrative Agent to the Borrower) (the “Repurchase Price”); provided that the Administrative Agent shall have the right to determine whether the amount so deposited is sufficient to satisfy the foregoing requirements; or

(ii)            with the prior written consent of the Administrative Agent, in its sole discretion, substitute for such Warranty Loan Asset a Substitute Eligible Loan Asset; provided that, if the Borrower notifies the Administrative Agent no later than 10 Business Days following the earlier of knowledge by the Borrower of such Loan Asset becoming a Warranty Loan Asset or receipt by the Borrower from the Administrative Agent or the Servicer of written notice thereof, that it is incapable of either paying the Repurchase Price of such Warranty Loan Asset or finding a suitable Substitute Eligible Loan Asset, then such Warranty Loan Asset shall remain in the Collateral Portfolio (with an Assigned Value of zero) until (i) the Administrative Agent directs the Borrower to dividend such Warranty Loan Asset to the Transferor or (ii) the Borrower deposits the Repurchase Price of such Warranty Loan Asset into the Collection Account or replaces such Warranty Loan Asset with a Substitute Eligible Loan Asset. For the avoidance of doubt, (x) the inability of the Borrower to pay the Repurchase Price or replace a Warranty Loan Asset with a Substitute Eligible Loan Asset shall not be an Event of Default in and of itself (however, such an event may trigger an Event of Default otherwise listed in Section 7.01(h)) and (y) to the extent that the Borrower receives any amounts with respect to the Repurchase Price of any Warranty Loan Asset under the Purchase and Sale Agreement, either at the time any Loan Asset becomes a Warranty Loan Asset or at any time thereafter, the Borrower shall deposit all such amounts received into the Collection Account.

Upon confirmation of the deposit of the Repurchase Price into the Collection Account, the delivery by the Borrower of a Substitute Eligible Loan Asset for each Warranty Loan Asset or upon the direction of the Administrative Agent to the Borrower to dividend a Warranty Loan Asset to the Transferor (the date of such confirmation, delivery or direction, the “Release Date”), such Warranty Loan Asset and related Portfolio Assets shall be removed from the Collateral Portfolio and, as applicable, the Substitute Eligible Loan Asset and related Portfolio Assets shall be included in the Collateral Portfolio. On the Release Date of each Warranty Loan Asset, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release to the Borrower, without recourse, representation or warranty, all the right, title and interest and any Lien of the Collateral Agent, for the benefit of the Secured Parties in, to and under the Warranty Loan Asset and any related Portfolio Assets and all future monies due or to become due with respect thereto.

(d)      Conditions to Sales, Substitutions and Repurchases. Any sales, substitutions or repurchases effected pursuant to Sections 2.07(a), (b), or (c) shall be subject to the satisfaction of the following conditions (it being understood that a Borrowing Base Deficiency may be continuing in connection with any sale effected pursuant to Section 2.06(a)(iii) so long as such sales, collectively with other actions, are sufficient to eliminate such Borrowing Base Deficiency) (as certified in writing to the Administrative Agent and Collateral Agent by the Borrower):

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(i)            the Borrower shall deliver a Borrowing Base Certificate and current Loan Tape to the Administrative Agent in connection with such sale, substitution or repurchase;

(ii)           the Borrower shall deliver a list of all Loan Assets to be sold, substituted, or repurchased;

(iii)          no selection procedures adverse to the interests of the Administrative Agent, the Lender Agents or the Lenders were utilized by the Borrower in the selection of the Loan Assets to be sold, repurchased or substituted;

(iv)          the Borrower shall give one Business Day’s notice of such sale, substitution or repurchase to the Administrative Agent and the Collateral Agent;

(v)           the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any sale, substitution or repurchase;

(vi)          the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be true and correct in all respects, except to the extent relating to an earlier date;

(vii)         any repayment of Advances Outstanding in connection with any sale, substitution or repurchase of Loan Assets hereunder shall comply with the requirements set forth in Section 2.18;

(viii)        the Borrower and the Servicer (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent, each Lender, each Lender Agent, the Collateral Agent and the Collateral Custodian in connection with any such sale, substitution or repurchase (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent on behalf of the Secured Parties in the Loan Asset in connection with such sale, substitution or repurchase);

(ix)           if the Principal Sharing Condition is satisfied at the time of any sale, the Administrative Agent has given its prior written consent if such sale is for a price less than par; and

(x)            the Borrower shall pay any Hedge Breakage Costs arising as a result of such sale, substitution or repurchase and owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, if applicable, as required by the terms of any Hedging Agreement.

(e)      Affiliate Transactions. Notwithstanding anything to the contrary set forth herein or in any other Transaction Document, the Transferor (and Affiliates thereof) shall not reacquire from the Borrower and the Borrower shall not transfer to the Transferor or to Affiliates of the Transferor, and none of the Transferor nor any Affiliates thereof will have a right or ability to purchase, the Loan Assets of the Borrower without the prior written consent of the Administrative Agent other than with respect to sales pursuant to Section 2.06(a)(iii) if such sale is for a price less than the Assigned Value of such Loan Asset, and any such transactions shall be at arm’s-length and for fair market value, except in the case of repurchases of Loan Assets by the Transferor pursuant to Section 6.1 of the Purchase and Sale Agreement or substitutions of Loan Assets pursuant to Section 6.2 of the Purchase and Sale Agreement.

(f)       Limitations on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) sold, substituted or released in a Lien Release Dividend pursuant to this Section 2.07 to the Transferor or an Affiliate thereof shall not exceed 20% of the Net Purchased Loan Balance and (ii) the Outstanding Balance of all Defaulted Loan

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Assets (other than Warranty Loan Assets) sold pursuant to Section 2.07(e) to the Transferor or an Affiliate, substituted pursuant to Section 2.07(a) or released pursuant to a Lien Release Dividend pursuant to Section 2.07(g) shall not exceed 10% of the Net Purchased Loan Balance; provided that any Loan Asset sold to a special purpose entity owned directly or indirectly by Golub Capital BDC, Inc.GCBDC, including any collateralized loan obligation entity for which any such entity (collectively or on an individual basis) owns, directly or indirectly, the subordinated notes or other “equity” tranche shall be excluded from the numerator in the foregoing thresholds set forth in clauses (i) and (ii) so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940). For the avoidance of doubt, the 10% threshold set forth in this paragraph shall be a sub-limit of the 20% threshold set forth in the first paragraph of this clause (f).

(g)      Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, so long as no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor Loan Assets that were sold by the Transferor to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian):

(i)            The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days’ prior written notice requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit H hereto (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that, if the Administrative Agent shall not have responded to the Notice and Request for Consent by 11:00 a.m. on the day that is one Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent;

(ii)           On any Lien Release Dividend Date, no more than four Lien Release Dividends shall have been made during the 12-month period immediately preceding the proposed Lien Release Dividend Date;

(iii)          After giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, (D) no claim shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Required Loan Documents and (E) there shall have been no material adverse change as to the Servicer or the Borrower;

(iv)          Such Lien Release Dividend must be in compliance with Applicable Law and may not (A) be made with the intent to hinder, delay or defraud any creditor of the Borrower or (B) leave the Borrower, immediately after giving effect to the Lien Release Dividend, (x) not Solvent, (y) with insufficient funds to pay its obligations as and when they become due or (z) with inadequate capital for its present and anticipated business and transactions;

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(v)           On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend;

(vi)          A portion of a Loan Asset may be transferred pursuant to a Lien Release Dividend; provided that (A) such transfer does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian;

(vii)         Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon;

(viii)        The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) and a current Loan Tape to the Administrative Agent;

(ix)           The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and

(x)            The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable legal fees and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets in connection with such Lien Release Dividend).

Section 2.08     Payments and Computations, Etc.

(a)      All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 1:00 p.m. on the day when due in lawful money of the United States in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 4.0% per annum above the Yield Rate, payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender

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to the Borrower or any other Person for any reason. All computations of Yield and other fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed, other than calculations with respect to the Alternative Rate, which shall be based on a year consisting of 365 or 366 days, as applicable.

(b)      Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be.

(c)      If any Advance requested by the Borrower and approved by the Lender Agents and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto, including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Section 2.09     Non-Usage Fee. The Borrower shall pay in accordance with Section 2.04, pro rata to each Lender (either directly or through the applicable Lender Agent), a non-usage fee (the “Non-Usage Fee”) payable in arrears for each Remittance Period, equal to the sum of the products for each day during both the Reinvestment Period and such Remittance Period of (i) one divided by 360, (ii) the applicable Non-Usage Fee Rate (as defined below), and (iii) the aggregate Commitments minus the Advances Outstanding on such day (such amount, the “Unused Portion”). The Non-Usage Fee Rate (the “Non-Usage Fee Rate”) shall be equal to 0.50% per annum on any Unused Portion up to or equal to $90,000,000 and 2.00% on any Unused Portion in excess of $90,000,000.

Section 2.10     Increased Costs; Capital Adequacy.

(a)      If, due to either (i) the introduction of or any change following the Closing Date (including, without limitation, any change by way of imposition or increase of reserve or liquidity requirements) in or in the interpretation, administration or application following the Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay

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to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments on the immediately following Payment Date pursuant to Section 2.04; provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

(b)      If either (i) the introduction of or any change following the Closing Date in or in the interpretation, administration or application following the Closing Date of any law, guideline, rule or regulation, directive or request or (ii) the compliance by any Affected Party with any law, guideline, rule, regulation, directive or request following the Closing Date, from any central bank, any Governmental Authority or agency, including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy or liquidity, has or would have the effect of reducing the rate of return on the capital of any Affected Party, as a consequence of its obligations hereunder or any related document or arising in connection herewith or therewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy), by an amount deemed by such Affected Party to be material, then, from time to time, after demand by such Affected Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrower shall pay the Administrative Agent on behalf of such Affected Party such additional amounts as will compensate such Affected Party for such reduction on the immediately following Payment Date pursuant to Section 2.04. For the avoidance of doubt, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.10, regardless of the date enacted, adopted or issued.

(c)      If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.10, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party on the immediately following Payment Date pursuant to Section 2.04 such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts payable or paid by it.

(d)      In determining any amount provided for in this Section 2.10, the Affected Party may use any reasonable averaging and attribution methods. The Administrative Agent, on behalf of any Affected Party making a claim under this Section 2.10, shall submit to the Borrower a certificate setting forth in reasonable detail the basis for and the computations of such additional or increased costs, which certificate shall be conclusive absent manifest error.

(e)      Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation; provided that the Borrower shall not be required to compensate such Affected Party pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Affected Party notifies the Borrower of any change set forth in clauses (a) and (b) above giving rise to such increased costs or reductions

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and of such Affected Party’s intention to claim compensation therefor (except that, if such change giving rise to such increased costs or reductions is retroactive, then the nine month period referred to above shall be extended to include the period of retroactive effect thereof).

(f)       If at any time the Borrower shall be liable for the payment of any additional amounts in accordance with this Section 2.10, then the Borrower shall have the option to terminate this Agreement (in accordance with the provisions of Section 2.18(b) but without the payment of any Make-Whole Premium); provided that such option to terminate shall in no event relieve the Borrower of paying any amounts owing pursuant to this Section 2.10 in accordance with the terms hereof.

Section 2.11     Taxes.

(a)      All payments made by an Obligor in respect of a Loan Asset and all payments made by the Borrower or made by the Servicer on behalf of the Borrower under this Agreement will be made free and clear of and without deduction or withholding for or on account of any Taxes. If any Taxes are required to be withheld from any amounts payable to any Indemnified Party, then the amount payable to such Person will be increased (the amount of such increase, the “Additional Amount”) such that every net payment made under this Agreement after withholding for or on account of any Taxes (including, without limitation, any Taxes on such increase) is not less than the amount that would have been paid had no such deduction or withholding been made. The foregoing obligation to pay Additional Amounts with respect to payments required to be made by the Borrower or Servicer under this Agreement will not, however, apply with respect to (i) Taxes imposed on or measured by net income or franchise Taxes imposed on any Indemnified Party by a taxing jurisdiction in which any such Person is organized, conducts business or is paying Taxes (as the case may be) and (ii) any U.S. federal withholding Taxes imposed under FATCA (“Excluded Taxes”).

(b)      The Borrower will indemnify, from funds available to it pursuant to Section 2.04 (and to the extent the funds available for indemnification provided by the Borrower is insufficient the Servicer, on behalf of the Borrower, will indemnify) each Indemnified Party for the full amount of Taxes payable by such Person in respect of Additional Amounts and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. All payments in respect of this indemnification shall be made within 10 days from the date a written invoice therefor is delivered to the Borrower.

(c)      Within 30 days after the date of any payment by the Borrower or by the Servicer on behalf of the Borrower of any Taxes, the Borrower or the Servicer, as applicable, will furnish to the Administrative Agent and the Lender Agents appropriate evidence of payment thereof.

(d)      If any assignee of a Lender is not created or organized under the laws of the United States or a political subdivision thereof, such Lender shall deliver to the Borrower, with a copy to the Administrative Agent, (i) within 15 days after becoming an assignee hereunder, two (or such other number as may from time to time be prescribed by Applicable Law) duly completed copies of IRS Form W-8BEN or Form W-8ECI (or any successor forms or other certificates or statements that may be required from time to time by the relevant United States taxing authorities or Applicable Law), as appropriate, to permit the Borrower to make payments hereunder for the account of such Lender without deduction or withholding of United States federal income or similar Taxes and (ii) upon the obsolescence of or after the occurrence of any event requiring a change in, any form or certificate previously delivered pursuant to this Section 2.11(d), copies (in such numbers as may from time to time be prescribed by Applicable Law or regulations) of such

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additional, amended or successor forms, certificates or statements as may be required under Applicable Law to permit the Borrower or the Servicer to make payments hereunder for the account of such Lender without deduction or withholding of United States federal income or similar Taxes.

(e)      If a payment made to a Lender under any of the Transaction Documents would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA, such Lender shall deliver to the Borrower or the Servicer at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Servicer such documentation prescribed by applicable law and such additional documentation reasonably requested by the Borrower or the Servicer as may be necessary for the Borrower or the Servicer to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(f)       If, in connection with an agreement or other document providing liquidity support, credit enhancement or other similar support to any Lender in connection with this Agreement or the funding or maintenance of Advances hereunder, such Lender is required to compensate a bank or other financial institution in respect of Taxes under circumstances similar to those described in this Section 2.11, then, within 10 days after demand by each applicable Lender, the Borrower shall pay to such Lender on the immediately following Payment Date pursuant to Section 2.04 such additional amount or amounts as may be necessary to reimburse such Lender for any amounts paid by them.

Without prejudice to the survival of any other agreement of the Borrower and the Servicer hereunder, the agreements and obligations of the Borrower and the Servicer contained in this Section 2.11 shall survive the termination of this Agreement.

(g)      If at any time the Borrower shall be liable for the payment of any additional amounts in accordance with this Section 2.11, then the Borrower shall have the option to terminate this Agreement (in accordance with the provisions of Section 2.18(b) but without the payment of any Make-Whole Premium); provided that such option to terminate shall in no event relieve the Borrower of paying any amounts owing pursuant to this Section 2.11 in accordance with the terms hereof.

Section 2.12     Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent, for the benefit of the Secured Parties, all of the Borrower’s right and title to and interest in, to and under (but not any obligations under) the Purchase and Sale Agreement (and any UCC financing statements filed under or in connection therewith), any Hedging Agreement, the Loan Agreements related to each Loan Asset, all other agreements, documents and instruments evidencing, securing or guarantying any Loan Asset and all other agreements, documents and instruments related to any of the foregoing but excluding any Excluded Amounts or Retained Interest (the “Assigned Documents”). In furtherance and not in limitation of the foregoing, the Borrower hereby collaterally assigns to the Collateral Agent, for the benefit of the Secured Parties, its right to indemnification under the Purchase and Sale Agreement. The Borrower confirms that following notice from the Administrative Agent to the Borrower of the occurrence of an Event of Default until the Collection Date the Collateral Agent (at the direction of the Administrative Agent) on behalf of the Secured Parties shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase and Sale Agreement and

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any UCC financing statements filed under or in connection therewith for the benefit of the Secured Parties. The parties hereto agree that such collateral assignment to the Collateral Agent, for the benefit of the Secured Parties, shall terminate upon the Collection Date.

Section 2.13     Grant of a Security Interest. To secure the prompt, complete and indefeasible payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby (a) collaterally assigns and pledges to the Collateral Agent, on behalf of the Secured Parties, and (b) grants a security interest to the Collateral Agent, on behalf of the Secured Parties, in all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) all of the Collateral Portfolio (including any Hedging Agreements), whether now existing or hereafter arising or acquired by the Borrower, and wherever the same may be located. For the avoidance of doubt, the Collateral Portfolio shall not include any Excluded Amounts, and the Borrower does not hereby assign, pledge or grant a security interest in any such amounts. Anything herein to the contrary notwithstanding, (a) the Borrower shall remain liable under the Collateral Portfolio to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral Portfolio shall not release the Borrower from any of its duties or obligations under the Collateral Portfolio, and (c) none of the Administrative Agent, the Collateral Agent, any Lender, any Lender Agent, any Liquidity Bank nor any Secured Party shall have any obligations or liability under the Collateral Portfolio by reason of this Agreement, nor shall the Administrative Agent, the Collateral Agent, any Lender, any Lender Agent, any Liquidity Bank nor any Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Section 2.14     Evidence of Debt. The Administrative Agent shall maintain, solely for this purpose as the agent of the Borrower, at its address referred to in Section 11.02 a copy of each assignment and acceptance agreement and participation agreement delivered to and accepted by it and a register for the recordation of the names and addresses and interests of the Lenders (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent, each Lender and each Lender Agent shall treat each person whose name is recorded in the Register as a Lender under this Agreement for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender Agent at any reasonable time and from time to time upon reasonable prior notice.

Section 2.15     Survival of Representations and Warranties. It is understood and agreed that the rights and remedies of the Secured Parties with respect to any breach of any of the representations and warranties set forth in Sections 4.01, 4.02 and 4.03 made on each Cut-Off Date, Advance Date, Reporting Date and any date on which Loan Assets are Pledged hereunder shall survive the pledge to the Collateral Agent hereunder and the termination of this Agreement.

Section 2.16     Release of Loan Assets. The Lien of the Collateral Agent shall be automatically released with respect to (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) released pursuant to a Lien Release

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Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07, (ii) any Loan Asset (and the related Portfolio Assets pertaining thereto) with respect to which all amounts have been paid in full by the related Obligor and deposited in the Collection Account and (iii) the entire Collateral Portfolio following the Collection Date. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Servicer and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit L) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.

Section 2.17     Treatment of Amounts Received by the Borrower. Amounts received by the Borrower pursuant to Section 2.07 on account of Loan Assets shall be treated as payments of Principal Collections or Interest Collections, as applicable, on Loan Assets hereunder.

Section 2.18     Prepayment; Termination.

(a)      Except as expressly permitted or required herein, including, without limitation, any optional repayment by the Borrower to cure a Borrowing Base Deficiency, Advances Outstanding may only be prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent, the Lender Agents and the Hedge Counterparty at least one Business Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full any Hedge Breakage Costs, Breakage Fees (solely to the extent such prepayment occurs on any day other than a Payment Date) and other accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders related to such prepayment to the extent invoiced to the Borrower on or prior to such date; provided that no reduction in Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion, (ii) the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and has paid in full all Hedge Breakage Costs owing to the relevant Hedge Counterparty for any such termination and (iii) no event would result from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Hedge Breakage Costs, to the payment of any Breakage Fees and to the pro rata reduction of the Advances Outstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.

(b)      The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent, the Lender Agents and any Hedge Counterparty and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, Hedge Breakage Costs, all accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders, payment of the Make-Whole Premium pro rata to each Lender Agent (for the account of the applicable Lender) and payment of all other Obligations (other than unmatured contingent indemnification obligations); provided that no Make-Whole Premium shall be due and payable (i) in the event that

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a prepayment hereunder is being made in connection with the issuance of a collateralized loan obligation backed by all or a portion of the Eligible Loan Assets and such collateralized loan obligation is arranged by the Administrative Agent or any of its Affiliates and (ii) if at any time the Servicer does not consent to the Alternative Rate and, upon payment in full of all Obligations hereunder, terminates the Transaction Documents.

(c)      The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.

Section 2.19     Extension of Stated Maturity Date and Reinvestment Period. The Borrower may, at any time beginning on the date that is three months prior to the date set forth in clause (i) of the definition of “Reinvestment Period” (and, thereafter, at any time beginning on the date that is three months prior to the most recent date of extension), make a request to the Lenders to extend both the date set forth in clause (i) of the definition of “Reinvestment Period” and the date set forth in the definition of “Stated Maturity Date” for an additional period of one year (or, in either case, such date as previously extended hereunder). Such date may be extended by one year by mutual agreement among the Administrative Agent, each of the Lenders, the Borrower and the Servicer. The Borrower confirms that any of the Lenders or the Administrative Agent, in their sole and absolute discretion, without regard to the value or performance of the Loan Assets or any other factor, may elect not to extend such date.

Section 2.20     Collections and Allocations.

(a)      The Collateral Agent shall promptly identify all Available Collections received in the Collection Account as being on account of Interest Collections or Principal Collections and shall segregate all Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall transfer, or cause to be transferred, any collections received directly by it (if any) to the Collection Account by the close of business within two Business Days after such Collections are received; provided that the Servicer shall identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Collateral Agent shall further provide to the Servicer a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account no later than three Business Days after each Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Collections into the appropriate accounts.

(b)      On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date.

(c)      With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent a report setting forth the calculation of such Excluded Amounts in form and substance satisfactory to the Administrative Agent and the Collateral Agent in their sole discretion.

(d)      Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any

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such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Collateral Agent. All income and gain realized from any such investment, as well as any interest earned on deposits in any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. The Borrower shall deposit in the Collection Account or the Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct. The parties hereto acknowledge that the Collateral Agent or any of its Affiliates may receive compensation with respect to the Permitted Investments.

(e)      Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in any Controlled Account, except to the extent explicitly set forth in Section 2.04 or Section 2.21.

Section 2.21     Reinvestment of Principal Collections. On the terms and conditions hereinafter set forth as certified in writing to the Collateral Agent, the Lender Agents and Administrative Agent, prior to the end of the Reinvestment Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collection Account:

(a)      withdraw such funds for the purpose of reinvesting in additional Eligible Loan Assets to be Pledged hereunder; provided that the following conditions are satisfied:

(i)            all conditions precedent set forth in Section 3.04 have been satisfied;

(ii)           no Event of Default has occurred, or would result from such withdrawal and reinvestment, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such withdrawal and reinvestment (except to the extent such Borrowing Base Deficiency would be cured in connection with the Pledge of such Loan Asset and other actions taken by the Borrower in accordance with Section 2.06);

(iii)          the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be correct in all respects, except to the extent relating to an earlier date;

(iv)          delivery of a Disbursement Request and a Borrowing Base Certificate, each executed by the Borrower and a Responsible Officer of the Servicer; and

(v)           the Collateral Agent provides to the Administrative Agent by facsimile (to be received no later than 1:30 p.m. on that same day) a statement reflecting the total amount on deposit as of the opening of business on such day in the Principal Collection Account; or

(b)      withdraw such funds for the purpose of making payments in respect of the Advances Outstanding at such time in accordance with and subject to the terms of Section 2.18.

Upon the satisfaction of the applicable conditions set forth in this Section 2.21 (as certified by the Borrower to the Collateral Agent and the Administrative Agent), the Collateral Agent will release funds from the Principal Collection Account to the Servicer in an amount not to exceed the

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lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collection Account on such day.

ARTICLE III.

CONDITIONS PRECEDENT

Section 3.01     Conditions Precedent to Effectiveness.

(a)      This Agreement shall be effective upon satisfaction of the conditions precedent that:

(i)            all reasonable up-front expenses and fees (including legal fees and any fees required under any Lender Fee Letter and the Wells Fargo Fee Letter) that are invoiced at or prior to the Closing Date shall have been paid in full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all Applicable Law;

(ii)           in the reasonable judgment of the Administrative Agent and each Lender Agent, there not having been any change in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s entering into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;

(iii)          any and all information submitted to each Lender, each Lender Agent and the Administrative Agent by the Borrower, the Transferor, the Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;

(iv)          each Lender Agent shall have received all documentation and other information requested by such Lender Agent in its sole discretion and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to each Lender Agent;

(v)           the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender Agent;

(vi)          in the judgment of the Administrative Agent and each Lender Agent, there shall have been no material adverse change in the Borrower’s (or the Servicer’s) underwriting, servicing, collection, operating and reporting procedures and systems since the completion of due diligence by the Administrative Agent and each Lender Agent;

(vii)         the results of Administrative Agent’s financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;

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(viii)        each applicable Lender Agent shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to the Commitment of the related Lender; and

(ix)           the Administrative Agent shall have received evidence that SenorSenior Loan Fund LLC has at least $100,000,000 of equity and subordinated notes circled as of the Closing Date.

(b)      By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided, that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.

Section 3.02     Conditions Precedent to All Advances. Each Advance (including the Initial Advance, except as explicitly set forth below) to the Borrower from the Lenders shall be subject to the further conditions precedent that:

(a)      On the Advance Date of such Advance, the following statements shall be true and correct, and the Borrower by accepting any amount of such Advance shall be deemed to have certified that:

(i)            the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Custodian and the Collateral Agent) no later than 2:00 p.m. on the date of such Advance: (A) a Notice of Borrowing, (B) a Borrowing Base Certificate, (C) a Loan Tape, (D) an Approval Notice (for any such Loan Asset added to the Collateral Portfolio on the related Advance Date) and (E) except with respect to an Advance under Section 2.02(f), such additional information as may be reasonably requested by the Administrative Agent and an executed copy of each assignment and assumption agreement, transfer document or instrument (including any Loan Assignment) relating to each Loan Asset to be Pledged evidencing the assignment of such Loan Asset from any prior third party owner thereof directly to the Borrower (other than in the case of any Loan Asset acquired by the Borrower at origination);

(ii)           except with respect to an Advance under Section 2.02(f), the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Advance Date, a faxed or e-mailed copy of the duly executed original promissory notes of the Loan Assets (and, in the case of any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (in the form of Exhibit I) from the closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents; provided that, notwithstanding the foregoing, the Borrower shall cause (x) the Loan Asset Checklist and the Required Loan Documents (other than the Transferor Agented Required Loan Documents) to be in the possession of the Collateral Custodian within five Business Days of any related Cut-Off Date as to any Loan Assets and (y) the Transferor Agented Required Loan Documents to be in the possession of the Collateral Custodian within thirty days of any related Cut-Off Date as to any Loan Assets;

(iii)          the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects, and (except with respect to an Advance

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required by Section 2.02(f)) there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Advance to take place on such Advance Date and to the application of proceeds therefrom, on and as of such day as though made on and as of such date (other than any representation and warranty that is made as of a specific date);

(iv)          no Event of Default has occurred, or would result from such Advance, no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Advance;

(v)           no event has occurred and is continuing, or would result from such Advance, which constitutes a Servicer Termination Event or any event which, if it continues uncured, will, with notice or lapse of time, constitute a Servicer Termination Event;

(vi)          since the Closing Date, no material adverse change has occurred on the assets, liabilities, financial condition, business or operations of the Servicer, or in the ability of the Servicer, Transferor or the Borrower to perform its obligations under any Transaction Document;

(vii)         no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Advance Date; and

(viii)        all terms and conditions of the Purchase and Sale Agreement required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Advance Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed.

(b)      The Administrative Agent shall have provided an Approval Notice to the Borrower for each of the Eligible Loan Assets identified in the applicable Loan Tape for inclusion in the Collateral Portfolio on the applicable Advance Date.

(c)      No Applicable Law shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances by any Lender or the proposed Pledge of Eligible Loan Assets in accordance with the provisions hereof.

(d)      Except with respect to an Advance required by Section 2.02(f), the proposed Advance Date shall take place during the Reinvestment Period and the Facility Maturity Date has not yet occurred.

(e)      The Borrower shall have paid all fees then required to be paid, including all fees required hereunder and under the applicable Lender Fee Letters and the Wells Fargo Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, each Lender Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the reasonable attorneyattorneys’ fees and any other legal and document preparation costs incurred by the Lenders, the Administrative Agent and each Lender Agent.

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The failure of the Borrower to satisfy any of the foregoing conditions precedent in respect of any Advance shall give rise to a right of the Administrative Agent and the applicable Lender Agent, which right may be exercised at any time on the demand of the applicable Lender Agent, to rescind the related Advance and direct the Borrower to pay to the applicable Lender Agent for the benefit of the applicable Lender an amount equal to the Advances made during any such time that any of the foregoing conditions precedent were not satisfied.

Section 3.03     Advances Do Not Constitute a Waiver. No Advance made hereunder shall constitute a waiver of any condition to any Lender’s obligation to make such an Advance unless such waiver is in writing and executed by such Lender.

Section 3.04     Conditions to Pledges of Loan Assets.  Each Pledge of an additional Eligible Loan Asset pursuant to Section 2.06, a Substitute Eligible Loan Asset pursuant to Section 2.07(a) or (c), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):

(a)      the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Custodian and the Collateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) a Loan Tape, (C) an Approval Notice (for each Loan Asset added to the Collateral Portfolio on the related Cut-Off Date) and (D) such additional information as may be reasonably requested by the Administrative Agent and an executed copy of each assignment and assumption agreement, transfer document or instrument (including any Loan Assignment) relating to each Loan Asset to be pledged evidencing the assignment of such Loan from any prior third party owner thereof directly to the Borrower (other than in the case of any Loan Asset acquired by the Borrower at origination);

(b)      the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copy of the duly executed original promissory notes of the Loan Assets (and, in the case of any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (in the form of Exhibit I) from the closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents; provided that, notwithstanding the foregoing, the Borrower shall cause (x) the Loan Asset Checklist and the Required Loan Documents (other than the Transferor Agented Required Loan Documents) to be in the possession of the Collateral Custodian within five Business Days of any related Cut-Off Date as to any Loan Assets and (y) the Transferor Agented Required Loan Documents to be in the possession of the Collateral Custodian within thirty days of any related Cut-Off Date as to any Loan Assets;

(c)      no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;

(d)      all terms and conditions of the Purchase and Sale Agreement required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent,

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for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;

(e)      the Administrative Agent shall have provided an Approval Notice to the Borrower for each of the Eligible Loan Assets identified in the applicable Loan Tape for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;

(f)       no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and

(g)      the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date, on and as of such day as though made on and as of such date (other than any representation and warranty that is made as of a specific date).

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

Section 4.01     Representations and Warranties of the Borrower. The Borrower hereby represents and warrants, as of the Closing Date, as of each applicable Cut-Off Date, as of each applicable Advance Date, as of each Reporting Date and as of each other date provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to be) made (unless a specific date is specified below):

(a)      Organization, Good Standing and Due Qualification. The Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has the power and all licenses necessary to own its assets and to transact the business in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction where the transaction of such business or its ownership of the Loan Assets and the Collateral Portfolio requires such qualification; except in each case, to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b)      Power and Authority; Due Authorization; Execution and Delivery. The Borrower has the power, authority and legal right to make, deliver and perform this Agreement and each of the Transaction Documents to which it is a party and all of the transactions contemplated hereby and thereby, and has taken all necessary limited liability company action to authorize the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party, and to grant to the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collateral Portfolio on the terms and conditions of this Agreement, subject only to Permitted Liens.

(c)      Binding Obligation. This Agreement and each of the Transaction Documents to which the Borrower is a party constitutes the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by Bankruptcy Laws and by general principles of equity (whether such enforceability is considered in a proceeding in equity or at law).

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(d)      All Consents Required. No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Governmental Authority, bureau or agency is required in connection with the execution, delivery or performance by the Borrower of this Agreement or any Transaction Document to which it is a party or the validity or enforceability of this Agreement or any such Transaction Document or the Loan Assets or the transfer of an ownership interest or security interest in such Loan Assets, other than such as have been met or obtained and are in full force and effect.

(e)      No Violation. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a Party and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto in connection with the Pledge of the Collateral Portfolio will not (i) create any Lien on the Collateral Portfolio other than Permitted Liens, (ii) violate any Applicable Law or the certificate of formation or limited liability company agreement of the Borrower or (iii) violate any contract or other agreement to which the Borrower is a party or by which the Borrower or any property or assets of the Borrower may be bound.

(f)       No Proceedings. There is no litigation or administrative proceeding or investigation pending or, to the knowledge of the Borrower, threatened against the Borrower or any properties of the Borrower, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which the Borrower is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Borrower is a party or (iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.

(g)      Selection Procedures. In selecting the Loan Assets to be Pledged pursuant to this Agreement, no selection procedures were employed which are intended to be adverse to the interests of the Lenders.

(h)      Pledge of Collateral Portfolio. Except as otherwise expressly permitted by the terms of this Agreement, no item of Collateral Portfolio has been sold, transferred, assigned or pledged by the Borrower to any Person, other than as contemplated by Article II and the Pledge of such Collateral Portfolio to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms of this Agreement.

(i)       Indebtedness. The Borrower has no Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (i) Indebtedness incurred under the terms of the Transaction Documents and (ii) Indebtedness incurred pursuant to certain ordinary business expenses arising pursuant to the transactions contemplated by this Agreement and the other Transaction Documents.

(j)       Sole Purpose. The Borrower has been formed solely for the purpose of engaging in transactions of the types contemplated by this Agreement, and has not engaged in any business activity other than the negotiation, execution and to the extent applicable, performance of this Agreement and the transactions contemplated by the Transaction Documents.

(k)      No Injunctions. No injunction, writ, restraining order or other order of any nature adversely affects the Borrower’s performance of its obligations under this Agreement or any Transaction Document to which the Borrower is a party.

(l)       Taxes. The Borrower has filed or caused to be filed (on a consolidated basis or otherwise) on a timely basis all tax returns (including, without limitation, all foreign, federal, state, local and other tax returns) required to be filed by it, is not liable for Taxes payable by any other Person and has paid or made adequate provisions for the payment of all Taxes, assessments

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and other governmental charges due and payable from the Borrower except for those Taxes being contested in good faith by appropriate proceedings and in respect of which it has established proper reserves on its books. No Tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such Tax, assessment or other governmental charge. Any Taxes, fees and other governmental charges due and payable by the Borrower in connection with the execution and delivery of this Agreement and the other Transaction Documents and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due. Notwithstanding the foregoing, if (i) an amount of unpaid Taxes of the Borrower is less than $25,000 in the aggregate and (ii) such unpaid Taxes do not have a material adverse effect on any Secured Party, then the representation and warranties set forth in this Section 4.01(l) shall not be deemed to be incorrect on account of such unpaid Taxes.

(m)     Location. The Borrower’s location (within the meaning of Article 9 of the UCC) is Delaware. The chief executive office of the Borrower (and the location of the Borrower’s records regarding the Collateral Portfolio (other than those delivered to the Collateral Custodian)) is located at the address set forth in Section 11.02 (or at such other address as shall be designated by such party in a written notice to the other parties hereto).

(n)      Tradenames. The Borrower has not changed its name since its formation and does not have tradenames, fictitious names, assumed names or “doing business as” names under which it has done or is doing business.

(o)      Solvency. The Borrower is not the subject of any Bankruptcy Proceedings or Bankruptcy Event. The Borrower is Solvent, and the transactions under this Agreement and any other Transaction Document to which the Borrower is a party do not and will not render the Borrower not Solvent. The Borrower is paying its debts as they become due (subject to any applicable grace period); and the Borrower, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business.

(p)      No Subsidiaries. The Borrower has no Subsidiaries other than in connection with retaining equity pursuant to Section 6.05.

(q)      Value Given. The Borrower has given fair consideration and reasonably equivalent value to the Transferor in exchange for the purchase of the Loan Assets (or any number of them) from the Transferor pursuant to the Purchase and Sale Agreement. No such transfer has been made for or on account of an antecedent debt owed by the Borrower to the Transferor and no such transfer is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.

(r)       Reports Accurate. All Servicer’s Certificates, Servicing Reports, Notices of Borrowing, Borrowing Base Certificates and other written or electronic information, exhibits, financial statements, documents, books, records or reports furnished by the Borrower (or the Servicer on its behalf) to the Administrative Agent, the Collateral Agent, the Lenders, the Lender Agents, or the Collateral Custodian in connection with this Agreement are, as of their date, accurate, true and correct in all material respects and no such document or certificate omits to state a material fact or any fact necessary to make the statements contained therein not misleading in all material respects; provided that, solely with respect to written or electronic information furnished by the Servicer which was provided to the Servicer from an Obligor with respect to a Loan Asset, such information need only be accurate, true and correct to the knowledge of the Borrower; provided, further, that the foregoing proviso shall not apply to any information from an Obligor presented in a Servicer’s Certificate, Servicing Report, Notice of Borrowing or Borrowing Base Certificate, it being understood that any Senior Leverage Ratio or Interest Coverage Ratio included

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in a Servicing Report which is calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement shall be deemed to be true and correct in all material respects for purposes of this representation.

(s)      Exchange Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or in the other Transaction Documents (including, without limitation, the use of proceeds from the sale of the Collateral Portfolio) will violate or result in a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase, and no proceeds from the Advances will be used to carry or purchase, any “margin stock” within the meaning of Regulation U or to extend “purpose credit” within the meaning of Regulation U.

(t)       No Adverse Agreements. There are no agreements in effect adversely affecting the rights of the Borrower to make, or cause to be made, the grant of the security interest in the Collateral Portfolio contemplated by Section 2.13.

(u)      Event of Default/Unmatured Event of Default. No event has occurred which constitutes an Event of Default, and no event has occurred and is continuing which constitutes an Unmatured Event of Default (other than any Event of Default or Unmatured Event of Default which has previously been disclosed to the Administrative Agent as such).

(v)      Servicing Standard. Each of the Loan Assets was underwritten or acquired and is being serviced in conformance with the standard underwriting, credit, collection, operating and reporting procedures and systems of the Servicer or the Transferor.

(w)     ERISA. The present value of all benefits vested under each “employee pension benefit plan” as such term is defined in Section 3(2) of ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate of the Borrower or to which the Borrower or any ERISA Affiliate of the Borrower contributes or has an obligation to contribute, or has any liability (each, a “Pension Plan”), does not exceed the value of the assets of the Pension Plan allocable to such vested benefits (based on the value of such assets as of the last annual valuation date) determined in accordance with the assumptions used for funding such Pension Plan pursuant to Sections 412 and 430 of the Code. No prohibited transactions, failure to meet the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the Code (with respect to any Pension Plan other than a Multiemployer Plan), withdrawals or reportable events have occurred with respect to any Pension Plan that, in the aggregate, could subject the Borrower to any material tax, penalty or other liability. No notice of intent to terminate a Pension Plan has been filed, nor has any Pension Plan been terminated under Section 4041(f) of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a trustee to administer, a Pension Plan and no event has occurred or condition exists that might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan.

(x)      Allocation of Charges. There is not any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges; provided that it is understood and acknowledged that the Borrower will be consolidated with the Transferor for tax purposes.

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(y)     Broker-Dealer. The Borrower is not a broker-dealer or subject to the Securities Investor Protection Act of 1970.

(z)      Instructions to Obligors. The Collection Account is the only account to which Obligors have been instructed by the Borrower, or the Servicer on the Borrower’s behalf, to send Principal Collections and Interest Collections on the Collateral Portfolio. The Borrower has not granted any Person other than the Collateral Agent, on behalf of the Secured Parties, an interest in the Collection Account.

(aa)     Investment Company Act. The Borrower is not required to register as an “investment company” under the provisions of the 1940 Act.

(bb)    Compliance with Law. The Borrower has complied in all respects with all Applicable Law to which it may be subject, and no item of the Collateral Portfolio contravenes any Applicable Law (including, without limitation, all applicable predatory and abusive lending laws, laws, rules and regulations relating to licensing, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy).

(cc)     Collections. The Borrower acknowledges that all Available Collections received by it or its Affiliates with respect to the Collateral Portfolio Pledged hereunder are held and shall be held in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties until deposited into the Collection Account within two Business Days after receipt as required herein.

(dd)    Set-Off, etc. No Loan Asset in the Collateral Portfolio has been compromised, adjusted, extended, satisfied, subordinated, rescinded, set-off or modified by the Borrower, the Transferor or the Obligor thereof, and no Loan Asset in the Collateral Portfolio is subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning the Collateral Portfolio or otherwise, by the Borrower, the Transferor or the Obligor with respect thereto, except, in each case, for amendments, extensions and modifications, if any, to such Collateral Portfolio otherwise permitted pursuant to Section 6.04(a) of this Agreement and in accordance with the Servicing Standard.

(ee)     Full Payment. As of the applicable Cut-Off Date thereof, the Borrower has no knowledge of any fact which should lead it to expect that any Loan Asset will not be paid in full.

(ff)     Environmental. With respect to each item of Underlying Collateral as of the applicable Cut-Off Date for the Loan Asset related to such Underlying Collateral, to the actual knowledge of a Responsible Officer of the Borrower: (a) the related Obligor’s operations comply in all material respects with all applicable Environmental Laws; (b) none of the related Obligor’s operations is the subject of a federal or state investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (c) the related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment. As of the applicable Cut-Off Date for the Loan Asset related to such Underlying Collateral, none of the Borrower, the Transferor nor the Servicer has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral, nor does any such Person have knowledge or reason to believe that any such notice will be received or is being threatened.

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(gg)    Sanctions. None of the Borrower, any Person directly or indirectly Controlling the Borrower nor any Person directly or indirectly Controlled by the Borrower and, to the Borrower’s knowledge, no Related Party of the foregoing (i) is a Sanctioned Person; (ii) is controlled by or is acting on behalf of a Sanctioned Person; (iii) is, to the Borrower’s knowledge, under investigation for an alleged breach of Sanction(s) by a governmental authority that enforces Sanctions; or (iv) will fund any repayment of the Obligations with proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause any Lender or any other party to this Agreement, or any Related Party, to be in breach of any Sanctions. To each such Person’s knowledge, no investor in such Person is a Sanctioned Person. Each Person will notify each Lender and Administrative Agent in writing not more than one (1) Business Day after becoming aware of any breach of this section.

(hh)    Confirmation from Transferor. The Borrower has received in writing from the Transferor confirmation that the Transferor will not cause the Borrower to file a voluntary bankruptcy petition under the Bankruptcy Code.

(ii)     [Reserved].

(ii)     (jj) Beneficial Ownership Certification. As of its date of delivery, the information included in the Beneficial Ownership Certification is true and correct in all respects.

(jj)     (kk) Security Interest.

(i)            This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Portfolio in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower;

(ii)           the Collateral Portfolio is comprised of “instruments”, “security entitlements”, “general intangibles”, “accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or “insurance” (each as defined in the applicable UCC) and/or such other category of collateral under the applicable UCC as to which the Borrower has complied with its obligations under this Section 4.01(kkjj);

(iii)          with respect to that portion of the Collateral Portfolio that constitute “security entitlements”:

a.            all of such security entitlements have been credited to one of the Controlled Accounts and the securities intermediary for each Controlled Account has agreed to treat all assets credited to such Controlled Account as “financial assets” within the meaning of the applicable UCC;

b.            the Borrower has taken all steps necessary to cause the securities intermediary to identify in its records the Collateral Agent and the Borrower, for the benefit of the Secured Parties, as the Person having a security entitlement against the securities intermediary in each of the Controlled Accounts; and

c.            the Controlled Accounts are not in the name of any Person other than the Borrower, subject to the lien of the Collateral Agent, for the benefit of the Secured Parties. The securities intermediary of any Controlled Account which is a

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“securities account” under the UCC has agreed to comply with the entitlement orders and instructions of the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, upon the delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of cash in Permitted Investments.

(iv)         all Controlled Accounts constitute “securities accounts” or “deposit accounts” as defined in the applicable UCC;

(v)          with respect to any Controlled Account which constitutes a “deposit account” as defined in the applicable UCC, the Borrower, the Account Bank and the Collateral Agent, on behalf of the Secured Parties, have entered into an account control agreement which permits the Collateral Agent on behalf of the Secured Parties to direct disposition of the funds in such deposit account;

(vi)         the Borrower owns and has good and marketable title to (or, with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Portfolio free and clear of any Lien (other than Permitted Liens) of any Person;

(vii)        the Borrower has received all consents and approvals required by the terms of any Loan Asset to the granting of a security interest in the Loan Assets hereunder to the Collateral Agent, on behalf of the Secured Parties;

(viii)       the Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral Portfolio and that portion of the Loan Assets in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement;

(ix)          other than as expressly permitted by the terms of this Agreement and the security interest granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral Portfolio. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral Portfolio other than any financing statement (A) relating to the security interests granted to the Borrower under the Purchase and Sale Agreement, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the Closing Date. The Borrower is not aware of the filing of any judgment or Tax lien filings against the Borrower;

(x)           all original executed copies of each underlying promissory note that constitute or evidence each Loan Asset has been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;

(xi)          other than in the case of Noteless Loan Assets, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian, as the bailee of the Collateral Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral Agent, for the benefit

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of the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 12.11 may serve as such acknowledgement;

(xii)         none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent, on behalf of the Secured Parties;

(xiii)        with respect to any Collateral Portfolio that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such certificated security; and

(xiv)        with respect to any Collateral Portfolio that constitutes an “uncertificated security”, that the Borrower shall cause the issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security.

Section 4.02     Representations and Warranties of the Borrower Relating to the Agreement and the Collateral Portfolio. The Borrower hereby represents and warrants, as of the Closing Date, as of each applicable Cut-Off Date, as of each applicable Advance Date, as of each Reporting Date and any date which Loan Assets are Pledged hereunder and as of each other date provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to be) made:

(a)      Valid Transfer and Security Interest. This Agreement constitutes a grant of a security interest in all of the Collateral Portfolio to the Collateral Agent, for the benefit of the Secured Parties, which is a valid and first priority perfected security interest in the Loan Assets forming a part of the Collateral Portfolio and in that portion of the Loan Assets in which a security interest may be perfected by filing, subject only to Permitted Liens. No Person claiming through or under the Borrower shall have any claim to or interest in the Controlled Accounts.

(b)      Eligibility of Collateral Portfolio. (i) The Loan Tape and the information contained in each Notice of Borrowing is an accurate and complete listing of all the Loan Assets contained in the Collateral Portfolio as of the related Cut-Off Date and the information contained therein with respect to the identity of such item of Collateral Portfolio and the amounts owing thereunder is true and correct as of the related Cut-Off Date, (ii) each Loan Asset designated on any Borrowing Base Certificate as an Eligible Loan Asset and each Loan Asset included as an Eligible Loan Asset in any calculation of the Borrowing Base or the Borrowing Base Deficiency is an Eligible Loan Asset and (iii) with respect to each item of Collateral Portfolio, all consents, licenses, approvals or authorizations of or registrations or declarations of any Governmental Authority or any Person required to be obtained, effected or given by the Borrower in connection with the transfer of a security interest in each item of Collateral Portfolio to the Collateral Agent, for the benefit of the Secured Parties, have been duly obtained, effected or given and are in full force and effect. For the avoidance of doubt, any inaccurate representation that a Loan Asset is an Eligible Loan Asset hereunder or under any other Transaction Document shall not constitute an Event of Default if the Borrower complies with Section 2.07(c) hereunder.

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(c)      No Fraud. Each Loan Asset was originated without any fraud or misrepresentation by the Transferor or, to the best of the Borrower’s knowledge, on the part of the Obligor.

Section 4.03     Representations and Warranties of the Servicer. The Servicer hereby represents and warrants, as of the Closing Date, as of each applicable Cut-Off Date, as of each applicable Advance Date, as of each Reporting Date and as of each other date provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to be) made:

(a)      Organization and Good Standing. The Servicer has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with all requisite limited liability company power and authority to own or lease its properties and to conduct its business as such business is presently conducted and to enter into and perform its obligations pursuant to this Agreement.

(b)      Due Qualification. The Servicer is duly qualified to do business as a limited liability company and is in good standing as a limited liability company, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property and or the conduct of its business requires such qualification, licenses or approvals except where failure to be in good standing or obtain such licenses or approvals would not reasonably be expected to have a Material Adverse Effect.

(c)      Power and Authority; Due Authorization; Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (a) execute and deliver this Agreement and the other Transaction Documents to which it is a party, and (b) carry out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary limited liability company action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.

(d)      Binding Obligation. This Agreement and each other Transaction Document to which the Servicer is a party constitutes a legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its respective terms, except as such enforceability may be limited by Bankruptcy Laws and general principles of equity (whether considered in a suit at law or in equity).

(e)      No Violation. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Servicer’s certificate of formation or limited liability company agreement or any contractual obligation of the Servicer, (ii) result in the creation or imposition of any Lien upon any of the Servicer’s properties pursuant to the terms of any such contractual obligation, other than this Agreement, or (iii) violate any Applicable Law.

(f)       No Proceedings. There is no litigation, proceeding or investigation pending or, to the knowledge of the Servicer, threatened against the Servicer, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which the Servicer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Servicer is a

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party or (iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.

(g)      All Consents Required. All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority (if any) required for the due execution, delivery and performance by the Servicer of this Agreement and any other Transaction Document to which the Servicer is a party have been obtained.

(h)      Reports Accurate. No Servicer’s Certificate, Servicing Report, Notice of Borrowing, Borrowing Base Certificate, information, exhibit, financial statement, document, book, record or report furnished by the Servicer to the Administrative Agent, the Collateral Agent, the Lenders, the Lender Agents, or the Collateral Custodian in connection with this Agreement is inaccurate in any material respect as of the date it is dated, and no such document contains any material misstatement of fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading in any material respect; provided that, solely with respect to written or electronic information furnished by the Servicer which was provided to the Servicer from an Obligor with respect to a Loan Asset, such information need only be accurate, true and correct to the knowledge of the Servicer; provided, further, that the foregoing proviso shall not apply to any information from an Obligor presented in a Servicer’s Certificate, Servicing Report, Notice of Borrowing or Borrowing Base Certificate, it being understood that any Senior Leverage Ratio or Interest Coverage Ratio included in a Servicing Report which is calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement shall be deemed to be true and correct in all material respects for purposes of this representation.

(i)       Servicing Standard. The Servicer has complied in all respects with the Servicing Standard with regard to the servicing of the Loan Assets.

(j)       Collections. The Servicer acknowledges that all Available Collections received by it or its Affiliates with respect to the Collateral Portfolio transferred or Pledged hereunder are held and shall be held in trust for the benefit of the Secured Parties until deposited into the Collection Account within two Business Days from receipt as required herein.

(k)      [Reserved].

(l)       Solvency. The Servicer is not the subject of any Bankruptcy Proceedings or Bankruptcy Event. The transactions under this Agreement and any other Transaction Document to which the Servicer is a party do not and will not render the Servicer not Solvent.

(m)     Taxes. The Servicer has filed or caused to be filed all tax returns that are required to be filed by it (subject to any extensions to file properly obtained by the same). The Servicer has paid or made adequate provisions for the payment of all Taxes and all assessments made against it or any of its property (other than any amount of Tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Servicer), and no Tax lien has been filed and no claim is being asserted with respect to any such Tax, assessment or other charge. Notwithstanding the foregoing, if (i) an amount of unpaid Taxes of the Servicer (or Taxes with respect to its property) is less than $25,000 in the aggregate and (ii) such unpaid Taxes do not have an adverse effect on any Secured Party, then the representation and warranties set forth in this Section 4.03(m) shall not be deemed to be incorrect on account of such unpaid Taxes.

(n)      Exchange Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or the other Transaction Documents (including, without

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limitation, the use of the Proceeds from the sale of the Collateral Portfolio) will violate or result in a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II.

(o)      Security Interest. The Servicer will take all steps necessary to ensure that the Borrower has granted a security interest (as defined in the UCC) to the Collateral Agent, for the benefit of the Secured Parties, in the Collateral Portfolio, which is enforceable in accordance with Applicable Law upon execution and delivery of this Agreement and such security interest is a valid and first priority perfected security interest in the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing (except for any Permitted Liens). All filings (including, without limitation, such UCC filings) as are necessary for the perfection of the Secured Parties’ security interest in the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing have been (or prior to the applicable Advance will be) made.

(p)      ERISA. The present value of all benefits vested under each “employee pension benefit plan” as such term is defined in Section 3(2) of ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Servicer or any ERISA Affiliate of the Servicer or to which the Servicer or any ERISA Affiliate of the Servicer contributes or has an obligation to contribute, or has any liability (each, a “Servicer Pension Plan”) does not exceed the value of the assets of the Servicer Pension Plan allocable to such vested benefits (based on the value of such assets as of the last annual valuation date) determined in accordance with the assumptions used for funding such Servicer Pension Plan pursuant to Sections 412 and 430 of the Code. No prohibited transactions, failure to meet the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the Code (with respect to any Servicer Pension Plan other than a Multiemployer Plan), withdrawals or reportable events have occurred with respect to any Servicer Pension Plan that, in the aggregate, could subject the Servicer to any material tax, penalty or other liability. No notice of intent to terminate a Servicer Pension Plan has been filed, nor has any Servicer Pension Plan been terminated under Section 4041(f) of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a trustee to administer, a Servicer Pension Plan and no event has occurred or condition exists that might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Servicer Pension Plan.

(q)      Sanctions. None of the Servicer, any Person directly or indirectly Controlling the Servicer nor any Person directly or indirectly Controlled by the Servicer and, to the Servicer’s knowledge, no Related Party of the foregoing (i) is a Sanctioned Person; (ii) is controlled by or is acting on behalf of a Sanctioned Person; (iii) is, to the Servicer’s knowledge, under investigation for an alleged breach of Sanction(s) by a governmental authority that enforces Sanctions; or (iv) will fund any repayment of the Obligations with proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause any Lender or any other party to this Agreement, or any Related Party, to be in breach of any Sanctions. To each Person’s knowledge, no investor in such Person is a Sanctioned Person. Each Person will notify each Lender and Administrative Agent in writing not more than one (1) Business Day after becoming aware of any breach of this section.

(r)       Environmental. With respect to each item of Underlying Collateral, to the actual knowledge of a Responsible Officer of the Servicer: (a) the related Obligor’s operations comply in all material respects with all applicable Environmental Laws; (b) none of the related

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Obligor’s operations is the subject of a Federal or state investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (c) the related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment. The Servicer has not received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral, nor does the Servicer have knowledge or reason to believe that any such notice will be received or is being threatened.

(s)      No Injunctions. No injunction, writ, restraining order or other order of any nature adversely affects the Servicer’s performance of its obligations under this Agreement or any Transaction Document to which the Servicer is a party.

(t)       Instructions to Obligors. The Collection Account is the only account to which Obligors have been instructed by the Servicer on the Borrower’s behalf to send Principal Collections and Interest Collections on the Collateral Portfolio.

(u)      Allocation of Charges. There is not any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges; provided that it is understood and acknowledged that the Borrower will be consolidated with the Transferor for tax purposes.

(v)      Servicer Termination Event. No event has occurred which constitutes a Servicer Termination Event (other than any Servicer Termination Event which has previously been disclosed to the Administrative Agent as such).

(w)     Broker-Dealer. The Servicer is not a broker-dealer or subject to the Securities Investor Protection Act of 1970.

(x)      Compliance with Applicable Law. The Servicer has complied in all respects with all Applicable Law to which it may be subject, and no item in the Collateral Portfolio contravenes in any respect any Applicable Law.

Section 4.04     Representations and Warranties of the Collateral Agent. The Collateral Agent in its individual capacity and as Collateral Agent represents and warrants as follows:

(a)      Organization; Power and Authority. It is a duly organized and validly existing national banking association in good standing under the laws of the United States. It has full corporate power, authority and legal right to execute, deliver and perform its obligations as Collateral Agent under this Agreement.

(b)      Due Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have been duly authorized by all necessary association action on its part, either in its individual capacity or as Collateral Agent, as the case may be.

(c)      No Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with, result in any breach of its articles of incorporation or bylaws or any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Collateral Agent is a party or by which it or any of its property is bound.

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(d)      No Violation. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with or violate, in any respect, any Applicable Law.

(e)      All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Collateral Agent, required in connection with the execution and delivery of this Agreement, the performance by the Collateral Agent of the transactions contemplated hereby and the fulfillment by the Collateral Agent of the terms hereof have been obtained.

(f)       Validity, Etc. The Agreement constitutes the legal, valid and binding obligation of the Collateral Agent, enforceable against the Collateral Agent in accordance with its terms, except as such enforceability may be limited by applicable Bankruptcy Laws and general principles of equity (whether considered in a suit at law or in equity).

Section 4.05     Representations and Warranties of each Lender. Each Lender hereby individually represents and warrants, as to itself, that it is (a) either a Qualified Institutional Buyer under Rule 144A of the Securities Act or an institutional “Accredited Investor” as defined in Rule 501(a)(1)-(3) or (7) under the Securities Act and (b) a “qualified purchaser” under the 1940 Act.

Section 4.06     Representations and Warranties of the Collateral Custodian. The Collateral Custodian in its individual capacity and as Collateral Custodian represents and warrants as follows:

(a)      Organization; Power and Authority. It is a duly organized and validly existing national banking association in good standing under the laws of the United States. It has full corporate power, authority and legal right to execute, deliver and perform its obligations as Collateral Custodian under this Agreement.

(b)      Due Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have been duly authorized by all necessary association action on its part, either in its individual capacity or as Collateral Custodian, as the case may be.

(c)      No Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with, result in any breach of its articles of incorporation or bylaws or any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Collateral Custodian is a party or by which it or any of its property is bound.

(d)      No Violation. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with or violate, in any respect, any Applicable Law.

(e)      All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Collateral Custodian, required in connection with the execution and delivery of this Agreement, the performance by the Collateral Custodian of the transactions contemplated hereby and the fulfillment by the Collateral Custodian of the terms hereof have been obtained.

(f)       Validity, Etc. The Agreement constitutes the legal, valid and binding obligation of the Collateral Custodian, enforceable against the Collateral Custodian in accordance with its terms, except as such enforceability may be limited by applicable Bankruptcy Laws and general principles of equity (whether considered in a suit at law or in equity).

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ARTICLE V.

GENERAL COVENANTS

Section 5.01     Affirmative Covenants of the Borrower. From the Closing Date until the Collection Date:

(a)      Organizational Procedures and Scope of Business. The Borrower will observe all organizational procedures required by its certificate of formation, limited liability company agreement and the laws of its jurisdiction of formation. Without limiting the foregoing, the Borrower will limit the scope of its business to: (i) the acquisition of Eligible Loan Assets and the ownership and management of the Portfolio Assets and the related assets in the Collateral Portfolio; (ii) the sale, transfer or other disposition of Loan Assets as and when permitted under the Transaction Documents; (iii) entering into and performing under the Transaction Documents; (iv) consenting or withholding consent as to proposed amendments, waivers and other modifications of the Loan Agreements to the extent not in conflict with the terms of this Agreement or any other Transaction Document; (v) exercising any rights (including but not limited to voting rights and rights arising in connection with a Bankruptcy Event with respect to an Obligor or the consensual or non-judicial restructuring of the debt or equity of an Obligor) or remedies in connection with the Loan Assets and participating in the committees (official or otherwise) or other groups formed by creditors of an Obligor to the extent not in conflict with the terms of this Agreement or any other Transaction Document; and (vi) engaging in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related to the foregoing and necessary, convenient or advisable to accomplish the foregoing.

(b)      Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Senior Loan Fund LLC in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks; (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xix) not acquire the obligations

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or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

(c)      Preservation of Company Existence. The Borrower will preserve and maintain its limited liability company existence in good standing under the laws of its jurisdiction of formation and will promptly obtain and thereafter maintain qualifications to do business as a foreign limited liability company in any other state in which it does business and in which it is required to so qualify under Applicable Law.

(d)      Compliance with Legal Opinions. The Borrower shall take all other actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of Dechert LLP, as special counsel to the Borrower, issued in connection with the Purchase and Sale Agreement and relating to the issues of substantive consolidation and true sale of the Loan Assets.

(e)      Deposit of Collections. The Borrower shall promptly (but in no event later than two Business Days after receipt) deposit or cause to be deposited into the Collection Account any and all Available Collections received by the Borrower, the Servicer or any of their Affiliates.

(f)       Disclosure of Purchase Price. The Borrower shall disclose to the Administrative Agent and the Lender Agents the purchase price for each Loan Asset proposed to be acquired by the Borrower.

(g)      Obligor Defaults and Bankruptcy Events. The Borrower shall give, or shall cause the Servicer to give, notice to the Administrative Agent and the Lender Agents within two Business Days of the Borrower’s, the Transferor’s or the Servicer’s actual knowledge of the occurrence of any payment default by an Obligor under any Loan Asset or any Bankruptcy Event with respect to any Obligor under any Loan Asset.

(h)      Required Loan Documents. The Borrower shall deliver to the Collateral Custodian a hard copy or electronic copy of (i) the Required Loan Documents (other than the Transferor Agented Required Loan Documents) and the Loan Asset Checklist pertaining to each Loan Asset within five Business Days of the Cut-Off Date pertaining to such Loan Asset and (ii) the Transferor Agented Required Loan Documents pertaining to each Loan Asset within thirty days of the Cut-Off Date pertaining to such Loan Asset.

(i)       Taxes. The Borrower will file or cause to be filed its tax returns and pay any and all Taxes imposed on it or its property as required by the Transaction Documents (except as contemplated in Section 4.01(l)).

(j)       Notice of Event of Default. The Borrower shall notify the Administrative Agent and each Lender Agent of the occurrence of any Event of Default under this Agreement promptly upon obtaining actual knowledge of such event. In addition, no later than two Business Days following the Borrower’s knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default, the Borrower will provide to the Administrative Agent and each Lender Agent a written statement of a Responsible Officer of the Borrower setting forth the details of such event and the action that the Borrower proposes to take with respect thereto.

(k)      Notice of Material Events. The Borrower shall promptly notify the Administrative Agent and each Lender Agent of any event or other circumstance that is reasonably likely to have a Material Adverse Effect.

(l)       Notice of Income Tax Liability. The Borrower shall furnish to the Administrative Agent and each Lender Agent telephonic or facsimile notice within 10 Business Days (confirmed in writing within five Business Days thereafter) of the receipt of revenue agent

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reports or other written proposals, determinations or assessments of the Internal Revenue Service or any other taxing authority which propose, determine or otherwise set forth positive adjustments (i) to the Tax liability of Senior Loan Fund LLC or any “affiliated group” (of which Senior Loan Fund LLC is a member) in an amount equal to or greater than $1,000,000 in the aggregate, or (ii) to the Tax liability of the Borrower itself in an amount equal to or greater than $500,000 in the aggregate. Any such notice shall specify the nature of the items giving rise to such adjustments and the amounts thereof.

(m)     Notice of Auditors’ Management Letters. The Borrower shall promptly notify the Administrative Agent and each Lender Agent after the receipt of any auditors’ management letters received by the Borrower or by its accountants.

(n)      Notice of Breaches of Representations and Warranties under this Agreement. The Borrower shall promptly notify the Administrative Agent and each Lender Agent if any representation or warranty set forth in Section 4.01 or Section 4.02 was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Collateral Agent, the Administrative Agent and the Lender Agents a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent and each Lender Agent in the manner set forth in the preceding sentence before any Cut-Off Date of any facts or circumstances within the knowledge of the Borrower which would render any of the said representations and warranties untrue at the date when such representations and warranties were made or deemed to have been made.

(o)      Notice of Breaches of Representations and Warranties under the Purchase and Sale Agreement. The Borrower confirms and agrees that the Borrower will, upon receipt of notice or discovery thereof, promptly send to the Administrative Agent, each Lender Agent and the Collateral Agent a notice of (i) any material breach of any representation, warranty, agreement or covenant under the Purchase and Sale Agreement or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such a breach.

(p)      Notice of Proceedings. The Borrower shall notify the Administrative Agent and each Lender Agent, as soon as possible and in any event within three Business Days, after the Borrower receives notice or obtains knowledge thereof, of any settlement of, material judgment (including a material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any material labor controversy, material litigation, material action, material suit or material proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Collateral Portfolio, the Transaction Documents, the Collateral Agent’s, for the benefit of the Secured Parties, interest in the Collateral Portfolio, or the Borrower, the Servicer or the Transferor or any of their Affiliates. For purposes of this Section 5.01(p), (i) any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Collateral Portfolio, the Transaction Documents, the Collateral Agent’s, for the benefit of the Secured Parties, interest in the Collateral Portfolio, or the Borrower in excess of $500,000 shall be deemed to be material and (ii) any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Servicer or the Transferor in excess of $1,000,000 shall be deemed to be material.

(q)      Notice of ERISA Reportable Events. The Borrower shall promptly notify the Administrative Agent and each Lender Agent after receiving notice of any “reportable event” (as defined in Title IV of ERISA, other than an event for which the reporting requirements have

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been waived by regulations) with respect to the Borrower (or any ERISA Affiliate thereof), and provide them with a copy of such notice.

(r)       Notice of Accounting Changes. As soon as possible and in any event within three Business Days after the effective date thereof, the Borrower will provide to the Administrative Agent and each Lender Agent notice of any material change in the accounting policies of the Borrower.

(s)      Additional Documents. The Borrower shall provide the Administrative Agent and each Lender Agent with (i) copies of such documents as the Administrative Agent or any Lender Agent may reasonably request evidencing the truthfulness of the representations set forth in this Agreement and (ii) all documentation and other information requested by any Lender Agent in its sole discretion and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and Anti-Money Laundering Laws, all in form and substance reasonably satisfactory to each Lender Agent, in each case that are within the possession or control of (or are reasonably accessible to) the Borrower.

(t)       Protection of Security Interest. With respect to the Collateral Portfolio acquired by the Borrower, the Borrower will (i) if acquired from the Transferor, acquire such Collateral Portfolio pursuant to and in accordance with the terms of the Purchase and Sale Agreement or such other similar agreement, as applicable, (ii) (at the expense of the Borrower) take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership of such Collateral Portfolio free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including, without limitation, (a) with respect to the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing, filing and maintaining (at the expense of the Borrower), effective financing statements against the Transferor in all necessary or appropriate filing offices (including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments with respect thereto in such filing offices, (including any amendments thereto or assignments thereof) and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate, (iii) (at the expense of the Borrower) take all action necessary to cause a valid, subsisting and enforceable first priority perfected security interest, subject only to Permitted Liens, to exist in favor of the Collateral Agent (for the benefit of the Secured Parties) in the Borrower’s interests in all of the Collateral Portfolio being Pledged hereunder, including the filing of a UCC financing statement in the applicable jurisdiction adequately describing the Collateral Portfolio (which may include an “all asset” filing), and naming the Borrower as debtor and the Collateral Agent as the secured party, and filing continuation statements, amendments or assignments with respect thereto in such filing offices, (including any amendments thereto or assignments thereof), (iv) permit the Administrative Agent or any Lender Agent or their respective agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable advance notice examine and make copies of all documents, books, records and other information concerning the Collateral Portfolio and discuss matters related thereto with any of the officers or employees of the Borrower having knowledge of such matters (provided that the Borrower shall not be liable for the costs and expenses of more than two such visits in any calendar year unless an Event of Default has occurred hereunder, in which event the number of visits for which the Borrower shall be liable for the costs and expenses shall not be limited), and (v) take all additional action that the Administrative Agent, any Lender Agent or the Collateral Agent may reasonably request to perfect, protect and more fully evidence the respective first priority perfected security interests of the parties to this

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Agreement in the Collateral Portfolio, or to enable the Administrative Agent or the Collateral Agent to exercise or enforce any of their respective rights hereunder.

(u)      Liens. The Borrower will promptly notify the Administrative Agent and the Lender Agents of the existence of any Lien on the Collateral Portfolio (other than Permitted Liens) and the Borrower shall defend the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under the Collateral Portfolio against all claims of third parties.

(v)      Other Documents. At any time from time to time upon prior written request of the Administrative Agent or any Lender Agent, at the sole expense of the Borrower, the Borrower will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent or any Lender Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest (subject only to Permitted Liens) granted hereunder and of the rights and powers herein granted (including, among other things, authorizing the filing of such UCC financing statements as the Administrative Agent may request).

(w)     Compliance with Law. The Borrower shall at all times comply in all material respects with all Applicable Law applicable to Borrower or any of its assets (including, without limitation, Environmental Laws, and all federal securities laws), and Borrower shall do or cause to be done all things necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business.

(x)      Proper Records. The Borrower shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earning for each fiscal year all such proper reserves in accordance with GAAP.

(y)     Satisfaction of Obligations. The Borrower shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves with respect thereto have been provided on the books of the Borrower.

(z)      Performance of Covenants. The Borrower shall observe, perform and satisfy all the material terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. The Borrower shall pay and discharge all Taxes, levies, liens and other charges on it or its assets and on the Collateral Portfolio that, in each case, in any manner would create any lien or charge upon the Collateral Portfolio, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP.

(aa)    Tax Treatment. The Borrower, the Transferor and the Lenders shall treat the Advances advanced hereunder as indebtedness of the Borrower (or, so long as the Borrower is treated as a disregarded entity for U.S. federal income tax purposes, as indebtedness of the entity of which it is considered to be a part) for U.S. federal income tax purposes and to file any and all tax forms in a manner consistent therewith.

(bb)   Maintenance of Records. The Borrower will maintain records with respect to the Collateral Portfolio and the conduct and operation of its business with no less a degree of prudence than if the Collateral Portfolio were held by the Borrower for its own account and not

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subject to the terms of the Transaction Documents and will furnish the Administrative Agent and each Lender Agent, upon the reasonable request by the Administrative Agent and each Lender Agent, information with respect to the Collateral Portfolio and the conduct and operation of its business.

(cc)    Obligor Notification Forms. The Borrower shall furnish the Collateral Agent and the Administrative Agent with an appropriate power of attorney to send (at the Administrative Agent’s discretion on the Collateral Agent’s behalf, after the occurrence of an Event of Default) Obligor notification forms to give notice to the Obligors of the Collateral Agent’s interest in the Collateral Portfolio and the obligation to make payments as directed by the Administrative Agent on the Collateral Agent’s behalf.

(dd)   Beneficial Ownership Regulation. Within five (5) Business Days of the Thirteenth Amendment Date, the Borrower shall deliver the Beneficial Ownership Certification. Promptly following any subsequent request therefor, the Borrower shall deliver to the Lender information and documentation reasonably requested by the Lender for purposes of compliance with the Beneficial Ownership Regulation.

(ee)    Continuation Statements. The Borrower shall, not earlier than six months and not later than three months prior to the fifth anniversary of the date of filing of the financing statement referred to in Schedule I hereto or any other financing statement filed pursuant to this Agreement or in connection with any Advance hereunder, unless the Collection Date shall have occurred:

(i)            authorize and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and

(ii)           deliver or cause to be delivered to the Collateral Agent, the Administrative Agent and the Lender Agents an opinion of the counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, confirming and updating the opinion delivered pursuant to Schedule I with respect to perfection and otherwise to the effect that the security interest hereunder continues to be an enforceable and perfected security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

(ff)     Disregarded Entity. The Borrower will be disregarded as an entity separate from its owner pursuant to Treasury Regulation Section 301.7701-3(b), and neither the Borrower nor any other Person on its behalf shall make an election to be treated as other than an entity disregarded from its owner under Treasury Regulation Section 301.7701-3(c).

(gg)   Expenses relating to Controlled Accounts. The Borrower will be required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the maintenance of the Controlled Accounts.

(hh)   Compliance with Anti-Money Laundering Laws and Anti-Corruption Laws. The Borrower, each Person directly or indirectly Controlling the Borrower and each Person directly or indirectly Controlled by the Borrower and, to the Borrower’s knowledge, any Related Party of the foregoing shall: (i) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance with the Anti-Money Laundering Laws and Anti-Corruption Laws; (ii) conduct the requisite due diligence in connection with the transactions contemplated herein for purposes of complying with the Anti-Money Laundering Laws, including with respect to the legitimacy of any applicable investor and the origin of the assets used by such investor to purchase

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the property in question, and will maintain sufficient information to identify any applicable investor for purposes of the Anti-Money Laundering Laws; (iii) ensure it does not use any of the credit in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws; and (iv) ensure it does not fund any repayment of the Obligations in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.

Section 5.02     Negative Covenants of the Borrower. From the Closing Date until the Collection Date:

(a)      Special Purpose Entity Requirements. Except as otherwise permitted by this Agreement, the Borrower shall not (i) guarantee any obligation of any Person, including any Affiliate; (ii) engage, directly or indirectly, in any business, other than the actions required or permitted to be performed under the Transaction Documents; (iii) incur, create or assume any Indebtedness, other than Indebtedness incurred under the Transaction Documents or under any Hedging Agreement pursuant to Section 5.09(a); (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities (other than any equity or other securities retained pursuant to Section 6.05) of, any Person, except that the Borrower may invest in those Loan Assets and other investments permitted under the Transaction Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Transaction Documents and permit the same to remain outstanding in accordance with such provisions; (v) become insolvent or fail to pay its debts and liabilities from its assets when due; (vi) create, form or otherwise acquire any Subsidiaries (other than any equity or other securities retained pursuant to Section 6.05) or (vii) release, sell, transfer, convey or assign any Loan Asset unless in accordance with the Transaction Documents.

(b)      Requirements for Material Actions. The Borrower shall not fail to provide (and at all times the Borrower’s organizational documents shall reflect) that the unanimous consent of all directors (including the consent of the Independent Director(s)) is required for the Borrower to (i) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (iv) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Borrower, (v) make any assignment for the benefit of the Borrower’s creditors, (vi) admit in writing its inability to pay its debts generally as they become due, or (vii) take any action in furtherance of any of the foregoing.

(c)      Protection of Title. The Borrower shall not take any action which would directly or indirectly impair or adversely affect the Borrower’s title to the Collateral Portfolio.

(d)      Transfer Limitations. The Borrower shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Collateral Portfolio to any person other than the Collateral Agent for the benefit of the Secured Parties, or engage in financing transactions or similar transactions with respect to the Collateral Portfolio with any person other than the Administrative Agent and the Lenders, in each case, except as otherwise expressly permitted by the terms of this Agreement.

(e)      Liens. The Borrower shall not create, incur or permit to exist any lien, encumbrance or security interest in or on any of the Collateral Portfolio subject to the security interest granted by the Borrower pursuant to this Agreement, other than Permitted Liens.

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(f)       Organizational Documents. The Borrower shall not amend, modify or terminate any of the organizational or operational documents of the Borrower without the prior written consent of the Administrative Agent.

(g)      Merger, Acquisitions, Sales, etc. The Borrower shall not change its organizational structure, enter into any transaction of merger or consolidation or amalgamation, or asset sale (other than pursuant to Section 2.07), or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) without the prior written consent of the Administrative Agent.

(h)      Use of Proceeds. The Borrower shall not use the proceeds of any Advance other than (x) to finance the purchase by the Borrower, on a “true sale” basis, of Collateral Portfolio, (y) to fund the Unfunded Exposure Account in order to establish reserves for unfunded commitments of Revolving Loan Assets and Delayed Draw Loan Assets included in the Collateral Portfolio or (z) to distribute such proceeds to the Transferor (so long as such distribution is permitted pursuant to Section 5.02(m)). The Borrower shall not use the proceeds of any Advance in violation of Anti-Corruption Laws or Anti-Money Laundering Laws.

(i)       Limited Assets. The Borrower shall not hold or own any assets that are not part of the Collateral Portfolio.

(j)       Tax Treatment. The Borrower shall not elect to be treated as a corporation for U.S. federal income tax purposes and shall take all reasonable steps necessary to avoid being treated as a corporation for U.S. federal income tax purposes.

(k)      Extension or Amendment of Collateral Portfolio. The Borrower will not, except as otherwise permitted in Section 6.04(a) of this Agreement and in accordance with the Servicing Standard, extend, amend or otherwise modify the terms of any Loan Asset (including the Underlying Collateral).

(l)       Purchase and Sale Agreement. The Borrower will not amend, modify, waive or terminate any provision of the Purchase and Sale Agreement without the prior written consent of the Administrative Agent.

(m)     Restricted Junior Payments. The Borrower shall not make any Restricted Junior Payment, except that, so long as no Event of Default or Unmatured Event of Default has occurred or would result therefrom, the Borrower may declare and make distributions to its member on its membership interests.

(n)      ERISA Matters. The Borrower will not (a) engage, and will exercise its best efforts not to permit any ERISA Affiliate to engage, in any prohibited transaction (within the meaning of ERISA Section 406(a) or (b) or Code Section 4975) for which an exemption is not available or has not previously been obtained from the United States Department of Labor, (b) fail to meet the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the Code with respect to any Pension Plan other than a Multiemployer Plan, (c) fail to make any payments to a Multiemployer Plan that the Borrower or any ERISA Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto, (d) terminate any Pension Plan so as to result, directly or indirectly in any liability to the Borrower, or (e) permit to exist any occurrence of any reportable event described in Title IV of ERISA with respect to any Pension Plan, other than an event for which reporting requirements have been waived by regulations.

(o)      Instructions to Obligors. The Borrower will not make any change, or permit the Servicer to make any change, in its instructions to Obligors regarding payments to be made with respect to the Collateral Portfolio to the Collection Account unless the Administrative Agent

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has consented to such change (other than, with respect to the Initial Loan Assets, any change which consists solely of directing Obligors or the agents on the Initial Loan Assets to direct payments to the Collection Account).

(p)      Compliance with Sanctions. None of the Borrower, any Person directly or indirectly Controlling the Borrower nor any Person directly or indirectly Controlled by the Borrower and, to the Borrower’s knowledge, no Related Party of the foregoing will, directly or indirectly, use the proceeds of any Advance hereunder, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person (i) to fund any activities or business of or with a Sanctioned Person, or (ii) in any manner that would be prohibited by Sanctions or would otherwise cause any Lender to be in breach of any Sanctions. Each Person shall comply with all applicable Sanctions in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance with Sanctions. Each Person will notify each Lender and the Administrative Agent in writing not more than one (1) Business Day after becoming aware of any breach of this section.

(q)      Change of Jurisdiction, Location, Names or Location of Loan Asset Files. The Borrower shall not change the jurisdiction of its formation, make any change to its corporate name or use any tradenames, fictitious names, assumed names, “doing business as” names or other names unless, prior to the effective date of any such change in the jurisdiction of its formation, name change or use, the Borrower receives prior written consent from the Administrative Agent of such change and delivers to the Administrative Agent such financing statements as the Administrative Agent may request to reflect such name change or use, together with such Opinions of Counsel and other documents and instruments as the Administrative Agent may request in connection therewith. The Borrower will not change the location of its chief executive office unless prior to the effective date of any such change of location, the Borrower notifies the Administrative Agent of such change of location in writing. The Borrower will not move, or consent to the Collateral Custodian or the Servicer moving, the Loan Asset Files from the location thereof on the Closing Date, unless the Administrative Agent shall consent to such move in writing and the Servicer shall provide the Administrative Agent with such Opinions of Counsel and other documents and instruments as the Administrative Agent may request in connection therewith.

(r)       Allocation of Charges. There will not be any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges; provided that it is understood and acknowledged that the Borrower will be consolidated with the Transferor for tax purposes.

Section 5.03     Affirmative Covenants of the Servicer.

From the Closing Date until the Collection Date:

(a)      Compliance with Law. The Servicer will comply in all material respects with all Applicable Law, including those with respect to servicing the Collateral Portfolio or any part thereof.

(b)      Preservation of Company Existence. The Servicer will preserve and maintain its limited liability company existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected to have a Material Adverse Effect.

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(c)      Obligations and Compliance with Collateral Portfolio. The Servicer will take all actions within its control so as to permit the Borrower to fulfill and comply with all obligations on the part of the Borrower to be fulfilled or complied with under or in connection with the administration of each item of Collateral Portfolio and will do nothing to impair the rights of the Collateral Agent, for the benefit of the Secured Parties, or of the Secured Parties in, to and under the Collateral Portfolio.

(d)      Keeping of Records and Books of Account.

(i)            The Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Collateral Portfolio in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Collateral Portfolio and the identification of the Collateral Portfolio.

(ii)           The Servicer shall permit the Administrative Agent, each Lender Agent or their respective agents or representatives, to visit the offices of the Servicer during normal office hours and upon reasonable advance notice and examine and make copies of all documents, books, records and other information concerning the Collateral Portfolio and the Servicer’s servicing thereof and discuss matters related thereto with any of the officers or employees of the Servicer having knowledge of such matters (provided that the Servicer shall not be liable for the costs and expenses of more than two such visits in any calendar year unless an Event of Default has occurred hereunder, in which event the number of visits for which the Servicer shall be liable for the costs and expenses shall not be limited).

(iii)          The Servicer will on or prior to the Closing Date, mark its master data processing records and other books and records relating to the Collateral Portfolio with a legend, acceptable to the Administrative Agent describing (i) the sale of the Collateral Portfolio to the Borrower and (ii) the Pledge from the Borrower to the Collateral Agent, for the benefit of the Secured Parties.

(e)      Preservation of Security Interest. The Servicer (at the expense of the Borrower) will file such financing and continuation statements and any other documents that may be required by any law or regulation of any Governmental Authority to preserve and protect fully the first priority perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing.

(f)       Events of Default. The Servicer will provide the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent) with immediate written notice of the occurrence of each Event of Default and each Unmatured Event of Default of which the Servicer has knowledge or has received notice. In addition, no later than two Business Days following the Servicer’s knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default, the Servicer will provide to the Collateral Agent, the Administrative Agent and each Lender Agent a written statement of the chief financial officer or chief accounting officer of the Servicer setting forth the details of such event and the action that the Servicer proposes to take with respect thereto. The Servicer shall notify the Administrative Agent within two (2) Business Days of its knowledge of the occurrence of any payment default by an Obligor under any Eligible Loan Asset or any Bankruptcy Event with respect to any Obligor under any Loan Assets.

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(g)      Taxes. The Servicer will file its tax returns and pay any and all Taxes imposed on it or its property as required under the Transaction Documents (except as contemplated by Section 4.03(m)).

(h)      Other. The Servicer will promptly furnish to the Collateral Agent, the Administrative Agent and each Lender Agent (i) such other information, documents, records or reports respecting the Collateral Portfolio or the condition or operations, financial or otherwise, of the Borrower or the Servicer as the Collateral Agent, any Lender Agent or the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent, the Lender Agents, the Collateral Agent or Secured Parties under or as contemplated by this Agreement and (ii) all documentation and other information requested by any Lender Agent in its sole discretion and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and Anti-Money Laundering Laws, all in form and substance reasonably satisfactory to each Lender Agent, that are within the possession or control of (or are reasonably accessible to) the Servicer.

(i)       Proceedings Related to the Borrower, the Transferor and the Servicer and the Transaction Documents. The Servicer shall notify the Administrative Agent and each Lender Agent as soon as possible and in any event within three Business Days after any executive officer of the Servicer receives notice or obtains knowledge thereof of any settlement of, judgment (including a judgment with respect to the liability phase of a bifurcated trial) in or commencement of any labor controversy, litigation, action, suit or proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that could reasonably be expected to have a Material Adverse Effect on the Borrower, the Transferor or the Servicer (or any of their Affiliates) or the Transaction Documents. For purposes of this Section 5.03(i), (i) any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Transaction Documents or the Borrower in excess of $500,000 shall be deemed to be expected to have such a Material Adverse Effect and (ii) any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Servicer or the Transferor in excess of $1,000,000 shall be deemed to be expected to have such a Material Adverse Effect.

(j)       Deposit of Collections. The Servicer shall promptly (but in no event later than two Business Days after receipt) deposit or cause to be deposited into the Collection Account any and all Available Collections received by the Borrower, the Servicer or any of their Affiliates.

(k)      Compliance with Anti-Money Laundering Laws and Anti-Corruption Laws. The Servicer, each Person directly or indirectly Controlling the Servicer and each Person directly or indirectly Controlled by the Servicer and, to the Servicer’s knowledge, any Related Party of the foregoing shall: (i) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance with the Anti-Money Laundering Laws and Anti-Corruption Laws; (ii) conduct the requisite due diligence in connection with the transactions contemplated herein for purposes of complying with the Anti-Money Laundering Laws, including with respect to the legitimacy of any applicable investor and the origin of the assets used by such investor to purchase the property in question, and will maintain sufficient information to identify any applicable investor for purposes of the Anti-Money Laundering Laws; (iii) ensure it does not use any of the credit in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws; and (iv) ensure it does not fund any repayment of the Obligations in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.

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(l)       Special Purpose Entity Requirements. The Servicer shall take such actions as are necessary to cause the Borrower to be in compliance with the special purpose entity requirements set forth in Sections 5.01(a) and (b) and 5.02(a) and (b); provided, that, for the avoidance of doubt, the Servicer shall not be required to expend any of its own funds to cause the Borrower to be in compliance with subsection 5.02(a)(v) or subsection 5.01(b)(xvii).

(m)     Accounting Changes. As soon as possible and in any event within three Business Days after the effective date thereof, the Servicer will provide to the Administrative Agent and the Lender Agents notice of any material change in the accounting policies of the Transferor.

(n)      Proceedings Related to the Collateral Portfolio. The Servicer shall notify the Administrative Agent and each Lender Agent as soon as possible and in any event within three Business Days after any Responsible Officer of the Servicer receives notice or has actual knowledge of any settlement of, judgment (including a judgment with respect to the liability phase of a bifurcated trial) in or commencement of any labor controversy, litigation, action, suit or proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that could reasonably be expected to have a Material Adverse Effect on the interests of the Collateral Agent or the Secured Parties in, to and under the Collateral Portfolio. For purposes of this Section 5.03(m), any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Collateral Portfolio or the Collateral Agent’s or the Secured Parties’ interest in the Collateral Portfolio in excess of $1,000,000 or more shall be deemed to be expected to have such a Material Adverse Effect.

(o)      Compliance with Legal Opinions. The Servicer shall take all other actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of Dechert LLP, as special counsel to the Servicer, issued in connection with the Transaction Documents and relating to the issues of substantive consolidation and true sale of the Loan Assets.

(p)      Instructions to Agents and Obligors. The Servicer shall direct, or shall cause the Transferor to direct, any agent or administrative agent for any Loan Asset to remit all payments and collections with respect to such Loan Asset, and, if applicable, to direct the Obligor with respect to such Loan Asset to remit all such payments and collections with respect to such Loan Asset directly to the Collection Account. The Servicer shall take commercially reasonable steps to ensure, and shall cause the Transferor to take commercially reasonable steps to ensure, that only funds constituting payments and collections relating to Loan Assets shall be deposited into the Collection Account.

(q)      Capacity as Servicer. The Servicer will ensure that, at all times when it is dealing with or in connection with the Loan Assets in its capacity as Servicer, it holds itself out as Servicer, and not in any other capacity.

(r)       Notice of Breaches of Representations and Warranties under the Purchase and Sale Agreement. The Servicer confirms and agrees that the Servicer will, upon receipt of notice or discovery thereof, promptly send to the Administrative Agent, each Lender Agent and the Collateral Agent a notice of (i) any breach of any representation, warranty, agreement or covenant under the Purchase and Sale Agreement or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such a breach, in each case, promptly upon learning thereof.

(s)      Audits. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent and each Lender Agent, the Servicer shall allow the Administrative Agent and each Lender Agent (during normal office hours and upon advance

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notice) to review the Servicer’s collection and administration of the Collateral Portfolio in order to assess compliance by the Servicer with the Servicing Standard, as well as with the Transaction Documents and to conduct an audit of the Collateral Portfolio and Required Loan Documents in conjunction with such a review (provided that the Servicer shall not be liable for the costs and expenses of more than two such visits in any calendar year unless an Event of Default has occurred hereunder, in which event the number of visits for which the Servicer shall be liable for the costs and expenses shall not be limited). Such review shall be reasonable in scope and shall be completed in a reasonable period of time.

(t)       Notice of Breaches of Representations and Warranties under this Agreement. The Servicer shall promptly notify the Administrative Agent and the Lender Agents if any representation or warranty set forth in Section 4.03 was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Collateral Agent, the Administrative Agent and the Lender Agents a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Servicer shall notify the Administrative Agent and the Lender Agents in the manner set forth in the preceding sentence before any Cut-Off Date of any facts or circumstances within the knowledge of the Servicer which would render any of the said representations and warranties untrue at the date when such representations and warranties were made or deemed to have been made.

(u)      Insurance Policies. The Servicer has caused, and will cause, to be performed any and all acts reasonably required to be performed to preserve the rights and remedies of the Collateral Agent and the Secured Parties in any Insurance Policies applicable to Loan Assets (to the extent the Servicer or an Affiliate of the Servicer is the agent or servicer under the applicable Loan Agreement) including, without limitation, in each case, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Collateral Agent and the Secured Parties; provided that, unless the Borrower is the sole lender under such Loan Agreement, the Servicer shall only take such actions that are customarily taken by or on behalf of a lender in a syndicated loan facility to preserve the rights of such lender.

(v)      Disregarded Entity. The Servicer shall cause the Borrower to be disregarded as an entity separate from its owner pursuant to Treasury Regulation Section 301.7701-3(b) and shall ensure that neither the Borrower nor any other Person on its behalf shall make an election to be treated as other than an entity disregarded from its owner under Treasury Regulation Section 301.7701-3(c).

(w)     Sanctions. The Servicer shall promptly, but no later than one (1) Business Day after becoming aware thereof, notify the Administrative Agent and the Lenders in writing of any breach of Section 4.01(ii), Section 4.03(q), Section 5.02(q) or Section 5.04(f).

Section 5.04     Negative Covenants of the Servicer.

From the Closing Date until the Collection Date:

(a)      Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

(i)            the Servicer has delivered to the Administrative Agent and each Lender Agent an Officer’s Certificate and an Opinion of Counsel (which may rely on an Officer’s Certificate as to factual matters such as whether or not such transaction would cause an Event of Default or Servicer Termination Event) each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed

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in connection therewith comply with this Section 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request;

(ii)           the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender Agent;

(iii)          after giving effect thereto, no Event of Default or Servicer Termination Event or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Termination Event shall have occurred; and

(iv)          the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer; provided that, the consent of the Administrative Agent shall not be required in the event that the Servicer consolidates or merges into an Affiliate of Golub Capital BDC, Inc. or conveys or transfers all or substantially all of its properties and assets to an Affiliate of Golub Capital BDC, Inc., in each case, so long as (x) the surviving entity has, together with its Affiliates, at least $2,000,000,000 of assets under management (measured as of the last day of the most recent fiscal quarter of such surviving entity and its Affiliates) and (y) the surviving entity’s regular business includes the servicing of assets similar to the Collateral Portfolio.

(b)      Change of Name or Location of Loan Asset Files. The Servicer shall not (x) change its name, move the location of its principal place of business and chief executive office, change the offices where it keeps records concerning the Collateral Portfolio from the address set forth in Section 11.02, or change the jurisdiction of its formation, or (y) move, or consent to the Collateral Custodian moving, the Required Loan Documents and Loan Asset Files from the location thereof on the initial Advance Date, unless the Administrative Agent shall consent of such move in writing and the Servicer shall provide the Administrative Agent with such Opinions of Counsel and other documents and instruments as the Administrative Agent may request in connection therewith and has taken all actions required under the UCC of each relevant jurisdiction in order to continue the first priority perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral Portfolio.

(c)      Change in Payment Instructions to Obligors. The Servicer will not make any change in its instructions to Obligors regarding payments to be made with respect to the Collateral Portfolio to the Collection Account, unless the Administrative Agent has consented to such change (other than, with respect to the Initial Loan Assets, any change which consists solely of directing Obligors or the agents on the Initial Loan Assets to direct payments to the Collection Account).

(d)      Extension or Amendment of Loan Assets. The Servicer will not, except as otherwise permitted in Section 6.04(a), extend, amend or otherwise modify the terms of any Loan Asset (including the Underlying Collateral).

(e)      Allocation of Charges. There will not be any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges; provided that it is understood and acknowledged that the Borrower will be consolidated with the Transferor for tax purposes.

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(f)       Compliance with Sanctions. None of the Servicer, any Person directly or indirectly Controlling the Servicer nor any Person directly or indirectly Controlled by the Servicer and, to the Servicer’s knowledge, no Related Party of the foregoing will, directly or indirectly, use the proceeds of any Advance hereunder, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person (i) to fund any activities or business of or with a Sanctioned Person, or (ii) in any manner that would be prohibited by Sanctions or would otherwise cause any Lender to be in breach of any Sanctions. Each Person shall comply with all applicable Sanctions in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance with Sanctions. Each Person will notify each Lender and the Administrative Agent in writing not more than one (1) Business Day after becoming aware of any breach of this section.

Section 5.05     Affirmative Covenants of the Collateral Agent. From the Closing Date until the Collection Date:

(a)      Compliance with Law. The Collateral Agent will comply in all material respects with all Applicable Law.

(b)      Preservation of Existence. The Collateral Agent will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected to have a Material Adverse Effect.

Section 5.06     Negative Covenants of the Collateral Agent. From the Closing Date until the Collection Date, the Collateral Agent will not make any changes to the Collateral Agent Fees without the prior written approval of the Administrative Agent.

Section 5.07     Affirmative Covenants of the Collateral Custodian. From the Closing Date until the Collection Date:

(a)      Compliance with Law. The Collateral Custodian will comply in all material respects with all Applicable Law.

(b)      Preservation of Existence. The Collateral Custodian will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected to have a Material Adverse Effect.

(c)      Location of Required Loan Documents. Subject to Article XII of this Agreement, the Required Loan Documents shall remain at all times in the possession of the Collateral Custodian at the address set forth in Section 11.02 unless notice of a different address is given in accordance with the terms hereof or unless the Administrative Agent agrees to allow certain Required Loan Documents to be released to the Servicer on a temporary basis in accordance with the terms hereof, except as such Required Loan Documents may be released pursuant to the terms of this Agreement.

Section 5.08     Negative Covenants of the Collateral Custodian.

From the Closing Date until the Collection Date:

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(a)      Required Loan Documents. The Collateral Custodian will not dispose of any documents constituting the Required Loan Documents in any manner that is inconsistent with the performance of its obligations as the Collateral Custodian pursuant to this Agreement and will not dispose of any Collateral Portfolio except as contemplated by this Agreement.

(b)      No Changes in Collateral Custodian Fees. The Collateral Custodian will not make any changes to the Collateral Custodian Fees without the prior written approval of the Administrative Agent.

Section 5.09     Covenants of the Borrower Relating to Hedging of Loan Assets.

(a)      The Borrower may enter into Hedge Agreements for certain fixed rate Loan Assets with a Hedge Counterparty with the prior written consent of the Administrative Agent.

(b)      As additional security hereunder, the Borrower hereby assigns to the Collateral Agent, for the benefit of the Secured Parties, all right, title and interest of the Borrower (but none of the obligations) in each Hedging Agreement, each Hedge Transaction, and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (“Hedge Collateral”), and grants a security interest to the Collateral Agent, for the benefit of the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that as a result of such assignment the Borrower may not, without the prior written consent of the Administrative Agent and the Collateral Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for the Borrower’s right under any Hedging Agreement to enter into Hedge Transactions in order to meet the Borrower’s obligations under Section 5.09(a) hereof. Nothing herein shall have the effect of releasing the Borrower from any of its obligations under any Hedging Agreement or any Hedge Transaction, nor be construed as requiring the consent of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or any Secured Party for the performance by the Borrower of any such obligations.

(c)      The Borrower shall, promptly upon execution thereof, provide to the Administrative Agent and the Collateral Agent a copy of any Hedging Agreement entered into in connection with this Agreement.

ARTICLE VI.

ADMINISTRATION AND SERVICING OF CONTRACTS

Section 6.01     Appointment and Designation of the Servicer.

(a)      Initial Servicer. The Borrower hereby appoints Senior Loan FundGC Advisors LLC, pursuant to the terms and conditions of this Agreement, as Servicer, with the authority to service, administer and exercise rights and remedies, on behalf of the Borrower, in respect of the Collateral Portfolio. Until the Administrative Agent gives Senior Loan FundGC Advisors LLC a Servicer Termination Notice, Senior Loan FundGC Advisors LLC hereby accepts such appointment and agrees to perform the duties and responsibilities of the Servicer pursuant to the terms hereof. The Servicer and the Borrower hereby acknowledge that the Administrative Agent and the Secured Parties are third party beneficiaries of the obligations undertaken by the Servicer hereunder.

(b)      Servicer Termination Notice. The Borrower, the Servicer, each Lender Agent, and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to the Servicer (with a copy to the Collateral Agent) (a “Servicer Termination Notice”), may terminate all of the rights, obligations, power and authority of the Servicer under this Agreement. On and after the receipt by the Servicer

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of a Servicer Termination Notice pursuant to this Section 6.01(b), the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent, until a date mutually agreed upon by the Servicer and the Administrative Agent and shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.04, the Servicing Fees therefor accrued until such date. After such date, the Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent believes will facilitate the transition of the performance of such activities to a successor Servicer, and the successor Servicer shall assume each and all of the Servicer’s obligations to service and administer the Collateral Portfolio, on the terms and subject to the conditions herein set forth, and the Servicer shall use its best efforts to assist the successor Servicer in assuming such obligations (it being understood that the Administrative Agent may be such successor Servicer).

(c)      Appointment of Replacement Servicer. At any time following the delivery of a Servicer Termination Notice, the Administrative Agent may, (i) in its sole discretion, appoint an Approved Replacement Servicer as the Servicer under this Agreement and, in such case, all authority, power, rights and obligations of the Servicer shall pass to and be vested in such Approved Replacement Servicer or (ii) with the prior writtenwith the consent of the Borrower and GCBDC (such consent not to be unreasonably withheld, delayed or conditioned and such consent not required if the Administrative Agent shall be the successor Servicer), appoint a new Servicer (in each case, the “Replacement Servicer”), which appointment shall take effect upon the Replacement Servicer accepting such appointment by a written assumption in a form satisfactory to the Administrative Agent in its sole discretion and, in such case, all authority, power, rights and obligations of the Servicer shall pass to and be vested in such Replacement Servicer. In the event that a Replacement Servicer has not accepted its appointment at the time when the Servicer ceases to act as Servicer, or has not been appointed within sixty (60) days of the termination of the Servicer due to the failure of any such Replacement Servicer to be approved, the Administrative Agent shall petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than United States $50,000,000 and whose regular business includes the servicing of assets similar to the Collateral Portfolio, as the Replacement Servicer hereunder.

(d)      Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided, that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer, upon becoming a Replacement Servicer,

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are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

(e)      Authority and Power. All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral Portfolio.

(f)       Subcontracts. The Servicer may, with the prior written consent of the Administrative Agent, subcontract with any other Person for servicing, administering or collecting the Collateral Portfolio; provided, that (i) the Servicer shall select any such Person with reasonable care and shall be solely responsible for the fees and expenses payable to any such Person, (ii) the Servicer shall not be relieved of, and shall remain liable for, the performance of the duties and obligations of the Servicer pursuant to the terms hereof without regard to any subcontracting arrangement and (iii) any such subcontract (other than any subcontract between GC Advisors LLC and its Affiliates) shall be terminable upon the occurrence of a Servicer Termination Event; provided, further that no Administrative Agent consent shall be required to enter into any subcontract with an Affiliate of the Servicer.

(g)      Waiver. The Borrower acknowledges that the Administrative Agent or any of its Affiliates may act as the Collateral Agent and/or the Servicer, and the Borrower waives any and all claims against the Administrative Agent, each Lender Agent or any of their respective Affiliates, the Collateral Agent and the Servicer (other than claims relating to such party’s gross negligence or willful misconduct) relating in any way to the custodial or collateral administration functions having been performed by the Administrative Agent or any of its Affiliates in accordance with the terms and provisions (including the standard of care) set forth in the Transaction Documents.

Section 6.02     Duties of the Servicer.

(a)      Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the occurrence of a Servicer Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following:

(i)            supervising the Collateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;

(ii)           maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its

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performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender Agent may reasonably request;

(iii)          maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral Portfolio;

(iv)          promptly delivering to the Administrative Agent, each Lender Agent, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender Agent, Collateral Custodian or the Collateral Agent may from time to time reasonably request;

(v)           identifying each Loan Asset clearly and unambiguously in its servicing records to reflect that such Loan Asset is owned by the Borrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;

(vi)          notifying the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) that is or is threatened to be asserted by an Obligor with respect to any Loan Asset (or portion thereof) of which it has knowledge or has received notice; or (2) that could reasonably be expected to have a Material Adverse Effect;

(vii)         [reserved];

(viii)        maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;

(ix)           directing the Collateral Agent to make payments pursuant to the terms of the Servicing Report in accordance with Section 2.04;

(x)            directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;

(xi)           providing advice to the Borrower with respect to the purchase and sale of and payment for the Loan Assets;

(xii)          instructing the Obligors and the administrative agents on the Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;

(xiii)         delivering the Loan Asset Files and the Loan Tape to the Collateral Custodian; and

(xiv)         complying with such other duties and responsibilities as may be required of the Servicer by this Agreement.

It is acknowledged and agreed that in circumstances in which a Person other than the Borrower, the Transferor or the Servicer acts as lead agent with respect to any Loan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the related loan syndication Loan Agreements has the right to do so.

(b)      Notwithstanding anything to the contrary contained herein, the exercise by the Administrative Agent, the Collateral Agent, each Lender Agent and the Secured Parties of their rights hereunder shall not release the Servicer, the Transferor or the Borrower from any of their

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duties or responsibilities with respect to the Collateral Portfolio. The Secured Parties, the Administrative Agent, each Lender Agent and the Collateral Agent shall not have any obligation or liability with respect to any Collateral Portfolio, nor shall any of them be obligated to perform any of the obligations of the Servicer hereunder.

(c)      Any payment by an Obligor in respect of any indebtedness owed by it to the Transferor or the Borrower shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a collection of a payment by such Obligor (starting with the oldest such outstanding payment due) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 6.03     Authorization of the Servicer.

(a)      Each of the Borrower, the Administrative Agent, each Lender Agent, each Lender and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the sale of the Collateral Portfolio by the Transferor to the Borrower under the Purchase and Sale Agreement and, thereafter, the Pledge by the Borrower to the Collateral Agent on behalf of the Secured Parties hereunder, to collect all amounts due under any and all of the Collateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Collateral Portfolio and, after the delinquency of any of the Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Transferor could have done if it had continued to own such Collateral Portfolio. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectability of the Collateral Portfolio. In no event shall the Servicer be entitled to make the Secured Parties, the Administrative Agent, the Collateral Agent, any Lender, any Lender Agent or any Hedge Counterparty a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

(b)      After the declaration of the Facility Maturity Date, at the direction of the Administrative Agent, the Servicer shall take such action as the Administrative Agent may deem necessary or advisable to enforce collection of the Collateral Portfolio; provided that, the Administrative Agent may, at any time that an Event of Default has occurred, notify any Obligor with respect to any Collateral Portfolio of the assignment of such Collateral Portfolio to the Collateral Agent on behalf of the Secured Parties and direct that payments of all amounts due or to become due be made directly to the Administrative Agent or any servicer, collection agent or account designated by the Administrative Agent and, upon such notification and at the expense of the Borrower, the Administrative Agent may enforce collection of any such Collateral Portfolio, and adjust, settle or compromise the amount or payment thereof.

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Section 6.04     Collection of Payments; Accounts.

(a)      Collection Efforts, Modification of Collateral Portfolio. The Servicer will collect, or cause to be collected, all payments called for under the terms and provisions of the Loan Assets included in the Collateral Portfolio as and when the same become due, all in accordance with the Servicing Standard. The Servicer may not waive, modify or otherwise vary any provision of an item included in the Collateral Portfolio in any manner contrary to the Servicing Standard.

(b)      Acceleration. If such action is the only action and it is consistent with the Servicing Standard, the Servicer shall accelerate or vote to accelerate, as applicable, the maturity of all or any Scheduled Payments and other amounts due under any Loan Asset promptly after such Loan Asset becomes defaulted.

(c)      Taxes and other Amounts. The Servicer will use its best efforts to collect all payments with respect to amounts due for Taxes, assessments and insurance premiums relating to each Loan Asset to the extent required to be paid to the Borrower for such application under the applicable Loan Agreement and remit such amounts to the appropriate Governmental Authority or insurer as required by the Loan Agreements.

(d)      Payments to Collection Account. On or before the applicable Cut-Off Date, the Servicer shall have instructed all Obligors to make all payments in respect of the Collateral Portfolio directly to the Collection Account; provided that the Servicer is not required to so instruct any Obligor which is solely a guarantor or other surety (or an Obligor that is not designated as the “lead borrower” or another such similar term) unless and until the Servicer calls on the related guaranty or secondary obligation.

(e)      Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a Notice of Exclusive Control, the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a Notice of Exclusive Control, such rights shall be exclusively held by the Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the Collateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the

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Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

(f)       Loan Agreements. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Collateral Agent, the Collateral Custodian nor any securities intermediary shall be under any duty or obligation in connection with the acquisition by the Borrower, or the Pledge by the Borrower to the Collateral Agent, of any Loan Asset in the nature of a loan or a participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Loan Agreements, or otherwise to examine the Loan Agreements, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Collateral Custodian shall hold any Instrument delivered to it evidencing any Loan Asset Pledged to the Collateral Agent hereunder as custodial agent for the Collateral Agent in accordance with the terms of this Agreement.

(g)      Adjustments. If (i) the Servicer makes a deposit into the Collection Account in respect of an Interest Collection or a Principal Collection of a Loan Asset and such Interest Collection or Principal Collection was received by the Servicer in the form of a check that is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any Interest Collection or Principal Collection and deposits an amount that is less than or more than the actual amount of such Interest Collection or Principal Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Section 6.05     Realization Upon Loan Assets. The Servicer shall, consistent with the Servicing Standard and Applicable Law, sell or otherwise transfer, or if it deems advisable to maximize recoveries, hold or cause the Borrower to hold any Defaulted Loan Asset, equity security or other security (so long as such equity security or other security was received in lieu of debt previously contracted with respect to a Loan Asset) received by the Borrower in connection with a default, workout, restructuring or plan of reorganization or similar event under a Loan Asset. The Servicer will remit to the Principal Collection Account the Recoveries received in connection with the sale or disposition of Underlying Collateral relating to a Defaulted Loan Asset.

Section 6.06     Servicer Compensation. As compensation for its activities hereunder and reimbursement for its expenses, the Servicer shall be entitled to be paid the Servicing Fee and reimbursed its reasonable out-of-pocket expenses as provided in Section 2.04.

Section 6.07     Payment of Certain Expenses by Servicer. The Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement, including fees and disbursements of its independent accountants, Taxes imposed on the Servicer, expenses incurred by the Servicer in connection with payments and reports pursuant to this Agreement, and all other fees and expenses not expressly stated under this Agreement for the account of the Borrower. The Servicer will be required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the maintenance of the Controlled Accounts. The Servicer may be reimbursed for any reasonable out-of-pocket expenses incurred hereunder (including out-of-pocket expenses paid by the Servicer on behalf of the Borrower), subject to the availability of funds pursuant to Section 2.04; provided, that, to the extent funds are not available

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for such reimbursement, the Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fees.

Section 6.08     Reports to the Administrative Agent; Account Statements; Servicer Information.

(a)      Notice of Borrowing; Borrowing Base Certificate. On each Advance Date and on each reduction of Advances Outstanding pursuant to Section 2.18, the Borrower (or the Servicer on its behalf) will provide a Notice of Borrowing or a Notice of Reduction, as applicable, and a Borrowing Base Certificate, each updated as of such date, to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent). On each date that the Assigned Value of an Eligible Loan Asset is changed, the Borrower (or the Servicer on its behalf) will deliver an adjusted Borrowing Base Certificate to the Administrative Agent and each Lender Agent.

(b)      Servicing Report. On each Reporting Date and each Advance Date, the Servicer will provide to the Borrower, each Lender Agent, the Administrative Agent and the Collateral Agent a monthly statement including (i) a Borrowing Base Certificate calculated as of the most recent Determination Date, (ii) a Loan Tape prepared as of the most recent Determination Date and (iii) if such Reporting Date precedes a Payment Date, amounts to be remitted pursuant to Section 2.04 to the applicable parties (which shall include any applicable wiring instructions of the parties receiving payment) (such monthly statement, a “Servicing Report”), with respect to related calendar month signed by a Responsible Officer of the Servicer and the Borrower and substantially in the form of Exhibit J.

(c)      Servicer’s Certificate. Together with each Servicing Report, the Servicer shall submit to the Administrative Agent, each Lender Agent and the Collateral Agent a certificate substantially in the form of Exhibit K (a “Servicer’s Certificate”), signed by a Responsible Officer of the Servicer, which shall include a certification by such Responsible Officer that no Event of Default, Servicer Termination Event or Unmatured Event of Default has occurred.

(d)      Financial Statements. The Servicer will submit to the Administrative Agent, each Lender Agent and the Collateral Agent, (i) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of Senior Loan Fund LLC (excluding the fiscal quarter ending on the date specified in clause (ii)), commencing March 31, 2014, consolidated unaudited financial statements of the Transferor for the most recent fiscal quarter, and (ii) within 90 days after the end of each fiscal year, commencing with the fiscal year ended September 30, 2014, consolidated audited financial statements of Senior Loan Fund LLC, audited by a firm of nationally recognized independent public accountants, as of the end of such fiscal year.

(e)      Obligor Financial Statements; Valuation Reports; Other Reports. The Servicer will deliver to the Administrative Agent, the Lender Agents and the Collateral Agent, with respect to each Obligor, (i) to the extent received by the Borrower and/or the Servicer pursuant to the Loan Agreement, the complete financial reporting package with respect to such Obligor and with respect to each Loan Asset for such Obligor provided to the Borrower and/or the Servicer quarterly by such Obligor, which delivery shall be made within 60 days after the end of such Obligor’s fiscal quarters (excluding the last fiscal quarter of such Obligor’s fiscal year) and within 90 days after the end of such Obligor’s fiscal year, and (ii) asset and portfolio level monitoring reports prepared by the Servicer with respect to the Loan Assets, which delivery shall be made within 60 days after the end of such Obligor’s fiscal quarters (excluding the last fiscal quarter of such Obligor’s fiscal year) and within 90 days after the end of such Obligor’s fiscal year, which reports shall include covenant and financial covenant testing as required under the applicable Loan Agreement. The Servicer will promptly deliver to the Administrative Agent and any Lender

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Agent, upon reasonable request and to the extent received by the Borrower and/or the Servicer, all other documents and information required to be delivered by the Obligors to the Borrower with respect to any Loan Asset included in the Collateral Portfolio.

(f)       Amendments to Loan Assets. The Servicer will deliver to the Administrative Agent, the Lender Agents and the Collateral Custodian a copy of any material amendment, restatement, supplement, waiver or other modification to the Loan Agreement of any Loan Asset (along with any internal documents prepared by the Servicer and provided to its investment committee in connection with such amendment, restatement, supplement, waiver or other modification) within 10 Business Days of the effectiveness of such amendment, restatement, supplement, waiver or other modification.

(g)      Website Access to Information. Notwithstanding anything to the contrary contained herein, information required to be delivered or submitted to any Secured Party pursuant to Section 5.03(h) and this Article VI shall be deemed to have been delivered on the date on which such information is posted on a website to which the Administrative Agent and Lender Agents have access or upon receipt of such information through e-mail or another delivery method acceptable to the Administrative Agent.

Section 6.09     Annual Statement as to Compliance. The Servicer will provide to the Administrative Agent, each Lender Agent and the Collateral Agent within 90 days following the end of each calendar year of the Servicer, commencing with the calendar year ending on December 31, 2014, a fiscal report signed by a Responsible Officer of the Servicer certifying that (a) a review of the activities of the Servicer, and the Servicer’s performance pursuant to this Agreement, for the fiscal period ending on the last day of such calendar year has been made under such Person’s supervision and (b) the Servicer has performed or has caused to be performed in all material respects all of its obligations under this Agreement throughout such year and no Servicer Termination Event has occurred. Within 90 days following the end of each calendar year, commencing with the fiscal year ending on December 31, 2014, the Borrower shall deliver an Officer’s Certificate, in form and substance acceptable to the Lender Agents and the Administrative Agent, providing (i) a certification, based upon a review and summary of UCC search results, that there is no other interest in the Collateral Portfolio perfected by filing of a UCC financing statement other than in favor of the Collateral Agent and (ii) a certification, based upon a review and summary of tax and judgment lien searches satisfactory to the Administrative Agent, that there is no other interest in the Collateral Portfolio based on any tax or judgment lien.

Section 6.10      Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, each Lender Agent and the Collateral Agent within 90 days following the end of each calendar year of the Servicer, commencing with the calendar year ending on December 31, 2014, a report covering such calendar year to the effect that such accountants have applied certain agreed-upon procedures (a copy of which procedures are attached hereto as Schedule IV, it being understood that the Servicer and the Administrative Agent will provide an updated Schedule IV reflecting any further amendments to such Schedule IV prior to the issuance of the first such agreed-upon procedures report, a copy of which shall replace the then existing Schedule IV) to certain documents and records relating to the Collateral Portfolio under any Transaction Document, compared the information contained in the Servicing Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with

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this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exceptions as shall be set forth in such statement.

Section 6.11   The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

ARTICLE VII.

EVENTS OF DEFAULT

Section 7.01   Events of Default. If any of the following events (each, an “Event of Default”) shall occur:

(a)    the Borrower or the Transferor defaults in making any payment required to be made under one or more agreements for borrowed money to which it is a party in an aggregate principal amount in excess of (x) with respect to the Borrower, $500,000 and (y) with respect to the Transferor, $2,500,000 and, in each case, such default is not cured within the applicable cure period, if any, provided for under such agreement; or

(b)    any failure on the part of the Borrower or the Transferor duly to observe or perform in any material respect any other covenants or agreements of the Borrower or the Transferor set forth in this Agreement or the other Transaction Documents (other than those specifically addressed by a separate clause under this Section) to which the Borrower or the Transferor is a party and the same continues unremedied (it being agreed that the sale of any Loan Asset that is not an Eligible Loan Asset shall remedy the failure of any representation, warranty or certification related to such Loan Asset being an Eligible Loan Asset) for a period of 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Transferor by the Administrative Agent or Collateral Agent and (ii) the date on which the Borrower or the Transferor acquires knowledge thereof; provided that the delivery of a certificate or other report within 30 days which corrects any inaccuracy contained in a previous certificate or report shall be deemed to cure such inaccuracy as of the date of delivery of such updated certificate or report and any and all inaccuracies arising from the continuation of such initial inaccurate certificate or report; or

(c)    the occurrence of a Bankruptcy Event relating to the Transferor or the Borrower; or

(d)    the occurrence of a Servicer Termination Event; or

(e)    (1) the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in excess individually or in the aggregate of $500,000 against the Borrower and the Borrower shall not have either (i) discharged or provided for the discharge of any such judgment, decree or order in accordance with

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its terms or (ii) perfected a timely appeal of such judgment, decree or order and caused the execution of same to be stayed during the pendency of the appeal or (2) the Borrower shall have made payments of amounts in excess of $500,000 in the settlement of any litigation, claim or dispute (excluding payments made from insurance proceeds); or

(f)     the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that reputable counsel could no longer render a substantive nonconsolidation opinion with respect to the Borrower and the Transferor; or

(g)    (1)     any Transaction Document, or any lien or security interest granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower, the Transferor or the Servicer,

(2)      the Borrower, the Transferor or the Servicer or any other party shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document or any lien or security interest thereunder, or

(3)      any security interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be a first priority perfected security interest except as otherwise expressly permitted to be released in accordance with the applicable Transaction Document; or

(h)    a Borrowing Base Deficiency exists and has not been remedied within five Business Days of the earlier of the Borrower or the Transferor (x) acquiring knowledge thereof or (y) receiving notice thereof of the Administrative Agent in accordance with Section 2.06; provided that, during the period of time that such event remains unremedied, any payments required to be made by the Servicer on a Payment Date shall be made under Section 2.04(c); or

(i)     failure on the part of the Borrower, the Transferor or the Servicer to make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Interest Collections and Principal Collections or any other payment or deposit required to be made by the terms of the Transaction Documents to any Secured Party, Affected Party or Indemnified Party) or the Borrower, the Servicer or the Transferor fails to observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral Portfolio, in each case, required by the terms of any Transaction Document (other than Section 2.06) within three Business Days of the day such payment or deposit is required to be made; provided that in the case of a default in payment or deposit resulting solely from an administrative error or omission by the Borrower, the Transferor or the Servicer, such default continues for a period of one or more Business Days after the earlier of (x) such party receiving written notice or (y) such party having actual knowledge, in each case, of such administrative error or omission (irrespective of whether the cause of such administrative error or omission has been determined); or

(j)     the Borrower shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; or

(k)    the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of the Borrower or the Transferor and such lien shall not have been released within five Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the

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Borrower or the Transferor and such lien shall not have been released within five Business Days; or

(l)     any Borrower Change of Control shall occur; or

(m)   any representation, warranty or certification made by the Borrower or the Transferor in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which has a Material Adverse Effect and continues to be unremedied (it being agreed that the sale of any Loan Asset that is not an Eligible Loan Asset shall remedy the failure of any representation, warranty or certification related to such Loan Asset being an Eligible Loan Asset) for a period of 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Borrower or the Transferor by the Administrative Agent or the Collateral Agent (which shall be given at the direction of the Administrative Agent) and (ii) the date on which a Responsible Officer of the Borrower or the Transferor acquires knowledge thereof; provided that the delivery of a certificate or other report within 30 days which corrects any inaccuracy contained in a previous certificate or report shall be deemed to cure such inaccuracy as of the date of delivery of such updated certificate or report and any and all inaccuracies arising from the continuation of such initial inaccurate certificate or report; or

(n)    failure to pay, on the Facility Maturity Date, the outstanding principal of all Advances Outstanding, and all Yield and all Fees accrued and unpaid thereon together with all other Obligations, including, but not limited to, any Make-Whole Premium; or

(o)    without limiting the generality of Section 7.01(i) above, failure of the Borrower to pay Yield or Non-Usage Fees within two Business Days of any Payment Date or within two Business Days of when otherwise due; or

(p)    the Borrower ceases to have a valid, perfected ownership interest in all of the Collateral Portfolio (provided that this clause (p) shall not apply to an immaterial portion of the Collateral Portfolio which (x) does not meet the criteria solely as set forth in the second sentence of clause (1) of Schedule III, (y) does not result in a Borrowing Base Deficiency and (z) does not have a Material Adverse Effect on the Secured Parties in the sole discretion of the Administrative Agent); or

(q)    the Transferor fails to transfer to the Borrower the applicable Loan Assets and the related Portfolio Assets on an Advance Date (provided that the Lenders shall have funded the related Advance) unless the related Advance is repaid in full with accrued and unpaid Yield thereon within five Business Days; or

(r)     the Borrower makes any assignment or attempted assignment of its rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of each of the Lenders and the Administrative Agent, which consent may be withheld by any Lender or the Administrative Agent in the exercise of its sole and absolute discretion; or

(s)    (i) failure of the Borrower to maintain at least one Independent Director, (ii) the removal of any Independent Director of the Borrower without “cause” (as such term is defined in the organizational document of the Borrower) or without giving prior written notice to the Administrative Agent and the Lender Agents, each as required in the organizational documents of the Borrower or (iii) an Independent Director of the Borrower which is not provided by a nationally recognized service reasonably acceptable to the Administrative Agent shall be appointed without the consent of the Administrative Agent; or

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(t)     the Servicer fails to maintain a minimum of $12,500,000 of unencumbered liquidity, which may be maintained as a combination of (i) cash or cash equivalents held by Senior Loan Fund LLC (exclusive of any cash or cash equivalents held by the Borrower), and (ii) Unfunded Capital Commitments; orfailure of the acquisition by GCBDC of the member interests of Senior Loan Fund LLC to settle within sixty (60) days of the execution of the purchase agreement relating thereto;

(u)    either (i) both Greg Robbins and David Golub for GCBDC or (ii) both Brian Butchko and Michael Bubnis for RGA Reinsurance Company cease to provide oversight and participate in the investment committee of the Servicer, including, but not limited to, underwriting, the credit approval processes, and credit monitoring activities, and, in either case, such persons are not replaced with other individuals (from GCBDC and RGA Reinsurance Company respectively) acceptable to the Administrative Agent (such consent not to be unreasonably withheld) within thirty (30) days of such event; or

(v)    Golub Capital LLC (or an Affiliate consented to in writing by the Administrative Agent) ceases to provide all administrative services and back office functions (excluding investment decisions) for the Transferor pursuant to the Administrative and Loan Services Agreement;

then the Administrative Agent or all of the Lenders may, by notice to the Borrower, declare the Facility Maturity Date to have occurred; provided, that, in the case of any event described in Section 7.01(c) above, the Facility Maturity Date shall be deemed to have occurred automatically upon the occurrence of such event. Upon any such declaration or automatic occurrence, (i) the Borrower shall cease purchasing Loan Assets from the Transferor under the Purchase and Sale Agreement or from any other third party and shall cease originating Loan Assets, (ii) the Administrative Agent or all of the Lenders may declare the Variable Funding Notes to be immediately due and payable in full (without presentment, demand, protest or notice of any kind all of which are hereby waived by the Borrower) and any other Obligations to be immediately due and payable, and (iii) all proceeds and distributions in respect of the Portfolio Assets shall be distributed by the Collateral Agent (at the direction of the Administrative Agent) as described in Section 2.04(c) (provided that the Borrower shall in any event remain liable to pay such Advances Outstanding and all such amounts and Obligations immediately). In addition, upon any such declaration or upon any such automatic occurrence, the Collateral Agent, on behalf of the Secured Parties and at the direction of the Administrative Agent, shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and other Applicable Law, which rights shall be cumulative. Without limiting any obligation of the Servicer hereunder, the Borrower confirms and agrees that the Collateral Agent, on behalf of the Secured Parties and at the direction of the Administrative Agent (or any designee thereof, including, without limitation, the Servicer), following an Event of Default, shall, at its option, have the sole right to enforce the Borrower’s rights and remedies under each Assigned Document, but without any obligation on the part of the Administrative Agent, the Lenders, the Lender Agents or any of their respective Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. If any Event of Default shall have occurred, the Yield Rate shall be increased pursuant to the increase set forth in the definition of “Applicable Spread”, effective as of the date of the occurrence of such Event of Default, and shall apply after the occurrence of such Event of Default. Any defaults (other than a Borrowing Base Deficiency)

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arising from the acquisition by the Borrower of an asset that is not an Eligible Loan Asset shall be cured by the sale by the Borrower of such asset.

Section 7.02      Additional Remedies of the Administrative Agent.

(a)          If, (i) upon the Administrative Agent’s or the Lenders’ declaration that the Advances Outstanding hereunder are immediately due and payable pursuant to Section 7.01 upon the occurrence of an Event of Default, or (ii) on the Facility Maturity Date, the aggregate outstanding principal amount of the Advances Outstanding, all accrued and unpaid Fees and Yield and any other outstanding Obligations are not immediately paid in full, then the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent, in addition to all other rights specified hereunder, shall have the right, in its own name and as agent for the Lenders and Lender Agents, to immediately sell (at the Servicer’s expense) in a commercially reasonable manner, in a recognized market (if one exists) at such price or prices as the Administrative Agent may reasonably deem satisfactory, any or all of the Collateral Portfolio and apply the proceeds thereof to the Obligations; provided that the Servicer or any Affiliates thereof shall have the right of first refusal to purchase in whole but not in part, all of the Loan Assets in the Collateral Portfolio, in each case by paying to the Collateral Agent in immediately available funds, an amount equal to all outstanding Obligations. If the Servicer or any Affiliates thereof fail to exercise this purchase right by 5:00 p.m. on the tenth (10th) day following such acceleration of the Obligations pursuant to Section 7.02(a), then such contractual rights shall be irrevocably forfeited by the Servicer and Affiliates thereof, but nothing herein shall prevent the Servicer or its Affiliates from bidding at any sale of such Collateral Portfolio.

(b)         The parties recognize that it may not be possible to sell all of the Collateral Portfolio on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for the assets constituting the Collateral Portfolio may not be liquid. Accordingly, the Administrative Agent may elect, in its sole discretion, the time and manner of liquidating any of the Collateral Portfolio, and nothing contained herein shall obligate the Administrative Agent to liquidate any of the Collateral Portfolio on the date the Administrative Agent or all of the Lender Agents declares the Advances Outstanding hereunder to be immediately due and payable pursuant to Section 7.01 or to liquidate all of the Collateral Portfolio in the same manner or on the same Business Day.

(c)          If the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent proposes to sell the Collateral Portfolio or any part thereof in one or more parcels at a public or private sale, at the request of the Collateral Agent or the Administrative Agent, as applicable, the Borrower and the Servicer shall make available to (i) the Administrative Agent, on a timely basis, all information relating to the Collateral Portfolio subject to sale, including, without limitation, copies of any disclosure documents, contracts, financial statements of the applicable Obligors, covenant certificates and any other materials requested by the Administrative Agent, and (ii) each prospective bidder, on a timely basis, all reasonable information relating to the Collateral Portfolio subject to sale, including, without limitation, copies of any disclosure documents, contracts, financial statements of the applicable Obligors, covenant certificates and any other materials reasonably requested by each such bidder.

(d)          Each of the Borrower and the Servicer agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any of the Collateral Portfolio may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of

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any of the Collateral Portfolio or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and each of the Borrower and the Servicer, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or assets constituting the Collateral Portfolio marshaled upon any such sale, and agrees that the Collateral Agent, or the Administrative Agent on its behalf, or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral Portfolio as an entirety or in such parcels as the Collateral Agent (acting at the direction of the Administrative Agent) or such court may determine.

(e)            Any amounts received from any sale or liquidation of the Collateral Portfolio pursuant to this Section 7.02 in excess of the Obligations will be applied by the Collateral Agent (as directed by the Administrative Agent) in accordance with the provisions of Section 2.04(c), or as a court of competent jurisdiction may otherwise direct.

(f)            The Administrative Agent, the Lender Agents and the Lenders shall have, in addition to all the rights and remedies provided herein and provided by applicable federal, state, foreign, and local laws (including, without limitation, the rights and remedies of a secured party under the UCC of any applicable state, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), all rights and remedies available to the Lenders at law, in equity or under any other agreement between any Lender and the Borrower.

(g)            Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default.

(h)            Each of the Borrower and the Servicer hereby irrevocably appoints each of the Collateral Agent and the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for in this Agreement, including without limitation the following powers: (a) to give any necessary receipts or acquittance for amounts collected or received hereunder, (b) to make all necessary transfers of the Collateral Portfolio in connection with any such sale or other disposition made pursuant hereto, (c) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower and the Servicer hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (d) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document or Hedging Agreement. Nevertheless, if so requested by the Collateral Agent or the Administrative Agent, the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent or the Administrative Agent or all proper bills of sale, assignments, releases and other instruments as may be designated in any such request.

ARTICLE VIII.

INDEMNIFICATION

Section 8.01      Indemnities by the Borrower.

(a)          Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder

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or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements of (x) one outside counsel to the Administrative Agent (and any Lender Affiliated with the Administrative Agent) and the Lenders (subject to clause (z) below) except in the event of an actual or potential conflict of interest between the Administrative Agent and the Lenders, in which case one additional counsel for the Lenders, (y) one outside counsel to the Collateral Agent, the Account Bank and the Collateral Custodian, and (z) one counsel per foreign or local jurisdiction deemed reasonably necessary by the Administrative Agent or the Collateral Agent, as applicable (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement, any of the other Transaction Documents or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of such Indemnified Party, (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay or (c) arising on account of Excluded Taxes. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

(i)            any Loan Asset treated as or represented by the Borrower to be an Eligible Loan Asset which is not at the applicable time an Eligible Loan Asset, or the purchase by any party or origination of any Loan Asset which violates Applicable Law;

(ii)            reliance on any representation or warranty made or deemed made by the Borrower, the Servicer (if Senior Loan FundGC Advisors LLC or one of its Affiliates is the Servicer) or any of their respective officers under or in connection with this Agreement or any Transaction Document, which shall have been false or incorrect in any respect when made or deemed made or delivered;

(iii)            the failure by the Borrower or the Servicer (if Senior Loan FundGC Advisors LLC or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement, any other Transaction Document or any agreement executed in connection therewith, or with any Applicable Law with respect to any item of Collateral Portfolio, or the nonconformity of any item of Collateral Portfolio with any such Applicable Law;

(iv)            the failure to vest and maintain vested in the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collateral Portfolio, free and clear of any Lien other than Permitted Liens, whether existing at the time of the related Advance or at any time thereafter;

(v)            on each Business Day prior to the Collection Date, a Borrowing Base Deficiency exists and has not been remedied within five Business Days;

(vi)            the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Loan Assets included in the Collateral Portfolio or the other Portfolio Assets related thereto, whether at the time of any Advance or at any subsequent time;

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(vii)            any dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) to the payment of any Loan Asset included in the Collateral Portfolio (including, without limitation, a defense based on such Loan Asset (or the Loan Agreement evidencing such Loan Asset) not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim related to such Collateral Portfolio;

(viii)            any failure of the Borrower or the Servicer (if Senior Loan FundGC Advisors LLC or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of the Transaction Documents to which it is a party or any failure by the Servicer, the Borrower or any Affiliate thereof to perform its respective duties under any Collateral Portfolio;

(ix)            any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Borrower or the Transferor to qualify to do business or file any notice or business activity report or any similar report;

(x)            any action taken by the Borrower or the Servicer in the enforcement or collection of the Collateral Portfolio which results in any claim, suit or action of any kind pertaining to the Collateral Portfolio or which reduces or impairs the rights of the Administrative Agent, any Lender Agent or any Lender with respect to any Loan Asset or the value of any such Loan Asset;

(xi)            any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with any Underlying Collateral or Collateral Portfolio;

(xii)            any claim, suit or action of any kind arising out of or in connection with Environmental Laws relating to the Borrower or the Collateral Portfolio, including any vicarious liability;

(xiii)            the failure by the Borrower to pay when due any Taxes for which the Borrower is liable, including, without limitation, sales, excise or personal property Taxes payable in connection with the Collateral Portfolio;

(xiv)            any repayment by the Administrative Agent, the Lender Agents, the Lenders or a Secured Party of any amount previously distributed in payment of Advances or payment of Yield or Fees or any other amount due hereunder or under any Hedging Agreement, in each case which amount the Administrative Agent, the Lender Agents, the Lenders or a Secured Party believes in good faith is required to be repaid;

(xv)            the commingling by the Borrower or the Servicer of payments and collections required to be remitted to the Collection Account or the Unfunded Exposure Account with other funds;

(xvi)            any investigation, litigation or proceeding related to this Agreement or the other Transaction Documents, or the use of proceeds of Advances or the Collateral Portfolio, or the administration of the Loan Assets by the Borrower or the Servicer;

(xvii)            any failure by the Borrower to give reasonably equivalent value to the Transferor (or other seller thereof) in consideration for the transfer to the Borrower of any item of the Collateral Portfolio or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code;

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(xviii)            the use of the proceeds of any Advance in a manner other than as provided in this Agreement and the Transaction Documents;

(xix)            any failure of the Borrower, the Servicer or any of their respective agents or representatives to remit to the Collection Account, within two Business Days of receipt, payments and collections with respect to the Collateral Portfolio remitted to the Borrower, the Servicer or any such agent or representative; and/or

(xx)            the failure by the Borrower to comply with any of the covenants relating to the Hedging Agreement in accordance with the Transaction Documents.

(b)          Any amounts subject to the indemnification provisions of this Section 8.01 shall be paid by the Borrower to the Administrative Agent on behalf of the applicable Indemnified Party within two Business Days following the Administrative Agent’s written demand therefor on behalf of the applicable Indemnified Party (and the Administrative Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Administrative Agent of such amounts). The Administrative Agent, on behalf of any Indemnified Party making a request for indemnification under this Section 8.01, shall submit to the Borrower a certificate setting forth in reasonable detail the basis for and the computations of the Indemnified Amounts with respect to which such indemnification is requested, which certificate shall be conclusive absent demonstrable error.

(c)           If for any reason the indemnification provided above in this Section 8.01 or Section 8.02 below is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless in respect of any losses, claims, damages or liabilities, then the Borrower or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Borrower or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

(d)           If the Borrower has made any payments in respect of Indemnified Amounts to the Administrative Agent on behalf of an Indemnified Party pursuant to this Section 8.01 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will promptly repay such amounts collected to the Borrower, without interest.

(e)           The obligations of the Borrower under this Section 8.01 shall survive the resignation or removal of the Administrative Agent, the Lenders, the Lender Agents, the Servicer, the Collateral Agent, the Account Bank or the Collateral Custodian and the termination of this Agreement.

Section 8.02       Indemnities by Servicer.

(a)           Without limiting any other rights which any Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party from and against any and all Indemnified Amounts, awarded against or incurred by any Indemnified Party as a consequence of any of the following, excluding, however, Indemnified Amounts to the extent resulting from Excluded Taxes or gross negligence, bad faith or willful misconduct on the part of such Indemnified Party claiming indemnification hereunder:

(i)            the inclusion, in any computations made by it in connection with any Borrowing Base Certificate or other report prepared by it hereunder, of any Loan Assets as Eligible Loan Assets which were not Eligible Loan Assets as of the date of any such computation;

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(ii)            reliance on any representation or warranty made or deemed made by the Servicer or any of its officers under or in connection with this Agreement or any other Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made or delivered;

(iii)          the failure by the Servicer to comply with (A) any term, provision or covenant contained in this Agreement or any other Transaction Document, or any other agreement executed in connection with this Agreement, or (B) any Applicable Law applicable to it with respect to any Portfolio Assets;

(iv)          any litigation, proceedings or investigation against the Servicer;

(v)           any action or inaction by the Servicer that causes the Collateral Agent, for the benefit of the Secured Parties, not to have a first priority perfected security interest in the Collateral Portfolio, free and clear of any Lien other than Permitted Liens, whether existing at the time of the related Advance or any time thereafter;

(vi)          the commingling by the Servicer of payments and collections required to be remitted to the Collection Account or the Unfunded Exposure Account with other funds;

(vii)         any failure of the Servicer or any of its agents or representatives (including, without limitation, agents, representatives and employees of such Servicer acting pursuant to authority granted under Section 6.01 hereof) to remit to the Collection Account payments and collections with respect to Loan Assets remitted to the Servicer or any such agent or representative within two Business Days of receipt;

(viii)        the failure by the Servicer to perform any of its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document or errors or omissions related to such duties;

(ix)           failure or delay in assisting a successor Servicer in assuming each and all of the Servicer’s obligations to service and administer the Collateral Portfolio, or failure or delay in complying with instructions from the Administrative Agent with respect thereto; and/or

(x)            any of the events or facts giving rise to a breach of any of the Servicer’s representations, warranties, agreements and/or covenants set forth in Article IV, Article V or Article VI or this Agreement.

(b)           Any Indemnified Amounts shall be paid by the Servicer to the Administrative Agent, for the benefit of the applicable Indemnified Party, within fifteen Business Days following receipt by the Servicer of the Administrative Agent’s written demand therefor (and the Administrative Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Administrative Agent of such amounts).

(c)            If the Servicer has made any indemnity payments to the Administrative Agent, on behalf of an Indemnified Party pursuant to this Section 8.02 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will promptly repay such amounts collected to the Servicer, without interest.

(d)           The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loan Assets.

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(e)            The obligations of the Servicer under this Section 8.02 shall survive the resignation or removal of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank or the Collateral Custodian and the termination of this Agreement.

(f)            Any indemnification pursuant to this Section 8.02 shall not be payable from the Collateral Portfolio.

Section 8.03      Legal Proceedings. In the event an Indemnified Party becomes involved in any action, claim, or legal, governmental or administrative proceeding (an “Action”) for which it seeks indemnification hereunder, the Indemnified Party shall promptly notify the other party or parties against whom it seeks indemnification (the “Indemnifying Party”) in writing of the nature and particulars of the Action; provided that its failure to do so shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure has a material adverse effect on the Indemnifying Party. Upon written notice to the Indemnified Party acknowledging in writing that the indemnification provided hereunder applies to the Indemnified Party in connection with the Action (subject to the exclusion in the first sentence of Section 8.01, the first sentence of Section 8.02 or Section 8.02(d), as applicable), the Indemnifying Party may assume the defense of the Action at its expense with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to retain separate counsel in connection with the Action, and the Indemnifying Party shall not be liable for the legal fees and expenses of the Indemnified Party after the Indemnifying Party has done so; provided that if the Indemnified Party determines in good faith that there may be a conflict between the positions of the Indemnified Party and the Indemnifying Party in connection with the Action, or that the Indemnifying Party is not conducting the defense of the Action in a manner reasonably protective of the interests of the Indemnified Party, the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party; provided, further, that the Indemnifying Party shall not, in connection with any one Action or separate but substantially similar or related Actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees or expenses of more than one separate firm of attorneys (and any required local counsel) for such Indemnified Party, which firm (and local counsel, if any) shall be designated in writing to the Indemnifying Party by the Indemnified Party. If the Indemnifying Party elects to assume the defense of the Action, it shall have full control over the conduct of such defense; provided that the Indemnifying Party and its counsel shall, as reasonably requested by the Indemnified Party or its counsel, consult with and keep them informed with respect to the conduct of such defense. The Indemnifying Party shall not settle an Action without the prior written approval of the Indemnified Party unless such settlement provides for the full and unconditional release of the Indemnified Party from all liability in connection with the Action. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with the defense of the Action.

Section 8.04      After-Tax Basis. Indemnification under Section 8.01 and 8.02 shall be in an amount necessary to make the Indemnified Party whole after taking into account any Tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits that is or was payable by the Indemnified Party.

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ARTICLE IX.

THE ADMINISTRATIVE AGENT AND LENDER AGENTS

Section 9.01      The Administrative Agent.

(a)          Appointment. Each Lender Agent and each Secured Party hereby appoints and authorizes the Administrative Agent as its agent hereunder and hereby further authorizes the Administrative Agent to appoint additional agents to act on its behalf and for the benefit of each Lender Agent and each Secured Party. Each Lender Agent and each Secured Party further authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth in this Agreement, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or Lender Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)         Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.

(c)          Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Transferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Transferor, or the Servicer or to inspect the property (including the books and records) of the Borrower, the Transferor, or the Servicer; (iv) shall not be responsible for the due

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execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

(d)            Actions by Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Lender Agents as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders and Lender Agents against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Lender Agents; provided, that, notwithstanding anything to the contrary herein, the Administrative Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Administrative Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise. In the event the Administrative Agent requests the consent of a Lender Agent pursuant to the foregoing provisions and the Administrative Agent does not receive a consent (either positive or negative) from such Person within ten Business Days of such Person’s receipt of such request, then such Lender or Lender Agent shall be deemed to have declined to consent to the relevant action.

(e)            Notice of Event of Default, Unmatured Event of Default or Servicer Termination Event. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of an Event of Default, Unmatured Event of Default or Servicer Termination Event, unless the Administrative Agent has received written notice from a Lender, Lender Agent, the Borrower or the Servicer referring to this Agreement, describing such Event of Default, Unmatured Event of Default or Servicer Termination Event and stating that such notice is a “Notice of Event of Default,” “Notice of Unmatured Event of Default” or “Notice of Servicer Termination Event,” as applicable. The Administrative Agent shall (subject to Section 9.01(c)) take such action with respect to such Event of Default, Unmatured Event of Default or Servicer Termination Event as may be requested by the Lender Agents acting jointly or as the Administrative Agent shall deem advisable or in the best interest of the Lender Agents.

(f)            Credit Decision with Respect to the Administrative Agent. Each Lender Agent and each Secured Party acknowledges that none of the Administrative Agent or any of its Affiliates has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower, the Servicer, the Transferor or any of their respective Affiliates or review or approval of any of the Collateral Portfolio, shall be deemed to constitute any representation or warranty by any of the Administrative Agent or its Affiliates to any Lender Agent as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender Agent and each Secured Party acknowledges that it has, independently and without reliance upon the Administrative Agent, or any of the Administrative Agent’s Affiliates, and based upon such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and the other Transaction Documents to which it is a party. Each Lender Agent and each Secured Party also acknowledges that it will, independently and without reliance upon the Administrative Agent, or any of the Administrative Agent’s Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement and the other Transaction

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Documents to which it is a party. Each Lender Agent and each Secured Party hereby agrees that the Administrative Agent shall not have any duty or responsibility to provide any Lender Agent with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower, the Servicer, the Transferor or their respective Affiliates which may come into the possession of the Administrative Agent or any of its Affiliates.

(g)            Indemnification of the Administrative Agent. Each Lender Agent agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or the Servicer), ratably in accordance with the Pro Rata Share of its related Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Administrative Agent hereunder or thereunder; provided that the Lender Agents shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct; provided, further, that no action taken in accordance with the directions of the Lender Agents shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IX. Without limitation of the foregoing, each Lender Agent agrees to reimburse the Administrative Agent, ratably in accordance with the Pro Rata Share of its related Lender, promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lender Agents or Lenders hereunder and/or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower or the Servicer.

(h)            Successor Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to each Lender Agent and the Borrower and may be removed at any time with cause by the Lender Agents acting jointly. Upon any such resignation or removal, the Lender Agents acting jointly shall appoint a successor Administrative Agent with, unless an Unmatured Event of Default or Event of Default has occurred and in continuing, the consent of the Borrower. Each Lender Agent agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as

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Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

(i)           Payments by the Administrative Agent. Unless specifically allocated to a specific Lender Agent pursuant to the terms of this Agreement, all amounts received by the Administrative Agent on behalf of the Lender Agents shall be paid by the Administrative Agent to the Lender Agents in accordance with their related Lender’s respective Pro Rata Shares in the applicable Advances Outstanding, or if there are no Advances Outstanding in accordance with their related Lender’s most recent Commitments, on the Business Day received by the Administrative Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case the Administrative Agent shall use its reasonable efforts to pay such amounts to each Lender Agent on such Business Day, but, in any event, shall pay such amounts to such Lender Agent not later than the following Business Day.

Section 9.02      The Lender Agents.

(a)         Authorization and Action. Each Lender, respectively, hereby designates and appoints its related Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower, the Servicer or any other Lender. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations.

(b)         Delegation of Duties. Each Lender Agent may execute any of its duties under this Agreement and each other Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Lender Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

(c)          Exculpatory Provisions. Neither any Lender Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Transaction Document (except for its, their or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any manner to its related Lender for any recitals, statements, representations or warranties made by the Borrower or the Servicer contained in Article IV, any other Transaction

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Document or any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or any other Transaction Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Transaction Document or any other document furnished in connection herewith or therewith, or for any failure of the Borrower or the Servicer to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in this Agreement, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. No Lender Agent shall be under any obligation to its related Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the Borrower or the Servicer. No Lender Agent shall be deemed to have knowledge of any Event of Default or Unmatured Event of Default unless such Lender Agent has received notice from the Borrower or its related Lender.

(d)            Reliance by Lender Agent. Each Lender Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by such Lender Agent. Each Lender Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of its related Lender as it deems appropriate and it shall first be indemnified to its satisfaction by its related Lender; provided that, unless and until such Lender Agent shall have received such advice, such Lender Agent may take or refrain from taking any action, as the Lender Agent shall deem advisable and in the best interests of its related Lender. Each Lender Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of its related Lender, and such request and any action taken or failure to act pursuant thereto shall be binding upon its related Lender.

(e)            Non-Reliance on Lender Agent. Each Lender expressly acknowledges that neither its related Lender Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by such Lender Agent hereafter taken, including, without limitation, any review of the affairs of the Borrower or the Servicer, shall be deemed to constitute any representation or warranty by such Lender Agent. Each Lender represents and warrants to its related Lender Agent that it has and will, independently and without reliance upon its related Lender Agent, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Borrower and made its own decision to enter into this Agreement, the other Transaction Documents and all other documents related hereto or thereto.

(f)            Lender Agents are in their Respective Individual Capacities. Each Lender Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as though such Lender Agent were not a Lender Agent hereunder. With respect to Advances Outstanding pursuant to this Agreement, each Lender Agent shall have the same rights and powers under this Agreement in its individual capacity as any Lender and may exercise the same as though it were not a Lender Agent, and the terms “Lender,” and “Lenders,” shall include the Lender Agent in its individual capacity.

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(g)            Successor Lender Agent. Each Lender Agent may, upon five days’ notice to the Borrower and its related Lender, and such Lender Agent will, upon the direction of its related Lender resign as the Lender Agent for such Lender. If any Lender Agent shall resign, then its related Lender during such five day period shall appoint a successor agent. If for any reason no successor agent is appointed by such Lender during such five day period, then effective upon the termination of such five day period, and the Borrower shall make all payments in respect of the Obligations due to such Lender directly to such Lender, and for all purposes shall deal directly with such Lender. After any retiring Lender Agent’s resignation hereunder as a Lender Agent, the provisions of Articles VIII and IX shall inure to its benefit with respect to any actions taken or omitted to be taken by it while it was a Lender Agent under this Agreement.

ARTICLE X.

COLLATERAL AGENT

Section 10.01         Designation of Collateral Agent.

(a)            Initial Collateral Agent. Each of the Lenders, the Lender Agents and the Administrative Agent hereby designate and appoint the Collateral Agent to act as its agent for the purposes of perfection of a security interest in the Collateral Portfolio and hereby authorizes the Collateral Agent to take such actions on its behalf and on behalf of each of the Secured Parties and to exercise such powers and perform such duties as are expressly granted to the Collateral Agent by this Agreement. The Collateral Agent hereby accepts such agency appointment to act as Collateral Agent pursuant to the terms of this Agreement, until its resignation or removal as Collateral Agent pursuant to the terms hereof.

(b)            Successor Collateral Agent. Upon the Collateral Agent’s receipt of a Collateral Agent Termination Notice from the Administrative Agent of the designation of a successor Collateral Agent pursuant to the provisions of Section 10.05, the Collateral Agent agrees that it will terminate its activities as Collateral Agent hereunder.

(c)            Secured Party. The Administrative Agent, the Lender Agents and the Lenders hereby appoint Wells Fargo, in its capacity as Collateral Agent hereunder, as their agent for the purposes of perfection of a security interest in the Collateral Portfolio. Wells Fargo, in its capacity as Collateral Agent hereunder, hereby accepts such appointment and agrees to perform the duties set forth in Section 10.02(b).

Section 10.02         Duties of Collateral Agent.

(a)           Appointment. The Lenders, the Lender Agents and the Administrative Agent each hereby appoints Wells Fargo to act as Collateral Agent, for the benefit of the Secured Parties. The Collateral Agent hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto set forth herein.

(b)           Duties. On or before the initial Advance Date, and until its removal pursuant to Section 10.05, the Collateral Agent shall perform, on behalf of the Secured Parties, the following duties and obligations:

(i)            The Collateral Agent shall calculate amounts to be remitted pursuant to Section 2.04 to the applicable parties and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Servicing Report (such dispute to be resolved in accordance with Section 2.05);

(ii)            The Collateral Agent shall promptly upon its actual receipt of a (i) Borrowing Base Certificate from the Borrower, re-calculate the Borrowing Base and, if the Collateral Agent’s calculation does not correspond with the calculation provided by the

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Borrower on such Borrowing Base Certificate, deliver such calculation to each of the Administrative Agent, Borrower and Servicer within one (1) Business Day of receipt by the Collateral Agent of such Borrowing Base Certificate.

(iii)            The Collateral Agent shall make payments pursuant to the terms of the Servicing Report or as otherwise directed in accordance with Sections 2.04 or 2.05 (the “Payment Duties”).

(iv)            The Collateral Agent shall provide to the Servicer a copy of all written notices and communications identified as being sent to it in connection with the Loan Assets and the other Collateral Portfolio held hereunder which it receives from the related Obligor, participating bank and/or agent bank. In no instance shall the Collateral Agent be under any duty or obligation to take any action on behalf of the Servicer in respect of the exercise of any voting or consent rights, or similar actions, unless it receives specific written instructions from the Servicer, prior to the occurrence of an Event of Default or the Administrative Agent, after the occurrence of Event of Default, in which event the Collateral Agent shall vote, consent or take such other action in accordance with such instructions.

(v)            The Collateral Agent shall create a database (the “Collateral Database”) with respect to the Loan Assets held by the Borrower on the Closing Date. The Collateral Agent shall permit access to the information in the Collateral Database by the Servicer and the Borrower. The Collateral Agent shall update the Collateral Database promptly for Loan Assets and Permitted Investments acquired or sold or otherwise disposed of and for any amendments or changes to Loan Asset amounts or interest rates.

(vi)            The Collateral Agent shall establish the Collection Account and the Unfunded Exposure Account in the name of the Collateral Agent under the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties.

(vii)            The Collateral Agent shall track the receipt and daily allocation of cash to the Interest Collection Account and Principal Collection Account and any withdrawals therefrom and, on each Business Day, provide to the Servicer daily reports reflecting such actions to the Interest Collection Account and Principal Collection Account as of the close of business on the preceding Business Day.

(viii)            The Collateral Agent shall assist and reasonably cooperate with the independent certified public accountants in the preparation of those reports required under Section 6.10.

(ix)            The Collateral Agent shall provide the Servicer with such other information as may be reasonably requested in writing by the Servicer and as is within the possession of the Collateral Agent

(c)            (i)              The Administrative Agent, each Lender Agent and each Secured Party further authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including,

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without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 10.02(c) shall be deemed to relieve the Borrower or the Servicer of their respective obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral Portfolio, including to file financing and continuation statements in respect of the Collateral Portfolio in accordance with Section 5.01(t).

(ii)            The Administrative Agent may direct the Collateral Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Agent hereunder, the Collateral Agent shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Agent shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Agent, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Agent to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Agent requests the consent of the Administrative Agent and the Collateral Agent does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action.

(iii)            Except as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement (x) unless and until (and to the extent) expressly so directed by the Administrative Agent or (y) prior to the Facility Maturity Date (and upon such occurrence, the Collateral Agent shall act in accordance with the written instructions of the Administrative Agent pursuant to clause (x)). The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Agent has knowledge of such matter or written notice thereof is received by the Collateral Agent.

(d)            If, in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, the Collateral Agent may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within two Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such two Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions. The Collateral Agent shall be entitled to rely on

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the advice of legal counsel and independent accountants in performing its duties hereunder and shall be deemed to have acted in good faith if it acts in accordance with such advice.

(e)            Concurrently herewith, the Administrative Agent directs the Collateral Agent and the Collateral Agent is authorized to enter into the Collection Account Agreement and Unfunded Exposure Account Agreement. For the avoidance of doubt, all of the Collateral Agent’s rights, protections and immunities provided herein shall apply to the Collateral Agent for any actions taken or omitted to be taken under the Collection Account Agreement and the Unfunded Exposure Account Agreement in such capacity.

Section 10.03      Merger or Consolidation. Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the properties and assets of the Collateral Agent substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Collateral Agent hereunder, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Section 10.04      Collateral Agent Compensation. As compensation for its Collateral Agent activities hereunder, the Collateral Agent shall be entitled to the Collateral Agent Fees and Collateral Agent Expenses from the Borrower as set forth in the Wells Fargo Fee Letter, payable to the extent of funds available therefor pursuant to the provisions of Section 2.04. The Collateral Agent’s entitlement to receive the Collateral Agent Fees shall cease on the earlier to occur of: (i) its removal as Collateral Agent pursuant to Section 10.05 or (ii) the termination of this Agreement.

Section 10.05      Collateral Agent Removal. The Collateral Agent may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Collateral Agent (the “Collateral Agent Termination Notice”); provided that, notwithstanding its receipt of a Collateral Agent Termination Notice, the Collateral Agent shall continue to act in such capacity until a successor Collateral Agent has been appointed and has agreed to act as Collateral Agent hereunder; provided that the Collateral Agent shall continue to receive compensation of its fees and expenses in accordance with Section 10.04 above while so serving as the Collateral Agent prior to a successor Collateral Agent being appointed.

Section 10.06      Limitation on Liability.

(a)            The Collateral Agent may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Agent may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Administrative Agent or (b) the verbal instructions of the Administrative Agent.

(b)            The Collateral Agent may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(c)            The Collateral Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for

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anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties.

(d)           The Collateral Agent makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Collateral Portfolio, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Collateral Portfolio. The Collateral Agent shall not be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it.

(e)           The Collateral Agent shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Agent. Notwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Collateral Agent shall not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral Agent shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility.

(f)            The Collateral Agent shall not be required to expend or risk its own funds in the performance of its duties hereunder.

(g)            It is expressly agreed and acknowledged that the Collateral Agent is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral Portfolio.

(h)            Subject in all cases to the last sentence of Section 2.05, in case any reasonable question arises as to its duties hereunder, the Collateral Agent may, prior to the occurrence of an Event of Default or the Facility Maturity Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Maturity Date, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Administrative Agent, as applicable. The Collateral Agent shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall the Collateral Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i)            The Collateral Agent shall not be liable for the acts or omissions of the Collateral Custodian under this Agreement and shall not be required to monitor the performance of the Collateral Custodian. Notwithstanding anything herein to the contrary, the Collateral Agent shall have no duty to perform any of the duties of the Collateral Custodian under this Agreement.

(j)            In no event shall the Collateral Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Agent as contemplated by this Agreement.

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Section 10.07      Collateral Agent Resignation. The Collateral Agent may resign at any time by giving not less than 90 days’ written notice thereof to the Administrative Agent and with the consent of the Administrative Agent, which consent shall not be unreasonably withheld. Upon receiving such notice of resignation, the Administrative Agent shall promptly appoint a successor collateral agent or collateral agents by written instrument, in duplicate, executed by the Administrative Agent, one copy of which shall be delivered to the Collateral Agent so resigning and one copy to the successor collateral agent or collateral agents, together with a copy to the Borrower, Servicer and Collateral Custodian. If no successor collateral agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within 45 days after the giving of such notice of resignation, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. Notwithstanding anything herein to the contrary, the Collateral Agent may not resign prior to a successor Collateral Agent being appointed.

ARTICLE XI.

MISCELLANEOUS

Section 11.01      Amendments and Waivers.

(a)            (i) No amendment or modification of any provision of this Agreement shall be effective without the written agreement of the Borrower, the Servicer, the Required Lenders, the Administrative Agent and, solely if such amendment or modification would adversely affect the rights and obligations of the Collateral Agent, the Account Bank or the Collateral Custodian, the written agreement of the Collateral Agent, the Account Bank or the Collateral Custodian, as applicable; (ii) no termination or waiver of any provision of this Agreement or consent to any departure therefrom by the Borrower or the Servicer shall be effective without the written concurrence of the Administrative Agent and the Required Lenders and (iii) no amendment, waiver or modification adversely affecting the rights or obligations of any Hedge Counterparty shall be effective without the written agreement of such Person. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(b)           Notwithstanding the provisions of Section 11.01(a), the written consent of all of the Lenders shall be required for any amendment, modification or waiver (i) reducing any Advances Outstanding, or the Yield thereon, (ii) postponing any date for any payment of any Advance, or the Yield thereon, (iii) modifying the provisions of this Section 11.01 or (iv) extending the Stated Maturity Date or clause (i) of the definition of “Reinvestment Period”; provided that the Administrative Agent may increase the BSL Limit in its sole discretion.

Section 11.02      Notices, Etc. All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication and communication by e-mail) and faxed, e-mailed or delivered, to each party hereto, at the address set forth below:

(i)            to the Borrower:

Prior to January 13, 2020:

Senior Loan Fund II LLC

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666 Fifth Avenue

New York, NY 10103

Attention: Gregory A. Robbins

Facsimile: 212-750-5505

Telephone: 212-660-7274

With a copy to:Effective January 13, 2020:

Senior Loan Fund II LLC

16600 Swingley Ridge Road

Chesterfield, MO 63017

200 Park Avenue, 25th Floor

New York, NY 10166

Attention: Michael Bubnis / Brian ButchkoGregory A. Robbins

Facsimile: (636) 736-7644212-750-3756

Telephone: (636) 736-5640 / (636) 736-7244212-750-6060”

(ii)           to the Servicer or the Transferor:

Prior to January 13, 2020:

Senior Loan FundGC Advisors LLC

666 Fifth Avenue

New York, NY 10103

Attention: Gregory A. Robbins

Facsimile: 212-750-5505

Telephone: 212-660-7274

With a copy to:Effective January 13, 2020:

Senior Loan Fund II LLCGC Advisors LLC

16600 Swingley Ridge Road

Chesterfield, MO 63017

200 Park Avenue, 25th Floor

New York, NY 10166

Attention: Michael Bubnis / Brian ButchkoGregory A. Robbins

Facsimile: (636) 736-7644212-750-3756

Telephone: (636) 736-5640 / (636) 736-7244212-750-6060

(iii)          to the Administrative Agent:

Wells Fargo Bank, N.A.

Duke Energy Center

550 South Tryon Street, 5^th Floor

MAC D1086-051

Charlotte, NC 28202

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Attention: Matthew JensenCorporate Debt Finance

Facsimile: (704) 715-0089
Confirmation: (704) 410-2450

All electronic dissemination of Notices should be sent to

scp.mmloans@wellsfargo.comscp.mmloans@wellsfargo.com

(iv)          to Wells Fargo Bank, N.A., as Lender:

Wells Fargo Bank, N.A.

Duke Energy Center

550 South Tryon Street, 5th Floor
MAC D1086-051

Charlotte, NC 28202

Attention: Matthew JensenCorporate Debt Finance

Facsimile: (704) 715-0089
Confirmation: (704) 410-2450

All electronic dissemination of Notices should be sent to

scp.mmloans@wellsfargo.comscp.mmloans@wellsfargo.com

(v)           to Wells Fargo Bank, N.A., as Collateral Agent:

Wells Fargo Bank, N. A.

Corporate Trust Services Division

9062 Old Annapolis Rd.

Columbia, Maryland 21045

Attn: SAS Trust Services -– Senior Loan Fund II LLC

Fax: (443) 367-3986

Phone: (410) 884-2000

(vi)          to Wells Fargo Bank, N.A., as Account Bank:

Wells Fargo Bank, N. A.

Corporate Trust Services Division

9062 Old Annapolis Rd.

Columbia, Maryland 21045

Attn: CDO Trust Services -– Senior Loan Fund II LLC

Fax: (443) 367-3986

Phone: (410) 884-2000

(vii)         to Wells Fargo Bank, N.A., as Collateral Custodian:

Wells Fargo Bank, N. A.

Corporate Trust Services Division

9062 Old Annapolis Rd

Columbia, MD 21045

Attn: SAS Trust Services – Senior Loan Fund II LLC

Phone: (410) 884-2000

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Fax: (443) 367-3986

or at such other address as shall be designated by such party in a written notice to the other parties hereto. Notices and communications by facsimile and e-mail shall be effective when sent (and shall be followed by hard copy sent by regular mail), and notices and communications sent by other means shall be effective when received.

Section 11.03      No Waiver; Remedies.No failure on the part of the Administrative Agent, the Collateral Agent, any Lender or any Lender Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11.04      Binding Effect; Assignability; Multiple Lenders.

(a)           This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the prior written consent of the Borrower (which consent shall not be unreasonably withheld), each Lender and their respective successors and assigns may assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to any Person; provided that, (w) a Lender may assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate or a Permitted Assignee without the prior consent of the Borrower, (x) after an Event of Default has occurred, a Lender may assign its rights and obligations hereunder to any Person without the prior consent of the Borrower, (y) any Conduit Lender shall not need prior consent from the Borrower to assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent and (z) any Lender may assign or participate all or a portion of its interests hereunder or under its Variable Funding Note without the consent of the Borrower upon such Lender’s good faith determination that such assignment or participation is required for regulatory reasons. Any such assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit M hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. For the avoidance of doubt, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent, other than any assignment effected in connection with a transaction that meets the requirements of Section 5.04(a). In addition, without limiting the foregoing, this Agreement shall not be assigned within the meaning of the Advisers Act by Senior Loan FundGC Advisors LLC without the consent of the Borrower. Such consent

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may be evidenced through the Borrower’s failure to object to an assignment or intended assignment following appropriate notice to the Borrower from Senior Loan FundGC Advisors LLC.

(b)            Notwithstanding any other provision of this Section 11.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such Lender as a party hereto.

(c)            Each Hedge Counterparty, each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

Section 11.05      Term of This Agreement.This Agreement, including, without limitation, the Borrower’s representations and covenants set forth in Articles IV and V and the Servicer’s representations, covenants and duties set forth in Articles IV, V and VI, shall remain in full force and effect until the Collection Date; provided that the rights and remedies with respect to any breach of any representation and warranty made or deemed made by the Borrower or the Servicer pursuant to Articles III and IV and the indemnification and payment provisions of Article VIII, IX and Article XI and the provisions of Section 2.10, Section 2.11, Section 11.07, Section 11.08 and Section 11.09 shall be continuing and shall survive any termination of this Agreement.

Section 11.06      GOVERNING LAW; JURY WAIVER. THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.

Section 11.07      Costs, Expenses and Taxes.

(a)            In addition to the rights of indemnification granted to the Indemnified Parties under Section 8.01 and Section 8.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay (i) with respect to the Borrower, on the Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Transferor, on demand, in each case, all out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all out-of-pocket costs and expenses, if any (including counsel fees and expenses),

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incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

(b)           The Borrower, the Servicer and the Transferor shall pay (i) with respect to the Borrower, on the Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Transferor, on demand, in each case, any and all stamp, sales, excise and other Taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, the other Transaction Documents or any other document providing liquidity support, credit enhancement or other similar support to the Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder.

(c)            The Servicer and the Transferor shall pay on demand all other out-of-pocket costs, expenses and Taxes (excluding Taxes imposed on or measured by net income) incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Collateral Custodian and the Account Bank, including, without limitation, all costs and expenses incurred by the Administrative Agent, the Lender Agents and the Lenders in connection with periodic audits of the Borrower’s, the Transferor’s or the Servicer’s books and records.

Section 11.08         No Proceedings.

(a)            Each of the parties hereto (other than the Administrative Agent with the consent of the Lender Agents) and each Hedge Counterparty (by accepting the benefits of this Agreement) agrees that it will not institute against, or join any other Person in instituting against, the Borrower any proceedings of the type referred to in the definition of Bankruptcy Event so long as there shall not have elapsed one year and one day (or such longer preference period as shall then be in effect) since the Collection Date.

(b)           Each of the parties hereto (other than any Conduit Lender) and each Hedge Counterparty (by accepting the benefits of this Agreement) hereby agrees that it will not institute against, or join any other Person in instituting against, any Conduit Lender, the Administrative Agent, or any Liquidity Banks any Bankruptcy Proceeding so long as any commercial paper issued by such Conduit Lender shall be outstanding and there shall not have elapsed one year and one day (or such longer preference period as shall then be in effect) since the last day on which any such commercial paper shall have been outstanding.

Section 11.09      Recourse Against Certain Parties.

(a)            No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of any such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent or any Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be

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incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of any such Person, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of any such Person and each incorporator, stockholder, affiliate, officer, employee or director of any such Person or of any such administrator, or any of them, for breaches by the Administrative Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

(b)           Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected.

(c)            No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby.

(d)           Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes.

(e)           The provisions of this Section 11.09 shall survive the termination of this Agreement.

Section 11.10      Execution in Counterparts; Severability; Integration. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by e-mail in portable document format (.pdf) or facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. In the event that any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement and any agreements or letters (including fee letters) executed in connection herewith contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior oral or

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written understandings other than any fee letter delivered by the Servicer to the Administrative Agent and the Lender Agents.

Section 11.11      Consent to Jurisdiction; Service of Process.

(a)            Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b)           Each of the Borrower and the Servicer agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower or the Servicer, as applicable, at its address specified in Section 11.02 or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 11.11 shall affect the right of the Lenders, the Lender Agents or the Administrative Agent to serve legal process in any other manner permitted by law.

Section 11.12      Characterization of Conveyances Pursuant to the Purchase and Sale Agreement.

(a)            It is the express intent of the parties hereto that the conveyance of the Eligible Loan Assets by the Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances described in Section 5.01(aa) and Section 5.02(j) hereof) as, a sale by the Transferor of such Eligible Loan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loan Assets by the Transferor to the Borrower to secure a debt or other obligation of the Transferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loan Assets are held to continue to be property of the Transferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the Transferor’s right, title and interest in and to the Eligible Loan Assets and all amounts payable to the holders of the Eligible Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The

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Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible Loan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement.

(b)            It is the intention of each of the parties hereto that the Eligible Loan Assets conveyed by the Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the Transferor’s estate in the event of the filing of a bankruptcy petition by or against the Transferor under any bankruptcy or similar law.

(c)           The Borrower agrees to treat, and shall cause the Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances described in Section 5.01(aa) and Section 5.02(j) hereof), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. Solely to the extent the Transferor is required to file its financial statements publicly, the Borrower and the Servicer each hereby agree to cause the Transferor to reflect in the Transferor’s financial records and to include a note in the publicly filed annual and quarterly financial statements of Senior Loan Fund LLC indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet ASC Topic 860 requirements for accounting sale treatment are reflected in the consolidated balance sheet of Senior Loan Fund LLC as investments and (ii) those assets are owned by a special purpose entity that is consolidated in Senior Loan Fund LLC’s financial statements, the creditors of the special purpose entity have received security interests in such assets and such assets are not intended to be available to the creditors of Senior Loan Fund LLC (or any affiliate of Senior Loan Fund LLC).

Section 11.13      Confidentiality.

(a)            Each of the Administrative Agent, the Lenders, the Lender Agents, the Servicer, the Collateral Agent, the Borrower, the Account Bank, the Transferor and the Collateral Custodian shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Agreement and all information with respect to the other parties, including all information regarding the Borrower and the Servicer hereto and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that each such party and its officers and employees may (i) disclose such information to its external accountants, investigators, auditors, attorneys or other agents, including any Approved Valuation Firm engaged by such party in connection with any due diligence or comparable activities with respect to the transactions and Loan Assets contemplated herein and the agents of such Persons, and in the case of the Transferor, the members of the Transferor (“Excepted Persons”); provided that each Excepted Person shall, as a condition to any such disclosure, agree for the benefit of the Administrative Agent, the Lenders, the Lender Agents, the Servicer, the Collateral Agent, the Borrower, the Account Bank, the Transferor and the Collateral Custodian that such information shall be used solely in connection with such Excepted Person’s evaluation of, or relationship with, the Borrower and its affiliates, (ii) disclose the existence of the Agreement, but not the financial terms thereof, (iii) disclose such information as is required by Applicable Law and (iv) disclose the Agreement and such information in any suit, action, proceeding or investigation (whether in law or in equity or pursuant to arbitration) involving any of the Transaction Documents for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies, or interests under or in

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connection with any of the Transaction Documents. It is understood that the financial terms that may not be disclosed except in compliance with this Section 11.13(a) include, without limitation, all fees and other pricing terms, and all Events of Default, Servicer Termination Events, and priority of payment provisions.

(b)           Anything herein to the contrary notwithstanding, the Borrower and the Servicer each hereby consents to the disclosure of any nonpublic information with respect to it (i) to the Administrative Agent, the Lenders, the Lender Agents, the Account Bank, the Collateral Agent or the Collateral Custodian by each other, (ii) by the Administrative Agent, the Lenders, the Lender Agents, the Account Bank, the Collateral Agent and the Collateral Custodian to any prospective or actual assignee or participant of any of them provided such Person agrees to hold such information confidential, or (iii) by the Administrative Agent, the Lenders, the Lender Agents, the Account Bank, the Collateral Agent and the Collateral Custodian to any commercial paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to any Lender or any Person providing financing to, or holding equity interests in, any Conduit Lender, as applicable, and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided each such Person is informed of the confidential nature of such information. In addition, the Lenders, the Lender Agents, the Administrative Agent, the Collateral Agent, the Account Bank and the Collateral Custodian may disclose any such nonpublic information as required pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

(c)            Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known; (ii) disclosure of any and all information (a) if required to do so by any applicable statute, law, rule or regulation, (b) following a request from any government agency or regulatory body having or claiming authority to regulate or oversee any aspect of the Lenders’, the Lender Agents’, the Administrative Agent’s, the Collateral Agent’s, the Account Bank’s or the Collateral Custodian’s business or that of their affiliates; provided that to the extent permitted by Applicable Law, such Person shall use reasonable efforts to inform the Borrower and GC Advisors LLC of such request; provided, further, that such Person shall not be required to inform the Borrower or GC Advisors LLC of such request if the disclosure is made to a bank examiner, regulatory examiner or self-regulatory examiner in the course of any such examiner’s examination or inspection of such Person, (c) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Administrative Agent, any Lender, any Lender Agent, the Collateral Agent, the Collateral Custodian or the Account Bank or an officer, director, employer, shareholder or affiliate of any of the foregoing is a party; provided that to the extent permitted by Applicable Law, such Person shall use reasonable efforts to inform the Borrower and Senior Loan FundGC Advisors LLC of such request, (d) in any preliminary or final offering circular, registration statement or contract or other document approved in advance by the Borrower, the Servicer or the Transferor, (e) to any affiliate, independent or internal auditor, agent, employee or attorney of the Collateral Agent or the Collateral Custodian having a need to know the same or (f) to any Person when required to comply with Anti-Corruption Laws and Anti-Money Laundering Laws, provided that the disclosing party advises such recipient of the confidential nature of the information being disclosed; or (iii) any other disclosure authorized by the Borrower, Servicer (so long as the Servicer is Senior Loan FundGC Advisors LLC or an Affiliate thereof) or any Transferor.

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Section 11.14      Non-Confidentiality of Tax Treatment. All parties hereto agree that each of them and each of their employees, representatives, and other agents may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including, without limitation, opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure. “Tax treatment” and “tax structure” shall have the same meaning as such terms have for purposes of Treasury Regulation Section 1.6011-4; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, the provisions of this Section 11.14 shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the transactions contemplated hereby.

Section 11.15      Waiver of Set Off. Each of the parties hereto hereby waives any right of setoff it may have or to which it may be entitled under this Agreement from time to time against the Administrative Agent, the Lenders, the Lender Agents or their respective assets.

Section 11.16      Headings and Exhibits. The headings herein are for purposes of references only and shall not otherwise affect the meaning or interpretation of any provision hereof. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes.

Section 11.17      Ratable Payments. If any Lender, whether by setoff or otherwise, shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of Advances owing to it (other than Breakage Fees or pursuant to Section 2.10 or Section 2.11) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.

Section 11.18      Failure of Borrower or Servicer to Perform Certain Obligations. If the Borrower or the Servicer, as applicable, fails to perform any of its agreements or obligations under Section 5.01(t), Section 5.02(p) or Section 5.03(e), the Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by the Borrower or the Servicer (on behalf of the Borrower), as applicable, upon the Administrative Agent’s demand therefor.

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Section 11.19      Power of Attorney. The Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent as its attorney-in-fact to act on behalf of the Borrower (i) to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Secured Parties in the Collateral Portfolio and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Collateral Portfolio as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Secured Parties in the Collateral Portfolio. This appointment is coupled with an interest and is irrevocable.

Section 11.20      Delivery of Termination Statements, Releases, etc. Upon payment in full of all of the Obligations (other than unmatured contingent indemnification obligations) and the termination of this Agreement, the Collateral Agent shall deliver to the Borrower termination statements, reconveyances, releases and other documents necessary or appropriate to evidence the termination of the Pledge and other Liens securing the Obligations, all at the expense of the Borrower.

Section 11.21      Customer Identification Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any other Lender) hereby notifies the Borrower that United States law requires each United States Lender and the Administrative Agent to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower (and certain Persons having a beneficial interest in the Borrower) and other information that will allow such Lender and the Administrative Agent, as applicable, to identify the Borrower.

ARTICLE XII.

COLLATERAL CUSTODIAN

Section 12.01      Designation of Collateral Custodian.

(a)            Initial Collateral Custodian. The role of Collateral Custodian with respect to the Required Loan Documents shall be conducted by the Person designated as Collateral Custodian hereunder from time to time in accordance with this Section 12.01. Each of the Borrower, the Lender Agents and the Administrative Agent hereby designate and appoint the Collateral Custodian to act as its agent and hereby authorizes the Collateral Custodian to take such actions on its behalf and to exercise such powers and perform such duties as are expressly granted to the Collateral Custodian by this Agreement. The Collateral Custodian hereby accepts such agency appointment to act as Collateral Custodian pursuant to the terms of this Agreement, until its resignation or removal as Collateral Custodian pursuant to the terms hereof..

(b)            Successor Collateral Custodian. Upon the Collateral Custodian’s receipt of a Collateral Custodian Termination Notice from the Administrative Agent of the designation of a successor Collateral Custodian pursuant to the provisions of Section 12.05, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder.

Section 12.02      Duties of Collateral Custodian.

(a)           Appointment. The Borrower, the Lender Agents and the Administrative Agent each hereby appoints Wells Fargo to act as Collateral Custodian, for the benefit of the

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Secured Parties. The Collateral Custodian hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto set forth herein.

(b)            Duties. From the Closing Date until its removal pursuant to Section 12.05, the Collateral Custodian shall perform, on behalf of the Secured Parties, the following duties and obligations:

(i)            The Collateral Custodian shall take and retain custody of the Required Loan Documents delivered by the Borrower pursuant to Section 3.02(a) and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties. Within five Business Days of its receipt of any Required Loan Documents, the related Loan Tape and a hard copy of the Loan Asset Checklist, the Collateral Custodian shall review the Required Loan Documents to confirm that (A) such Required Loan Documents have been executed by each party thereto (either an original or a copy, as indicated on the Loan Asset Checklist) and have no missing or mutilated pages, (B) filed stamped copies of the UCC and other filings (required by the Required Loan Documents) are included, (C) each item listed in the Loan Asset Checklist is included and verify it has been provided to the Collateral Custodian without any missing pages or sections, and (D) the related original balance (based on a comparison to the note or assignment agreement, as applicable), Loan Asset number and Obligor name, as applicable, with respect to such Loan Asset is referenced on the related Loan Tape (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Required Loan Documents hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian a hard copy (which may be preceded by an electronic copy, as applicable) of the related Loan Asset Checklist which contains the Loan Asset information with respect to the Required Loan Documents being delivered, identification number and the name of the Obligor with respect to such Loan Asset. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist. If, at the conclusion of such review, the Collateral Custodian shall determine that (i) the original balance of the Loan Asset with respect to which it has received Required Loan Documents is less than as set forth on the Loan Tape or the Obligor name does not match, the Collateral Custodian shall notify the Administrative Agent and the Servicer of such discrepancy within one Business Day, or (ii) any Review Criteria is not satisfied, the Collateral Custodian shall within one Business Day notify the Servicer of such determination and provide the Servicer with a list of the non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have five Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. To the extent such non-compliance has not been cured within such time period, such Loan Asset shall be deemed to be a Warranty Loan Asset and shall no longer be included in the calculation of any Borrowing Base hereunder until such deficiency is cured. In addition, if requested in writing (in the form of Exhibit L) by the Servicer and approved by the Administrative Agent within 10 Business Days of the Collateral Custodian’s delivery of such report, the Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Required Loan Documents. Notwithstanding anything to the contrary contained herein,

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the Collateral Custodian shall have no duty or obligation with respect to any Loan Asset checklist delivered to it in electronic form.

(ii)            In taking and retaining custody of the Required Loan Documents, the Collateral Custodian shall be deemed to be acting as the agent of the Secured Parties; provided that the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Required Loan Documents or the instruments therein; and provided, further, that, the Collateral Custodian’s duties shall be limited to those expressly contemplated herein.

(iii)          All Required Loan Documents shall be kept in fire resistant vaults, rooms or cabinets at the locations specified on the address of the Collateral Custodian in Section 11.02, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Collateral Custodian in a written notice delivered at least 30 days prior to such change. All Required Loan Documents shall be placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating Senior Loan Fund LLC and its Affiliates and subsidiaries.

(iv)          On the Reporting Date of each month, the Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form mutually agreeable to the Administrative Agent and the Collateral Custodian) identifying each Loan Asset for which it holds Required Loan Documents and the applicable Review Criteria that any Loan Asset fails to satisfy.

(v)            Notwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Collateral Custodian shall not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility.

(c)        (i)          The Collateral Custodian agrees to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan Documents to the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit L), as applicable, as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to Article VII. In the event the Collateral Custodian receives instructions from the Collateral Agent, the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent.

(ii)           The Collateral Custodian shall promptly upon its actual receipt of a Borrowing Base Certificate from the Borrower, re-calculate the Borrowing Base and, if the Collateral Custodian’s calculation does not correspond with the calculation provided by the Borrower on such Borrowing Base Certificate, deliver such calculation to each of the

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Administrative Agent, Borrower and Servicer within one (1) day of receipt by the Collateral Custodian of such Borrowing Base Certificate.

(iii)           The Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action.

(iv)           The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Custodian has knowledge of such matter or written notice thereof is received by the Collateral Custodian.

Section 12.03      Merger or Consolidation.

Any Person (i) into which the Collateral Custodian may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Custodian shall be a party, or (iii) that may succeed to the properties and assets of the Collateral Custodian substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Collateral Custodian hereunder, shall be the successor to the Collateral Custodian under this Agreement without further act of any of the parties to this Agreement.

Section 12.04      Collateral Custodian Compensation.

As compensation for its Collateral Custodian activities hereunder, the Collateral Custodian shall be entitled to the Collateral Custodian Fees from the Borrower as set forth in the Wells Fargo Fee Letter, payable pursuant to the extent of funds available therefor pursuant to the provisions of Section 2.04. The Collateral Custodian’s entitlement to receive the Collateral Custodian Fees shall cease on the earlier to occur of: (i) its removal as Collateral Custodian pursuant to Section 12.05, (ii) its resignation as Collateral Custodian pursuant to Section 12.07 of this Agreement or (iii) the termination of this Agreement.

Section 12.05      Collateral Custodian Removal.

The Collateral Custodian may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Collateral Custodian (the “Collateral Custodian Termination Notice”); provided that, notwithstanding its receipt of a Collateral

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Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until a successor Collateral Custodian has been appointed and has agreed to act as Collateral Custodian hereunder.

Section 12.06      Limitation on Liability.

(a)           The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Administrative Agent or (b) the verbal instructions of the Administrative Agent.

(b)           The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(c)           The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties.

(d)           The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Collateral Portfolio, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Collateral Portfolio. The Collateral Custodian shall not be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it.

(e)           The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian.

(f)            The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder.

(g)           It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral Portfolio.

(h)            Subject in all cases to the last sentence of Section 12.02(c)(i), in case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Maturity Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Maturity Date, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Administrative Agent, as applicable. The Collateral Custodian shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall the Collateral Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action.

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(i)            In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement.

Section 12.07      Collateral Custodian Resignation.

Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall (i) be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit L. Notwithstanding anything herein to the contrary, the Collateral Custodian may not resign prior to a successor Collateral Custodian being appointed.

Section 12.08      Release of Documents.

(a)            Release for Servicer. From time to time and as appropriate for the enforcement or servicing of any of the Collateral Portfolio, the Collateral Custodian is hereby authorized (unless and until such authorization is revoked by the Administrative Agent), upon written receipt from the Servicer of a request for release of documents and receipt in the form annexed hereto as Exhibit L, to release to the Servicer within two Business Days of receipt of such request, the related Required Loan Documents or the documents set forth in such request and receipt to the Servicer. All documents so released to the Servicer shall be held by the Servicer in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties in accordance with the terms of this Agreement. The Servicer shall return to the Collateral Custodian the Required Loan Documents or other such documents (i) promptly upon the request of the Administrative Agent, or (ii) when the Servicer’s need therefor in connection with such foreclosure or servicing no longer exists, unless the Loan Asset shall be liquidated, in which case, the Servicer shall deliver an additional request for release of documents to the Collateral Custodian and receipt certifying such liquidation from the Servicer to the Collateral Agent, all in the form annexed hereto as Exhibit L.

(b)           Limitation on Release. The foregoing provision with respect to the release to the Servicer of the Required Loan Documents and documents by the Collateral Custodian upon request by the Servicer shall be operative only to the extent that the Administrative Agent has consented to such release. Promptly after delivery to the Collateral Custodian of any request for release of documents, the Servicer shall provide notice of the same to the Administrative Agent. Any additional Required Loan Documents or documents requested to be released by the Servicer may be released only upon written authorization of the Administrative Agent. The limitations of this paragraph shall not apply to the release of Required Loan Documents to the Servicer pursuant to the immediately succeeding subsection.

(c)            Release for Payment. Upon receipt by the Collateral Custodian of the Servicer’s request for release of documents and receipt in the form annexed hereto as Exhibit L (which certification shall include a statement to the effect that all amounts received in connection

141

with such payment or repurchase have been credited to the Collection Account as provided in this Agreement), the Collateral Custodian shall promptly release the related Required Loan Documents to the Servicer.

Section 12.09      Return of Required Loan Documents.

The Borrower may, with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), require that the Collateral Custodian return each Required Loan Document (a) delivered to the Collateral Custodian in error or (b) released from the Lien of the Collateral Agent hereunder pursuant to Section 2.16, in each case by submitting to the Collateral Custodian and the Administrative Agent a written request in the form of Exhibit L hereto (signed by both the Borrower and the Administrative Agent) specifying the Collateral Portfolio to be so returned and reciting that the conditions to such release have been met (and specifying the Section or Sections of this Agreement being relied upon for such release). The Collateral Custodian shall upon its receipt of each such request for return executed by the Borrower and the Administrative Agent promptly, but in any event within five Business Days, return the Required Loan Documents so requested to the Borrower.

Section 12.10      Access to Certain Documentation and Information Regarding the Collateral Portfolio; Audits of Servicer.

The Collateral Custodian shall provide to the Administrative Agent and each Lender Agent access to the Required Loan Documents and all other documentation regarding the Collateral Portfolio including in such cases where the Administrative Agent and each Lender Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two Business Days’ prior written request, (ii) during normal business hours and (iii) subject to the Servicer’s and the Collateral Custodian’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent and each Lender Agent, the Administrative Agent and each Lender Agent may review the Servicer’s collection and administration of the Collateral Portfolio in order to assess compliance by the Servicer with the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral Portfolio, and Required Loan Documents in conjunction with such a review. Such review shall be (subject to Section 5.03(d)(ii)) reasonable in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 12.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct, at the expense of the Borrower, a review of the Required Loan Documents and all other documentation regarding the Collateral Portfolio.

Section 12.11      Bailment.

The Collateral Custodian agrees that, with respect to any Required Loan Documents at any time or times in its possession or held in its name, the Collateral Custodian shall be the agent and bailee of the Collateral Agent, for the benefit of the Secured Parties, for purposes of perfecting (to the extent not otherwise perfected) the Collateral Agent’s security interest in the Collateral Portfolio and for the purpose of ensuring that such security interest is entitled to first priority status under the UCC.

142

[Signature pages to follow.]

143

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

THE BORROWER:	SENIOR LOAN FUND II LLC
	By: Senior Loan Fund LLC, its designated manager
	By:
		Name:	Gregory Robbins
		Title:	GCBDC Representative
	By:
		Name:	Nathan Harnetiaux
		Title:	United RGA Reinsurance Company
			Representative

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Senior Loan Fund II LLC

Loan and Servicing Agreement

THE SERVICER:
	SENIOR LOAN FUNDGC ADVISORS LLC
	By:
		Name:	Gregory Robbins
		Title:	GCBDC Representative
	By:
		Name:	Nathan Harnetiaux
		Title:	United Representative

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Senior Loan Fund II LLC

Loan and Servicing Agreement 

THE TRANSFEROR:
	SENIOR LOAN FUND LLC
	By:
		Name:	Gregory Robbins
		Title:	GCBDC Representative
	By:
		Name:	Nathan Harnetiaux
		Title:	United RGA Reinsurance Company Representative

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Senior Loan Fund II LLC

Loan and Servicing Agreement

THE ADMINISTRATIVE AGENT:	WELLS FARGO BANK, N.A.
	By:
		Name:
		Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Senior Loan Fund II LLC

Loan and Servicing Agreement

INSTITUTIONAL LENDER	WELLS FARGO BANK, N.A.
	By:
		Name:
		Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Senior Loan Fund II LLC

Loan and Servicing Agreement 

THE COLLATERAL AGENT:	WELLS FARGO BANK, N. A.
	By:
		Name:
		Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Senior Loan Fund II LLC

Loan and Servicing Agreement

THE ACCOUNT BANK:	WELLS FARGO BANK, N. A.
	By:
		Name:
		Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Senior Loan Fund II LLC

Loan and Servicing Agreement

THE COLLATERAL CUSTODIAN:	WELLS FARGO BANK, N. A.
	By:
		Name:
		Title:

Senior Loan Fund II LLC

Loan and Servicing Agreement

SCHEDULE I

CONDITIONS PRECEDENT DOCUMENTS

As required by Section 3.01 of the Agreement, each of the following items must be delivered to the Administrative Agent and the Lender Agents prior to the effectiveness of the Agreement:

(a)            A copy of this Agreement duly executed by each of the parties hereto;

(b)            A certificate of the Secretary or Assistant Secretary of each of the Borrower, the Servicer and the Transferor, dated the date of this Agreement, certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign on behalf of such Person the Transaction Documents to which it is a party (on which certificate the Administrative Agent, the Lenders and the Lender Agents may conclusively rely until such time as the Administrative Agent and the Lender Agents shall receive from the Borrower, the Servicer or the Transferor, as applicable, a revised certificate meeting the requirements of this paragraph (b)(i)), (ii) that the copy of the certificate of formation of such Person, as applicable, is a complete and correct copy and that such certificate of formation have not been amended, modified or supplemented and are in full force and effect, (iii) that the copy of the limited liability company agreement of such Person is a complete and correct copy, and that such limited liability company agreement has not been amended, modified or supplemented and are in full force and effect, and (iv) the resolutions of the board of directors of such Person approving and authorizing the execution, delivery and performance by such Person of the Transaction Documents to which it is a party;

(c)            A good standing certificate, dated as of a recent date for each of the Borrower, the Servicer and the Transferor issued by the Secretary of State of such Person’s State of formation or organization, as applicable;

(d)            Duly executed Powers of Attorney from the Borrower and the Servicer;

(e)            Duly executed Variable Funding Note(s);

(f)            Financing statements (the “Facility Financing Statements”) describing the Collateral Portfolio, and (i) naming the Borrower as debtor and the Collateral Agent, on behalf of the Secured Parties, as secured party, (ii) naming the Transferor as debtor, the Borrower as assignor and the Collateral Agent, on behalf of the Secured Parties, as secured party/total assignee and (iii) other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Collateral Agent’s, on behalf of the Secured Parties, interests in all Collateral Portfolio;

(g)            Financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral Portfolio previously granted by the Transferor;

(h)            Copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Administrative Agent and requests for information (or a similar UCC search report certified

by a party acceptable to the Administrative Agent), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Borrower (under its present name and any previous name) and the Transferor (under its present name and any previous name) as debtor(s) and which are filed in the jurisdiction of Delaware, as applicable, together with copies of such financing statements (none of which shall cover any Collateral Portfolio);

(i)            One or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to such matters as the Administrative Agent may reasonably request (including an opinion, with respect to the first priority perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral Portfolio);

(j)            One or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to the true sale of the Collateral Portfolio under the Purchase and Sale Agreement and that the Borrower would not be substantively consolidated with the Transferor in a proceeding under the Bankruptcy Code;

(k)            One or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, among other things, the due authorization, execution and delivery of, and enforceability of, this Agreement and the other Transaction Documents to which the Borrower is a party;

(l)            One or more favorable Opinions of Counsel of counsel to the Servicer, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, among other things, the due authorization, execution and delivery of, and enforceability of, this Agreement and the other Transaction Documents to which the Servicer is a party;

(m)            One or more favorable Opinions of Counsel of counsel to the Transferor, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, among other things, the due authorization, execution and delivery of, and enforceability of, this Agreement and the other Transaction Documents to which the Transferor is a party;

(n)            One or more favorable Opinions of Counsel of New York counsel to the Borrower, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, all matters under New York law regarding the due authorization, execution and delivery of, and enforceability of each of the Transaction Documents, not covered by above;

(o)            One or more favorable Opinions of Counsel of New York counsel to the Servicer, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, all matters under New York law

Sch. I-2

regarding the due authorization, execution and delivery of, and enforceability of each of the Transaction Documents, not covered by above;

(p)            One or more favorable Opinions of Counsel of New York counsel to the Transferor, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, all matters under New York law regarding the due authorization, execution and delivery of, and enforceability of each of the Transaction Documents, not covered by above;

(q)            Duly completed copies of IRS Form W-9 (or any successor forms or other certificates or statements that may be required from time to time by the relevant United States taxing authorities or Applicable Law) for the Borrower; and

(r)            A copy of each of the other Transaction Documents duly executed by the parties thereto.

Sch. I-3

SCHEDULE II

APPROVED REPLACEMENT SERVICER

Any entity listed below (or an Affiliate thereof) shall be an Approved Replacement Servicer:

[Reserved]

AEA Middle Market Debt Management LP

Ivy Hill Asset Management L.P.

Ares Capital Corporation

Audax Management Company (NY), LLC

Fortress Investment Group LLC

GSO/Blackstone Debt Funds Management LLC

Madison Capital Funding LLC

NewStar Financial Inc.

NXT Capital, LLC

SCHEDULE III

ELIGIBILITY CRITERIA

The representations and warranties set forth in this Schedule III (other than any individual clause listed below that the Administrative Agent in its sole discretion has, prior to the applicable Cut-Off Date, waived in writing with respect to such Loan Asset, which waiver shall solely be for the specific fact or circumstance that existed at the time of such waiver) are made by the Borrower and the Servicer under the Loan and Servicing Agreement and the Transferor under the Purchase and Sale Agreement, with respect to all Loan Assets which are designated as being Eligible Loan Assets on any Borrowing Base Certificate or are otherwise represented to the Administrative Agent, the Lenders or the Lender Agents as being Eligible Loan Assets, or are included as Eligible Loan Assets in any calculation set forth in the Agreement to which this Schedule III is attached.

1.            Each such Loan Asset is a Middle Market Loan or Broadly Syndicated Loan evidenced by a note or a credit document and (other than in the case of any Loan Asset acquired or funded directly by the Borrower at origination) an assignment document in the form specified in the applicable credit agreement or, if no such specification, on the LSTA assignment form. Each such Loan Asset and the Portfolio Assets related thereto is subject to a valid, subsisting and enforceable first priority perfected security interest (subject only to Permitted Liens) in favor of the Collateral Agent, on behalf of the Secured Parties, and the Borrower has good and marketable title to such Loan Asset and the Portfolio Assets related thereto, free and clear of all Liens other than any Permitted Liens.

2            The Obligor with respect to each such Loan Asset is organized under the laws of the United States or any state thereof or Canada.

3.            Each such Loan Asset is denominated in United States dollars.

4.            No such Loan Asset is Margin Stock.

5.            The acquisition of such Loan Asset does not cause the Borrower or the assets constituting the Collateral Portfolio to be required to be registered as an investment company under the 1940 Act.

6.            No such Loan Asset is a financing by a debtor-in-possession in any Bankruptcy Proceeding.

7.            No such Loan Asset is principally secured by real estate.

8.            Each such Loan Asset constitutes a legal, valid, binding and enforceable obligation of the Obligor thereunder and each guarantor thereof, enforceable against each such Person in accordance with its terms, subject to usual and customary bankruptcy, insolvency and equity limitations and there are no conditions precedent to the enforceability or validity of the Loan Asset that have not been satisfied or validly waived.

9.            Each such Loan Asset is in the form of, and is treated as, indebtedness for federal income tax purposes.

Sch. III-1

10.            As of the related Cut-Off Date and at any time prior to the related Cut-Off Date (i) such Loan Asset is and has been current on all interest and principal payments under the terms of the related Loan Agreement and (ii) there has been no (a) “event of default” (as defined in the related Loan Agreement) or (b) any other default, breach, violation or event permitting acceleration (provided that the existence of any financial default shall be determined as of the most recent financial report provided by the applicable Obligor) under the terms of any such Loan Asset (of which the Transferor has actual knowledge) that, in each of the foregoing cases, has not been cured or waived, unless otherwise approved by the Administrative Agent in writing.

11.            As of the related Cut-Off Date, the acquisition of each such Loan Asset by the Borrower, and the Pledge of each such Loan Asset, has been approved by the Administrative Agent in its sole and absolute discretion.

12.            The Obligor with respect to each such Loan Asset is not an Affiliate of the Servicer or the Transferor with respect to such Loan Asset.

13.            The acquisition of any such Loan Asset by the Borrower or the Pledge thereof would not, in the Administrative Agent’s commercially reasonable judgment, (i) violate any Applicable Law or (ii) cause the Administrative Agent, the Lenders or the Lender Agents to fail to comply with any request or directive (whether or not having the force of law) from any banking or other Governmental Authority having jurisdiction over the Administrative Agent, the Lenders or the Lender Agents.

14.            No such Loan Asset contravenes any Applicable Law and no part thereof is in violation of any Applicable Law.

15.            Pursuant to the Loan Agreement with respect to such Loan Asset, either (i) such Loan Asset is freely assignable to the Borrower and able to be Pledged to the Collateral Agent, on behalf of the Secured Parties, without the consent of the Obligor or (ii) (a) all consents necessary for assignment of such Loan Asset to the Borrower and Pledge to the Collateral Agent for the benefit of the Secured Parties have been obtained and (b) the Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the same under the applicable Loan Agreement inure to the benefit of the holder of such Loan Asset (subject to the rights of any applicable agent or other lenders).

16.            The funding obligations for each such Loan Asset and the Loan Agreement under which such Loan Asset was created have been fully satisfied and all sums available thereunder have been fully advanced, or if such Loan Asset is a Revolving Loan Asset or Delayed Draw Loan Asset, either (i) the Borrower shall have or have caused to be, at the time of the sale of such Loan Asset to the Borrower, deposited into the Unfunded Exposure Account an amount in United States dollars equal to the Unfunded Exposure Equity Amount or (ii) the Unfunded Exposure Equity Amount with respect to such Loan Asset shall not create a Borrowing Base Deficiency.

17.            No such Loan Asset is the subject of any assertions in respect of any litigation, right of rescission, set-off, counterclaim or defense, including the defense of usury, by the related Obligor, nor will the operation of any of the terms of the Loan Agreements, or the exercise of any

Sch. III-2

right thereunder, render the Loan Agreements unenforceable in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, and the Loan Agreements with respect to the Loan Asset provide for an affirmative waiver by the related Obligor of all rights of rescission, set-off and counterclaim against the Transferor and its assignees.

18.            With respect to each such Loan Asset acquired by the Borrower from the Transferor under the Purchase and Sale Agreement, by the Cut-Off Date on which such Loan Asset is Pledged under the Loan and Servicing Agreement and on each day thereafter, the Transferor will have caused its master computer records relating to such Loan Asset to be clearly and unambiguously marked to show that such Loan Asset has been sold to the Borrower.

19.            No such Loan Asset has been repaid, prepaid, satisfied or rescinded, in each case, in full.

20.            No such Loan Asset has been sold, transferred, assigned or pledged by the Borrower to any Person other than the Collateral Agent for the benefit of the Secured Parties.

21.            Such Loan Asset is not subject to withholding tax unless the Obligor thereon is required under the terms of the related Loan Agreement to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax basis in the event of a Change of Tax Law. The transfer, assignment and conveyance of such Loan Asset (and the other Portfolio Assets related thereto) from the Transferor to the Borrower pursuant to the Purchase and Sale Agreement, is not subject to and will not result in any fee or governmental charge (other than income taxes) payable by the Borrower to any federal, state or local government.

22.            The Obligor with respect to such Loan Asset (and any guarantor of such Obligor’s obligations thereunder), had full legal capacity to execute and deliver the Loan Agreement which creates such Loan Asset and any other documents related thereto.

23.            The Obligor of each such Loan Asset is not a Government Authority.

24.            Each such Loan Asset which was acquired by the Transferor (i) was originated or acquired by the Transferor in the ordinary course of the Transferor’s business and, to the extent required by Applicable Law, the Transferor has all necessary licenses and permits to originate or acquire such Loan Asset in the State where the Obligor was located (to the extent required by Applicable Law), and (ii) was sold by the Transferor to the Borrower under the Purchase and Sale Agreement and, to the extent required by Applicable Law, the Borrower has all necessary licenses and permits to purchase and own such Loan Assets and enter into Loan Agreements pursuant to which such Loan Asset was created, in the State where the Obligor is located (to the extent required by Applicable Law).

25.            There are no proceedings pending or, to the Borrower’s knowledge, threatened (i) asserting insolvency of the Obligor of such Loan Asset, or (ii) wherein the Obligor of such Loan Asset, any other obligated party or any governmental agency has alleged that such Loan Asset or the Loan Agreement which creates such Loan Asset is illegal or unenforceable.

Sch. III-3

26.            Each such Loan Asset requires the related Obligor to pay all maintenance, repair, insurance and taxes, together with all other ancillary costs and expenses, with respect to the related Underlying Collateral.

27.            To the knowledge of the Borrower, the Underlying Collateral related to each such Loan Asset has not, and will not, be used by the related Obligor in any manner or for any purpose which would result in any material risk of liability being imposed upon the Transferor, the Borrower or the Lenders under any federal, state, local or foreign laws, common laws, statutes, codes, ordinances, rules, regulations, permits, judgments, agreements or order related to addressing the environment, health or safety.

28.            Each such Loan Asset has an original term to maturity of not greater than seven (7) years.

29.            Each such Loan Asset does not contain confidentiality restrictions that would prohibit the Lenders, the Lender Agents or the Administrative Agent from accessing all necessary information (as required to be provided pursuant to the Transaction Documents) with regards to such Loan Asset so long as the Lenders, the Lender Agents or the Administrative Agent, as applicable, have agreed to maintain the confidentiality of such information in accordance with the provisions of such Loan Agreements.

30.            (i) Each such Loan Asset has a current cash coupon payable at least quarterly and (ii) each such Loan Asset (other than a Broadly Syndicated Loan) has a current cash coupon of at least (x) 3.00% if such Loan Asset is a floating rate Loan Asset or (y) 7.00% if such Loan Asset is a fixed rate Loan Asset.

31.            Each such Loan Asset (i) was originated and underwritten, or purchased and re-underwritten, by the Servicer including, without limitation, the completion of a due diligence and, if applicable, a collateral assessment and (ii) is being serviced by the Servicer in accordance with the Servicing Standard.

32.            All of the (x) Required Loan Documents (other than the Transferor Agented Required Loan Documents) and the Loan Asset Checklist, acceptable to the Administrative Agent and the Transferor, with respect to such Loan Asset have been, or will be, delivered to the Collateral Custodian within five Business Days of the applicable Cut-Off Date and (y) the Transferor Agented Required Loan Documents will be in the possession of the Collateral Custodian within thirty days of any related Cut-Off Date as to any Loan Assets, and all Servicing Files are being or shall be maintained at the principal place of business of the Servicer in accordance with documented safety procedures approved by the Administrative Agent.

33.            Each such Loan Asset is not an extension of credit by the Transferor to the Obligor for the purpose of (i) making any past due principal, interest or other payments due on such Loan Asset, (ii) preventing such Loan Asset or any other loan to the related Obligor from becoming past due or (iii) preventing such Loan Asset from becoming defaulted.

34.            The Obligor with respect to such Loan Asset, on the applicable date of determination, (i)  is a business organization (and not a natural person) duly organized and validly existing under the laws of its jurisdiction of organization; (ii) is a legal operating entity or holding

Sch. III-4

company; (iii) has not entered into the Loan Asset primarily for personal, family or household purposes; and (iv) is not the subject of a Bankruptcy Event, and, as of the related Cut-Off Date, such Obligor is not in financial distress and has not experienced a material adverse change in its condition, financial or otherwise, in each case, as determined by the Servicer in its reasonable discretion unless approved in writing by the Administrative Agent.

35.            All information provided by the Borrower or the Servicer to the Administrative Agent in writing with respect to such Loan Asset is true and correct in all material respects as of the date such information is provided; provided that, solely with respect to written or electronic information from an Obligor, such information need only be accurate, true and correct to the knowledge of the Borrower; provided, further, that the foregoing proviso shall not apply to any information presented in a Servicer’s Certificate, Servicing Report, Notice of Borrowing or Borrowing Base Certificate, it being understood that any Senior Leverage Ratio or Interest Coverage Ratio included in a Servicing Report which is calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement shall be deemed to be true and correct in all material respects for purposes of this representation.

36.            Each such Loan Asset is not an Equity Security and does not provide for the conversion into an Equity Security at any time on or after the date it is included as part of the Collateral Portfolio.

37.            No selection procedure adverse to the interests of the Secured Parties was utilized by the Borrower in the selection of such Loan Asset for inclusion in the Collateral Portfolio.

38.            Each Broadly Syndicated Loan is not a PIK Loan Asset.

39.            Each such Loan Asset is not a participation interest in all or a portion of a loan (for the avoidance of doubt, a syndication or co-lending interest which is not documented as a participation interest shall not be deemed a participation interest).

40.            Immediately after giving effect to the acquisition by the Borrower of such Loan Asset, the aggregate amount of all unfunded commitments associated with the Eligible Loan Assets of the Borrower shall not exceed the greater of (i) 10% of the sum of (x) the aggregate Adjusted Borrowing Value plus (y) any amounts on deposit in the Principal Collection Account or (ii) $11,250,000; provided that solely for purposes of this clause 40, any Revolving Loan Asset shall be deemed to be fully unfunded.

41.            After giving effect to such purchase or reclassification, the aggregate Adjusted Borrowing Value of all Eligible Loan Assets included in the Collateral Portfolio that are Broadly Syndicated Loans shall not exceed 30.0% of the aggregate Adjusted Borrowing Value of all Eligible Loan Assets (the “BSL Limit”); provided that the BSL Limit may be increased in the sole discretion of the Administrative Agent.

Sch. III-5

SCHEDULE IV

AGREED-UPON PROCEDURES FOR
INDEPENDENT PUBLIC ACCOUNTANTS

In accordance with Section 6.10 of the Loan and Servicing Agreement, the Servicer will cause a firm of nationally recognized independent public accountants to furnish in accordance with attestation standards established by the American Institute of Certified Public Accountants a report to the effect that such accountants have either verified, compared, or recalculated each of the following accounts in the Servicing Report to applicable system or records of the Servicer:

· Loan Tape:

o Senior Leverage Ratio for such Loan Asset for the most recent Relevant Test Period

o Interest Coverage Ratio as of the applicable Cut-Off Date for such Loan and for the most recent Relevant Test Period

o Days delinquent

o Scheduled maturity date

o Rate of interest (and reference rate)

o Outstanding Balance

o Industry Classification

o Par amount

o Adjusted Borrowing Value

· Borrowing Base

· Advances Outstanding

· Compare Principal Collections, Interest Collections and amounts on deposit in the Unfunded Exposure Account to the actual balances reflected by the Account Bank

· Discretionary Sales Calculations, Substitution Calculations, Lien Release Dividend Calculations

At the discretion of the nationally recognized independent public accountant, three random Servicing Reports from the fiscal year will be chosen and reviewed.

The report provided by the accountants may be in a format such typically utilized for a report of this nature, however it will consist of at a minimum, (i) a list of deviations from the Servicing Report and (ii) discuss with the Servicer the reason for such deviations, and set forth the findings in such report.

SCHEDULE V

LOAN TAPE

For each Loan Asset, the Borrower shall provide, as applicable, the following information and the applicable Loan Tape:

(a)            Loan Asset Number

(b)            Obligor Name

(c)            Loan Asset Type (Broadly Syndicated or Middle Market)

(d)            Calculation of the Senior Leverage Ratio as of the applicable Cut-Off Date for such Loan Asset and for the most recent Relevant Test Period

(e)            Calculation of the Total Leverage Ratio for the most recent Relevant Test Period for such Loan Asset

(f)            Calculation of the Interest Coverage Ratio as of the applicable Cut-Off Date for such Loan and for the most recent Relevant Test Period

(g)            Trailing twelve month EBITDA

(h)            Days delinquent

(i)            Scheduled maturity date

(j)            Rate of interest (and reference rate)

(k)            LIBOR floor (if applicable)

(l)            Outstanding Balance

(m)            Any Unfunded Exposure Amount (if applicable)

(n)            Par amount

(o)            Assigned Value

(p)            Adjusted Borrowing Value

(q)            Industry classification

(r)            Whether such Loan Asset has been subject to a Value Adjustment Event (and of what type)

(s)            Whether such Loan Asset has been subject to a Material Modification

(t)            The Cut-Off Date for such Loan Asset

(u)            PIK Percentage

(v)            Applicable Percentage

(w)            Cash taxes (as of the most recent fiscal year-end)

(x)            Maintenance capital expenditures (as of the most recent fiscal year-end)

(y)            Cash used in the Senior Leverage Ratio and Total Leverage Ratio calculations

(z)            Gross total debt for the most recent Relevant Test Period

(aa)         Most recent fiscal year end

Sch. V-2

ANNEX A

Conduit Lender	Commitment
Institutional Lender	Commitment
Wells Fargo Bank, N.A.	$104,700,000

Annex A-1

EX-10.3

EXECUTION VERSION

SEVENTH AMENDMENT TO

LOAN AND SERVICING AGREEMENT

(GCIC Senior Loan Fund II LLC)

THIS SEVENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of January 1, 2020 (this “Amendment”), is entered into by and among GCIC SENIOR LOAN FUND II LLC, as the Borrower (the “Borrower”), GCIC SENIOR LOAN FUND LLC, as the Transferor, GCIC SENIOR LOAN FUND LLC, as the Servicer in effect prior to the date hereof, GC ADVISORS LLC, as the Servicer in effect on and after the date hereof (individually or collectively, as the context requires, the “Servicer”), the Institutional Lender identified on the signature pages hereto, WELLS FARGO BANK, N.A., as the Collateral Agent, the Account Bank and the Collateral Custodian, and WELLS FARGO BANK, N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”).

R E C I T A L S

WHEREAS, the above-named parties (together with certain other parties) have entered into that certain Loan and Servicing Agreement, dated as of October 21, 2015 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among the Borrower, the Transferor, the Servicer, 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, the Collateral Agent, the Account Bank, the Administrative Agent and the Collateral Custodian; and

WHEREAS, pursuant to and in accordance with Section 11.01 of the Agreement, the parties hereto desire to amend the Agreement in certain respects as provided herein.

NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

SECTION 1.     Definitions.

Each capitalized term used but not defined herein has the meaning ascribed thereto in the Agreement.

SECTION 2.      Amendments.

As of the date hereof, the Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages attached as Appendix A hereto.

SECTION 3.      Agreement in Full Force and Effect as Amended.

Except as specifically amended hereby, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth herein and shall not constitute a novation of the Agreement.

SECTION 4.      Representations and Warranties.

The Borrower hereby represents and warrants as of the date of this Amendment as follows:

(a)            this Amendment has been duly executed and delivered by it;

(b)            this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; and

(c)            there is no Event of Default, Unmatured Event of Default (to the knowledge of the Borrower), or Servicer Termination Event that is continuing or would result from entering into this Amendment.

SECTION 5.      Conditions to Effectiveness.

The effectiveness of this Amendment is subject to receipt by the Administrative Agent of (1) executed counterparts (or other evidence of execution, including facsimile or other electronic signatures, satisfactory to the Administrative Agent) of this Amendment and (2) the executed purchase agreement dated January 1, 2020 relating to the acquisition by Golub Capital BDC, Inc. of the membership interests of GCIC Senior Loan Fund LLC.

SECTION 6.      Miscellaneous.

(a)            This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Delivery by facsimile or electronic mail of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof.

(b)            The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

(c)            This Amendment may not be amended or otherwise modified except as provided in the Agreement.

(d)            The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.

(e)            Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.

(f)            This Amendment represents the final agreement between the parties only with respect to the subject matter expressly covered hereby and may not be contradicted by

-2-

evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties.

(g)            THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

-3-

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

BORROWER:	GCIC SENIOR LOAN FUND II LLC
	By: GCIC Senior Loan Fund LLC, its designated manager
	By:	/s/ David B. Golub
		Name:	David B. Golub
		Title:	GCIC Representative
	By:	/s/ Brian Butchko
		Name:	Brian Butchko
		Title:	Aurora Representative

SERVICER IN EFFECT PRIOR TO
SEVENTH AMENDMENT TO LOAN
AND SERVICING AGREEMENT AND
TRANSFEROR:	GCIC SENIOR LOAN FUND LLC
	By:	/s/ David B. Golub
		Name:	David B. Golub
		Title:	GCIC Representative
	By:	/s/ Brian Butchko
		Name:	Brian Butchko
		Title:	Aurora Representative

SERVICER IN EFFECT ON AND
AFTER SEVENTH AMENDMENT TO
LOAN AND SERVICING AGREEMENT:	GC ADVISORS LLC
	By:	/s/ Joshua M. Levinson
		Name:	Joshua M. Levinson
		Title:	Co-General Counsel & Chief Compliance Officer

[Signature Page to Seventh Amendment – GCIC SLF II]

[Signatures Continue on the Following Page]

-2-

ADMINISTRATIVE AGENT:
	WELLS FARGO BANK, N.A.
	By:	/s/ Beale Pope
		Name:	Beale Pope
		Title:	Director
INSTITUTIONAL LENDER:
	WELLS FARGO BANK, N.A.
	By:	/s/ Beale Pope
		Name:	Beale Pope
		Title:	Director
COLLATERAL AGENT,	WELLS FARGO BANK, N.A.
ACCOUNT BANK AND
COLLATERAL CUSTODIAN:
	By:	/s/ Phillip Dean
		Name:	Phillip Dean
		Title:	Vice President

[Signature Page to Seventh Amendment – GCIC SLF II]

Appendix A

Conformed Loan and Servicing Agreement

[attached]

EXECUTED VERSION

CONFORMED THROUGH SIXTH AMENDMENT DATED 4/23/18

Conformed through Seventh Amendment dated January 1, 2020

Up to $84,000,000

LOAN AND SERVICING AGREEMENT

Dated as of October 21, 2015

Among

GCIC SENIOR LOAN FUND II LLC,
as the Borrower

GCIC SENIOR LOAN FUND LLC,
as the Transferor,

GCIC SENIOR LOAN FUNDGC ADVISORS LLC,
as the Servicer,

WELLS FARGO BANK, N.A.,
as the Administrative Agent

EACH OF THE CONDUIT LENDERS AND INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO,
as the Lenders

EACH OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO,
as the Lender Agents

and

WELLS FARGO BANK, N. A.,
as the Collateral Agent, Account Bank and Collateral Custodian

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS		1
Section 1.01	Certain Defined Terms	1
Section 1.02	Other Terms	4546
Section 1.03	Computation of Time Periods	4546
Section 1.04	Interpretation	4546
Section 1.05	Nature of Obligations	4748
ARTICLE II. THE FACILITY		4748
Section 2.01	Variable Funding Note and Advances	4748
Section 2.02	Procedure for Advances	4849
Section 2.03	Determination of Yield	50
Section 2.04	Remittance Procedures	50
Section 2.05	Instructions to the Collateral Agent and the Account Bank	55
Section 2.06	Borrowing Base Deficiency Payments	5556
Section 2.07	Substitution and Sale of Loan Assets; Affiliate Transactions	5657
Section 2.08	Payments and Computations, Etc.	6261
Section 2.09	Non-Usage Fee	62
Section 2.10	Increased Costs; Capital Adequacy	6263
Section 2.11	Taxes	64
Section 2.12	Collateral Assignment of Agreements	6667
Section 2.13	Grant of a Security Interest	6667
Section 2.14	Evidence of Debt	6667
Section 2.15	Survival of Representations and Warranties	6768
Section 2.16	Release of Loan Assets	6768
Section 2.17	Treatment of Amounts Received by the Borrower	68
Section 2.18	Prepayment; Termination	68
Section 2.19	[Reserved]	69
Section 2.20	Collections and Allocations	69
Section 2.21	Reinvestment of Principal Collections	70
ARTICLE III. CONDITIONS PRECEDENT		71
Section 3.01	Conditions Precedent to Effectiveness	71

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TABLE OF CONTENTS

(continued)

		Page
Section 3.02	Conditions Precedent to All Advances	7273
Section 3.03	Advances Do Not Constitute a Waiver	7475
Section 3.04	Conditions to Pledges of Loan Assets	7475
ARTICLE IV. REPRESENTATIONS AND WARRANTIES		76
Section 4.01	Representations and Warranties of the Borrower	76
Section 4.02	Representations and Warranties of the Borrower Relating to the Agreement and the Collateral Portfolio	8384
Section 4.03	Representations and Warranties of the Servicer	8584
Section 4.04	Representations and Warranties of the Collateral Agent	8988
Section 4.05	Representations and Warranties of each Lender	9089
Section 4.06	Representations and Warranties of the Collateral Custodian	9089
ARTICLE V. GENERAL COVENANTS		9190
Section 5.01	Affirmative Covenants of the Borrower	9190
Section 5.02	Negative Covenants of the Borrower	97
Section 5.03	Affirmative Covenants of the Servicer	101100
Section 5.04	Negative Covenants of the Servicer	105104
Section 5.05	Affirmative Covenants of the Collateral Agent	107106
Section 5.06	Negative Covenants of the Collateral Agent	107106
Section 5.07	Affirmative Covenants of the Collateral Custodian	107106
Section 5.08	Negative Covenants of the Collateral Custodian	107
Section 5.09	Covenants of the Borrower Relating to Hedging of Loan Assets	108107
ARTICLE VI. ADMINISTRATION AND SERVICING OF CONTRACTS		108107
Section 6.01	Appointment and Designation of the Servicer	108107
Section 6.02	Duties of the Servicer	110
Section 6.03	Authorization of the Servicer	112111
Section 6.04	Collection of Payments; Accounts	113112
Section 6.05	Realization Upon Loan Assets	115114
Section 6.06	Servicer Compensation	115114
Section 6.07	Payment of Certain Expenses by Servicer	115114

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TABLE OF CONTENTS

(continued)

		Page
Section 6.08	Reports to the Administrative Agent; Account Statements; Servicer Information	114
Section 6.09	Annual Statement as to Compliance	117116
Section 6.10	Annual Independent Public Accountant’s Servicing Reports	117116
Section 6.11	The Servicer Not to Resign	118117
ARTICLE VII. EVENTS OF DEFAULT		118117
Section 7.01	Events of Default	118117
Section 7.02	Additional Remedies of the Administrative Agent	122121
ARTICLE VIII. INDEMNIFICATION		124123
Section 8.01	Indemnities by the Borrower	124123
Section 8.02	Indemnities by Servicer	127126
Section 8.03	Legal Proceedings	129128
Section 8.04	After-Tax Basis	130129
ARTICLE IX. THE ADMINISTRATIVE AGENT AND LENDER AGENTS		130129
Section 9.01	The Administrative Agent	130129
Section 9.02	The Lender Agents	133132
ARTICLE X. COLLATERAL AGENT		135134
Section 10.01	Designation of Collateral Agent	135134
Section 10.02	Duties of Collateral Agent	136135
Section 10.03	Merger or Consolidation	139138
Section 10.04	Collateral Agent Compensation	139138
Section 10.05	Collateral Agent Removal	139138
Section 10.06	Limitation on Liability	139138
Section 10.07	Collateral Agent Resignation	141140
ARTICLE XI. MISCELLANEOUS		141140
Section 11.01	Amendments and Waivers	141140
Section 11.02	Notices, Etc.	141140
Section 11.03	No Waiver; Remedies	144143
Section 11.04	Binding Effect; Assignability; Multiple Lenders	144143
Section 11.05	Term of This Agreement	145144

-iii- 

TABLE OF CONTENTS

(continued)

		Page
Section 11.06	GOVERNING LAW; JURY WAIVER	145144
Section 11.07	Costs, Expenses and Taxes	144
Section 11.08	No Proceedings	146145
Section 11.09	Recourse Against Certain Parties	147146
Section 11.10	Execution in Counterparts; Severability; Integration	148147
Section 11.11	Consent to Jurisdiction; Service of Process	148147
Section 11.12	Characterization of Conveyances Pursuant to the Purchase and Sale Agreement	149148
Section 11.13	Confidentiality	150149
Section 11.14	Non-Confidentiality of Tax Treatment	150
Section 11.15	Waiver of Set Off	152151
Section 11.16	Headings and Exhibits	152151
Section 11.17	Ratable Payments	152151
Section 11.18	Failure of Borrower or Servicer to Perform Certain Obligations	152151
Section 11.19	Power of Attorney	151
Section 11.20	Delivery of Termination Statements, Releases, etc	153152
Section 11.21	Customer Identification Notice	153152
ARTICLE XII. COLLATERAL CUSTODIAN		153152
Section 12.01	Designation of Collateral Custodian	153152
Section 12.02	Duties of Collateral Custodian	152
Section 12.03	Merger or Consolidation	156155
Section 12.04	Collateral Custodian Compensation	155
Section 12.05	Collateral Custodian Removal	157156
Section 12.06	Limitation on Liability	157156
Section 12.07	Collateral Custodian Resignation	158157
Section 12.08	Release of Documents	157
Section 12.09	Return of Required Loan Documents	159158
Section 12.10	Access to Certain Documentation and Information Regarding the Collateral Portfolio; Audits of Servicer	158
Section 12.11	Bailment	160159

-iv- 

LIST OF SCHEDULES AND EXHIBITS

SCHEDULES
SCHEDULE I	Conditions Precedent Documents
SCHEDULE II	Approved Replacement Servicers[Reserved]
SCHEDULE III	[Reserved]
SCHEDULE IV	Agreed-Upon Procedures For Independent Public Accountants
SCHEDULE V	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 Notice and Request for Consent
EXHIBIT I -	Form of Certificate of Closing Attorneys
EXHIBIT J -	Form of Servicing Report
EXHIBIT K -	Form of Servicer’s Certificate (Servicing Report)
EXHIBIT L -	Form of Release of Required Loan Documents
EXHIBIT M -	Form of Transferee Letter
EXHIBIT N -	Form of Power of Attorney for Servicer
EXHIBIT O -	Form of Power of Attorney for Borrower
EXHIBIT P -	Form of Loan Asset Checklist
EXHIBIT Q-1	Form of U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
EXHIBIT Q-2	Form of U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes)
EXHIBIT Q-3	Form of U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
EXHIBIT Q-4	Form of U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes)
ANNEXES
ANNEX A	Commitments

This LOAN AND SERVICING AGREEMENT is made as of October 21, 2015, among:

(1)      GCIC SENIOR LOAN FUND II LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Borrower”);

(2)      GCIC SENIOR LOAN FUND LLC, a Delaware limited liability company, as the Transferor (as defined herein);

(3)      GCIC SENIOR LOAN FUNDGC ADVISORS LLC, a Delaware limited liability company, 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, N.A., as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”); and

(8)      WELLS FARGO BANK, N. A., 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 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) from time to time in an aggregate principal amount not to exceed the Maximum Facility Amount. The proceeds of the Advances will be used to finance the Borrower’s origination of Eligible Loan Assets or purchase, on a “true sale” basis, of Eligible Loan Assets from (i) the Transferor pursuant to the Purchase and Sale Agreement between the Borrower and the Transferor or (ii) other third parties, in each case, with the prior written approval of the Administrative Agent. 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 1940.

“Account Bank” means Wells Fargo, in its capacity as the “Account Bank” pursuant to each of the Collection Account Agreement and the Unfunded Exposure Account Agreement.

“Action” has the meaning assigned to that term in Section 8.03.

“Additional Amount” has the meaning assigned to that term in Section 2.11(a).

“Adjusted Borrowing Value” means, for any Eligible Loan Asset, for any date of determination, an amount equal to the Assigned Value of such Eligible Loan Asset at such time multiplied by the Outstanding Balance of such Eligible Loan Asset at such time; provided that the parties hereby agree that the Adjusted Borrowing Value of any Loan Asset that is no longer an Eligible Loan Asset shall be zero. Amounts in excess of the following shall not be included in the Adjusted Borrowing Value of the applicable Eligible Loan Assets described below: (a) with respect to any three (3) Obligors (including any Affiliate thereof), if each loan of such Obligor is not a Broadly Syndicated Loan, $9,000,000 for each such three (3) Obligors and (b) $6,000,000 in all other instances; provided that, at any time, the Servicer shall have the option of selecting which Obligors will have the benefit of clause (a).

“Administrative and Loan Services Agreement” means that certain Administrative and Loan Services Agreement, dated as of December 31, 2014, between GCIC Senior Loan Fund LLC and Golub Capital LLC, as amended, modified, waived, supplemented, restated or replaced from time to time.

“Administrative Agent” means Wells Fargo Bank, N.A., in its capacity as administrative agent for the Lender Agents, together with its successors and assigns, including any successor appointed pursuant to Article IX.

“Advance” means each loan advanced by the Lenders to the Borrower on an Advance Date pursuant to Article II.

“Advance Date” means the date on which an Advance is made.

“Advances Outstanding” means, at any time, the sum of the principal amounts of Advances loaned to the Borrower for the initial and any subsequent borrowings pursuant to Sections 2.01 and 2.02 as of such time, reduced by the aggregate Available Collections received and distributed as repayment of principal amounts of Advances outstanding pursuant to Section 2.04 at or prior to such time and any other amounts received by the Lenders to repay the principal amounts of Advances outstanding pursuant to Section 2.18 or otherwise at or prior to such time; provided that the principal amounts of Advances Outstanding shall not be reduced by any

2

Available Collections or other amounts if at any time such Available Collections or other amounts are rescinded or must be returned for any reason. 

“Advisers Act” means the U.S. Investment Advisers Act of 1940.

“Affected Party” has the meaning assigned to that term in Section 2.10.

“Affiliate” when used with respect to a Person, means any other Person controlling, controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to vote 20% or more of the voting securities of such Person or to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing; provided that for purposes of the definition of “Adjusted Borrowing Value” and for determining whether any Loan Asset is an Eligible Loan Asset or for purposes of Section 5.01(b)(xix), the term Affiliate shall not include any Affiliate relationship which may exist solely as a result of direct or indirect ownership of, or control by, a common Financial Sponsor.

“Agented Loan ” means any Loan Asset originated as a part of a syndicated loan transaction that has been closed (without regard to any contemporaneous or subsequent syndication of such Loan Asset) prior to such Loan Asset becoming part of the Collateral Portfolio.

“Aggregate Unfunded Exposure Amount” means, as of any date of determination, the sum of the Unfunded Exposure Amounts of all Delayed Draw Loan Assets and Revolving Loan Assets included in the Collateral Portfolio on such date.

“Agreement” means this Loan and Servicing Agreement, as the same may be amended, restated, supplemented and/or otherwise modified from time to time hereafter.

“Alternative Rate” means, on any date, a fluctuating per annum interest rate for any applicable currency, including any applicable spread adjustments thereto, (a) identified by the Administrative Agent and that the Administrative Agent reasonably believes is consistent with the alternative interest rate being applied by Wells Fargo to other similar lending facilities, (b) consented to by the Servicer in its reasonable discretion and (c) the Administrative Agent shall not have received, within five (5) Business Days of the date of such applicable alternative rate is provided to the Lenders, written notice from all of the Lenders (excluding for purposes of this definition only, the Administrative Agent in its capacity as Lender) stating that each such Lender objects to such alternative interest rate; provided that the Alternative Rate shall equal the Base Rate until the Alternative Rate has been implemented as set forth in this definition, and the Alternative Rate, if less than zero, shall be deemed to be zero. The Administrative Agent agrees to use reasonable efforts to propose an Alternative Rate to the Servicer as soon as reasonably practical after the occurrence of a Eurodollar Disruption Event.

“Alternative Rate Condition” means a condition that is satisfied when the Administrative Agent certifies to the Borrower and the Servicer that, to its knowledge, LIBOR has ceased to exist or is no longer being reported.

3

“Anti-Corruption Laws” means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which the Borrower, the Servicer, the Transferor or any of their respective Subsidiaries is located or doing business.

“Anti-Money Laundering Laws” means applicable laws or regulations in any jurisdiction in which the Borrower, the Servicer, the Transferor or any of their respective Subsidiaries are located or doing business that relates to money laundering or terrorism financing, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.

“Applicable Law” means, for any Person, all existing and future laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations by any Governmental Authority applicable to such Person (including, without limitation, predatory lending laws, usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z”, the Servicemembers Civil Relief Act of 2003 and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and all other consumer credit laws and equal credit opportunity and disclosure laws) and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

“Applicable Percentage” means with respect to Middle Market Loans and Broadly Syndicated Loans, 70%.

“Applicable Spread” means (a) prior to (and excluding) the Fifth Amendment Date, a percentage determined in accordance with the following formula (and solely with respect to such calculation, for the Remittance Period in effect on the Fifth Amendment Date, the last day of such Remittance Period shall be deemed to be the Fifth Amendment Date):

	Applicable Spread = (PFRMML x PercentageMML) + (PFRBSL x PercentageBSL)
Where:
	PFRMML	= 2.15%
	PFRBSL	= 1.75%
	PercentageMML	=   Average ABMML / Average ABAgg
	Average ABMML	=   (Beginning ABMML  + Ending ABMML)/2
	Beginning ABMML	= aggregate Adjusted Borrowing Value related to Middle Market Loans on the first day of the related Remittance Period
	Ending ABMML	= aggregate Adjusted Borrowing Value related to Middle Market Loans on the last day of the related Remittance Period

4

PercentageBSL	=   Average ABBSL / Average ABAgg
Average ABBSL	=  (Beginning ABBSL  + Ending ABBSL)/2
Beginning ABBSL	= aggregate Adjusted Borrowing Value related to Broadly Syndicated Loans on the first day of the related Remittance Period
Ending ABBSL	= aggregate Adjusted Borrowing Value related to Broadly Syndicated Loans on the last day of the related Remittance Period
Average ABAgg	=  (Beginning ABAgg + Ending ABAgg)/2
Beginning ABAgg	= aggregate Adjusted Borrowing Value on the first day of the related      Remittance Period
Ending ABAgg	= aggregate Adjusted Borrowing Value on the last day of the related      Remittance Period

and (b) on and after the Fifth Amendment Date, 2.05% per annum; provided that, at any time after the occurrence of an Event of Default, the Applicable Spread shall be increased by 2.00% per annum. For the avoidance of doubt, any references to Adjusted Borrowing Value above shall exclude any portion included in the Excess Concentration Amount.

“Approval Notice” means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A, evidencing the approval by the Administrative Agent, in its sole and absolute discretion, of the acquisition or origination, as applicable, of such Eligible Loan Asset by the Borrower.

“Approved Broker-Dealer” means (a) any of Antares Capital, Bank of America, N.A., The Bank of Montreal, BMO Capital Markets Corp., Barclays Bank plc, BNP Paribas, Citibank, N.A., Citizens Bank, Credit Suisse, Deutsche Bank AG, Fifth Third Bank, Goldman Sachs & Co., JPMorgan Chase Bank, N.A., Jefferies Finance LLC, KeyBank Capital Markets, Macquarie Group Limited, Morgan Stanley & Co., Nomura Securities Co., Ltd., Royal Bank of Canada, RBC Capital Markets LLC, Scotia Bank, SG Americas Securities LLC, Sun Trust Bank, SunTrust Robinson Humphrey, TD Bank, UBS Securities or Wells Fargo, (b) any other financial institution approved by the Administrative Agent in its sole discretion and (c) any banking or securities Affiliate of any Person specified in clause (a) or (b).

“Approved Replacement Servicer” means any of the entities set forth on Schedule II.

“Approved Valuation Firm” means (a) any of Duff & Phelps Corp., FTI Consulting, Inc., Houlihan Lokey Howard & Zukin, Lincoln International LLC, Valuation Research Corp. and Murray, Devine & Company and (b) any other nationally recognized accounting firm or valuation firm approved by the Administrative Agent in its sole discretion.

“Assigned Documents” has the meaning assigned to that term in Section 2.12.

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“Assigned Value” means, with respect to each Eligible Loan Asset, as of any date of determination and expressed as a percentage of the Outstanding Balance of such Eligible Loan Asset, the lowest of (i) 100%, (ii) the Purchase Price of such Eligible Loan Asset and (iii) the value assigned by the Administrative Agent in its sole discretion as of the Closing Date or the applicable Cut-Off Date (in the case of a Loan Asset added to the Collateral Portfolio after the Closing Date), in each case, subject to the following terms:

(a)      If a Value Adjustment Event with respect to such Eligible Loan Asset occurs and is continuing, the “Assigned Value” may be amended by the Administrative Agent, in its sole discretion; provided that the Assigned Value of any Priced Loan Asset (other than a Defaulted Loan Asset) shall not be less than the observable quote therefor pursuant to clause (c)(x) or clause (c)(y) of the definition of Priced Loan Asset, as applicable. Following any reduction to the Assigned Value of a Loan Asset (other than a Defaulted Loan Asset), if the Borrower disagrees with the Administrative Agent’s determination of the Assigned Value of such Loan Asset, the Borrower may (at its expense) retain an Approved Valuation Firm during the Assigned Value Challenge Cap Notice Period to value such Loan Asset, and if the value determined by such Approved Valuation Firm is greater than the Administrative Agent’s determination of the Assigned Value, such Approved Valuation Firm’s valuation shall become the Assigned Value of such Loan Asset; provided that the Assigned Value of such Loan Asset shall be the value assigned by the Administrative Agent until such Approved Valuation Firm has determined its value; provided further that the Borrower shall promptly notify the Administrative Agent that it has retained an Approved Valuation Firm to value such Loan Asset, and the Approved Valuation Firm shall provide its value determination within 15 Business Days after the end of the Assigned Value Challenge Cap Notice Period; provided further that in no event shall the increased Assigned Value of such Loan Asset exceed the Assigned Value Challenge Cap. The value determined by such firm shall be based on the amortized cost adjusted for any credit deterioration or underperformance of such Loan Asset. The Administrative Agent shall promptly notify the Servicer of any change effected by the Administrative Agent of the Assigned Value of any Loan Asset;

(b)     [Reserved];

(c)      The Assigned Value of a Defaulted Loan Asset shall not exceed the Recovery Value of such Defaulted Loan Asset for up to one calendar year, and thereafter the Assigned Value of such Defaulted Loan Asset shall be zero;

(d)     The Borrower may request that the Assigned Value of any Loan Asset be re-evaluated for any Loan Asset with respect to which (i)(a) the Assigned Value was assigned a value below 100% by the Administrative Agent on the Closing Date or the applicable Cut-Off Date or (b) the Assigned Value was decreased by the Administrative Agent following the occurrence of a Value Adjustment Event pursuant to clause (i) or clause (vi) of such definition, and in the case of clause (a) or clause (b), the Servicer has determined in its commercially reasonable judgment that such Loan Asset has materially improved in credit quality since the applicable Cut-Off Date or since the occurrence of such Value Adjustment Event, as applicable; or (ii) the Assigned Value was decreased by the Administrative Agent following the occurrence of a Value Adjustment Event pursuant to clause (v) of such definition and subsequently such reporting failure has been cured; provided that any re-evaluation shall be done at the sole discretion

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of the Administrative Agent and the Assigned Value may not increase above the lower of (i) the par amount for such Loan Asset and (ii) the Purchase Price for such Loan Asset; and

(e)      Notwithstanding the foregoing, the Assigned Value of a Loan Asset previously subject to a “Value Adjustment Event” of the type described in clause (ii) or clause (iii) in the definition thereof, after giving effect to any grace periods in such clauses, where the applicable payment default is subsequently cured, may be increased by the Administrative Agent in its sole discretion.

“Assigned Value Challenge Cap” means, with respect to any Loan Asset subject to a Value Adjustment Event, the Assigned Value of such Loan Asset immediately prior to the start of the Assigned Value Challenge Cap Notice Period.

“Assigned Value Challenge Cap Notice Period” means, with respect to a Loan Asset, the period commencing on the date the Administrative Agent has given notice to the Borrower and the Servicer of a reduction in the Assigned Value of such Loan Asset pursuant to clause (a) of the definition of “Assigned Value” and ending on the date that is 30 days following such reduction.

“Available Collections” means (a) all cash collections and other cash proceeds with respect to any Loan Asset, including, without limitation, all Principal Collections, all Interest Collections, all proceeds of any sale or disposition with respect to such Loan Asset, cash proceeds or other funds received by the Borrower or the Servicer with respect to any Underlying Collateral (including from any guarantors), all other amounts on deposit in the Collection Account from time to time, and all proceeds of Permitted Investments with respect to the Controlled Accounts and (b) all payments received pursuant to any Hedging Agreement or Hedge Transaction; provided that, for the avoidance of doubt, “Available Collections” shall not include amounts on deposit in the Unfunded Exposure Account which do not represent proceeds of Permitted Investments.

“Bankruptcy Code” means Title 11, United States Code, 11 U.S.C. §§ 101 et seq.

“Bankruptcy Event” shall be deemed to have occurred with respect to a Person if either:

(i)       a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, administrator, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

(ii)      such Person shall commence a voluntary case or other proceeding under any Bankruptcy Laws now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar

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official) for such Person or all or substantially all of its assets, or shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors or members shall vote to implement any of the foregoing.

“Bankruptcy Laws” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, winding up, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“Bankruptcy Proceeding” means any case, action or proceeding before any court or other Governmental Authority relating to any Bankruptcy Event.

“Base Rate” means, on any date, a fluctuating per annum interest rate equal to the higher of (a) the Prime Rate or (b) the Federal Funds Rate plus 1.5%.

“BDC Merger” means the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 27, 2018 among GCIC, Golub Capital BDC, Inc., Fifth Ave Subsidiary Inc., GC Advisors LLC, and for certain limited purposes, Golub Capital LLC, as amended from time to time, including the merger of GCIC with and into Golub Capital BDC, Inc. with Golub Capital BDC, Inc. as the surviving company.

“Beneficial Ownership Certification” means the certifications as required by the Beneficial Ownership Regulation, which certifications shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Borrower” has the meaning assigned to that term in the preamble hereto.

“Borrower Change of Control” shall be deemed to have occurred if any of the following occur:

(a)      the creation or imposition of any Lien on any limited liability company membership interests in the Borrower;

(b)      the failure by GCIC Senior Loan Fund LLC to own 100% of the limited liability company membership interests in the Borrower; or

(c)      the dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially all of the assets of, GCIC Senior Loan Fund LLC.

“Borrowing Base” means, as of any date of determination, an amount equal to the least of:

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(a)       (i) the product of (x) the Weighted Average Applicable Percentage as of such date and (y)(A) the aggregate Adjusted Borrowing Value of all Eligible Loan Assets included as part of the Collateral Portfolio on such date minus (B) the Excess Concentration Amount as of such date, plus (ii) the amount on deposit in the Principal Collection Account as of such date, plus (iii) the amount on deposit in the Unfunded Exposure Account (such amount not to exceed the Aggregate Unfunded Exposure Amount) minus (iv) the Unfunded Exposure Equity Amount; or

(b)      (i) the aggregate Adjusted Borrowing Value of all Eligible Loan Assets minus the Excess Concentration Amount as of such date, minus (ii) the Minimum Equity Amount, plus (iii) the amount on deposit in the Principal Collection Account as of such date, plus (iv) the amount on deposit in the Unfunded Exposure Account (such amount not to exceed the Aggregate Unfunded Exposure Amount) minus (v) the Unfunded Exposure Equity Amount; or

(c)      (i) the Maximum Facility Amount minus (ii) the Aggregate Unfunded Exposure Amount plus (iii) the amount on deposit in the Unfunded Exposure Account (such amount not to exceed the Aggregate Unfunded Exposure Amount);

provided that, for the avoidance of doubt, any Loan Asset which at any time is no longer an Eligible Loan Asset shall not be included in the calculation of “Borrowing Base”.

“Borrowing Base Certificate” means a certificate setting forth the calculation of the Borrowing Base as of the applicable date of determination substantially in the form of Exhibit B hereto, prepared by the Servicer.

“Borrowing Base Deficiency” means, as of any date of determination, an amount equal to the positive difference, if any, of (a) the aggregate Advances Outstanding on such date over (b) the lesser of (i) the Maximum Facility Amount and (ii) the Borrowing Base.

“Breakage Fee” means, for Advances Outstanding which are repaid (in whole or in part) on any date other than a Payment Date, the breakage costs (other than lost profits), if any, related to such repayment, based upon the assumption that the applicable Lender funded its loan commitment in the London Interbank Eurodollar market and using any reasonable attribution or averaging methods which the Lender deems appropriate and practical, it hereby being understood that the amount of any loss, costs or expense payable by the Borrower to any Lender as Breakage Fee shall be determined in the respective Lender Agent’s reasonable discretion and shall be conclusive absent manifest error.

“Broadly Syndicated Loan” is a commercial loan that (a) is broadly syndicated, (b) has first priority right of payments and is not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization, insolvency, moratorium or liquidation proceedings, (c) is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable Law (subject to liens permitted under the applicable credit agreement), (d) the Servicer determines in good faith that the value of the collateral securing the loan (or the enterprise value of the underlying business) and ability to generate cash flow on or about the time of origination equals or exceeds the outstanding principal balance of the loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral, (e) has an original senior facility size of $250,000,000 or

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greater, (f) has an EBITDA for the prior twelve calendar months of $50,000,000 or greater at the time of acquisition, (g) is rated by both S&P and Moody’s (or the Obligor is rated by S&P and Moody’s) at the time of acquisition by the Borrower and such ratings are not lower than “B3” by Moody’s and “B-” by S&P, and (h) is denominated in United States dollars. Notwithstanding anything herein to the contrary, any Eligible Loan Asset that qualifies as a Broadly Syndicated Loan may be classified as a Middle Market Loan on the Cut-Off Date upon the request of the Servicer and the acceptance by the Administrative Agent (in its sole discretion); provided that, such designation may be reverted back to the designation of a Broadly Syndicated Loan in the sole discretion of the Servicer, any time the BSL Limit has not been exceeded, subject to (a) notice to the Administrative Agent of such reclassification, (b) after giving effect to the reclassification, the BSL Limit shall not be exceeded and (c) the delivery to the Administrative Agent of a Borrowing Base Certificate.

“BSL Limit” has the meaning assigned to that term in clause (oo) of the definition of Eligible Loan Asset.

“Business Day” means a day of the year other than (i) Saturday or a Sunday or (ii) any other day on which commercial banks in New York, New York or the city in which the offices of the Collateral Agent are authorized or required by applicable law, regulation or executive order to close; provided, that, if any determination of a Business Day shall relate to an Advance bearing interest at LIBOR, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. For avoidance of doubt, if the offices of the Collateral Agent are authorized by applicable law, regulation or executive order to close but remain open, such day shall not be a “Business Day”.

“Capital Commitment” means, for any member of GCIC Senior Loan Fund LLC, its “Capital Commitment” as defined in the constituent documents of GCIC Senior Loan Fund LLC.

“Capital Lease Obligations” means, with respect to any entity, the obligations of such entity to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such entity under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Change of Control” shall be deemed to have occurred if any of the following occur:

(a)      the creation or imposition of any Lien on any limited liability company membership interests in the Borrower;

(b)      the failure by Golub Capital BDC, Inc. to own (directly or indirectly) 100% of the limited liability company membership interests in the Borrower; or

(c)      the transfer (including via merger) of 25% or more of the shares of the Golub Capital BDC, Inc. to another entity (or to any direct or indirect wholly owned Subsidiary of such

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entity) to whom the Administrative Agent has in place a lending facility, without the consent of the Administrative Agent; or

(d)      the dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially all of the assets of, Golub Capital BDC, Inc.

“Closing Date” means October 21, 2015.

“Code” means the Internal Revenue Code of 1986.

“Collateral Agent” has the meaning assigned to that term in the preamble hereto.

“Collateral Agent Expenses” means the expenses set forth in the Wells Fargo Fee Letter and any other accrued and unpaid expenses (including attorneys' fees, costs and expenses) and indemnity amounts payable by the Borrower to the Collateral Agent under the Transaction Documents.

“Collateral Agent Fees” means the fees set forth in the Wells Fargo Fee Letter, as such fee letter may be amended, restated, supplemented and/or otherwise modified from time to time.

“Collateral Agent Termination Notice” has the meaning assigned to that term in Section 10.05.

“Collateral Custodian” means Wells Fargo, not in its individual capacity, but solely as collateral custodian pursuant to the terms of this Agreement.

“Collateral Custodian Expenses” means the expenses set forth in the Wells Fargo Fee Letter and any other accrued and unpaid expenses (including attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Collateral Custodian under the Transaction Documents.

“Collateral Custodian Fees” means the fees set forth in the Wells Fargo Fee Letter, as such fee letter may be amended, restated, supplemented and/or otherwise modified from time to time.

“Collateral Custodian Termination Notice” has the meaning assigned to that term in Section 12.05.

“Collateral Portfolio” means all right, title, and interest (whether now owned or hereafter acquired or arising, and wherever located) of the Borrower in, to and under all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, contract rights, general intangibles, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, or other property of the Borrower of any type or nature, including, without limitation, all right, title and interest of the Borrower in the following (in each case excluding the Retained Interest and the Excluded Amounts):

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(i)       the Loan Assets, and all monies due or to become due in payment under such Loan Assets on and after the related Cut-Off Date, including, but not limited to, all Available Collections;

(ii)      the Portfolio Assets with respect to the Loan Assets referred to in clause (i);

(iii)     the Controlled Accounts and all Permitted Investments purchased with funds on deposit in the Controlled Accounts; and

(iv)     all income and Proceeds of the foregoing.

For the avoidance of doubt, the term “Collateral Portfolio” shall, for all purposes of this Agreement, be deemed to include any Loan Asset acquired directly by the Borrower from a third party in a transaction underwritten by the Transferor or any transaction in which the Borrower is the designee of the Transferor under the instruments of conveyance relating to the applicable Loan Asset.

“Collection Account” means a trust account (account number 84386300 at the Account Bank) in the name of the Collateral Agent for the benefit of and under the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties; provided that the funds deposited therein (including any interest and earnings thereon) from time to time shall constitute the property and assets of the Borrower, and the Borrower shall be solely liable for any Taxes payable with respect to the Collection Account.

“Collection Account Agreement” means that certain Collection Account Agreement, dated the date of this Agreement, among the Borrower, the Servicer, the Account Bank, the Administrative Agent and the Collateral Agent, which agreement relates to the Collection Account, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.

“Collection Date” means the date on which the aggregate outstanding principal amount of the Advances Outstanding have been repaid in full and all Yield and Fees and all other Obligations (other than unmatured contingent obligations for which no claim has been made) have been paid in full, and the Borrower shall have no further right to request any additional Advances.

“Commercial Paper Notes” means any short-term promissory notes of any Conduit Lender issued by such Conduit Lender in the commercial paper market.

“Commitment” means, with respect to each Lender, (i) prior to the end of the Reinvestment Period or for purposes of Advances made pursuant to Section 2.02(f), the dollar amount set forth opposite such Lender’s name on Annex A hereto (as such amount may be revised from time to time) or the amount set forth as such Lender’s “Commitment” on Schedule I to the Joinder Supplement relating to such Lender, as applicable and (ii) on or after the Reinvestment Period (other than for purposes of Advances made pursuant to Section 2.02(f)), such Lender’s Pro Rata Share of the aggregate Advances Outstanding.

“Concentration Limits” means with respect to determining the Excess Concentration Amount as of any date of determination after giving effect to all additions and

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removals of Loan Assets on such date and for purposes of this definition calculated as if all Loan Assets are fully funded:

(a)      the aggregate Adjusted Borrowing Value of all Eligible Loan Assets included in the Collateral Portfolio, the Obligors of which are domiciled in Canada shall not exceed the greater of (i) 15% of the sum of (x) the aggregate Adjusted Borrowing Value of all Eligible Loan Assets (without giving effect to any deduction pursuant to this clause (a) or clause (b) below) plus (y) any amounts on deposit in the Principal Collection Account or (ii) $11,250,000; and

(b)     the aggregate Adjusted Borrowing Value of all Eligible Loan Assets included in the Collateral Portfolio that are fixed rate Loan Assets (after giving effect to any deduction pursuant to clause (a) above) shall not exceed the greater of (i) 10% of the sum of (x) the aggregate Adjusted Borrowing Value of all Eligible Loan Assets (without giving effect to any deduction pursuant to clause (a) above or this clause (b)) plus (y) any amounts on deposit in the Principal Collection Account or (ii) $7,500,000.

“Conduit Lender” means each commercial paper conduit as may from time to time become a Lender hereunder by executing and delivering a Joinder Supplement to the Administrative Agent and the Borrower.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

“Controlled Accounts” means the Collection Account and the Unfunded Exposure Account.

“Cut-Off Date” means, with respect to each Loan Asset, the date such Loan Asset is Pledged hereunder.

“Defaulted Loan Asset” means a Loan Asset which has become subject to a Value Adjustment Event of the type described in clauses (ii), (iii), (iv) or (vi) in the definition thereof (but, with respect to clause (vi), solely pursuant to a Material Modification pursuant to clause (a) of such definition). If the Value Adjustment Event (or, if applicable, the circumstances that gave rise to the need for the Material Modification pursuant to clause (a) of such definition) which gave rise to a Defaulted Loan Asset is cured, the Borrower may submit such Loan Asset for review by the Administrative Agent (in its sole discretion) for the purpose of re-classifying such Loan Asset as a Loan Asset which is no longer a Defaulted Loan Asset.

“Delayed Draw Loan Asset” means a Loan Asset that is fully committed on the initial funding date of such Loan Asset and is required to be fully funded in one or more installments on draw dates to occur within one year of the initial funding of such Loan Asset but which, once all such installments have been made, has the characteristics of a Term Loan Asset.

“Determination Date” means the fifth Business Day after the end of each calendar month.

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“Disbursement Request” means a disbursement request from the Borrower to the Administrative Agent and the Collateral Agent in the form attached hereto as Exhibit C in connection with a disbursement request from the Unfunded Exposure Account in accordance with Section 2.04(d) or a disbursement request from the Principal Collection Account in accordance with Section 2.21, as applicable.

“EBITDA” means, with respect to any period and any Loan Asset, the meaning of “EBITDA”, “Adjusted EBITDA” or any comparable definition in the Loan Agreement for each such Loan Asset (together with all add-backs and exclusions as designated in such Loan Agreement), and in any case that “EBITDA”, “Adjusted EBITDA” or such comparable definition is not defined in such Loan Agreement, an amount, for the principal obligor on such Loan Asset and any of its parents or Subsidiaries that are obligated pursuant to the Loan Agreement for such Loan Asset (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings from continuing operations for such period plus interest expense, income taxes and unallocated depreciation and amortization for such period (to the extent deducted in determining earnings from continuing operations for such period), and any other item the Borrower and the Administrative Agent mutually deem to be appropriate.

“Eligible Investment Required Ratings” means: (a) if such obligation or security (i) has both a long-term and a short-term credit rating from Moody’s, such ratings are “Aa3” or better (not on credit watch for possible downgrade) and “P-1” (not on credit watch for possible downgrade), respectively, (ii) has only a long-term credit rating from Moody’s, such rating is “Aaa” (not on credit watch for possible downgrade) and (iii) has only a short-term credit rating from Moody’s, such rating is “P-1” (not on credit watch for possible downgrade) and (b) “A-1” or better (or, in the absence of a short-term credit rating, “A+” or better) from S&P.

“Eligible Loan Asset” means, at any time, a Loan Asset in respect of which (x) each of the representations and warranties contained in Section 4.02 is true and correct and (y) the following criteria (other than any individual clause listed below that the Administrative Agent in its sole discretion has, prior to the applicable Cut-Off Date, waived in writing with respect to such Loan Asset) are satisfied:

(a)      Each such Loan Asset is a Middle Market Loan or Broadly Syndicated Loan evidenced by a note or a credit document and (other than in the case of any Loan Asset acquired or funded directly by the Borrower at origination) an assignment document in the form specified in the applicable credit agreement or, if no such specification, on the LSTA assignment form. Each such Loan Asset and the Portfolio Assets related thereto is subject to a valid, subsisting and enforceable first priority perfected security interest (subject only to Permitted Liens) in favor of the Collateral Agent, on behalf of the Secured Parties, and the Borrower has good and marketable title to such Loan Asset and the Portfolio Assets related thereto, free and clear of all Liens other than any Permitted Liens.

(b)     The Obligor with respect to each such Loan Asset is organized under the laws of the United States or any state thereof or Canada; provided that the Obligor with respect to a Broadly Syndicated Loan may be domiciled in (i) the United Kingdom or Luxembourg or (ii) in the sole discretion of the Administrative Agent, any other jurisdiction.

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(c)      Each such Loan Asset is denominated in United States dollars.

(d)     No such Loan Asset is Margin Stock.

(e)      The acquisition of such Loan Asset does not cause the Borrower or the assets constituting the Collateral Portfolio to be required to be registered as an investment company under the 1940 Act.

(f)      No such Loan Asset is a financing by a debtor-in-possession in any Bankruptcy Proceeding.

(g)     No such Loan Asset is principally secured by real estate.

(h)     Each such Loan Asset constitutes a legal, valid, binding and enforceable obligation of the Obligor thereunder and each guarantor thereof, enforceable against each such Person in accordance with its terms, subject to usual and customary bankruptcy, insolvency and equity limitations and there are no conditions precedent to the enforceability or validity of the Loan Asset that have not been satisfied or validly waived.

(i)       Each such Loan Asset is in the form of indebtedness.

(j)      As of the related Cut-Off Date and at any time prior to the related Cut-Off Date (i) such Loan Asset is and has been current on all interest and principal payments under the terms of the related Loan Agreement and (ii) there has been no (a) “event of default” (as defined in the related Loan Agreement) or (b) any other default, breach, violation or event permitting acceleration (provided that the existence of any financial default shall be determined as of the most recent financial report provided by the applicable Obligor) under the terms of any such Loan Asset (of which the Transferor has actual knowledge) that, in each of the foregoing cases, has not been cured or waived, unless otherwise approved by the Administrative Agent in writing.

(k)      As of the related Cut-Off Date, the acquisition of each such Loan Asset by the Borrower, and the Pledge of each such Loan Asset, has been approved by the Administrative Agent in its sole and absolute discretion.

(l)       The Obligor with respect to each such Loan Asset is not an Affiliate of the Servicer or the Transferor with respect to such Loan Asset.

(m)     The acquisition of any such Loan Asset by the Borrower or the Pledge thereof would not, in the Administrative Agent’s commercially reasonable judgment, (i) violate any Applicable Law or (ii) cause the Administrative Agent, the Lenders or the Lender Agents to fail to comply with any request or directive (whether or not having the force of law) from any banking or other Governmental Authority having jurisdiction over the Administrative Agent, the Lenders or the Lender Agents.

(n)     No such Loan Asset contravenes any Applicable Law and no part thereof is in violation of any Applicable Law.

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(o)     Pursuant to the Loan Agreement with respect to such Loan Asset, either (i) such Loan Asset is freely assignable to the Borrower and able to be Pledged to the Collateral Agent, on behalf of the Secured Parties, without the consent of the Obligor or (ii) (a)  all consents necessary for assignment of such Loan Asset to the Borrower and Pledge to the Collateral Agent for the benefit of the Secured Parties have been obtained and (b) the Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the same under the applicable Loan Agreement inure to the benefit of the holder of such Loan Asset (subject to the rights of any applicable agent or other lenders).

(p)     The funding obligations for each such Loan Asset and the Loan Agreement under which such Loan Asset was created have been fully satisfied and all sums available thereunder have been fully advanced, or if such Loan Asset is a Revolving Loan Asset or Delayed Draw Loan Asset, either (i) the Borrower shall have or have caused to be, at the time of the sale of such Loan Asset to the Borrower, deposited into the Unfunded Exposure Account an amount in United States dollars equal to the Unfunded Exposure Equity Amount or (ii) the Unfunded Exposure Equity Amount with respect to such Loan Asset shall not create a Borrowing Base Deficiency.

(q)      No such Loan Asset is the subject of any assertions in respect of any litigation, right of rescission, set-off, counterclaim or defense, including the defense of usury, by the related Obligor, nor will the operation of any of the terms of the Loan Agreements, or the exercise of any right thereunder, render the Loan Agreements unenforceable in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, and the Loan Agreements with respect to the Loan Asset provide for an affirmative waiver by the related Obligor of all rights of rescission, set-off and counterclaim against the Transferor and its assignees.

(r)      With respect to each such Loan Asset acquired by the Borrower from the Transferor under the Purchase and Sale Agreement, by the Cut-Off Date on which such Loan Asset is Pledged under the Loan and Servicing Agreement and on each day thereafter, the Transferor will have caused its master computer records relating to such Loan Asset to be clearly and unambiguously marked to show that such Loan Asset has been sold to the Borrower.

(s)      No such Loan Asset has been repaid, prepaid, satisfied or rescinded, in each case, in full.

(t)      No such Loan Asset has been sold, transferred, assigned or pledged by the Borrower to any Person other than the Collateral Agent for the benefit of the Secured Parties.

(u)      Such Loan Asset is not subject to withholding tax unless the Obligor thereon is required under the terms of the related Loan Agreement to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax basis. The transfer, assignment and conveyance of such Loan Asset (and the other Portfolio Assets related thereto) from the Transferor to the Borrower pursuant to the Purchase and Sale Agreement, is not subject to and will not result

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in any fee or governmental charge (other than income taxes) payable by the Borrower to any federal, state or local government.

(v)     The Obligor with respect to such Loan Asset (and any guarantor of such Obligor’s obligations thereunder), had full legal capacity to execute and deliver the Loan Agreement which creates such Loan Asset and any other documents related thereto.

(w)     The Obligor of each such Loan Asset is not a Government Authority.

(x)      Each such Loan Asset which was acquired by the Transferor (i) was originated or acquired by the Transferor in the ordinary course of the Transferor’s business and, to the extent required by Applicable Law, the Transferor has all necessary licenses and permits to originate or acquire such Loan Asset in the State where the Obligor was located (to the extent required by Applicable Law), and (ii) was sold by the Transferor to the Borrower under the Purchase and Sale Agreement and, to the extent required by Applicable Law, the Borrower has all necessary licenses and permits to purchase and own such Loan Assets and enter into Loan Agreements pursuant to which such Loan Asset was created, in the State where the Obligor is located (to the extent required by Applicable Law).

(y)     There are no proceedings pending or, to the Borrower’s knowledge, threatened (i) asserting insolvency of the Obligor of such Loan Asset, or (ii) wherein the Obligor of such Loan Asset, any other obligated party or any governmental agency has alleged that such Loan Asset or the Loan Agreement which creates such Loan Asset is illegal or unenforceable.

(z)      Each such Loan Asset requires the related Obligor to pay all maintenance, repair, insurance and taxes, together with all other ancillary costs and expenses, with respect to the related Underlying Collateral.

(aa)    To the knowledge of the Borrower, the Underlying Collateral related to each such Loan Asset has not, and will not, be used by the related Obligor in any manner or for any purpose which would result in any material risk of liability being imposed upon the Transferor, the Borrower or the Lenders under any federal, state, local or foreign laws, common laws, statutes, codes, ordinances, rules, regulations, permits, judgments, agreements or order related to addressing the environment, health or safety.

(bb)   Each such Loan Asset (x) that is a Broadly Syndicated Loan has an original term to maturity of not greater than eight (8) years and (y) that is not a Broadly Syndicated Loan has an original term to maturity of not greater than seven (7) years.

(cc)      Each such Loan Asset does not contain confidentiality restrictions that would prohibit the Lenders, the Lender Agents or the Administrative Agent from accessing all necessary information (as required to be provided pursuant to the Transaction Documents) with regards to such Loan Asset so long as the Lenders, the Lender Agents or the Administrative Agent, as applicable, have agreed to maintain the confidentiality of such information in accordance with the provisions of such Loan Agreements.

(dd)   (i) Each such Loan Asset has a current cash coupon payable at least quarterly and (ii) each such Loan Asset (other than a Broadly Syndicated Loan) has a current cash

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coupon of at least (x) 3.00% if such Loan Asset is a floating rate Loan Asset or (y) 7.00% if such Loan Asset is a fixed rate Loan Asset.

(ee)    Each such Loan Asset (i) was originated and underwritten, or purchased and re-underwritten, by the Servicer including, without limitation, the completion of a due diligence and, if applicable, a collateral assessment and (ii) is being serviced by the Servicer in accordance with the Servicing Standard.

(ff)     All of the (x) Required Loan Documents (other than the Transferor Agented Required Loan Documents) and the Loan Asset Checklist, acceptable to the Administrative Agent and the Transferor, with respect to such Loan Asset have been, or will be, delivered to the Collateral Custodian within five Business Days of the applicable Cut-Off Date and (y) the Transferor Agented Required Loan Documents will be in the possession of the Collateral Custodian within thirty days of any related Cut-Off Date as to any Loan Assets, and all Servicing Files are being or shall be maintained at the principal place of business of the Servicer in accordance with documented safety procedures approved by the Administrative Agent.

(gg)   Each such Loan Asset is not an extension of credit by the Transferor to the Obligor for the purpose of (i) making any past due principal, interest or other payments due on such Loan Asset, (ii) preventing such Loan Asset or any other loan to the related Obligor from becoming past due or (iii) preventing such Loan Asset from becoming defaulted.

(hh)   The Obligor with respect to such Loan Asset, on the applicable date of determination, (i) is a business organization (and not a natural person) duly organized and validly existing under the laws of its jurisdiction of organization; (ii) is a legal operating entity or holding company; (iii) has not entered into the Loan Asset primarily for personal, family or household purposes; and (iv) is not the subject of a Bankruptcy Event, and, as of the related Cut-Off Date, such Obligor is not in financial distress and has not experienced a material adverse change in its condition, financial or otherwise, in each case, as determined by the Servicer in its reasonable discretion unless approved in writing by the Administrative Agent.

(ii)      All information provided by the Borrower or the Servicer to the Administrative Agent in writing with respect to such Loan Asset is true and correct in all material respects as of the date such information is provided; provided that, solely with respect to written or electronic information from an Obligor, such information need only be accurate, true and correct to the knowledge of the Borrower; provided, further, that the foregoing proviso shall not apply to any information presented in a Servicer’s Certificate, Servicing Report, Notice of Borrowing or Borrowing Base Certificate, it being understood that any Senior Leverage Ratio or Interest Coverage Ratio included in a Servicing Report which is calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement shall be deemed to be true and correct in all material respects for purposes of this representation.

(jj)      Each such Loan Asset is not an Equity Security and does not provide for the conversion into an Equity Security at any time on or after the date it is included as part of the Collateral Portfolio.

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(kk)    No selection procedure adverse to the interests of the Secured Parties was utilized by the Borrower in the selection of such Loan Asset for inclusion in the Collateral Portfolio.

(ll)      Each Broadly Syndicated Loan is not a PIK Loan Asset.

(mm)  Each such Loan Asset is not a participation interest in all or a portion of a loan (for the avoidance of doubt, a syndication or co-lending interest which is not documented as a participation interest shall not be deemed a participation interest).

(nn)   Immediately after giving effect to the acquisition by the Borrower of such Loan Asset, the aggregate amount of all unfunded commitments associated with the Eligible Loan Assets of the Borrower shall not exceed the greater of (i) 10% of the sum of (x) the aggregate Adjusted Borrowing Value plus (y) any amounts on deposit in the Principal Collection Account or (ii) $7,500,000; provided that solely for purposes of this clause (nn), any Revolving Loan Asset shall be deemed to be fully unfunded.

(oo)   Solely with respect to the addition of a Broadly Syndicated Loan, after giving effect to such purchase or reclassification, the aggregate Adjusted Borrowing Value of all Eligible Loan Assets included in the Collateral Portfolio that are Broadly Syndicated Loans and are classified as Broadly Syndicated Loans in accordance with the definition of “Broadly Syndicated Loans” shall not exceed 30.0% of the aggregate Adjusted Borrowing Value of all Eligible Loan Assets (the “BSL Limit”); provided that the BSL Limit may be increased in the sole discretion of the Administrative Agent.

“Environmental Laws” means any and all foreign, federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials. Environmental Laws include, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Material Transportation Act (49 U.S.C. § 331 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300, et seq.), the Environmental Protection Agency’s regulations relating to underground storage tanks (40 C.F.R. Parts 280 and 281), and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), and the rules and regulations thereunder.

“Equity Security” means (i) any equity security or any other security that is not eligible for purchase by the Borrower as a Loan Asset, (ii) any security purchased as part of a “unit” with a Loan Asset and that itself is not eligible for purchase by the Borrower as a Loan Asset, and (iii) any obligation that, at the time of commitment to acquire such obligation, was eligible for purchase by the Borrower as a Loan Asset but that, as of any subsequent date of determination, no longer is eligible for purchase by the Borrower as a Loan Asset, for so long as such obligation fails to satisfy such requirements.

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“Equityholder Change of Control” shall be deemed to have occurred if (i) GCIC and Aurora National Life Assurance Company fail to own 100% of the membership interests of GCIC Senior Loan Fund LLC, (ii) (x) GCIC fails to own a majority of the membership interests of GCIC Senior Loan Fund LLC and (y) Aurora National Life Assurance Company fails to own at least 10% of the membership interests of GCIC Senior Loan Fund LLC, (iii) the transfer (including via merger, except for a merger in accordance with the proviso hereto) of 25% or more of the shares of GCIC Senior Loan Fund LLC to another entity (or to any direct or indirect wholly owned Subsidiary of such entity) to whom the Administrative Agent has in place a lending facility, without the consent of the Administrative Agent or (iv) Golub Capital Finance LLC, GCP Capital Partners Ltd. or any Affiliate thereof (other than Golub Capital BDC, Inc.), individually or collectively, shall own or control 25% or more of the outstanding voting shares of GCIC; provided that, notwithstanding the foregoing, the BDC Merger shall not be deemed to be an Equityholder Change of Control.

“ERISA” means the United States Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means (a) any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Borrower, or (c) for purposes of Section 302 of ERISA and Section 412 of the Code, a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower, any corporation described in clause (a) above or any trade or business described in clause (b) above.

“Eurodollar Disruption Event” means the occurrence of any of the following: (a) any Institutional Lender or Liquidity Bank shall have notified the Administrative Agent of a determination by such Institutional Lender or Liquidity Bank or any of its assignees or participants that it would be contrary to law or to the directive of any central bank or other Governmental Authority (whether or not having the force of law) to obtain United States dollars in the London interbank market to fund any Advance, (b) any Institutional Lender or Liquidity Bank shall have notified the Administrative Agent of the inability, for any reason, of such Institutional Lender or Liquidity Bank or any of its respective assignees or participants to determine LIBOR, (c) any Institutional Lender or Liquidity Bank shall have notified the Administrative Agent of a determination by such Institutional Lender or Liquidity Bank or any of its respective assignees or participants that the rate at which deposits of United States dollars are being offered to such Institutional Lender or Liquidity Bank or any of its respective assignees or participants in the London interbank market does not accurately reflect the cost to such Institutional Lender or Liquidity Bank or its assignee or participant of making, funding or maintaining any Advance or (d) any Institutional Lender or Liquidity Bank shall have notified the Administrative Agent of the inability of such Institutional Lender or Liquidity Bank or any of its respective assignees or participants to obtain United States dollars in the London interbank market to make, fund or maintain any Advance.

“Event of Default” has the meaning assigned to that term in Section 7.01.

“Excepted Persons” has the meaning assigned to that term in Section 11.13(a).

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“Excess Availability” means, as of the last day of the Reinvestment Period, an amount equal to the positive difference, if any, of the Borrowing Base as of such day less the aggregate Advances Outstanding as of such day (after giving effect to any Advances made on such date).

“Excess Concentration Amount” means, with respect to all Eligible Loan Assets included in the Collateral Portfolio, the amount by which the sum of the Adjusted Borrowing Value of such Eligible Loan Assets exceeds any applicable Concentration Limit, calculated without duplication and after giving effect to any addition or removal of any Loan Asset as of the date of determination.

“Exchange Act” means the United States Securities Exchange Act of 1934.

“Excluded Amounts” means (a) any amount received in the Collection Account with respect to any Loan Asset included as part of the Collateral Portfolio, which amount is attributable to the payment of any Tax, fee or other charge imposed by any Governmental Authority on such Loan Asset or on any Underlying Collateral and (b) any amount received in the Collection Account or other Controlled Account representing (i) any amount representing a reimbursement of insurance premiums, (ii) any escrows relating to Taxes, insurance and other amounts in connection with Loan Assets which are held in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements under a Loan Agreement and (iii) any amount received in the Collection Account with respect to any Loan Asset retransferred or substituted for upon the occurrence of a Warranty Event or that is otherwise replaced by a Substitute Eligible Loan Asset, or that is otherwise sold or transferred by the Borrower pursuant to Section 2.07, to the extent such amount is attributable to a time after the effective date of such replacement or sale.

“Excluded Taxes” has the meaning assigned to that term in Section 2.11(a).

“Facility Maturity Date” means the earliest to occur of (i) the Stated Maturity Date, (ii) the date of the declaration, or automatic occurrence, of the Facility Maturity Date pursuant to Section 7.01, (iii) the Collection Date and (iv) the occurrence of the termination of this Agreement pursuant to Section 2.18(b) hereof.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Rate” means, for any period, a fluctuating per annum interest rate equal, for each day during such period, to the weighted average of the overnight federal funds rates as in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding Business Day), or, if for any reason such rate is not available on any day, the rate determined, in the sole discretion of the Administrative Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. on such day.

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“Fees” means (i) the Non-Usage Fee and (ii) the fees payable to each Lender or Lender Agent pursuant to the terms of any Lender Fee Letter.

“Fifth Amendment Date” means November 19, 2018.

“Financial Asset” has the meaning specified in Section 8-102(a)(9) of the UCC.

“Financial Sponsor” means any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding, and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities with separate management, books and records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness are independent of the other companies so owned by such Person.

“Fitch” means Fitch, Inc. or any successor thereto.

“First Lien Loan” means a commercial loan (a) that is not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, (b) that is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable Law (subject to liens permitted under the applicable credit agreement that are reasonable and customary for similar loans, and liens accorded priority by law in favor of the United States or any State or agency), and (c) the Servicer determines in good faith that the value of the collateral securing the loan or the enterprise value and ability to generate cash flow on or about the time of origination equals or exceeds the outstanding principal balance of the loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral.

“Foreign Lender” means a Lender that is not a U.S. Person.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States.

“GCIC” means Golub Capital Investment Corporation, a Maryland corporation, or any successor thereto.

“Governmental Authority” means, with respect to any Person, any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person.

“Hazardous Materials” means all materials subject to any Environmental Law, including, without limitation, materials listed in 49 C.F.R. § 172.010, materials defined as hazardous pursuant to § 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, flammable, explosive or radioactive materials, hazardous or toxic wastes or substances, lead-based materials, petroleum or petroleum distillates or asbestos or material containing asbestos, polychlorinated biphenyls, radon gas, urea formaldehyde and any substances

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classified as being “in inventory”, “usable work in process” or similar classification that would, if classified as unusable, be included in the foregoing definition.

“Hedge Breakage Costs” means, for any Hedge Transaction, any amount payable by the Borrower for the early termination of that Hedge Transaction or any portion thereof.

“Hedge Collateral” has the meaning assigned to that term in Section 5.09(b).

“Hedge Counterparty” means any entity, approved in writing by the Administrative Agent (in its sole discretion), which has entered into a Hedging Agreement in connection with this Agreement.

“Hedge Transaction” means each interest rate swap transaction, interest rate cap transaction, interest rate floor transaction or other derivative transaction approved in writing by the Administrative Agent, between the Borrower and a Hedge Counterparty that is entered into pursuant to Section 5.09(a) and is governed by a Hedging Agreement.

“Hedging Agreement” means each agreement between the Borrower and a Hedge Counterparty that governs one or more Hedge Transactions entered into by the Borrower and such Hedge Counterparty pursuant to Section 5.09(a), which agreement shall consist of a “Master Agreement” in a form published by the International Swaps and Derivatives Association, Inc., together with a “Schedule” and each “Confirmation” thereunder confirming the specific terms of each such Hedge Transaction; provided that the “Schedule” and the form of each “Confirmation” to any Hedging Agreement shall be subject to the written approval of the Administrative Agent, in its sole discretion.

“Indebtedness” means:

(i)            with respect to any Obligor under any Loan Asset, the meaning of “Indebtedness” or any comparable definition in the Loan Agreement for such Loan Asset, and in any case that “Indebtedness” or such comparable definition is not defined in such Loan Agreement, without duplication, (a) all obligations of such entity for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such entity evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such entity under conditional sale or other title retention agreements relating to property acquired by such entity, (d) all obligations of such entity in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (e) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such entity, whether or not the indebtedness secured thereby has been assumed, (f) all guarantees by such entity of indebtedness of others, (g) all Capital Lease Obligations of such entity, (h) all obligations, contingent or otherwise, of such entity as an account party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise, of such entity in respect of bankers’ acceptances; and

(ii)           for all other purposes, with respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in

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accordance with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument or other evidence of indebtedness customary for indebtedness of that type, (b) all obligations of such Person under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (e) all indebtedness, obligations or liabilities of that Person in respect of derivatives, and (f) all obligations under direct or indirect guaranties in respect of obligations (contingent or otherwise) to purchase or otherwise acquire, or to otherwise assure a creditor against loss in respect of, indebtedness or obligations of others of the kind referred to in clauses (a) through (e) of this clause (ii); provided that, for the avoidance of doubt, any Loan Assets sold by the Borrower in a manner which is characterized on the books of the Borrower as a secured borrowing by the Borrower in accordance with GAAP but does not create any recourse to the Borrower (for example, where the Borrower sells a portion of a loan which has been restructured as a first lien loan and a first lien last out loan) shall not constitute “Indebtedness” of the Borrower.

“Indemnified Amounts” has the meaning assigned to that term in Section 8.01.

“Indemnified Party” has the meaning assigned to that term in Section 8.01.

“Indemnifying Party” has the meaning assigned to that term in Section 8.03.

“Independent Director” means a natural person who, (A) for the five-year period prior to his or her appointment as Independent Director, has not been, and during the continuation of his or her service as Independent Director is not: (i) an employee, director, stockholder, member, manager, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an Independent Director of the Borrower or other Affiliates that are structured to be “bankruptcy remote”); (ii) a customer or supplier of the Borrower or any of its Affiliates (other than his or her service as an Independent Director of the Borrower); or (iii) any member of the immediate family of a person described in (i) or (ii), and (B) has, (i) prior experience as an Independent Director for a corporation or limited liability company whose charter documents required the unanimous consent of all Independent Directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.

“Indorsement” has the meaning specified in Section 8-102(a)(11) of the UCC, and “Indorsed” has a corresponding meaning.

“Initial Advance” means the first Advance made pursuant to Article II.

“Initial Loan Assets” means the Loan Assets included in the Collateral Portfolio as of the Closing Date.

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“Institutional Lender” means (i) Wells Fargo and (ii) each financial institution other than a Conduit Lender which may from time to time become a Lender hereunder by executing and delivering a Joinder Supplement to the Administrative Agent and the Borrower.

“Instrument” has the meaning specified in Section 9-102(a)(47) of the UCC.

“Insurance Policy” means, with respect to any Loan Asset, an insurance policy covering liability and physical damage to, or loss of, the Underlying Collateral.

“Insurance Proceeds” means any amounts received on or with respect to a Loan Asset under any Insurance Policy or with respect to any condemnation proceeding or award in lieu of condemnation, other than (i) any such amount received which is required to be used to restore, improve or repair the related property or required to be paid to the Obligor under the related Loan Agreement or (ii) prior to an Event of Default hereunder and with prior written notice to the Administrative Agent, any such amount for which the Servicer has consented, in its reasonable business discretion, to be used to restore, improve or repair the related property or otherwise to be paid to the Obligor under the related Loan Agreement.

“Interest” means, with respect to any period and any Loan Asset, for the Obligor on such Loan Asset and any of its parents or Subsidiaries that are obligated under the Loan Agreement for such Loan Asset (determined on a consolidated basis without duplication in accordance with GAAP), the meaning of “Interest” or any comparable definition in the Loan Agreement for such Loan Asset and in any case that “Interest” or such comparable definition is not defined in such Loan Agreement, all interest in respect of Indebtedness (including the interest component of any payments in respect of Capital Lease Obligations) accrued or capitalized during such period (whether or not actually paid during such period).

“Interest Collection Account” means a sub-account (account number 84386302 at the Account Bank) of the Collection Account into which Interest Collections shall be segregated.

“Interest Collections” means, (i) with respect to any Loan Asset, all payments and collections attributable to interest on such Loan Asset, including, without limitation, all scheduled payments of interest and payments of interest relating to principal prepayments, all guaranty payments attributable to interest and proceeds of any liquidations, sales, dispositions or securitizations attributable to interest on such Loan Asset, (ii) amendment fees, late fees, waiver fees, prepayment fees or other amounts received in respect of Loan Assets and (iii) all payments (other than any hedge breakage payments) received pursuant to any Hedging Agreement or Hedge Transaction.

“Interest Coverage Ratio” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Interest Coverage Ratio” or any comparable definition in the Loan Agreement for such Loan Asset, and in any case that “Interest Coverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) EBITDA to (b) Interest, as calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement.

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“Joinder Supplement” means an agreement among the Borrower, a Lender, its Lender Agent and the Administrative Agent in the form of Exhibit D to this Agreement (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the Closing Date.

“Lender” means any Institutional Lender or Conduit Lender, and/or any other Person to whom an Institutional Lender or Conduit Lender assigns any part of its rights and obligations under this Agreement and the other Transaction Documents in accordance with the terms of Section 11.04.

“Lender Agent” means, with respect to (i) Wells Fargo, Wells Fargo; (ii) each Conduit Lender which may from time to time become party hereto, the Person designated as the “Lender Agent” with respect to such Conduit Lender in the applicable Joinder Supplement and (iii) each Institutional Lender which may from time to time become a party hereto, each shall be deemed to be its own Lender Agent.

“Lender Fee Letter” means each fee letter agreement that shall be entered into by and among the Borrower, the Servicer, the applicable Lender and its related Lender Agent in connection with the transactions contemplated by this Agreement, as amended, modified, waived, supplemented, restated or replaced from time to time.

“LIBOR” means, for any day during a Remittance Period, with respect to any Advance (or portion thereof) (a) the rate per annum appearing on Reuters Screen LIBOR01 Page (or any successor or substitute page) as the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for deposits in dollars at approximately 11:00 a.m., London time, for such day, provided, if such day is not a Business Day, the immediately preceding Business Day, for a one-month maturity; and (b) if no rate specified in clause (a) of this definition so appears on Reuters Screen LIBOR01 Page (or any successor or substitute page), the interest rate per annum at which dollar deposits of $5,000,000 and for a one-month maturity are offered by the principal London office of Wells Fargo in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, for such day; provided further, that if LIBOR is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained herein, upon the satisfaction of the Alternative Rate Condition at any time, LIBOR shall be replaced with the Alternative Rate.

“Lien” means any mortgage or deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, claim, preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale, lease or other title retention agreement, sale subject to a repurchase obligation, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing) or the filing of or agreement to give any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction.

“Lien Release Dividend” has the meaning assigned to that term in Section 2.07(g).

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“Lien Release Dividend Date” means the date of a Lien Release Dividend specified by the Borrower, which date may be any Business Day, provided written notice is given in accordance with Section 2.07(g).

“Liquidity Agreement” means any agreement entered into in connection with this Agreement pursuant to which a Liquidity Bank agrees to make purchases from or advances to, or purchase assets from, any Conduit Lender in order to provide liquidity support for such Conduit Lender’s Advances hereunder.

“Liquidity Bank” means the Person or Persons who provide liquidity support to any Conduit Lender pursuant to a Liquidity Agreement in connection with the issuance by such Conduit Lender of Commercial Paper Notes.

“Loan Agreement” means the loan agreement, credit agreement or other agreement pursuant to which a Loan Asset has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Loan Asset or of which the holders of such Loan Asset are the beneficiaries.

“Loan Asset” means any loan originated or acquired by the Transferor and sold to the Borrower or originated or acquired by the Borrower in the ordinary course of its business, which loan includes, without limitation, (i) the Required Loan Documents and Loan Asset File, and (ii) all right, title and interest of the Transferor and/or the Borrower, as applicable, in and to the loan and any Underlying Collateral, but excluding, as applicable, the Retained Interest and Excluded Amounts.

“Loan Asset Checklist” means an electronic or hard copy, as applicable, of a checklist in the form of Exhibit P delivered by or on behalf of the Borrower to the Collateral Custodian, that identifies each of the items which constitute Required Loan Documents to be included within the respective Loan Asset File, which shall specify whether such document is an original or a copy and includes the identification number and the name of the Obligor with respect to the related Loan Asset.

“Loan Asset File” means, with respect to each Loan Asset, a file containing (a) each of the documents and items as set forth on the Loan Asset Checklist with respect to such Loan Asset and (b) duly executed originals (to the extent required by the Servicing Standard) and copies of any other Records relating to such Loan Assets and Portfolio Assets pertaining thereto.

“Loan Assignment” has the meaning set forth in the Purchase and Sale Agreement.

“Loan Tape” means the loan listing identifying the Loan Assets delivered by the Borrower or Servicer to the Collateral Custodian and the Administrative Agent. Each such Loan Tape shall set forth the applicable information specified on Schedule V.

“Make-Whole Premium” means, in the event that this Agreement is terminated pursuant to Section 2.18(b) prior to the one year anniversary of the Third Amendment Date, an amount, payable pro rata to each Lender Agent (for the account of the applicable Lenders), equal to 2.00% of the Maximum Facility Amount; provided that the Make-Whole Premium shall be calculated without giving effect to the proviso in the definition of “Maximum Facility Amount”.

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“Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.

“Material Adverse Effect” means, with respect to any event or circumstance, a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance or properties of the Transferor, the Servicer or the Borrower, (b) the validity, enforceability or collectability of this Agreement or any other Transaction Document or the validity, enforceability or collectability of the Loan Assets generally or any material portion of the Loan Assets, (c) the rights and remedies of the Collateral Agent, the Collateral Custodian, the Account Bank, the Administrative Agent, any Lender, any Lender Agent and the Secured Parties with respect to matters arising under this Agreement or any other Transaction Document, (d) the ability of each of the Borrower and the Servicer to perform their respective obligations under this Agreement or any other Transaction Document, or (e) the status, existence, perfection, priority or enforceability of the Collateral Agent’s lien on the Collateral Portfolio.

“Material Modification” means any amendment or waiver of, or modification or supplement to, a Loan Agreement governing an Eligible Loan Asset executed or effected on or after the Cut-Off Date for such Eligible Loan Asset which:

(a)            reduces or forgives any or all of the principal amount due under such Eligible Loan Asset;

(b)            delays or extends the stated maturity date for such Eligible Loan Asset;

(c)            waives one or more interest payments, permits any interest due in cash to be deferred or capitalized and added to the principal amount of such Eligible Loan Asset (other than any deferral or capitalization already allowed by the terms of the Loan Agreement with respect to any PIK Loan Asset), or reduces the spread or coupon with respect to such Eligible Loan Asset when the Interest Coverage Ratio is less than 150% (prior to giving effect to such reduction in interest expense);

(d)            contractually or structurally subordinates such Eligible Loan Asset by operation of a priority of payments, turnover provisions, the transfer of assets in order to limit recourse to the related Obligor or the granting of Liens (other than Permitted Liens) on any of the Underlying Collateral securing such Loan Asset or, in the case of a first lien last out loan, (i) contractually or structurally subordinates such Eligible Loan Asset to any Obligation (other than the first lien loan which existed at the Cut-Off Date for such Loan Asset) by operation of a priority of payments, turnover provisions, the transfer of assets in order to limit recourse to the related Obligor or the granting of Liens (other than Permitted Liens) on any of the Underlying Collateral securing such Loan Asset or (ii) the commitment amount of any loan senior to such first lien last out loan is increased;

(e)            substitutes, alters or releases the Underlying Collateral securing such Eligible Loan Asset and any such substitution, alteration or release, as determined in the sole discretion of the Administrative Agent, materially and adversely affects the value of such Eligible Loan Asset; provided that the foregoing shall not apply to any release in conjunction with a relatively contemporaneous disposition by the related Obligor accompanied by a mandatory

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reinvestment of net proceeds or mandatory repayment of the related loan facility with the net proceeds; or

(f)            amends, waives, forbears, supplements or otherwise modifies (i) the meaning of “Senior Leverage Ratio”, “Interest Coverage Ratio” or “Permitted Liens” or any respective comparable definitions in the Loan Agreement for such Eligible Loan Asset or (ii) any term or provision of such Loan Agreement referenced in or utilized in the calculation of the “Senior Leverage Ratio”, “Interest Coverage Ratio” or “Permitted Liens” or any respective comparable definitions for such Eligible Loan Asset, in either case in a manner that, in the reasonable discretion of the Administrative Agent, is materially adverse to the Secured Parties; provided that in connection any Revenue Recognition Implementation or any Operating Lease Implementation, the Administrative Agent may waive any Material Modification resulting from such implementation pursuant to this clause (f).

“Maximum Facility Amount” means the aggregate Commitments as then in effect, which amount shall not exceed $84,000,000; provided that at all times after the Reinvestment Period, the Maximum Facility Amount shall mean the aggregate Advances Outstanding at such time.

“Middle Market Loan” means a commercial loan (a) that is not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, (b) that is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable Law (subject to liens permitted under the applicable credit agreement that are reasonable and customary for similar loans, and liens accorded priority by law in favor of the United States or any State or agency), (c) with respect to which the Servicer determines in good faith that the value of the collateral securing the loan or the enterprise value and ability to generate cash flow on or about the time of origination equals or exceeds the outstanding principal balance of the loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral and (d) does not meet the criteria set forth under the definition of Broadly Syndicated Loan.

“Minimum Equity Amount” means $25,000,000.

“Moody’s” means Moody’s Investors Service, Inc. (or its successors in interest).

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate contributed or had any obligation to contribute on behalf of its employees at any time during the current year or the preceding five years.

“Net Purchased Loan Balance” means, as of any date of determination, an amount equal to (a) the aggregate Outstanding Balance of all Loan Assets acquired by the Borrower prior to such date minus (b) the aggregate Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) repurchased or substituted by the Transferor prior to such date.

“Non-Usage Fee” has the meaning assigned to that term in Section 2.09.

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“Non-Usage Fee Rate” has the meaning assigned to that term in Section 2.09.

“Noteless Loan Asset” means a Loan Asset with respect to which the Loan Agreement (i) does not require the Obligor to execute and deliver a promissory note to evidence the indebtedness created under such Loan Asset or (ii) requires any holder of the indebtedness created under such Loan Asset to affirmatively request a promissory note from the related Obligor (and none has been requested with respect to such Loan Asset held by the Borrower).

“Notice and Request for Consent” has the meaning assigned to that term in Section 2.07(g)(i).

“Notice of Borrowing” means an irrevocable written notice of borrowing from the Borrower to the Administrative Agent and each Lender Agent in the form attached hereto as Exhibit E.

“Notice of Exclusive Control” has the meaning given to such term in the Collection Account Agreement and the Unfunded Exposure Account Agreement, as applicable.

“Notice of Reduction” means a notice of a reduction of the Advances Outstanding pursuant to Section 2.18, in the form attached hereto as Exhibit F.

“Obligations” means all present and future indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Lenders, the Lender Agents, the Administrative Agent, the Account Bank, any Hedge Counterparty, the Secured Parties, the Collateral Agent or the Collateral Custodian arising under this Agreement and/or any other Transaction Document and shall include, without limitation, all liability for principal of and interest on the Advances Outstanding, Hedge Breakage Costs, Breakage Fees, indemnifications and other amounts due or to become due by the Borrower to the Lenders, the Lender Agents, the Administrative Agent, the Collateral Agent, the Hedge Counterparty, the Secured Parties, the Collateral Custodian and the Account Bank under this Agreement and/or any other Transaction Document, including, without limitation, any amounts payable under any Hedging Agreement (including, without limitation, payments in respect of the termination of any such Hedging Agreement), any Lender Fee Letter, any Make-Whole Premium and costs and expenses payable by the Borrower to the Lenders, the Lender Agents, the Administrative Agent, the Account Bank, the Collateral Agent or the Collateral Custodian, including attorneys’ fees, costs and expenses, including without limitation, interest, fees and other obligations that accrue after the commencement of an insolvency proceeding (in each case whether or not allowed as a claim in such insolvency proceeding).

“Obligor” means, collectively, each Person obligated to make payments under a Loan Agreement, including any guarantor thereof.

“Officer’s Certificate” means a certificate signed by the president, the secretary, an assistant secretary, the chief financial officer or any vice president, as an authorized officer, of any Person.

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“Operating Lease Implementation” means the implementation by an Obligor of IFRS 16/ASC 842.

“Opinion of Counsel” means a written opinion of counsel, which opinion and counsel are acceptable to the Administrative Agent in its sole discretion.

“Outstanding Balance” means the principal balance of a Loan Asset, expressed exclusive of PIK Interest and accrued interest.

“Payment Date” means the 22^nd day of each March, June, September and December or, if such day is not a Business Day, the next succeeding Business Day; provided, that the final Payment Date shall occur on the Collection Date; provided further that the Administrative Agent may, in its sole discretion with three (3) Business Days’ prior written notice to the Borrower, the Collateral Agent and the Servicer, declare any Business Day a Payment Date if (i) (x) an Event of Default shall have been declared or (y) after the automatic occurrence of a Facility Maturity Date and (ii) the Administrative Agent or the Lenders have declared the Advances Outstanding and other Obligations to be immediately due and payable in full in accordance with Section 7.01.

“Payment Duties” has the meaning assigned to that term in Section 10.02(b)(iii).

“Pension Plan” has the meaning assigned to that term in Section 4.01(w).

“Permitted Assignee” means any lender which has a long-term unsecured debt rating of not less than “A3” from Moody’s and not less than “A” from S&P.

“Permitted Investments” means any of:

(i)           direct Registered obligations of, and Registered obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States of America or any agency or instrumentality of the United States of America whose obligations are expressly backed by the full faith and credit of the United States of America;

(ii)          demand and time deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances issued by, or federal funds sold by any depository institution or trust company incorporated under the laws of the United States of America (including the Account Bank) or any state thereof and subject to supervision and examination by federal and/or state banking authorities, in each case payable within 183 days after issuance, so long as the commercial paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have the Eligible Investment Required Ratings;

(iii)          Registered debt securities bearing interest or sold at a discount issued by a corporation formed under the laws of the United States of America or any State thereof that satisfies the Eligible Investment Required Ratings at the time of such investment or contractual commitment providing for such investment;

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(iv)         commercial paper or other short-term obligations (other than asset-backed commercial paper) with the Eligible Investment Required Ratings and that either bear interest or are sold at a discount from the face amount thereof and have a maturity of not more than 183 days from their date of issuance; and

(v)          money market funds that have, at all times, credit ratings of “Aaa” and “MR1+” by Moody’s and “AAAm” or “AAAm-G” by S&P, respectively;

provided that (1) Permitted Investments purchased with funds in the Collection Account shall be held until maturity except as otherwise specifically provided herein and shall include only such obligations or securities, other than those referred to in clause (v) above, as mature (or are putable at par to the issuer thereof) no later than the Business Day prior to the next Payment Date unless such Permitted Investments are issued by the Account Bank in its capacity as a banking institution, in which event such Permitted Investments may mature on such Payment Date; and (2) none of the foregoing obligations or securities shall constitute Permitted Investments if (a) such obligation or security has an “f”, “r”, “p”, “pi”, “q”, “sf” or “t” subscript assigned by S&P, (b) all, or substantially all, of the remaining amounts payable thereunder consist of interest and not principal payments, (c) payments with respect to such obligations or securities or proceeds of disposition are subject to withholding taxes by any jurisdiction unless the payor is required to make “gross-up” payments that cover the full amount of any such withholding tax on an after-tax basis, (d) such obligation or security is secured by real property, (e) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof, (f) such obligation or security is subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action, (g) in the Servicer’s judgment, such obligation or security is subject to material non-credit related risks, (h) such obligation is a structured finance obligation or (i) such obligation or security is represented by a certificate of interest in a grantor trust. Permitted Investments may include, without limitation, those investments issued by or made with the Account Bank or for which the Account Bank or an Affiliate thereof provides services and receives compensation.

“Permitted Liens” means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced (a) Liens for state, municipal or other local Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen’s, warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith, (c) Liens granted pursuant to or by the Transaction Documents and (d) any custodial liens arising in favor of Wells Fargo Bank, National Association.

“Person” means an individual, partnership, corporation (including a statutory or business trust), limited liability company, joint stock company, trust, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or other entity.

“PIK Interest” means interest accrued on a Loan Asset that is added to the principal amount of such Loan Asset instead of being paid as interest as it accrues.

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“PIK Loan Asset” means a Loan Asset which provides for a portion of the interest that accrues thereon to be added to the principal amount of such Loan Asset for some period of the time prior to such Loan Asset requiring the current cash payment of such previously capitalized interest, which cash payment shall be treated as an Interest Collection at the time it is received.

“Pledge” means the pledge of any Eligible Loan Asset or other Portfolio Asset pursuant to Article II.

“Portfolio Assets” means all Loan Assets in which the Borrower has an interest, together with all proceeds thereof and other assets or property related thereto, including all right, title and interest of the Borrower in and to:

(a)            any amounts on deposit in any cash reserve, collection, custody or lockbox accounts securing the Loan Assets;

(b)            all rights with respect to the Loan Assets to which the Transferor and/or the Borrower, as applicable, is entitled as lender under the applicable Loan Agreement;

(c)            the Controlled Accounts, together with all cash and investments in each of the foregoing other than amounts earned on investments therein;

(d)            any Underlying Collateral securing a Loan Asset and all Recoveries related thereto, all payments paid in respect thereof and all monies due or to become due and paid in respect thereof after the applicable Cut-Off Date and all liquidation proceeds;

(e)            all Required Loan Documents, the Loan Asset Files related to any Loan Asset, any Records, and the documents, agreements, and instruments included in the Loan Asset Files or Records;

(f)            all Insurance Policies with respect to any Loan Asset;

(g)            all Liens, guaranties, indemnities, warranties, letters of credit, accounts, bank accounts and property subject thereto from time to time purporting to secure or support payment of any Loan Asset, together with all UCC financing statements, mortgages or similar filings signed or authorized by an Obligor relating thereto;

(h)            the Purchase and Sale Agreement (including, without limitation, rights of recovery of the Borrower against the Transferor) and the assignment to the Collateral Agent, for the benefit of the Secured Parties, of all UCC financing statements filed by the Borrower against the Transferor under or in connection with the Purchase and Sale Agreement;

(i)            any Hedging Agreement and all payments from time to time due thereunder;

(j)            all records (including computer records) with respect to the foregoing; and

(k)            all collections, income, payments, proceeds and other benefits of each of the foregoing.

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“Priced Loan Asset” means any First Lien Loan that (a) has an original tranche size of $250,000,000 or greater, (b) has an EBITDA for the prior twelve calendar months of $50,000,000 or greater, and (c) has (x) an observable quote with a bid depth of at least 5 from LoanX Mark-It Partners or Loan Pricing Corporation or (y) observable quotes from at least 5 Approved Broker-Dealers (with the price for such Priced Loan Asset being the average of such observable quotes).

“Prime Rate” means the rate publicly announced by the Administrative Agent from time to time as its prime rate in the United States, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by the Administrative Agent or any other specified financial institution in connection with extensions of credit to debtors; provided that if the Prime Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Principal Collection Account” means a sub-account (account number 84386301 at the Account Bank) of the Collection Account into which Principal Collections shall be segregated.

“Principal Collections” means (i) any amounts deposited by the Borrower in accordance with Section 2.06(a)(i) or Section 2.07(c)(i), (ii) with respect to any Loan Asset, all amounts received which are not Interest Collections, including, without limitation, all Recoveries, all Insurance Proceeds, all scheduled payments of principal and principal prepayments and all guaranty payments and proceeds of any liquidations, sales, dispositions or securitizations, in each case, attributable to the principal of such Loan Asset and (iii) all hedge breakage payments received pursuant to any Hedging Agreement or Hedge Transaction. For the avoidance of doubt, “Principal Collections” shall not include amounts on deposit in the Unfunded Exposure Account.

“Principal Sharing Condition” means, on any date of determination, a condition that is satisfied if each of the following criteria are met:

(a)            such date of determination occurs prior to the nine month anniversary of the Fifth Amendment Date;

(b)            the number of Obligors included in the Collateral Portfolio is greater than or equal to 20;

(c)            (i) the Outstanding Balance of Loan Assets included in the Collateral Portfolio that are currently subject to Value Adjustment Events divided by (ii) the Outstanding Balance of all Loan Assets included in the Collateral Portfolio is less than or equal to 50.0%; and

(d)            (i) the aggregate Adjusted Borrowing Value of Eligible Loan Assets plus (ii) any Principal Collections (excluding Principal Collections to be distributed pursuant to Sections 2.04(b)(i) and (b)(ii) on the next Payment Date (and, in the case of clauses (b)(iii)(w), (b)(iii)(x) and (b)(iii)(y), after giving pro forma effect to any withdrawal of amounts pursuant thereto on such date of determination)) is greater than or equal to $96,000,000.

“Pro Rata Share” means, with respect to each Lender, the percentage obtained by dividing the Commitment of such Lender (or, following the termination thereof, the outstanding

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principal amount of all Advances of such Lender), by the aggregate Commitments of all the Lenders (or, following the termination thereof, the aggregate Advances Outstanding).

“Proceeds” means, with respect to any property included in the Collateral Portfolio, all property that is receivable or received when such property is collected, sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all rights to payment with respect to any insurance relating thereto.

“Purchase and Sale Agreement” means that certain Purchase and Sale Agreement, dated as of the Closing Date, between the Transferor, as the seller, and the Borrower, as the purchaser, as amended, modified, waived, supplemented, restated or replaced from time to time.

“Purchase Price” means, with respect to any Eligible Loan Asset, the value (expressed as a percentage of the Outstanding Balance of such Loan Asset) equal to the purchase price thereof; provided that the purchase price of an Eligible Loan Asset purchased in the primary syndication thereof at a price (a) on or prior to the Third Amendment Date, equal to or greater than 95% of par (including any purchase at a premium) or (b) after the Third Amendment Date, equal to or greater than 97% of par (including any purchase at a premium), in each case, shall be deemed to be par for all purposes of this definition.

“Records” means all documents relating to the Loan Assets, including books, records and other information executed in connection with the origination or acquisition of the Collateral Portfolio or maintained with respect to the Collateral Portfolio and the related Obligors that the Borrower, the Transferor or the Servicer have generated, in which the Borrower has acquired an interest pursuant to the Purchase and Sale Agreement or in which the Borrower or the Transferor have otherwise obtained an interest.

“Recoveries” means, as of the time any Underlying Collateral with respect to any Defaulted Loan Asset is sold in connection with the enforcement of remedies, discarded or abandoned (after a determination by the Servicer that such Underlying Collateral has little or no remaining value) or otherwise determined to be fully liquidated by the Servicer in accordance with the Servicing Standard, the proceeds from the sale of the Underlying Collateral, the proceeds of any related Insurance Policy, any other recoveries with respect to such Loan Asset, as applicable, the Underlying Collateral, net of any amounts received that are required under such Loan Asset, as applicable, to be refunded to the related Obligor.

“Recovery Value” means with respect to Middle Market Loans and Broadly Syndicated Loans, 50%.

“Register” has the meaning assigned to that term in Section 2.14.

“Registered” means in registered form for U.S. federal income tax purposes and issued after July 18, 1984; provided that a certificate of interest in a grantor trust shall not be treated as Registered unless each of the obligations or securities held by the trust was issued after that date.

“Reinvestment Period” shall mean the period commencing on the Closing Date and ending on the day preceding the earliest of (i) the one year anniversary of the Third Amendment

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Date (or such later date as is agreed to in writing by the Borrower, the Servicer, the Administrative Agent and the Lenders), (ii) the occurrence of an Event of Default, and (iii) the date of any voluntary termination by the Borrower pursuant to Section 2.18(b).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release Date” has the meaning set forth in Section 2.07(c).

“Relevant Test Period” means, with respect to any Loan Asset, the relevant test period for the calculation of Total Leverage Ratio, Senior Leverage Ratio or Interest Coverage Ratio, as applicable, for such Loan Asset in the related Loan Agreement or, if no such period is provided for therein, for Obligors delivering monthly financing statements, each period of the last 12 consecutive reported calendar months, and for Obligors delivering quarterly financing statements, each period of the last four consecutive reported fiscal quarters of the principal Obligor on such Loan Asset; provided that with respect to any Loan Asset for which the relevant test period is not provided for in the related Loan Agreement, if an Obligor is a newly-formed entity as to which 12 consecutive calendar months have not yet elapsed, “Relevant Test Period” shall initially include the period from the date of formation of such Obligor to the end of the twelfth calendar month or fourth fiscal quarter (as the case may be) from the date of formation, and shall subsequently include each period of the last 12 consecutive reported calendar months or four consecutive reported fiscal quarters (as the case may be) of such Obligor.

“Remittance Period” means, (i) as to the Initial Payment Date, the period beginning on the Closing Date and ending on, and including, the Determination Date immediately preceding such Payment Date and (ii) as to any subsequent Payment Date, the period beginning on the first day after the most recently ended Remittance Period and ending on, and including, the Determination Date immediately preceding such Payment Date, or, with respect to the final Remittance Period, the Collection Date.

“Replacement Servicer” has the meaning assigned to that term in Section 6.01(c).

“Reporting Date” means the date that is two Business Days prior to the 20th of each calendar month, commencing November 20, 2015.

“Repurchase Price” has the meaning set forth in Section 2.07(c)(i).

“Required Lenders” means (i) Wells Fargo (as a Lender hereunder) and its successors and assigns and (ii) the Lenders representing an aggregate of at least 51% of the aggregate Commitments of the Lenders then in effect.

“Required Loan Documents” means, for each Loan Asset, the following documents or instruments, all as specified on the related Loan Asset Checklist:

(a)            (i) the original executed promissory note or, if accompanied by an original “lost note” affidavit and indemnity, a copy of the executed underlying promissory note, endorsed by the Borrower in blank (and an unbroken chain of endorsements from each prior holder thereof

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to the Borrower) and (ii)  if such promissory note is not issued in the name of the Borrower or in a Noteless Loan Asset, a copy of each assignment and assumption agreement, transfer document or instrument relating to such Loan Asset evidencing the assignment of such Loan Asset from the prior third party owner thereof (if any) to the Borrower and from the Borrower either to the Collateral Agent or in blank;

(b)            to the extent applicable to the related Loan Asset, copies of the executed (i) guaranty, (ii) underlying credit or loan agreement (or similar agreement pursuant to which the related Loan has been issued or created), (iii) acquisition agreement (or similar agreement) and (iv) security agreement, mortgage or other agreement that secures the obligations represented by such Loan, in each case as set forth on the Loan Asset Checklist; and

(c)            with respect to any Loan Asset originated by the Transferor and with respect to which the Transferor acts as administrative agent (or in a comparable capacity), either (i) copies of the UCC-1 Financing Statements, if any, and any related continuation statements, each showing the Obligor as debtor and the Collateral Agent as total assignee or showing the Obligor, as debtor and the Transferor (or the applicable Affiliate) as secured party and each with evidence of filing thereon, or (ii) copies of any such financing statements certified by the Servicer to be true and complete copies thereof in instances where the original financing statements have been sent to the appropriate public filing office for filing, in each case as set forth in the Loan Asset Checklist.

“Required Reports” means, collectively, the Servicing Report required pursuant to Section 6.08(b), the Servicer’s Certificate required pursuant to Section 6.08(c), the financial statements of the Servicer required pursuant to Section 6.08(d), the financial statements and valuation reports of each Obligor required pursuant to Section 6.08(e), the annual statements as to compliance required pursuant to Section 6.09, and the annual independent public accountant’s report required pursuant to Section 6.10.

“Responsible Officer” means, with respect to any Person, any duly authorized officer of such Person with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other duly authorized officer of such Person to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any class of membership interests of the Borrower now or hereafter outstanding, except a dividend or distribution paid solely in interests of that class of membership interests or in any junior class of membership interests of the Borrower, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any class of membership interests of the Borrower now or hereafter outstanding, (iii) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire membership interests of the Borrower now or hereafter outstanding, and (iv) any payment of management fees by the Borrower. For the avoidance of doubt, (x) payments and reimbursements due to the Servicer in accordance with this Agreement or any other Transaction Document do not constitute Restricted Junior Payments, and (y) distributions by the Borrower to holders of its membership interests of Loan Assets or of cash

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or other proceeds relating thereto which have been substituted by the Borrower in accordance with this Agreement shall not constitute Restricted Junior Payments.

“Retained Interest” means, with respect to any Agented Loan that is transferred to the Borrower, (i) all of the obligations, if any, of the agent(s) under the documentation evidencing such Agented Loan and (ii) the applicable portion of the interests, rights and obligations under the documentation evidencing such Agented Loan that relate to such portion(s) of the indebtedness that is owned by another lender.

“Revenue Recognition Implementation” means the implementation by an Obligor of IFRS 15/ASC 606.

“Review Criteria” has the meaning assigned to that term in Section 12.02(b)(i).

“Revolving Loan Asset” means a Loan Asset that is a line of credit or contains an unfunded commitment arising from an extension of credit to an Obligor, pursuant to the terms of which amounts borrowed may be repaid and subsequently reborrowed.

“S&P” means Standard & Poor’s Ratings Group, a Standard & Poor’s Financial Services LLC business (or its successors in interest).

“Sanction” or “Sanctions” means, individually and collectively, respectively, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of the Treasury, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order; (b) the United Nations Security Council; (c) the European Union; (d) the United Kingdom; or (e) any other governmental authorities with jurisdiction over the Borrower, the Servicer, the Transferor or any of their respective Subsidiaries.

“Sanctioned Person” means any Person that is a target of Sanctions, including without limitation, a Person that is: (a) listed on OFAC’s Specially Designated Nationals (SDN) and Blocked Persons List; (b) listed on OFAC’s Consolidated Non-SDN List; (c) a legal entity that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned Person(s); or (d) a Person that is a Sanctions target pursuant to any territorial or country-based Sanctions program.

“Scheduled Payment” means each scheduled payment of principal and/or interest required to be made by an Obligor on the related Loan Asset, as adjusted pursuant to the terms of the related Loan Agreement.

“Secured Party” means each of the Administrative Agent, each Lender, each Lender Agent, each Affected Party, each Indemnified Party, the Collateral Custodian, the Collateral Agent, the Account Bank and each Hedge Counterparty.

“Securities Act” means the U.S. Securities Act of 1933.

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“Senior Leverage Ratio” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Senior Leverage Ratio” or any comparable definition relating to first lien senior secured related (or such applicable lien or applicable level within the capital structure) indebtedness in the related Loan Agreement for each such Loan Asset, and in any case that “Senior Leverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) first lien senior secured (or such applicable lien or applicable level within the capital structure) Indebtedness to (b) EBITDA, as calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement.

“Servicer” means at any time the Person then authorized, pursuant to Section 6.01, to service, administer, and collect on the Loan Assets and exercise rights and remedies in respect of the same.

“Servicer Change of Control” shall be deemed to have occurred if GCIC and Aurora National Life Assurance Company fail to possess, directly or indirectly, the power to direct the direction or the management of the Servicer, whether through voting rights, ownership rights, or by contract or otherwise.

“Servicer Pension Plan” has the meaning set forth in Section 4.03(p).

“Servicer Termination Event” means the occurrence of any one or more of the following events:

(a)            any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to bifurcation and remittance of Interest Collections and Principal Collections) or the Unfunded Exposure Account of funds received by the Borrower or the Servicer and its Affiliates on behalf of the Borrower, as required by this Agreement or any other Transaction Document which continues unremedied for a period of two Business Days; provided that in the case of a default in payment, transfer or deposit resulting solely from an administrative error or omission by the Servicer, such default continues for a period of one (1) or more Business Days after the earlier of (x) the Servicer receiving written notice or (y) the Servicer having actual knowledge, in each case, of such administrative error or omission (irrespective of whether the cause of such administrative error or omission has been determined);

(b)            any failure on the part of the Servicer duly to (i) observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including, without limitation, any delegation of the Servicer’s duties that is not permitted by Section 6.01 of this Agreement) or (ii) comply in any material respect with the Servicing Standard regarding the servicing of the Collateral Portfolio and in each case the same continues unremedied for a period of 30 days (if such failure can be remedied) after the earlier to occur of (x) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Collateral Agent (at the direction of the Administrative Agent) and (y) the date on which a Responsible Officer of the Servicer acquires knowledge thereof;

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(c)            the failure of the Servicer to make any payment when due (after giving effect to any related grace period) under one or more agreements for borrowed money to which it is a party and for which there is recourse to the Servicer or the property of the Servicer for such debt in an aggregate amount in excess of United States $5,000,000, individually or in the aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such amount of recourse debt, whether or not waived;

(d)            a Bankruptcy Event shall occur with respect to the Servicer;

(e)            GCIC Senior Loan FundGC Advisors LLC shall assign its rights or obligations as “Servicer” hereunder to any Person without the consent of each Lender Agent and the Administrative Agent (as required in the third to last sentence of Section 11.04(a)), other than any assignment effected in connection with a transaction which meets the requirements of Section 5.04(a);

(f)            an Equityholder Change of Control shall occur;as of the last day of any fiscal quarter, Golub Capital BDC, Inc. fails to maintain the Asset Coverage Ratio at greater than or equal to 1.50:1 and the same continues unremedied for a period of one fiscal quarter;

(g)            a Servicer Change of Control shall occur;as of the last day of any fiscal quarter, Golub Capital BDC, Inc. fails to maintain GAAP net assets (as reflected in its quarterly or annual financial statements without any deductions) in an amount at least equal to $1,072,500,000, as increased by 65% of the net proceeds of any sales of common stock or other equity offerings (including drawings on capital commitments of equityholders) of Golub Capital BDC, Inc. consummated by Golub Capital BDC, Inc. after September 16, 2019;

(h)            any failure by the Servicer to deliver (i) any required Servicing Report on or before the date occurring two Business Days after the date such report is required to be deliveredmade or given, as the case may be, or (ii) any other Required Reports hereunder on or before the date occurring five Business Days after the date such report is required to be made or given, as the case may be, in each case under the terms of this Agreement;

(i)            any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which has a Material Adverse Effect and continues to be unremedied for a period of 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Collateral Agent (at the direction of the Administrative Agent) and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof;

(j)            [reserved];

(k)            the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United States $2,500,000,7,500,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; or

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(l)           the occurrence of an Event of Default; or(m)      any other event which has caused a Material Adverse Effect on the assets, liabilities, financial condition, business or operations of the Servicer or the ability of the Servicer to meet its obligations under the Transaction Documents to which it is a party.

“Servicer Termination Notice” has the meaning assigned to that term in Section 6.01(b).

“Servicer’s Certificate” has the meaning assigned to that term in Section 6.08(c).

“Servicing Fee” means the fee payable to the Servicer on each Payment Date in arrears in respect of each Remittance Period, which fee shall be equal to the product of (i) 0.50%, (ii) the arithmetic mean of the aggregate Outstanding Balance of all Eligible Loan Assets on the first day and on the last day of the related Remittance Period and (iii) the actual number of days in such Remittance Period divided by 360; provided that, in the sole discretion of the Servicer, the Servicer may, from time to time, waive all or any portion of the Servicing Fee payable on any Payment Date.

“Servicing File” means, for each Loan Asset, (a) copies of each of the Required Loan Documents and (b) any other portion of the Loan Asset File which is not part of the Required Loan Documents.

“Servicing Report” has the meaning assigned to that term in Section 6.08(b).

“Servicing Standard” means, with respect to any Loan Assets included in the Collateral Portfolio, to service and administer such Loan Assets in accordance with Applicable Law, the terms of this Agreement, the Loan Agreements and, to the extent consistent with the foregoing, (a) the higher of: (i) in a manner consistent with the provisions of the Investment Advisers Act of 1940 applicable to the Servicer as an advisor to the Borrower and (ii) the same care, skill, prudence and diligence with which the Servicer services and administers loans for its own account or for the account of others and (b) with a view to maximize the value of the Loan Assets.

“Solvent” means, as to any Person at any time, having a state of affairs such that all of the following conditions are met: (a) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b) the present fair saleable value of the property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in a business or a transaction, and does not propose to engage in a business or a transaction, for which such Person’s property assets would constitute unreasonably small capital.

“State” means one of the fifty states of the United States or the District of Columbia.

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“Stated Maturity Date” means the five year anniversary of the Third Amendment Date or such later date as is agreed to in writing by the Borrower, the Servicer, the Administrative Agent and the Lenders.

“Subsidiary” means with respect to a person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such person.

“Substitute Eligible Loan Asset” means each Eligible Loan Asset Pledged by the Borrower to the Collateral Agent, on behalf of the Secured Parties, pursuant to Section 2.07(a) or Section 2.07(c)(ii).

“Taxes” means any present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties, and additions thereto) that are imposed by any Governmental Authority.

“Term Loan Asset” means a Loan Asset that is a term loan that has been fully funded and does not contain any unfunded commitment arising from an extension of credit to an Obligor.

“Third Amendment Date” means September 28, 2017.

“Total Leverage Ratio” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Total Leverage Ratio” or any comparable definition in the related Loan Agreement for each such Loan Asset, and in any case that “Total Leverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) Indebtedness to (b) EBITDA, as calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement.

“Transaction Documents” means this Agreement, the Variable Funding Note(s), any Hedging Agreement, any Joinder Supplement, the Purchase and Sale Agreement, the Collection Account Agreement, the Unfunded Exposure Account Agreement, the Wells Fargo Fee Letter, each Lender Fee Letter and each document, instrument or agreement related to any of the foregoing.

“Transferee Letter” has the meaning assigned to that term in Section 11.04(a).

“Transferor” means GCIC Senior Loan Fund LLC, in its capacity as the Transferor hereunder and as the seller under the Purchase and Sale Agreement, together with its successors and assigns in such capacity.

“Transferor Agented Required Loan Documents” means, for each Loan Asset, the documents set forth in clause (c) of the definition of “Required Loan Documents”.

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“UCC” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

“Underlying Collateral” means, with respect to a Loan Asset, any property or other assets designated and pledged or mortgaged as collateral to secure repayment of such Loan Asset, as applicable, including, without limitation, mortgaged property and/or a pledge of the stock, membership or other ownership interests in the related Obligor and all proceeds from any sale or other disposition of such property or other assets.

“Unfunded Capital Commitment” means, with respect to any member of GCIC Senior Loan Fund LLC, that portion of the Capital Commitment of such Person which is still available to be called (i.e., the unfunded Capital Commitment of such member, minus the sum of any amounts as to the payment of which such Person is excused, as a result of regulatory concerns or otherwise, or is otherwise discharged (by act of any Person, by operation of law, or otherwise), minus that portion of the proceeds of any pending capital calls that are not allocated to be contributed to the Borrower or to be used to pay an obligation of the Borrower arising from or related to the transactions contemplated by this Agreement).

“Unfunded Exposure Account” means a trust account (account number 84386303 at the Account Bank) in the name of the Collateral Agent and under the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties; provided, that the funds deposited therein (including any interest and earnings thereon) from time to time shall constitute the property and assets of the Borrower and the Borrower shall be solely liable for any Taxes payable with respect to the Unfunded Exposure Account.

“Unfunded Exposure Account Agreement” means that certain Unfunded Exposure Account Agreement, dated the date of this Agreement, among the Borrower, the Servicer, the Account Bank, the Administrative Agent, and the Collateral Agent, which agreement relates to the Unfunded Exposure Account, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.

“Unfunded Exposure Amount” means, as of any date of determination, with respect to an Eligible Loan Asset, an amount equal to the aggregate amount of all unfunded commitments associated with such Eligible Loan Asset.

“Unfunded Exposure Amount Shortfall” has the meaning assigned to that term in Section 2.02(f).

“Unfunded Exposure Equity Amount” means, on any date of determination, an amount equal to:

(i)          for all Eligible Loan Assets which have any unfunded commitments, the aggregate sum of the products of (a) the Unfunded Exposure Amount for each such Eligible Loan Asset multiplied by (b) the difference of (x) 100% minus (y) the Applicable Percentage for each such Eligible Loan Asset;

plus

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(ii)         for all Eligible Loan Assets which have any unfunded commitments, the aggregate sum of the products of (a) (x) 100% minus the Assigned Value for each such Eligible Loan Asset multiplied by (y) the Unfunded Exposure Amount of each such Eligible Loan Asset multiplied by (b) the Applicable Percentage for each such Eligible Loan Asset.

“United States” means the United States of America.

“Unmatured Event of Default” means any event that, if it continues uncured, will, with lapse of time, notice or lapse of time and notice, constitute an Event of Default.

“Unused Portion” has the meaning assigned to that term in Section 2.09.

“Value Adjustment Event” means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

(i)          (x) the Interest Coverage Ratio for any Relevant Test Period with respect to such Loan Asset is (i) less than 1.50x and (ii) less than or equal to 85% of the Interest Coverage Ratio with respect to such Loan Asset as calculated on the applicable Cut-Off Date (or, in the case of Loan Assets approved by the Administrative Agent prior to the Closing Date, as set forth on the Approval Notice for such Loan Assets) or (y) the Senior Leverage Ratio for any Relevant Test Period of the related Obligor with respect to such Loan Asset (I) is more than 0.50x higher than such Senior Leverage Ratio as calculated on the applicable Cut-Off Date (or, in the case of Loan Assets approved by the Administrative Agent prior to the Closing Date, as set forth on the Approval Notice for such Loan Assets) and (II) is more than 3.50x; provided that in connection with any Revenue Recognition Implementation or any Operating Lease Implementation, the Administrative Agent (with the consent of the Servicer (such consent not to be unreasonably withheld, delayed or conditioned)) may retroactively adjust the Senior Leverage Ratio or Interest Coverage Ratio for any Loan Asset as determined on the applicable Cut-Off Date;

(ii)         an Obligor payment default with respect to principal or interest under such Loan Asset (after giving effect to any grace and/or cure period set forth in the Loan Agreement, but not to exceed five Business Days) (including in respect of the acceleration of the debt under the applicable Loan Agreement);

(iii)        a payment default as to all or any portion of one or more payments of principal or interest has occurred in relation to any other senior or pari passu obligation for borrowed money of the related Obligor (after giving effect to any grace and/or cure period set forth in the Loan Agreement, but not to exceed five Business Days);

(iv)        a Bankruptcy Event with respect to the related Obligor;

(v)         the failure to deliver a “loan level” financial reporting package no later than 60 days after the end of each quarter or 120 days after the end of each fiscal year (unless waived or otherwise agreed to by the Administrative Agent in its sole discretion); or

(vi)        the occurrence of a Material Modification with respect to such Loan Asset.

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“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to that term in Section 2.11(d).

“Variable Funding Note” has the meaning assigned to such term in Section 2.01(a).

“Warranty Amount” means, on any date of determination, an amount equal to the positive difference, if any, of the aggregate unpaid Repurchase Price of all Warranty Loan Assets less the Excess Availability. For the avoidance of doubt, the aggregate “Warranty Amount” shall be reduced to the extent of any payments made pursuant to Section 2.04(a)(vi)(a) and in the event that the Repurchase Price of a Warranty Loan Asset included in the “Warranty Amount” calculation is subsequently paid by the Borrower.

“Warranty Event” means, as to any Loan Asset, the discovery that, as of the related Cut-Off Date, such Loan Asset did not satisfy the definition of “Eligible Loan Asset” and the failure of the Borrower to cure such breach, or cause the same to be cured, within 10 days after the earlier to occur of the Borrower’s receipt of notice thereof from the Administrative Agent or the Borrower becoming aware thereof.

“Warranty Loan Asset” means any Loan Asset with respect to which a Warranty Event has occurred.

“Weighted Average Applicable Percentage” means, for all Eligible Loan Assets included in the Collateral Portfolio, on any date of determination, the weighted average of the Applicable Percentages applicable to the Eligible Loan Assets included in the Collateral Portfolio on such day, weighted according to the proportion of the Adjusted Borrowing Value that each Loan Asset forming a part of the Collateral Portfolio represents; provided that such amounts shall exclude any portion included in the Excess Concentration Amount.

“Wells Fargo” shall mean Wells Fargo Bank, N.A., and its successors and assigns.

“Wells Fargo Fee Letter” means the Wells Fargo Fee Letter, dated as of the Closing Date, between the Collateral Agent, the Collateral Custodian, the Account Bank, the Borrower and the Administrative Agent, as such letter may be amended, modified, supplemented, restated or replaced from time to time.

“Yield” means with respect to any Remittance Period, the sum for each day in such Remittance Period determined in accordance with the following formula:

YR x L

D

where:	YR	=	the Yield Rate applicable on such day;
	L	=	the Advances Outstanding on such day; and

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D = 360 days or, to the extent the Yield Rate is the Alternative Rate, 365 or 366 days, as applicable;

provided that (i) no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by Applicable Law and (ii) Yield shall not be considered paid by any distribution if at any time such distribution is later required to be rescinded by any Lender to the Borrower or any other Person for any reason including, without limitation, such distribution becoming void or otherwise avoidable under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code.

“Yield Rate” means, as of any date of determination, an interest rate per annum equal to LIBOR for such date plus the Applicable Spread; provided that if a Lender Agent shall have notified the Administrative Agent that a Eurodollar Disruption Event has occurred, the Yield Rate shall be equal to the Alternative Rate plus the Applicable Spread until such Lender Agent shall have notified the Administrative Agent that such Eurodollar Disruption Event has ceased, at which time the Yield Rate shall again be equal to LIBOR for such date plus the Applicable Spread.

Section 1.02Other Terms.  All accounting terms used but not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and used but not specifically defined herein, are used herein as defined in such Article 9.

Section 1.03Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

Section 1.04     Interpretation.

In each Transaction Document, unless a contrary intention appears:

(a)      the singular number includes the plural number and vice versa;

(b)      reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Transaction Documents;

(c)      reference to any gender includes each other gender;

(d)      reference to day or days without further qualification means calendar days;

(e)      reference to any time means New York, New York time (unless expressly specified otherwise);

(f)      reference to the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(g)     the word “any” is not limiting and means “any and all” unless the context clearly requires or the language provides otherwise;

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(h)     reference to any agreement (including any Transaction Document), document or instrument means such agreement, document or instrument as amended, modified, waived, supplemented, restated or replaced and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of the other Transaction Documents, and reference to any promissory note includes any promissory note that is an extension or renewal thereof or a substitute or replacement therefor; and

(i)       reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any Section or other provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision.

(j)       reference to any delivery or transfer to the Collateral Agent with respect to the Collateral Portfolio means delivery or transfer to the Collateral Agent on behalf of the Secured Parties;

(k)      if any date for compliance with the terms or conditions of any Transaction Document falls due on a day which is not a Business Day, then such due date shall be deemed to be the immediately following Business Day;

(l)       reference to the date of any acquisition or disposition of any asset in the Collateral Portfolio, or the date on which any such asset is added to or removed from the Collateral Portfolio shall mean the related “settlement date” and not the related “trade date”;

(m)     for purposes of this Agreement, an Event of Default or a Servicer Termination Event shall be deemed to be continuing until (x) solely with respect to any Event of Default or Servicer Termination Event arising solely as a result of the failure of any representation, warranty or certification related to such Loan Asset being an Eligible Loan Asset, such Loan Asset is sold in accordance with the terms of this Agreement or (y) it is waived in accordance with Section 7.01;

(n)      unless otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement or any Loan Agreement, the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant to preserve the original intent in light of such change; provided, that, until so amended, (i) such covenant shall continue to be computed in accordance with the application of generally accepted accounting principles prior to such change and (ii) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant made before and after giving effect to such change in generally accepted accounting principles; and

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(o)      other than as set forth herein, references herein to the knowledge or actual knowledge of a Person shall mean, unless otherwise explicitly provided, reference to the actual knowledge following due inquiry of a responsible officer of such Person; and.

(p)      upon the completion of the BDC Merger, except as otherwise explicitly set forth herein and in the Transaction Documents, all references to “Golub Capital Investment Corporation” or “GCIC” herein and in the other Transaction Documents shall be deemed to refer to “Golub Capital BDC, Inc.”.

Section 1.05Nature of Obligations. The parties hereto intend the Advances made hereunder to be a “loan” and not a “security” for purposes of Section 8-102(15) of the UCC.

ARTICLE II.

THE FACILITY

Section 2.01     Variable Funding Note and Advances.

(a)      Variable Funding Note. The Borrower shall, on the date hereof (and on the terms and subject to the conditions hereinafter set forth), deliver, to each Lender Agent, at the address set forth in Section 11.02 of this Agreement, and on the effective date of any Joinder Supplement, to each additional Lender Agent, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note (as amended, modified, supplemented or restated from time to time, the “Variable Funding Note”), in substantially the form of Exhibit G, in an aggregate face amount equal to the applicable Lender’s Commitment as of the date hereof or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Interest shall accrue on the Variable Funding Note, and the Variable Funding Note shall be payable, as described herein.

(b)      Advances. On the terms and conditions hereinafter set forth, from time to time from the Closing Date until the end of the Reinvestment Period, the Borrower may request that the Lenders make Advances under the Variable Funding Notes, secured by the Collateral Portfolio, (x) to the Borrower for the purpose of purchasing Eligible Loan Assets or (y) to the Unfunded Exposure Account in an amount up to the Aggregate Unfunded Exposure Amount. Other than pursuant to Section 2.02(f), under no circumstances shall any Lender be required to make any Advance if after giving effect to such Advance and the addition to the Collateral Portfolio of the Eligible Loan Assets being acquired by the Borrower using the proceeds of such Advance, (i) an Event of Default has occurred or would result therefrom or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. Notwithstanding anything to the contrary herein, no Lender shall be obligated to provide the Borrower (or to the Unfunded Exposure Account, if applicable) with aggregate funds in connection with an Advance that would exceed such Lender’s unused Commitment then in effect.

(c)      Notations on Variable Funding Note. Each Lender Agent is hereby authorized to enter on a schedule attached to the Variable Funding Note with respect to each Conduit Lender and each Institutional Lender a notation (which may be computer generated) with

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respect to each Advance under the Variable Funding Note made by the applicable Lender of: (i) the date and principal amount thereof, and (ii) each repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of any Lender Agent to make any such notation on the schedule attached to any Variable Funding Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances as set forth herein.

(d)           Each of the Lenders and the Borrower hereby represents and warrants that they intend the Advances made hereunder to constitute “loans” and not “securities” for purposes of Section 8-102(15) of the UCC.

Section 2.02          Procedure for Advances.

(a)           During the Reinvestment Period, the Lenders will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.

(b)           Each Advance shall be made on irrevocable written notice from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Administrative Agent and each Lender Agent on a Business Day if delivered no later than 2:00 p.m. on the proposed date of such Advance and, if not delivered by such time, shall be deemed to have been received on the following Business Day. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof) and the current Loan Tape, and shall specify:

(i)             the aggregate amount of such Advance; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000;

(ii)            the proposed date of such Advance, which shall be a Business Day;

(iii)           a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied;

(iv)           the amount of cash that will be funded into the Unfunded Exposure Account in connection with any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance, if applicable; and

(v)            whether such Advance should be remitted to the Borrower or the Unfunded Exposure Account.

On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with instructions received by the Borrower, either (i) make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the Borrower has designated in writing or (ii) remit in same day funds an amount equal to such Lender’s Pro Rata Share of such Advance into

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the Unfunded Exposure Account, as applicable; provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender shall remit the Advance equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.

(c)           The Advances shall bear interest at the Yield Rate. All Advances and all interest thereon shall be due and payable in full on the Facility Maturity Date.

(d)           Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Reinvestment Period.

(e)           A determination by any Institutional Lender or Liquidity Bank of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.

(f)            Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default (other than the occurrence of a Bankruptcy Event with respect to the Borrower) or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default or on the last day of the Reinvestment Period, the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Unfunded Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02) other than an Event of Default related to a Bankruptcy Event with respect to the Borrower.

(g)          The obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.

Section 2.03Determination of Yield. Each applicable Lender Agent shall determine the Yield for its portion of the Advances (including unpaid Yield related thereto, if any, due and payable on a prior Payment Date) to be paid by the Borrower on each Payment Date for the related Remittance Period and shall advise the Servicer thereof on or prior to the third Business Day prior to such Payment Date.

Section 2.04Remittance Procedures. The Servicer shall instruct the Collateral Agent by delivery of the Servicing Report and, if the Servicer fails to do so, the Administrative Agent may instruct the Collateral Agent, to apply funds on deposit in the Controlled Accounts as described in

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this Section 2.04; provided that, at any time after the occurrence of an Event of Default, the Administrative Agent may instruct the Collateral Agent to apply funds on deposit in the Controlled Accounts as described in this Section 2.04.

(a)           Interest Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) transfer Interest Collections held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:

(i)         pari passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Fees and Collateral Agent Expenses, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Fees and Collateral Custodian Expenses and (c) the Account Bank, in payment in full of all accrued fees and expenses due under the Wells Fargo Fee Letter; provided that amounts payable with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank pursuant to this clause (i) (and Section 2.04(b)(i) and (c)(i), if applicable) shall not, collectively, exceed $50,000 for any 12-month period; provided  further that if there are any indemnification obligations owed to the Collateral Agent, the Collateral Custodian or the Account Bank which cause such amounts payable to exceed $50,000 for any 12-month period, then amounts payable pursuant to this clause (i) (and Section 2.04(b)(i) and (c)(i), if applicable) shall not, collectively, exceed $100,000 for any 12-month period;

(ii)        to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; provided that, on any Payment Date whereby the Servicer elects to waive payment of the Servicing Fee, the Servicer may be reimbursed for any reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; provided further that amounts payable in respect of any costs and expenses pursuant to this clause (ii) (and Section 2.04(b)(i) and (c)(ii), if applicable) shall not, collectively, exceed $50,000 for any 12-month period;

(iii)       to the Hedge Counterparty, any amounts (other than any Hedge Breakage Costs) owing to that Hedge Counterparty under its Hedging Agreement in respect of any Hedge Transaction(s);

(iv)       pro rata, in accordance with the amounts due under this clause, to each Lender Agent, for the account of the applicable Lender, all Yield and the Non-Usage Fee that are accrued and unpaid as of the last day of the related Remittance Period;

(v)        pro rata, to each Lender Agent (for the account of the applicable Lender) and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents;

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(vi)       (a) after the end of the Reinvestment Period, to reduce the Advances Outstanding to the extent of any outstanding Warranty Amount and (b) to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency;

(vii)      to pay the Advances Outstanding, together with any applicable Make-Whole Premium, in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b);

(viii)     pari passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to the extent not previously paid, and (c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid;

(ix)       to the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under its Hedging Agreement;

(x)        to pay any other amounts due (other than with respect to the repayment of Advances Outstanding) under this Agreement and the other Transaction Documents;

(xi)       to the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; and

(xii)      to the Borrower, any remaining amounts.

(b)           Principal Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) transfer Principal Collections held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:

(i)         to pay amounts due under Section 2.04(a)(i) through (v), to the extent not paid thereunder;

(ii)        (x) prior to the end of the Reinvestment Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Reinvestment Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;

(iii)       (w) prior to the end of the Reinvestment Period, to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency; (x) after the end of the Reinvestment Period, if the Principal Sharing Condition

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is satisfied, 85.0% of the remaining Available Collections on deposit in the Principal Collection Account shall be distributed to the Lenders to reduce the Advances Outstanding; (y) after the end of the Reinvestment Period, if the Principal Sharing Condition is satisfied, 15.0% of the remaining Available Collections on deposit in the Principal Collection Account shall be distributed to the Borrower (or at the direction of the Borrower); or (z) after the end of the Reinvestment Period if the Principal Sharing Condition is not satisfied, to pay the Advances Outstanding, and any applicable Make-Whole Premium, until paid in full;

(iv)       pari passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to the extent not previously paid, and (c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid;

(v)        to the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under its Hedging Agreement, to the extent not paid;

(vi)       first, to pay the Advances Outstanding, together with any applicable Make-Whole Premium, in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b) and then, to pay any other amounts due under this Agreement and the other Transaction Documents;

(vii)      to the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; and

(viii)     to the Borrower, any remaining amounts.

Notwithstanding the foregoing, so long as no Unmatured Event of Default or Event of Default has occurred and is continuing or would result, on any Business Day other than a Payment Date, the Borrower may direct the Collateral Agent to apply any amounts on deposit in the Principal Collection Account in accordance with Section 2.04(b)(iii)(w), (b)(iii)(x) and (b)(iii)(y) above, so long as (a) the Principal Sharing Condition is satisfied and (b) an amount at least equal to the amount required to make the payments required by Sections 2.04(b)(i) and (b)(ii) on the next Payment Date remains in the Collection Account after such application, as evidenced by the delivery of a Notice of Reduction (which notice shall include a Borrowing Base Certificate) in accordance with Section 2.18(a).

(c)           Transfers Upon the occurrence of an Event of Default. If the Borrower or the Administrative Agent has become aware that an Event of Default has occurred or, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Payment Date thereafter, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:

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(i)         pari passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Fees and Collateral Agent Expenses, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Fees and Collateral Custodian Expenses and (c) the Account Bank, in payment in full of all accrued fees and expenses due under the Wells Fargo Fee Letter; provided that amounts payable with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank pursuant to this clause (i) (and Section 2.04(a)(i) and (b)(i), if applicable) shall not, collectively, exceed $50,000 for any 12-month period; provided  further that if there are any indemnification obligations owed to the Collateral Agent, the Collateral Custodian or the Account Bank which cause such amounts payable to exceed $50,000 for any 12-month period, then amounts payable pursuant to this clause (i) (and Section 2.04(a)(i) and (b)(i), if applicable) shall not, collectively, exceed $100,000 for any 12-month period;

(ii)        to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; provided that, on any Payment Date whereby the Servicer elects to waive payment of the Servicing Fee, the Servicer may be reimbursed for any reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; provided further that amounts payable in respect of any costs and expenses pursuant to this clause (ii) (and Section 2.04(a)(ii) and (b)(i), if applicable) shall not, collectively, exceed $50,000 for any 12-month period;

(iii)       to the Hedge Counterparty, any amounts (other than any Hedge Breakage Costs) owing to that Hedge Counterparty under its Hedging Agreement in respect of any Hedge Transaction(s);

(iv)       pro rata, in accordance with the amounts due under this clause, to each Lender Agent, for the account of the applicable Lender, all Yield and the Non-Usage Fee that is accrued and unpaid as of the last day of the related Remittance Period;

(v)        pro rata, to each Lender Agent (for the account of the applicable Lender) and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents;

(vi)       to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;

(vii)      to pay the Advances Outstanding and any applicable Make-Whole Premium, until paid in full;

(viii)     pari passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to the extent not previously paid and (c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid;

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(ix)       to the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under its Hedging Agreement;

(x)        to pay any other amounts due under this Agreement and the other Transaction Documents;

(xi)       to the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; and

(xii)      to the Borrower, any remaining amounts.

(d)           Unfunded Exposure Account. As of any date of determination, funds on deposit in the Unfunded Exposure Account may be withdrawn to fund draw requests of the relevant Obligors under any Revolving Loan Asset or Delayed Draw Loan Asset; provided that, prior to the occurrence of an Event of Default, the amount withdrawn to fund such draw request shall not create any Borrowing Base Deficiency. Any such draw request made by an Obligor, along with wiring instructions for the applicable Obligor, shall be forwarded by the Borrower or the Servicer to the Collateral Agent (with a copy to the Administrative Agent and each Lender Agent) in the form of a Disbursement Request, and the Collateral Agent shall instruct the Account Bank to fund such draw request in accordance with the Disbursement Request. As of any date of determination, the Servicer (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) may cause any amounts on deposit in the Unfunded Exposure Account that exceed (i) the aggregate of all Unfunded Exposure Equity Amounts prior to the end of the Reinvestment Period and (ii) the Aggregate Unfunded Exposure Amount, in each case, to be deposited into the Principal Collection Account as Principal Collections.

(e)           Insufficiency of Funds. For the sake of clarity, the parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents.

Section 2.05Instructions to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account Bank by the Servicer, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-mail), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Section 2.04. The Servicer and the Borrower shall immediately transmit to the Administrative Agent by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to Section 2.04. The Administrative Agent shall promptly transmit to the Servicer and the Borrower by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent pursuant to Section 2.04. If either the Administrative Agent or Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Servicer under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer

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and the Collateral Agent in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two Business Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer or the Borrower which conflict with any instructions received from the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, shall rely on and follow the instructions given by the Administrative Agent.

Section 2.06          Borrowing Base Deficiency Payments.

(a)           If, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower shall, within five Business Days from the earlier of (x) the date of the Borrower or the Transferor acquiring knowledge of such failure and (y) the date of the Borrower or the Transferor receives written notice of such failure from the Administrative Agent eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency: (i) deposit cash in United States dollars into the Principal Collection Account, (ii) repay Advances Outstanding (together with any Breakage Fees, Hedge Breakage Costs and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) to the extent such sales, in conjunction with other actions, eliminate such Borrowing Base Deficiency, sell Loan Assets in accordance with Section 2.07, (iv) subject to the approval of the Administrative Agent, in its sole discretion, Pledge additional Eligible Loan Assets and/or (v) request that the Assigned Value of any Loan Asset be re-evaluated by the Administrative Agent in its sole discretion and any such revaluation is sufficient to cure the Borrowing Base Deficiency; provided, that if the Borrower requests to Pledge another Eligible Loan Asset within five Business Days of such Borrowing Base Deficiency and the Administrative Agent does not either reject such Loan Asset or approve such Loan Asset within five Business Days of the Borrower’s request to Pledge such Loan Asset, then the Administrative Agent may, in its sole discretion, elect in writing to extend the five Business Day grace period set forth in this Section 2.06 for up to seven Business Days.

(b)           No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a) the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Tape. Failure to deliver any such notice shall not affect the cure of the Borrowing Base Deficiency made pursuant to Section 2.06(a).

(c)           Notwithstanding anything in this Agreement to the contrary, (i) the failure of any representation or covenant that a Loan Asset is an Eligible Loan Asset and all failures arising therefrom shall be cured by compliance with the Borrower with the terms of this Section 2.06 and (ii) any untrue statement contained in any certification, statement or other document shall be deemed cured as of the date of such untrue statement upon delivery (within the applicable

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timeframe set forth in the applicable provision herein pursuant to which such certification, statement or other document was required to be delivered) by the Borrower or the Servicer of a certification, statement or document wherein the same subject matter is not untrue; provided that no default hereunder (other than a breach of any representation or covenant resulting from such untrue statement) can be cured pursuant to this clause (c); provided, further, that the delivery of any updated certification, statement or other document shall not cure any underlying Borrowing Base Deficiency unless the Borrower has otherwise complied with the terms of this Section 2.06.

Section 2.07          Substitution and Sale of Loan Assets; Affiliate Transactions.

(a)           Substitutions. The Borrower may, with the consent of the Administrative Agent in its sole discretion, replace any Loan Asset with an Eligible Loan Asset so long as (i) no event has occurred, or would result from such substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such substitution, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency and (ii) simultaneously therewith, the Borrower Pledges (in accordance with all of the terms and provisions contained herein) a Substitute Eligible Loan Asset.

(b)           Discretionary Sales. The Borrower shall be permitted to sell Loan Assets to Persons other than the Transferor or its Affiliates from time to time; provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof and (ii) no event has occurred, or would result from such sale, which constitutes an Event of Default, no event has occurred and is continuing, or would result from such sale, which constitutes an Unmatured Event of Default and before and after giving effect to such sale no Borrowing Base Deficiency shall exist (unless such requirements are waived by the Administrative Agent in its sole discretion or, with respect to sales effected pursuant to Section 2.06(a)(iii), such sales, in conjunction with other actions, are sufficient to eliminate such Borrowing Base Deficiency).

(c)           Repurchase or Substitution of Warranty Loan Assets. If on any day a Loan Asset is (or becomes) a Warranty Loan Asset, no later than 10 Business Days following the earlier of knowledge by the Borrower of such Loan Asset becoming a Warranty Loan Asset or receipt by the Borrower from the Administrative Agent or the Servicer of written notice thereof, the Borrower shall either:

(i)         make a deposit to the Collection Account (for allocation pursuant to Section 2.04) in immediately available funds in an amount equal to the sum of (x) the Purchase Price multiplied by the Outstanding Balance of such Loan Asset, (y) all Hedge Breakage Costs arising as a result thereof and owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (z) any expenses or fees with respect to such Loan Asset and costs and damages incurred by the Administrative Agent or by any Lender in connection with any violation by such Loan Asset of any predatory or abusive lending law which is an Applicable Law (a notification regarding the amount of such expenses or fees to be provided by the Administrative Agent to the Borrower) (the “Repurchase Price”); provided that the Administrative Agent shall have the right to determine whether the amount so deposited is sufficient to satisfy the foregoing requirements; or

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(ii)        with the prior written consent of the Administrative Agent, in its sole discretion, substitute for such Warranty Loan Asset a Substitute Eligible Loan Asset;

provided that, if the Borrower notifies the Administrative Agent no later than 10 Business Days following the earlier of knowledge by the Borrower of such Loan Asset becoming a Warranty Loan Asset or receipt by the Borrower from the Administrative Agent or the Servicer of written notice thereof, that it is incapable of either paying the Repurchase Price of such Warranty Loan Asset or finding a suitable Substitute Eligible Loan Asset, then such Warranty Loan Asset shall remain in the Collateral Portfolio (with an Assigned Value of zero) until (i) the Administrative Agent directs the Borrower to dividend such Warranty Loan Asset to the Transferor or (ii) the Borrower deposits the Repurchase Price of such Warranty Loan Asset into the Collection Account or replaces such Warranty Loan Asset with a Substitute Eligible Loan Asset. For the avoidance of doubt, (x) the inability of the Borrower to pay the Repurchase Price or replace a Warranty Loan Asset with a Substitute Eligible Loan Asset shall not be an Event of Default in and of itself (however, such an event may trigger an Event of Default otherwise listed in Section 7.01(h)) and (y) to the extent that the Borrower receives any amounts with respect to the Repurchase Price of any Warranty Loan Asset under the Purchase and Sale Agreement, either at the time any Loan Asset becomes a Warranty Loan Asset or at any time thereafter, the Borrower shall deposit all such amounts received into the Collection Account.

Upon confirmation of the deposit of the Repurchase Price into the Collection Account, the delivery by the Borrower of a Substitute Eligible Loan Asset for each Warranty Loan Asset or upon the direction of the Administrative Agent to the Borrower to dividend a Warranty Loan Asset to the Transferor (the date of such confirmation, delivery or direction, the “Release Date”), such Warranty Loan Asset and related Portfolio Assets shall be removed from the Collateral Portfolio and, as applicable, the Substitute Eligible Loan Asset and related Portfolio Assets shall be included in the Collateral Portfolio. On the Release Date of each Warranty Loan Asset, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release to the Borrower, without recourse, representation or warranty, all the right, title and interest and any Lien of the Collateral Agent, for the benefit of the Secured Parties in, to and under the Warranty Loan Asset and any related Portfolio Assets and all future monies due or to become due with respect thereto.

(d)           Conditions to Sales, Substitutions and Repurchases. Any sales, substitutions or repurchases effected pursuant to Sections 2.07(a), (b), or (c) shall be subject to the satisfaction of the following conditions (it being understood that a Borrowing Base Deficiency may be continuing in connection with any sale effected pursuant to Section 2.06(a)(iii) so long as such sales, collectively with other actions, are sufficient to eliminate such Borrowing Base Deficiency) (as certified in writing to the Administrative Agent and Collateral Agent by the Borrower):

(i)         the Borrower shall deliver a Borrowing Base Certificate and current Loan Tape to the Administrative Agent in connection with such sale, substitution or repurchase;

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(ii)        the Borrower shall deliver a list of all Loan Assets to be sold, substituted, or repurchased;

(iii)       no selection procedures adverse to the interests of the Administrative Agent, the Lender Agents or the Lenders were utilized by the Borrower in the selection of the Loan Assets to be sold, repurchased or substituted;

(iv)       the Borrower shall give one Business Day’s notice of such sale, substitution or repurchase to the Administrative Agent and the Collateral Agent;

(v)        the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any sale, substitution or repurchase;

(vi)       the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be true and correct in all respects, except to the extent relating to an earlier date;

(vii)      any repayment of Advances Outstanding in connection with any sale, substitution or repurchase of Loan Assets hereunder shall comply with the requirements set forth in Section 2.18;

(viii)     the Borrower and the Servicer (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent, each Lender, each Lender Agent, the Collateral Agent and the Collateral Custodian in connection with any such sale, substitution or repurchase (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent on behalf of the Secured Parties in the Loan Asset in connection with such sale, substitution or repurchase);

(ix)        if the Principal Sharing Condition is satisfied at the time of any sale, the Administrative Agent has given its prior written consent if such sale is for a price less than par; and

(x)        the Borrower shall pay any Hedge Breakage Costs arising as a result of such sale, substitution or repurchase and owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, if applicable, as required by the terms of any Hedging Agreement.

(e)           Affiliate Transactions. Notwithstanding anything to the contrary set forth herein or in any other Transaction Document, the Transferor (and Affiliates thereof) shall not reacquire from the Borrower and the Borrower shall not transfer to the Transferor or to Affiliates of the Transferor, and none of the Transferor nor any Affiliates thereof will have a right or ability to purchase, the Loan Assets of the Borrower without the prior written consent of the Administrative Agent other than with respect to sales pursuant to Section 2.06(a)(iii) if such sale is for a price less than the Assigned Value of such Loan Asset, and any such transactions shall be at arm’s-length and for fair market value, except in the case of repurchases of Loan Assets by the Transferor pursuant to Section 6.1 of the Purchase and Sale Agreement or substitutions of Loan Assets pursuant to Section 6.2 of the Purchase and Sale Agreement.

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(f)            Limitations on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) sold, substituted or released in a Lien Release Dividend pursuant to this Section 2.07 to the Transferor or an Affiliate thereof shall not exceed 20% of the Net Purchased Loan Balance and (ii) the Outstanding Balance of all Defaulted Loan Assets (other than Warranty Loan Assets) sold pursuant to Section 2.07(e) to the Transferor or an Affiliate, substituted pursuant to Section 2.07(a) or released pursuant to a Lien Release Dividend pursuant to Section 2.07(g) shall not exceed 10% of the Net Purchased Loan Balance; provided that any Loan Asset sold to a special purpose entity owned directly or indirectly by GCICGolub Capital BDC, Inc., including any collateralized loan obligation entity for which any such entity (collectively or on an individual basis) owns, directly or indirectly, the subordinated notes or other “equity” tranche shall be excluded from the numerator in the foregoing thresholds set forth in clauses (i) and (ii) so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940). For the avoidance of doubt, the 10% threshold set forth in this paragraph shall be a sub-limit of the 20% threshold set forth in the first paragraph of this clause (f).

(g)           Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, so long as no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor Loan Assets that were sold by the Transferor to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian):

(i)        The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days’ prior written notice requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit H hereto (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that, if the Administrative Agent shall not have responded to the Notice and Request for Consent by 11:00 a.m. on the day that is one Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent;

(ii)        On any Lien Release Dividend Date, no more than four Lien Release Dividends shall have been made during the 12-month period immediately preceding the proposed Lien Release Dividend Date;

(iii)       After giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, (D) no claim shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Required Loan Documents and (E) there shall have been no material adverse change as to the Servicer or the Borrower;

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(iv)          Such Lien Release Dividend must be in compliance with Applicable Law and may not (A) be made with the intent to hinder, delay or defraud any creditor of the Borrower or (B) leave the Borrower, immediately after giving effect to the Lien Release Dividend, (x) not Solvent, (y) with insufficient funds to pay its obligations as and when they become due or (z) with inadequate capital for its present and anticipated business and transactions;

(v)           On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend;

(vi)          A portion of a Loan Asset may be transferred pursuant to a Lien Release Dividend; provided that (A) such transfer does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian;

(vii)         Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon;

(viii)        The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) and a current Loan Tape to the Administrative Agent;

(ix)          The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and

(x)           The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable legal fees and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets in connection with such Lien Release Dividend).

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Section 2.08          Payments and Computations, Etc.

(a)           All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 1:00 p.m. on the day when due in lawful money of the United States in immediately available funds to the Collection Account or such other account as is designated by the Administrative Agent. The Borrower or the Servicer, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due to any of the Secured Parties hereunder at 4.0% per annum above the Yield Rate, payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. All computations of Yield and other fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed, other than calculations with respect to the Alternative Rate, which shall be based on a year consisting of 365 or 366 days, as applicable.

(b)           Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be.

(c)           If any Advance requested by the Borrower and approved by the Lender Agents and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto, including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Section 2.09          Non-Usage Fee. The Borrower shall pay in accordance with Section 2.04, pro rata to each Lender (either directly or through the applicable Lender Agent), a non-usage fee (the “Non-Usage Fee”) payable in arrears for each Remittance Period, equal to the sum of the products for each day during such Remittance Period of (i) one divided by 360, (ii) the applicable Non-Usage Fee Rate (as defined below), and (iii) the aggregate Commitments minus the Advances Outstanding on such day (such amount, the “Unused Portion”). The Non-Usage Fee Rate (the “Non-Usage Fee Rate”) shall be equal to (i) for the period from (and including) the Closing Date until (and excluding) the six (6) month anniversary of the Closing Date, 0.50% per annum on any Unused Portion and (ii) thereafter, 0.50% per annum on any

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Unused Portion up to or equal to $45,000,000 and 2.00% on any Unused Portion in excess of $45,000,000.

Section 2.10          Increased Costs; Capital Adequacy.

(a)           If, due to either (i) the introduction of or any change following the Closing Date (including, without limitation, any change by way of imposition or increase of reserve or liquidity requirements) in or in the interpretation, administration or application following the Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments on the immediately following Payment Date pursuant to Section 2.04; provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

(b)           If either (i) the introduction of or any change following the Closing Date in or in the interpretation, administration or application following the Closing Date of any law, guideline, rule or regulation, directive or request or (ii) the compliance by any Affected Party with any law, guideline, rule, regulation, directive or request following the Closing Date, from any central bank, any Governmental Authority or agency, including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy or liquidity, has or would have the effect of reducing the rate of return on the capital of any Affected Party, as a consequence of its obligations hereunder or any related document or arising in connection herewith or therewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy), by an amount deemed by such Affected Party to be material, then, from time to time, after demand by such Affected Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrower shall pay the Administrative Agent on behalf of such Affected Party such additional amounts as will compensate such Affected Party for such reduction on the immediately following Payment Date pursuant to Section 2.04. For the avoidance of doubt, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or

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similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.10, regardless of the date enacted, adopted or issued.

(c)           If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.10, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party on the immediately following Payment Date pursuant to Section 2.04 such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts payable or paid by it.

(d)           In determining any amount provided for in this Section 2.10, the Affected Party may use any reasonable averaging and attribution methods. The Administrative Agent, on behalf of any Affected Party making a claim under this Section 2.10, shall submit to the Borrower a certificate setting forth in reasonable detail the basis for and the computations of such additional or increased costs, which certificate shall be conclusive absent manifest error.

(e)           Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation; provided that the Borrower shall not be required to compensate such Affected Party pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Affected Party notifies the Borrower of any change set forth in clauses (a) and (b) above giving rise to such increased costs or reductions and of such Affected Party’s intention to claim compensation therefor (except that, if such change giving rise to such increased costs or reductions is retroactive, then the nine month period referred to above shall be extended to include the period of retroactive effect thereof).

(f)            If at any time the Borrower shall be liable for the payment of any additional amounts in accordance with this Section 2.10, then the Borrower shall have the option to terminate this Agreement (in accordance with the provisions of Section 2.18(b) but without the payment of any Make-Whole Premium); provided that such option to terminate shall in no event relieve the Borrower of paying any amounts owing pursuant to this Section 2.10 in accordance with the terms hereof.

Section 2.11          Taxes.

(a)           All payments made by an Obligor in respect of a Loan Asset and all payments made by the Borrower or made by the Servicer on behalf of the Borrower under this Agreement will be made free and clear of and without deduction or withholding for or on account of any Taxes. If any Taxes are required to be withheld from any amounts payable to any Indemnified Party, then the amount payable to such Person will be increased (the amount of such increase, the “Additional Amount”) such that every net payment made under this Agreement after withholding for or on account of any Taxes (including, without limitation, any Taxes on such increase) is not less than the amount that would have been paid had no such deduction or withholding been made. The foregoing obligation to pay Additional Amounts with respect to

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payments required to be made by the Borrower or Servicer under this Agreement will not, however, apply with respect to (i) Taxes imposed on or measured by net income, franchise Taxes and branch profits Taxes imposed as a result of any Indemnified Party being organized under the laws of a taxing jurisdiction in which any such Person is organized, having its principal office or, in the case of any Lender, its applicable lending office located in the jurisdiction imposing such Tax, (ii) in the case of a Lender, withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Advance pursuant to a law in effect on the date on which (A) such Lender acquires an interest in the Advance (other than pursuant to an assignment request by the Borrower) or (B) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.11, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changes its lending office, (iii) Taxes attributable to an Indemnified Party’s failure to comply with Sections 2.11(d)-(f) and (iv) any U.S. federal withholding Taxes imposed under FATCA (“Excluded Taxes”).

(b)           The Borrower will indemnify, from funds available to it pursuant to Section 2.04 (and to the extent the funds available for indemnification provided by the Borrower is insufficient the Servicer, on behalf of the Borrower, will indemnify) each Indemnified Party for the full amount of Taxes payable by such Person in respect of Additional Amounts and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. All payments in respect of this indemnification shall be made within 10 days from the date a written invoice therefor is delivered to the Borrower.

(c)           Within 30 days after the date of any payment by the Borrower or by the Servicer on behalf of the Borrower of any Taxes, the Borrower or the Servicer, as applicable, will furnish to the Administrative Agent and the Lender Agents appropriate evidence of payment thereof.

(d)           Any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN-E or IRS Form W-8BEN (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN-E or IRS Form W-8BEN (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) executed copies of IRS Form W-8ECI; (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit Q-1 to the effect that such Foreign

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Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E or IRS Form W-8BEN (as applicable); or (iv) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E or IRS Form W-8BEN (as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit Q-2 or Exhibit Q-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit Q-4 on behalf of each such direct and indirect partner.

(e)           If a payment made to a Lender under any of the Transaction Documents would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA, such Lender shall deliver to the Borrower or the Servicer at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Servicer such documentation prescribed by applicable law and such additional documentation reasonably requested by the Borrower or the Servicer as may be necessary for the Borrower or the Servicer to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(f)            Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g)           If, in connection with an agreement or other document providing liquidity support, credit enhancement or other similar support to any Lender in connection with this Agreement or the funding or maintenance of Advances hereunder, such Lender is required to compensate a bank or other financial institution in respect of Taxes under circumstances similar to those described in this Section 2.11, then, within 10 days after demand by each applicable Lender, the Borrower shall pay to such Lender on the immediately following Payment Date pursuant to Section 2.04 such additional amount or amounts as may be necessary to reimburse such Lender for any amounts paid by them.

Without prejudice to the survival of any other agreement of the Borrower and the Servicer hereunder, the agreements and obligations of the Borrower and the Servicer contained in this Section 2.11 shall survive the termination of this Agreement.

(h)           If at any time the Borrower shall be liable for the payment of any additional amounts in accordance with this Section 2.11, then the Borrower shall have the option to terminate this Agreement (in accordance with the provisions of Section 2.18(b) but without the payment of any Make-Whole Premium); provided that such option to terminate shall in no event relieve the

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Borrower of paying any amounts owing pursuant to this Section 2.11 in accordance with the terms hereof.

Section 2.12          Collateral Assignment of Agreements.  The Borrower hereby collaterally assigns to the Collateral Agent, for the benefit of the Secured Parties, all of the Borrower’s right and title to and interest in, to and under (but not any obligations under) the Purchase and Sale Agreement (and any UCC financing statements filed under or in connection therewith), any Hedging Agreement, the Loan Agreements related to each Loan Asset, all other agreements, documents and instruments evidencing, securing or guarantying any Loan Asset and all other agreements, documents and instruments related to any of the foregoing but excluding any Excluded Amounts or Retained Interest (the “Assigned Documents”). In furtherance and not in limitation of the foregoing, the Borrower hereby collaterally assigns to the Collateral Agent, for the benefit of the Secured Parties, its right to indemnification under the Purchase and Sale Agreement. The Borrower confirms that following notice from the Administrative Agent to the Borrower of the occurrence of an Event of Default until the Collection Date the Collateral Agent (at the direction of the Administrative Agent) on behalf of the Secured Parties shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase and Sale Agreement and any UCC financing statements filed under or in connection therewith for the benefit of the Secured Parties. The parties hereto agree that such collateral assignment to the Collateral Agent, for the benefit of the Secured Parties, shall terminate upon the Collection Date.

Section 2.13          Grant of a Security Interest. To secure the prompt, complete and indefeasible payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby (a) collaterally assigns and pledges to the Collateral Agent, on behalf of the Secured Parties, and (b) grants a security interest to the Collateral Agent, on behalf of the Secured Parties, in all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) all of the Collateral Portfolio (including any Hedging Agreements), whether now existing or hereafter arising or acquired by the Borrower, and wherever the same may be located. For the avoidance of doubt, the Collateral Portfolio shall not include any Excluded Amounts, and the Borrower does not hereby assign, pledge or grant a security interest in any such amounts. Anything herein to the contrary notwithstanding, (a) the Borrower shall remain liable under the Collateral Portfolio to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent, for the benefit of the Secured Parties, of any of its rights in the Collateral Portfolio shall not release the Borrower from any of its duties or obligations under the Collateral Portfolio, and (c) none of the Administrative Agent, the Collateral Agent, any Lender, any Lender Agent, any Liquidity Bank nor any Secured Party shall have any obligations or liability under the Collateral Portfolio by reason of this Agreement, nor shall the Administrative Agent, the Collateral Agent, any Lender, any Lender Agent, any Liquidity Bank nor any Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Section 2.14          Evidence of Debt. The Administrative Agent shall maintain, solely for this purpose as the agent of the Borrower, at its address referred to in Section 11.02 a copy of each

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assignment and acceptance agreement and participation agreement delivered to and accepted by it and a register for the recordation of the names and addresses and interests of the Lenders (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent, each Lender and each Lender Agent shall treat each person whose name is recorded in the Register as a Lender under this Agreement for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender Agent at any reasonable time and from time to time upon reasonable prior notice.

Section 2.15          Survival of Representations and Warranties. It is understood and agreed that the rights and remedies of the Secured Parties with respect to any breach of any of the representations and warranties set forth in Sections 4.01, 4.02 and 4.03 made on each Cut-Off Date, Advance Date, Reporting Date and any date on which Loan Assets are Pledged hereunder shall survive the pledge to the Collateral Agent hereunder and the termination of this Agreement.

Section 2.16          Release of Loan Assets.

The Lien of the Collateral Agent shall be automatically released with respect to (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) released pursuant to a Lien Release Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07, (ii) any Loan Asset (and the related Portfolio Assets pertaining thereto) with respect to which all amounts have been paid in full by the related Obligor and deposited in the Collection Account and (iii) the entire Collateral Portfolio following the Collection Date. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Servicer and at the direction of the Administrative Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice of such release to the Collateral Custodian (in the form of Exhibit L) (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the Required Loan Documents to the Borrower.

Section 2.17          Treatment of Amounts Received by the Borrower. Amounts received by the Borrower pursuant to Section 2.07 on account of Loan Assets shall be treated as payments of Principal Collections or Interest Collections, as applicable, on Loan Assets hereunder.

Section 2.18          Prepayment; Termination.

(a)           Except as expressly permitted or required herein, including, without limitation, any optional repayment by the Borrower to cure a Borrowing Base Deficiency, Advances Outstanding may only be prepaid in whole or in part at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative Agent, the Collateral Agent, the Lender Agents and the Hedge Counterparty at least one Business Day prior to such reduction. Upon any prepayment, the Borrower shall also pay in full any Hedge Breakage Costs, Breakage Fees (solely to the extent such prepayment occurs on any day other than a Payment Date) and other accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders related to such prepayment to the extent invoiced to the Borrower on or prior to such date; provided that no reduction in

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Advances Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its sole discretion, (ii) the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such reduction of the Advances Outstanding, and has paid in full all Hedge Breakage Costs owing to the relevant Hedge Counterparty for any such termination and (iii) no event would result from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Hedge Breakage Costs, to the payment of any Breakage Fees and to the pro rata reduction of the Advances Outstanding. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be irrevocable.

(b)           The Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior written notice to the Administrative Agent, the Lender Agents and any Hedge Counterparty and upon payment in full of all Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, Hedge Breakage Costs, all accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders, payment of the Make-Whole Premium pro rata to each Lender Agent (for the account of the applicable Lender) and payment of all other Obligations (other than unmatured contingent indemnification obligations); provided that no Make-Whole Premium shall be due and payable (i) in the event that a prepayment hereunder is being made in connection with the issuance of a collateralized loan obligation backed by all or a portion of the Eligible Loan Assets and such collateralized loan obligation is arranged by the Administrative Agent or any of its Affiliates and (ii) if at any time the Servicer does not consent to the Alternative Rate and, upon payment in full of all Obligations hereunder, terminates the Transaction Documents.

(c)           The Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter into this Agreement.

Section 2.19          [Reserved].

Section 2.20          Collections and Allocations.

(a)           The Collateral Agent shall promptly identify all Available Collections received in the Collection Account as being on account of Interest Collections or Principal Collections and shall segregate all Principal Collections and Interest Collections and transfer the same to the Principal Collection Account and the Interest Collection Account, respectively. The Servicer shall transfer, or cause to be transferred, any collections received directly by it (if any) to the Collection Account by the close of business within two Business Days after such Collections are received; provided that the Servicer shall identify to the Collateral Agent any collections received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Collateral Agent shall further provide to the Servicer a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Account and the Interest Collection Account no later than three Business Days after each Determination Date for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer shall remain liable for the proper allocation of the aforementioned Collections into the appropriate accounts.

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(b)          On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date.

(c)          With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent a report setting forth the calculation of such Excluded Amounts in form and substance satisfactory to the Administrative Agent and the Collateral Agent in their sole discretion.

(d)          Prior to the delivery of a Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Controlled Accounts in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in any Controlled Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Collateral Agent. All income and gain realized from any such investment, as well as any interest earned on deposits in any Controlled Account shall be distributed in accordance with the provisions of Article II hereof. The Borrower shall deposit in the Collection Account or the Unfunded Exposure Account, as the case may be (with respect to investments made hereunder of funds held therein), an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in any Controlled Account, other than with respect to fraud or their own gross negligence or willful misconduct. The parties hereto acknowledge that the Collateral Agent or any of its Affiliates may receive compensation with respect to the Permitted Investments.

(e)          Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in any Controlled Account, except to the extent explicitly set forth in Section 2.04 or Section 2.21.

Section 2.21         Reinvestment of Principal Collections.

On the terms and conditions hereinafter set forth as certified in writing to the Collateral Agent, the Lender Agents and Administrative Agent, prior to the end of the Reinvestment Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collection Account:

(a)          withdraw such funds for the purpose of reinvesting in additional Eligible Loan Assets to be Pledged hereunder; provided that the following conditions are satisfied:

(i)             all conditions precedent set forth in Section 3.04 have been satisfied;

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(ii)           no Event of Default has occurred, or would result from such withdrawal and reinvestment, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such withdrawal and reinvestment (except to the extent such Borrowing Base Deficiency would be cured in connection with the Pledge of such Loan Asset and other actions taken by the Borrower in accordance with Section 2.06);

(iii)          the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be correct in all respects, except to the extent relating to an earlier date;

(iv)          delivery of a Disbursement Request and a Borrowing Base Certificate, each executed by the Borrower and a Responsible Officer of the Servicer; and

(v)           the Collateral Agent provides to the Administrative Agent by facsimile (to be received no later than 1:30 p.m. on that same day) a statement reflecting the total amount on deposit as of the opening of business on such day in the Principal Collection Account; or

(b)          withdraw such funds for the purpose of making payments in respect of the Advances Outstanding at such time in accordance with and subject to the terms of Section 2.18.

Upon the satisfaction of the applicable conditions set forth in this Section 2.21 (as certified by the Borrower to the Collateral Agent and the Administrative Agent), the Collateral Agent will release funds from the Principal Collection Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collection Account on such day.

ARTICLE III.

CONDITIONS PRECEDENT

Section 3.01         Conditions Precedent to Effectiveness.

(a)          This Agreement shall be effective upon satisfaction of the conditions precedent that:

(i)            all reasonable up-front expenses and fees (including legal fees and any fees required under any Lender Fee Letter and the Wells Fargo Fee Letter) that are invoiced at or prior to the Closing Date shall have been paid in full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all Applicable Law;

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(ii)           in the reasonable judgment of the Administrative Agent and each Lender Agent, there not having been any change in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s entering into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;

(iii)          any and all information submitted to each Lender, each Lender Agent and the Administrative Agent by the Borrower, the Transferor, the Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;

(iv)          each Lender Agent shall have received all documentation and other information requested by such Lender Agent in its sole discretion and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to each Lender Agent;

(v)           the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender Agent;

(vi)          in the judgment of the Administrative Agent and each Lender Agent, there shall have been no material adverse change in the Borrower’s (or the Servicer’s) underwriting, servicing, collection, operating and reporting procedures and systems since the completion of due diligence by the Administrative Agent and each Lender Agent;

(vii)         the results of Administrative Agent’s financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;

(viii)        each applicable Lender Agent shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to the Commitment of the related Lender; and

(ix)          the Administrative Agent shall have received evidence that GCIC Senior Loan Fund LLC has at least $100,000,000 of equity and subordinated notes circled as of the Closing Date.

(b)          By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided, that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.

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Section 3.02         Conditions Precedent to All Advances. Each Advance (including the Initial Advance, except as explicitly set forth below) to the Borrower from the Lenders shall be subject to the further conditions precedent that:

(a)          On the Advance Date of such Advance, the following statements shall be true and correct, and the Borrower by accepting any amount of such Advance shall be deemed to have certified that:

(i)             the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Custodian and the Collateral Agent) no later than 2:00 p.m. on the date of such Advance: (A) a Notice of Borrowing, (B) a Borrowing Base Certificate, (C) a Loan Tape, (D) an Approval Notice (for any such Loan Asset added to the Collateral Portfolio on the related Advance Date) and (E) except with respect to an Advance under Section 2.02(f), such additional information as may be reasonably requested by the Administrative Agent and an executed copy of each assignment and assumption agreement, transfer document or instrument (including any Loan Assignment) relating to each Loan Asset to be Pledged evidencing the assignment of such Loan Asset from any prior third party owner thereof directly to the Borrower (other than in the case of any Loan Asset acquired by the Borrower at origination);

(ii)            except with respect to an Advance under Section 2.02(f), the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Advance Date, a faxed or e-mailed copy of the duly executed original promissory notes of the Loan Assets (and, in the case of any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (in the form of Exhibit I) from the closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents; provided that, notwithstanding the foregoing, the Borrower shall cause (x) the Loan Asset Checklist and the Required Loan Documents (other than the Transferor Agented Required Loan Documents) to be in the possession of the Collateral Custodian within five Business Days of any related Cut-Off Date as to any Loan Assets and (y) the Transferor Agented Required Loan Documents to be in the possession of the Collateral Custodian within thirty days of any related Cut-Off Date as to any Loan Assets;

(iii)           the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects, and (except with respect to an Advance required by Section 2.02(f)) there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Advance to take place on such Advance Date and to the application of proceeds therefrom, on and as of such day as though made on and as of such date (other than any representation and warranty that is made as of a specific date);

(iv)           no Event of Default has occurred, or would result from such Advance, no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Advance;

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(v)            no event has occurred and is continuing, or would result from such Advance, which constitutes a Servicer Termination Event or any event which, if it continues uncured, will, with notice or lapse of time, constitute a Servicer Termination Event;

(vi)          since the Closing Date, no material adverse change has occurred on the assets, liabilities, financial condition, business or operations of the Servicer, or in the ability of the Servicer, Transferor or the Borrower to perform its obligations under any Transaction Document;

(vii)         no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Advance Date; and

(viii)        all terms and conditions of the Purchase and Sale Agreement required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Advance Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed.

(b)          The Administrative Agent shall have provided an Approval Notice to the Borrower for each of the Eligible Loan Assets identified in the applicable Loan Tape for inclusion in the Collateral Portfolio on the applicable Advance Date.

(c)          No Applicable Law shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances by any Lender or the proposed Pledge of Eligible Loan Assets in accordance with the provisions hereof.

(d)          Except with respect to an Advance required by Section 2.02(f), the proposed Advance Date shall take place during the Reinvestment Period and the Facility Maturity Date has not yet occurred.

(e)          The Borrower shall have paid all fees then required to be paid, including all fees required hereunder and under the applicable Lender Fee Letters and the Wells Fargo Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, each Lender Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the reasonable attorneys’ fees and any other legal and document preparation costs incurred by the Lenders, the Administrative Agent and each Lender Agent.

The failure of the Borrower to satisfy any of the foregoing conditions precedent in respect of any Advance shall give rise to a right of the Administrative Agent and the applicable Lender

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Agent, which right may be exercised at any time on the demand of the applicable Lender Agent, to rescind the related Advance and direct the Borrower to pay to the applicable Lender Agent for the benefit of the applicable Lender an amount equal to the Advances made during any such time that any of the foregoing conditions precedent were not satisfied.

Section 3.03          Advances Do Not Constitute a Waiver.  No Advance made hereunder shall constitute a waiver of any condition to any Lender’s obligation to make such an Advance unless such waiver is in writing and executed by such Lender.

Section 3.04          Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset pursuant to Section 2.06, a Substitute Eligible Loan Asset pursuant to Section 2.07(a) or (c), an additional Eligible Loan Asset pursuant to Section 2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified to the Collateral Agent by the Borrower):

(a)           the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Collateral Custodian and the Collateral Agent) no later than 5:00 p.m. on the date that is one Business Day prior to the related Cut-Off Date: (A) a Borrowing Base Certificate, (B) a Loan Tape, (C) an Approval Notice (for each Loan Asset added to the Collateral Portfolio on the related Cut-Off Date) and (D) such additional information as may be reasonably requested by the Administrative Agent and an executed copy of each assignment and assumption agreement, transfer document or instrument (including any Loan Assignment) relating to each Loan Asset to be pledged evidencing the assignment of such Loan from any prior third party owner thereof directly to the Borrower (other than in the case of any Loan Asset acquired by the Borrower at origination);

(b)           the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. one Business Day prior to the related Cut-Off Date, a faxed or e-mailed copy of the duly executed original promissory notes of the Loan Assets (and, in the case of any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate (in the form of Exhibit I) from the closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents; provided that, notwithstanding the foregoing, the Borrower shall cause (x) the Loan Asset Checklist and the Required Loan Documents (other than the Transferor Agented Required Loan Documents) to be in the possession of the Collateral Custodian within five Business Days of any related Cut-Off Date as to any Loan Assets and (y) the Transferor Agented Required Loan Documents to be in the possession of the Collateral Custodian within thirty days of any related Cut-Off Date as to any Loan Assets;

(c)           no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on such Cut-Off Date;

(d)           all terms and conditions of the Purchase and Sale Agreement required to be satisfied in connection with the assignment of each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent,

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for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or performed;

(e)           the Administrative Agent shall have provided an Approval Notice to the Borrower for each of the Eligible Loan Assets identified in the applicable Loan Tape for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;

(f)            no Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency); and

(g)           the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date, on and as of such day as though made on and as of such date (other than any representation and warranty that is made as of a specific date).

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

Section 4.01          Representations and Warranties of the Borrower. The Borrower hereby represents and warrants, as of the Closing Date, as of each applicable Cut-Off Date, as of each applicable Advance Date, as of each Reporting Date and as of each other date provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to be) made (unless a specific date is specified below):

(a)           Organization, Good Standing and Due Qualification. The Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has the power and all licenses necessary to own its assets and to transact the business in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction where the transaction of such business or its ownership of the Loan Assets and the Collateral Portfolio requires such qualification; except in each case, to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b)           Power and Authority; Due Authorization; Execution and Delivery. The Borrower has the power, authority and legal right to make, deliver and perform this Agreement and each of the Transaction Documents to which it is a party and all of the transactions contemplated hereby and thereby, and has taken all necessary limited liability company action to authorize the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party, and to grant to the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collateral Portfolio on the terms and conditions of this Agreement, subject only to Permitted Liens.

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(c)           Binding Obligation. This Agreement and each of the Transaction Documents to which the Borrower is a party constitutes the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by Bankruptcy Laws and by general principles of equity (whether such enforceability is considered in a proceeding in equity or at law).

(d)           All Consents Required. No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Governmental Authority, bureau or agency is required in connection with the execution, delivery or performance by the Borrower of this Agreement or any Transaction Document to which it is a party or the validity or enforceability of this Agreement or any such Transaction Document or the Loan Assets or the transfer of an ownership interest or security interest in such Loan Assets, other than such as have been met or obtained and are in full force and effect.

(e)           No Violation. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a Party and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto in connection with the Pledge of the Collateral Portfolio will not (i) create any Lien on the Collateral Portfolio other than Permitted Liens, (ii) violate any Applicable Law or the certificate of formation or limited liability company agreement of the Borrower or (iii) violate any contract or other agreement to which the Borrower is a party or by which the Borrower or any property or assets of the Borrower may be bound.

(f)            No Proceedings. There is no litigation or administrative proceeding or investigation pending or, to the knowledge of the Borrower, threatened against the Borrower or any properties of the Borrower, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which the Borrower is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Borrower is a party or (iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.

(g)           Selection Procedures. In selecting the Loan Assets to be Pledged pursuant to this Agreement, no selection procedures were employed which are intended to be adverse to the interests of the Lenders.

(h)           Pledge of Collateral Portfolio. Except as otherwise expressly permitted by the terms of this Agreement, no item of Collateral Portfolio has been sold, transferred, assigned or pledged by the Borrower to any Person, other than as contemplated by Article II and the Pledge of such Collateral Portfolio to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms of this Agreement.

(i)            Indebtedness. The Borrower has no Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (i) Indebtedness incurred under the terms of the Transaction Documents and (ii) Indebtedness incurred pursuant to certain ordinary business expenses arising pursuant to the transactions contemplated by this Agreement and the other Transaction Documents.

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(j)            Sole Purpose. The Borrower has been formed solely for the purpose of engaging in transactions of the types contemplated by this Agreement, and has not engaged in any business activity other than the negotiation, execution and to the extent applicable, performance of this Agreement and the transactions contemplated by the Transaction Documents.

(k)           No Injunctions. No injunction, writ, restraining order or other order of any nature adversely affects the Borrower’s performance of its obligations under this Agreement or any Transaction Document to which the Borrower is a party.

(l)            Taxes. The Borrower has filed or caused to be filed (on a consolidated basis or otherwise) on a timely basis all tax returns (including, without limitation, all foreign, federal, state, local and other tax returns) required to be filed by it, is not liable for Taxes payable by any other Person and has paid or made adequate provisions for the payment of all Taxes, assessments and other governmental charges due and payable from the Borrower except for those Taxes being contested in good faith by appropriate proceedings and in respect of which it has established proper reserves on its books. No Tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such Tax, assessment or other governmental charge. Any Taxes, fees and other governmental charges due and payable by the Borrower in connection with the execution and delivery of this Agreement and the other Transaction Documents and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due. Notwithstanding the foregoing, if (i) an amount of unpaid Taxes of the Borrower is less than $25,000 in the aggregate and (ii) such unpaid Taxes do not have a material adverse effect on any Secured Party, then the representation and warranties set forth in this Section 4.01(l) shall not be deemed to be incorrect on account of such unpaid Taxes.

(m)          Location. The Borrower’s location (within the meaning of Article 9 of the UCC) is Delaware. The chief executive office of the Borrower (and the location of the Borrower’s records regarding the Collateral Portfolio (other than those delivered to the Collateral Custodian)) is located at the address set forth in Section 11.02 (or at such other address as shall be designated by such party in a written notice to the other parties hereto).

(n)           Tradenames. The Borrower has not changed its name since its formation and does not have tradenames, fictitious names, assumed names or “doing business as” names under which it has done or is doing business.

(o)           Solvency. The Borrower is not the subject of any Bankruptcy Proceedings or Bankruptcy Event. The Borrower is Solvent, and the transactions under this Agreement and any other Transaction Document to which the Borrower is a party do not and will not render the Borrower not Solvent. The Borrower is paying its debts as they become due (subject to any applicable grace period); and the Borrower, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business.

(p)           No Subsidiaries. The Borrower has no Subsidiaries other than in connection with retaining equity pursuant to Section 6.05.

(q)           Value Given. The Borrower has given fair consideration and reasonably equivalent value to the Transferor in exchange for the purchase of the Loan Assets (or any number

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of them) from the Transferor pursuant to the Purchase and Sale Agreement. No such transfer has been made for or on account of an antecedent debt owed by the Borrower to the Transferor and no such transfer is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.

(r)            Reports Accurate. All Servicer’s Certificates, Servicing Reports, Notices of Borrowing, Borrowing Base Certificates and other written or electronic information, exhibits, financial statements, documents, books, records or reports furnished by the Borrower (or the Servicer on its behalf) to the Administrative Agent, the Collateral Agent, the Lenders, the Lender Agents, or the Collateral Custodian in connection with this Agreement are, as of their date, accurate, true and correct in all material respects and no such document or certificate omits to state a material fact or any fact necessary to make the statements contained therein not misleading in all material respects; provided that, solely with respect to written or electronic information furnished by the Servicer which was provided to the Servicer from an Obligor with respect to a Loan Asset, such information need only be accurate, true and correct to the knowledge of the Borrower; provided, further, that the foregoing proviso shall not apply to any information from an Obligor presented in a Servicer’s Certificate, Servicing Report, Notice of Borrowing or Borrowing Base Certificate, it being understood that any Senior Leverage Ratio or Interest Coverage Ratio included in a Servicing Report which is calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement shall be deemed to be true and correct in all material respects for purposes of this representation.

(s)           Exchange Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or in the other Transaction Documents (including, without limitation, the use of proceeds from the sale of the Collateral Portfolio) will violate or result in a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase, and no proceeds from the Advances will be used to carry or purchase, any “margin stock” within the meaning of Regulation U or to extend “purpose credit” within the meaning of Regulation U.

(t)            No Adverse Agreements. There are no agreements in effect adversely affecting the rights of the Borrower to make, or cause to be made, the grant of the security interest in the Collateral Portfolio contemplated by Section 2.13.

(u)           Event of Default/Unmatured Event of Default. No event has occurred which constitutes an Event of Default, and no event has occurred and is continuing which constitutes an Unmatured Event of Default (other than any Event of Default or Unmatured Event of Default which has previously been disclosed to the Administrative Agent as such).

(v)           Servicing Standard. Each of the Loan Assets was underwritten or acquired and is being serviced in conformance with the standard underwriting, credit, collection, operating and reporting procedures and systems of the Servicer or the Transferor.

(w)          ERISA. The present value of all benefits vested under each “employee pension benefit plan” as such term is defined in Section 3(2) of ERISA, other than a Multiemployer

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Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate of the Borrower or to which the Borrower or any ERISA Affiliate of the Borrower contributes or has an obligation to contribute, or has any liability (each, a “Pension Plan”), does not exceed the value of the assets of the Pension Plan allocable to such vested benefits (based on the value of such assets as of the last annual valuation date) determined in accordance with the assumptions used for funding such Pension Plan pursuant to Sections 412 and 430 of the Code. No prohibited transactions, failure to meet the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the Code (with respect to any Pension Plan other than a Multiemployer Plan), withdrawals or reportable events have occurred with respect to any Pension Plan that, in the aggregate, could subject the Borrower to any material tax, penalty or other liability. No notice of intent to terminate a Pension Plan has been filed, nor has any Pension Plan been terminated under Section 4041(f) of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a trustee to administer, a Pension Plan and no event has occurred or condition exists that might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan.

(x)           Allocation of Charges. There is not any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges; provided that it is understood and acknowledged that the Borrower will be consolidated with the Transferor for tax purposes.

(y)           Broker-Dealer. The Borrower is not a broker-dealer or subject to the Securities Investor Protection Act of 1970.

(z)           Instructions to Obligors. The Collection Account is the only account to which Obligors have been instructed by the Borrower, or the Servicer on the Borrower’s behalf, to send Principal Collections and Interest Collections on the Collateral Portfolio. The Borrower has not granted any Person other than the Collateral Agent, on behalf of the Secured Parties, an interest in the Collection Account.

(aa)         Investment Company Act. The Borrower is not required to register as an “investment company” under the provisions of the 1940 Act.

(bb)        Compliance with Law. The Borrower has complied in all respects with all Applicable Law to which it may be subject, and no item of the Collateral Portfolio contravenes any Applicable Law (including, without limitation, all applicable predatory and abusive lending laws, laws, rules and regulations relating to licensing, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy).

(cc)        Collections. The Borrower acknowledges that all Available Collections received by it or its Affiliates with respect to the Collateral Portfolio Pledged hereunder are held and shall be held in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties until deposited into the Collection Account within two Business Days after receipt as required herein.

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(dd)        Set-Off, etc. No Loan Asset in the Collateral Portfolio has been compromised, adjusted, extended, satisfied, subordinated, rescinded, set-off or modified by the Borrower, the Transferor or the Obligor thereof, and no Loan Asset in the Collateral Portfolio is subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning the Collateral Portfolio or otherwise, by the Borrower, the Transferor or the Obligor with respect thereto, except, in each case, for amendments, extensions and modifications, if any, to such Collateral Portfolio otherwise permitted pursuant to Section 6.04(a) of this Agreement and in accordance with the Servicing Standard.

(ee)         Full Payment. As of the applicable Cut-Off Date thereof, the Borrower has no knowledge of any fact which should lead it to expect that any Loan Asset will not be paid in full.

(ff)          Environmental. With respect to each item of Underlying Collateral as of the applicable Cut-Off Date for the Loan Asset related to such Underlying Collateral, to the actual knowledge of a Responsible Officer of the Borrower: (a) the related Obligor’s operations comply in all material respects with all applicable Environmental Laws; (b) none of the related Obligor’s operations is the subject of a federal or state investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (c) the related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment. As of the applicable Cut-Off Date for the Loan Asset related to such Underlying Collateral, none of the Borrower, the Transferor nor the Servicer has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral, nor does any such Person have knowledge or reason to believe that any such notice will be received or is being threatened.

(gg)        Sanctions. None of the Borrower, any Person directly or indirectly Controlling the Borrower nor any Person directly or indirectly Controlled by the Borrower and, to the Borrower’s knowledge, no Related Party of the foregoing (i) is a Sanctioned Person; (ii) is controlled by or is acting on behalf of a Sanctioned Person; (iii) is, to the Borrower’s knowledge, under investigation for an alleged breach of Sanction(s) by a governmental authority that enforces Sanctions; or (iv) will fund any repayment of the Obligations with proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause any Lender or any other party to this Agreement, or any Related Party, to be in breach of any Sanctions. To each such Person’s knowledge, no investor in such Person is a Sanctioned Person. Each Person will notify each Lender and Administrative Agent in writing not more than one (1) Business Day after becoming aware of any breach of this section.

(hh)         Confirmation from Transferor. The Borrower has received in writing from the Transferor confirmation that the Transferor will not cause the Borrower to file a voluntary bankruptcy petition under the Bankruptcy Code.

(ii)           Beneficial Ownership Certification. As of its date of delivery, the information included in the Beneficial Ownership Certification is true and correct in all respects.

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(jj)           Security Interest.

(i)           This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Portfolio in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower;

(ii)          the Collateral Portfolio is comprised of “instruments”, “security entitlements”, “general intangibles”, “accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or “insurance” (each as defined in the applicable UCC) and/or such other category of collateral under the applicable UCC as to which the Borrower has complied with its obligations under this Section 4.01(jj);

(iii)         with respect to that portion of the Collateral Portfolio that constitute “security entitlements”:

a.            all of such security entitlements have been credited to one of the Controlled Accounts and the securities intermediary for each Controlled Account has agreed to treat all assets credited to such Controlled Account as “financial assets” within the meaning of the applicable UCC;

b.            the Borrower has taken all steps necessary to cause the securities intermediary to identify in its records the Collateral Agent and the Borrower, for the benefit of the Secured Parties, as the Person having a security entitlement against the securities intermediary in each of the Controlled Accounts; and

c.            the Controlled Accounts are not in the name of any Person other than the Borrower, subject to the lien of the Collateral Agent, for the benefit of the Secured Parties. The securities intermediary of any Controlled Account which is a “securities account” under the UCC has agreed to comply with the entitlement orders and instructions of the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, upon the delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of cash in Permitted Investments.

(iv)         all Controlled Accounts constitute “securities accounts” or “deposit accounts” as defined in the applicable UCC;

(v)          with respect to any Controlled Account which constitutes a “deposit account” as defined in the applicable UCC, the Borrower, the Account Bank and the Collateral Agent, on behalf of the Secured Parties, have entered into an account control

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agreement which permits the Collateral Agent on behalf of the Secured Parties to direct disposition of the funds in such deposit account;

(vi)         the Borrower owns and has good and marketable title to (or, with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Portfolio free and clear of any Lien (other than Permitted Liens) of any Person;

(vii)        the Borrower has received all consents and approvals required by the terms of any Loan Asset to the granting of a security interest in the Loan Assets hereunder to the Collateral Agent, on behalf of the Secured Parties;

(viii)       the Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral Portfolio and that portion of the Loan Assets in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement;

(ix)         other than as expressly permitted by the terms of this Agreement and the security interest granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral Portfolio. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral Portfolio other than any financing statement (A) relating to the security interests granted to the Borrower under the Purchase and Sale Agreement, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the Closing Date. The Borrower is not aware of the filing of any judgment or Tax lien filings against the Borrower;

(x)           all original executed copies of each underlying promissory note that constitute or evidence each Loan Asset has been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;

(xi)         other than in the case of Noteless Loan Assets, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian, as the bailee of the Collateral Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral Agent, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 12.11 may serve as such acknowledgement;

(xii)        none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent, on behalf of the Secured Parties;

(xiii)       with respect to any Collateral Portfolio that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specially

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Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such certificated security; and

(xiv)      with respect to any Collateral Portfolio that constitutes an “uncertificated security”, that the Borrower shall cause the issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security.

Section 4.02          Representations and Warranties of the Borrower Relating to the Agreement and the Collateral Portfolio. The Borrower hereby represents and warrants, as of the Closing Date, as of each applicable Cut-Off Date, as of each applicable Advance Date, as of each Reporting Date and any date which Loan Assets are Pledged hereunder and as of each other date provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to be) made:

(a)           Valid Transfer and Security Interest. This Agreement constitutes a grant of a security interest in all of the Collateral Portfolio to the Collateral Agent, for the benefit of the Secured Parties, which is a valid and first priority perfected security interest in the Loan Assets forming a part of the Collateral Portfolio and in that portion of the Loan Assets in which a security interest may be perfected by filing, subject only to Permitted Liens. No Person claiming through or under the Borrower shall have any claim to or interest in the Controlled Accounts.

(b)           Eligibility of Collateral Portfolio. (i) The Loan Tape and the information contained in each Notice of Borrowing is an accurate and complete listing of all the Loan Assets contained in the Collateral Portfolio as of the related Cut-Off Date and the information contained therein with respect to the identity of such item of Collateral Portfolio and the amounts owing thereunder is true and correct as of the related Cut-Off Date, (ii) each Loan Asset designated on any Borrowing Base Certificate as an Eligible Loan Asset and each Loan Asset included as an Eligible Loan Asset in any calculation of the Borrowing Base or the Borrowing Base Deficiency is an Eligible Loan Asset and (iii) with respect to each item of Collateral Portfolio, all consents, licenses, approvals or authorizations of or registrations or declarations of any Governmental Authority or any Person required to be obtained, effected or given by the Borrower in connection with the transfer of a security interest in each item of Collateral Portfolio to the Collateral Agent, for the benefit of the Secured Parties, have been duly obtained, effected or given and are in full force and effect. For the avoidance of doubt, any inaccurate representation that a Loan Asset is an Eligible Loan Asset hereunder or under any other Transaction Document shall not constitute an Event of Default if the Borrower complies with Section 2.07(c) hereunder.

(c)           No Fraud. Each Loan Asset was originated without any fraud or misrepresentation by the Transferor or, to the best of the Borrower’s knowledge, on the part of the Obligor.

Section 4.03          Representations and Warranties of the Servicer. The Servicer hereby represents and warrants, as of the Closing Date, as of each applicable Cut-Off Date, as of each applicable Advance Date, as of each Reporting Date and as of each other date provided under this

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Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to be) made:

(a)           Organization and Good Standing. The Servicer has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with all requisite limited liability company power and authority to own or lease its properties and to conduct its business as such business is presently conducted and to enter into and perform its obligations pursuant to this Agreement.

(b)           Due Qualification. The Servicer is duly qualified to do business as a limited liability company and is in good standing as a limited liability company, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property and or the conduct of its business requires such qualification, licenses or approvals except where failure to be in good standing or obtain such licenses or approvals would not reasonably be expected to have a Material Adverse Effect.

(c)           Power and Authority; Due Authorization; Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right to (a) execute and deliver this Agreement and the other Transaction Documents to which it is a party, and (b) carry out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary limited liability company action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party. This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.

(d)           Binding Obligation. This Agreement and each other Transaction Document to which the Servicer is a party constitutes a legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its respective terms, except as such enforceability may be limited by Bankruptcy Laws and general principles of equity (whether considered in a suit at law or in equity).

(e)           No Violation. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Servicer’s certificate of formation or limited liability company agreement or any contractual obligation of the Servicer, (ii) result in the creation or imposition of any Lien upon any of the Servicer’s properties pursuant to the terms of any such contractual obligation, other than this Agreement, or (iii) violate any Applicable Law.

(f)            No Proceedings. There is no litigation, proceeding or investigation pending or, to the knowledge of the Servicer, threatened against the Servicer, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which the Servicer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Servicer is a party or (iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.

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(g)           All Consents Required. All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority (if any) required for the due execution, delivery and performance by the Servicer of this Agreement and any other Transaction Document to which the Servicer is a party have been obtained.

(h)           Reports Accurate. No Servicer’s Certificate, Servicing Report, Notice of Borrowing, Borrowing Base Certificate, information, exhibit, financial statement, document, book, record or report furnished by the Servicer to the Administrative Agent, the Collateral Agent, the Lenders, the Lender Agents, or the Collateral Custodian in connection with this Agreement is inaccurate in any material respect as of the date it is dated, and no such document contains any material misstatement of fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading in any material respect; provided that, solely with respect to written or electronic information furnished by the Servicer which was provided to the Servicer from an Obligor with respect to a Loan Asset, such information need only be accurate, true and correct to the knowledge of the Servicer; provided, further, that the foregoing proviso shall not apply to any information from an Obligor presented in a Servicer’s Certificate, Servicing Report, Notice of Borrowing or Borrowing Base Certificate, it being understood that any Senior Leverage Ratio or Interest Coverage Ratio included in a Servicing Report which is calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement shall be deemed to be true and correct in all material respects for purposes of this representation.

(i)            Servicing Standard. The Servicer has complied in all respects with the Servicing Standard with regard to the servicing of the Loan Assets.

(j)            Collections. The Servicer acknowledges that all Available Collections received by it or its Affiliates with respect to the Collateral Portfolio transferred or Pledged hereunder are held and shall be held in trust for the benefit of the Secured Parties until deposited into the Collection Account within two Business Days from receipt as required herein.

(k)           [Reserved].

(l)            Solvency. The Servicer is not the subject of any Bankruptcy Proceedings or Bankruptcy Event. The transactions under this Agreement and any other Transaction Document to which the Servicer is a party do not and will not render the Servicer not Solvent.

(m)          Taxes. The Servicer has filed or caused to be filed all tax returns that are required to be filed by it (subject to any extensions to file properly obtained by the same). The Servicer has paid or made adequate provisions for the payment of all Taxes and all assessments made against it or any of its property (other than any amount of Tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Servicer), and no Tax lien has been filed and no claim is being asserted with respect to any such Tax, assessment or other charge. Notwithstanding the foregoing, if (i) an amount of unpaid Taxes of the Servicer (or Taxes with respect to its property) is less than $25,000 in the aggregate and (ii) such unpaid Taxes do not

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have an adverse effect on any Secured Party, then the representation and warranties set forth in this Section 4.03(m) shall not be deemed to be incorrect on account of such unpaid Taxes.

(n)           Exchange Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or the other Transaction Documents (including, without limitation, the use of the Proceeds from the sale of the Collateral Portfolio) will violate or result in a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II.

(o)           Security Interest. The Servicer will take all steps necessary to ensure that the Borrower has granted a security interest (as defined in the UCC) to the Collateral Agent, for the benefit of the Secured Parties, in the Collateral Portfolio, which is enforceable in accordance with Applicable Law upon execution and delivery of this Agreement and such security interest is a valid and first priority perfected security interest in the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing (except for any Permitted Liens). All filings (including, without limitation, such UCC filings) as are necessary for the perfection of the Secured Parties’ security interest in the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing have been (or prior to the applicable Advance will be) made.

(p)           ERISA. The present value of all benefits vested under each “employee pension benefit plan” as such term is defined in Section 3(2) of ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Servicer or any ERISA Affiliate of the Servicer or to which the Servicer or any ERISA Affiliate of the Servicer contributes or has an obligation to contribute, or has any liability (each, a “Servicer Pension Plan”) does not exceed the value of the assets of the Servicer Pension Plan allocable to such vested benefits (based on the value of such assets as of the last annual valuation date) determined in accordance with the assumptions used for funding such Servicer Pension Plan pursuant to Sections 412 and 430 of the Code. No prohibited transactions, failure to meet the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the Code (with respect to any Servicer Pension Plan other than a Multiemployer Plan), withdrawals or reportable events have occurred with respect to any Servicer Pension Plan that, in the aggregate, could subject the Servicer to any material tax, penalty or other liability. No notice of intent to terminate a Servicer Pension Plan has been filed, nor has any Servicer Pension Plan been terminated under Section 4041(f) of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a trustee to administer, a Servicer Pension Plan and no event has occurred or condition exists that might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Servicer Pension Plan.

(q)           Sanctions. None of the Servicer, any Person directly or indirectly Controlling the Servicer nor any Person directly or indirectly Controlled by the Servicer and, to the Servicer’s knowledge, no Related Party of the foregoing (i) is a Sanctioned Person; (ii) is controlled by or is acting on behalf of a Sanctioned Person; (iii) is, to the Servicer’s knowledge, under investigation for an alleged breach of Sanction(s) by a governmental authority that enforces Sanctions; or (iv) will fund any repayment of the Obligations with proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause any Lender or any

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other party to this Agreement, or any Related Party, to be in breach of any Sanctions. To each Person’s knowledge, no investor in such Person is a Sanctioned Person. Each Person will notify each Lender and Administrative Agent in writing not more than one (1) Business Day after becoming aware of any breach of this section.

(r)            Environmental. With respect to each item of Underlying Collateral, to the actual knowledge of a Responsible Officer of the Servicer: (a) the related Obligor’s operations comply in all material respects with all applicable Environmental Laws; (b) none of the related Obligor’s operations is the subject of a Federal or state investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (c) the related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment. The Servicer has not received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral, nor does the Servicer have knowledge or reason to believe that any such notice will be received or is being threatened.

(s)            No Injunctions. No injunction, writ, restraining order or other order of any nature adversely affects the Servicer’s performance of its obligations under this Agreement or any Transaction Document to which the Servicer is a party.

(t)            Instructions to Obligors. The Collection Account is the only account to which Obligors have been instructed by the Servicer on the Borrower’s behalf to send Principal Collections and Interest Collections on the Collateral Portfolio.

(u)           Allocation of Charges. There is not any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges; provided that it is understood and acknowledged that the Borrower will be consolidated with the Transferor for tax purposes.

(v)           Servicer Termination Event. No event has occurred which constitutes a Servicer Termination Event (other than any Servicer Termination Event which has previously been disclosed to the Administrative Agent as such).

(w)          Broker-Dealer. The Servicer is not a broker-dealer or subject to the Securities Investor Protection Act of 1970.

(x)           Compliance with Applicable Law. The Servicer has complied in all respects with all Applicable Law to which it may be subject, and no item in the Collateral Portfolio contravenes in any respect any Applicable Law.

Section 4.04          Representations and Warranties of the Collateral Agent. The Collateral Agent in its individual capacity and as Collateral Agent represents and warrants as follows:

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(a)           Organization; Power and Authority. It is a duly organized and validly existing national banking association in good standing under the laws of the United States. It has full corporate power, authority and legal right to execute, deliver and perform its obligations as Collateral Agent under this Agreement.

(b)           Due Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have been duly authorized by all necessary association action on its part, either in its individual capacity or as Collateral Agent, as the case may be.

(c)           No Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with, result in any breach of its articles of incorporation or bylaws or any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Collateral Agent is a party or by which it or any of its property is bound.

(d)           No Violation. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with or violate, in any respect, any Applicable Law.

(e)           All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Collateral Agent, required in connection with the execution and delivery of this Agreement, the performance by the Collateral Agent of the transactions contemplated hereby and the fulfillment by the Collateral Agent of the terms hereof have been obtained.

(f)            Validity, Etc. The Agreement constitutes the legal, valid and binding obligation of the Collateral Agent, enforceable against the Collateral Agent in accordance with its terms, except as such enforceability may be limited by applicable Bankruptcy Laws and general principles of equity (whether considered in a suit at law or in equity).

Section 4.05          Representations and Warranties of each Lender. Each Lender hereby individually represents and warrants, as to itself, that it is (a) either a Qualified Institutional Buyer under Rule 144A of the Securities Act or an institutional “Accredited Investor” as defined in Rule 501(a)(1)-(3) or (7) under the Securities Act and (b) a “qualified purchaser” under the 1940 Act.

Section 4.06          Representations and Warranties of the Collateral Custodian. The Collateral Custodian in its individual capacity and as Collateral Custodian represents and warrants as follows:

(a)           Organization; Power and Authority. It is a duly organized and validly existing national banking association in good standing under the laws of the United States. It has full corporate power, authority and legal right to execute, deliver and perform its obligations as Collateral Custodian under this Agreement.

(b)           Due Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have been duly authorized by all necessary

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association action on its part, either in its individual capacity or as Collateral Custodian, as the case may be.

(c)           No Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with, result in any breach of its articles of incorporation or bylaws or any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Collateral Custodian is a party or by which it or any of its property is bound.

(d)           No Violation. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with or violate, in any respect, any Applicable Law.

(e)           All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Collateral Custodian, required in connection with the execution and delivery of this Agreement, the performance by the Collateral Custodian of the transactions contemplated hereby and the fulfillment by the Collateral Custodian of the terms hereof have been obtained.

(f)            Validity, Etc. The Agreement constitutes the legal, valid and binding obligation of the Collateral Custodian, enforceable against the Collateral Custodian in accordance with its terms, except as such enforceability may be limited by applicable Bankruptcy Laws and general principles of equity (whether considered in a suit at law or in equity).

ARTICLE V.

GENERAL COVENANTS

Section 5.01          Affirmative Covenants of the Borrower.

From the Closing Date until the Collection Date:

(a)           Organizational Procedures and Scope of Business. The Borrower will observe all organizational procedures required by its certificate of formation, limited liability company agreement and the laws of its jurisdiction of formation. Without limiting the foregoing, the Borrower will limit the scope of its business to: (i) the acquisition of Eligible Loan Assets and the ownership and management of the Portfolio Assets and the related assets in the Collateral Portfolio; (ii) the sale, transfer or other disposition of Loan Assets as and when permitted under the Transaction Documents; (iii) entering into and performing under the Transaction Documents; (iv) consenting or withholding consent as to proposed amendments, waivers and other modifications of the Loan Agreements to the extent not in conflict with the terms of this Agreement or any other Transaction Document; (v) exercising any rights (including but not limited to voting rights and rights arising in connection with a Bankruptcy Event with respect to an Obligor or the consensual or non-judicial restructuring of the debt or equity of an Obligor) or remedies in connection with the Loan Assets and participating in the committees (official or otherwise) or other groups formed by creditors of an Obligor to the extent not in conflict with the terms of this Agreement or any other Transaction Document; and (vi) engaging in any activity and to exercise

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any powers permitted to limited liability companies under the laws of the State of Delaware that are related to the foregoing and necessary, convenient or advisable to accomplish the foregoing.

(b)           Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person; (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of GCIC Senior Loan Fund LLC in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks; (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

(c)           Preservation of Company Existence. The Borrower will preserve and maintain its limited liability company existence in good standing under the laws of its jurisdiction of formation and will promptly obtain and thereafter maintain qualifications to do business as a foreign limited liability company in any other state in which it does business and in which it is required to so qualify under Applicable Law.

(d)           Compliance with Legal Opinions. The Borrower shall take all other actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of Dechert LLP, as special counsel to the Borrower, issued in connection with the Purchase and Sale Agreement and relating to the issues of substantive consolidation and true sale of the Loan Assets.

(e)           Deposit of Collections. The Borrower shall promptly (but in no event later than two Business Days after receipt) deposit or cause to be deposited into the Collection Account any and all Available Collections received by the Borrower, the Servicer or any of their Affiliates.

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(f)            Disclosure of Purchase Price. The Borrower shall disclose to the Administrative Agent and the Lender Agents the purchase price for each Loan Asset proposed to be acquired by the Borrower.

(g)           Obligor Defaults and Bankruptcy Events. The Borrower shall give, or shall cause the Servicer to give, notice to the Administrative Agent and the Lender Agents within two Business Days of the Borrower’s, the Transferor’s or the Servicer’s actual knowledge of the occurrence of any payment default by an Obligor under any Loan Asset or any Bankruptcy Event with respect to any Obligor under any Loan Asset.

(h)           Required Loan Documents. The Borrower shall deliver to the Collateral Custodian a hard copy or electronic copy of (i) the Required Loan Documents (other than the Transferor Agented Required Loan Documents) and the Loan Asset Checklist pertaining to each Loan Asset within five Business Days of the Cut-Off Date pertaining to such Loan Asset and (ii) the Transferor Agented Required Loan Documents pertaining to each Loan Asset within thirty days of the Cut-Off Date pertaining to such Loan Asset.

(i)            Taxes. The Borrower will file or cause to be filed its tax returns and pay any and all Taxes imposed on it or its property as required by the Transaction Documents (except as contemplated in Section 4.01(l)).

(j)            Notice of Event of Default. The Borrower shall notify the Administrative Agent and each Lender Agent of the occurrence of any Event of Default under this Agreement promptly upon obtaining actual knowledge of such event. In addition, no later than two Business Days following the Borrower’s knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default, the Borrower will provide to the Administrative Agent and each Lender Agent a written statement of a Responsible Officer of the Borrower setting forth the details of such event and the action that the Borrower proposes to take with respect thereto.

(k)            Notice of Material Events. The Borrower shall promptly notify the Administrative Agent and each Lender Agent of any event or other circumstance that is reasonably likely to have a Material Adverse Effect.

(l)             Notice of Income Tax Liability. The Borrower shall furnish to the Administrative Agent and each Lender Agent telephonic or facsimile notice within 10 Business Days (confirmed in writing within five Business Days thereafter) of the receipt of revenue agent reports or other written proposals, determinations or assessments of the Internal Revenue Service or any other taxing authority which propose, determine or otherwise set forth positive adjustments (i) to the Tax liability of GCIC Senior Loan Fund LLC or any “affiliated group” (of which GCIC Senior Loan Fund LLC is a member) in an amount equal to or greater than $1,000,000 in the aggregate, or (ii) to the Tax liability of the Borrower itself in an amount equal to or greater than $500,000 in the aggregate. Any such notice shall specify the nature of the items giving rise to such adjustments and the amounts thereof.

(m)           Notice of Auditors’ Management Letters. The Borrower shall promptly notify the Administrative Agent and each Lender Agent after the receipt of any auditors’ management letters received by the Borrower or by its accountants.

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(n)           Notice of Breaches of Representations and Warranties under this Agreement. The Borrower shall promptly notify the Administrative Agent and each Lender Agent if any representation or warranty set forth in Section 4.01 or Section 4.02 was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Collateral Agent, the Administrative Agent and the Lender Agents a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent and each Lender Agent in the manner set forth in the preceding sentence before any Cut-Off Date of any facts or circumstances within the knowledge of the Borrower which would render any of the said representations and warranties untrue at the date when such representations and warranties were made or deemed to have been made.

(o)           Notice of Breaches of Representations and Warranties under the Purchase and Sale Agreement. The Borrower confirms and agrees that the Borrower will, upon receipt of notice or discovery thereof, promptly send to the Administrative Agent, each Lender Agent and the Collateral Agent a notice of (i) any material breach of any representation, warranty, agreement or covenant under the Purchase and Sale Agreement or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such a breach.

(p)           Notice of Proceedings. The Borrower shall notify the Administrative Agent and each Lender Agent, as soon as possible and in any event within three Business Days, after the Borrower receives notice or obtains knowledge thereof, of any settlement of, material judgment (including a material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any material labor controversy, material litigation, material action, material suit or material proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Collateral Portfolio, the Transaction Documents, the Collateral Agent’s, for the benefit of the Secured Parties, interest in the Collateral Portfolio, or the Borrower, the Servicer or the Transferor or any of their Affiliates. For purposes of this Section 5.01(p), (i) any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Collateral Portfolio, the Transaction Documents, the Collateral Agent’s, for the benefit of the Secured Parties, interest in the Collateral Portfolio, or the Borrower in excess of $500,000 shall be deemed to be material and (ii) any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Servicer or the Transferor in excess of $1,000,000 shall be deemed to be material.

(q)           Notice of ERISA Reportable Events. The Borrower shall promptly notify the Administrative Agent and each Lender Agent after receiving notice of any “reportable event” (as defined in Title IV of ERISA, other than an event for which the reporting requirements have been waived by regulations) with respect to the Borrower (or any ERISA Affiliate thereof), and provide them with a copy of such notice.

(r)            Notice of Accounting Changes. As soon as possible and in any event within three Business Days after the effective date thereof, the Borrower will provide to the Administrative Agent and each Lender Agent notice of any material change in the accounting policies of the Borrower.

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(s)           Additional Documents. The Borrower shall provide the Administrative Agent and each Lender Agent with (i) copies of such documents as the Administrative Agent or any Lender Agent may reasonably request evidencing the truthfulness of the representations set forth in this Agreement and (ii) all documentation and other information requested by any Lender Agent in its sole discretion and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and Anti-Money Laundering Laws, all in form and substance reasonably satisfactory to each Lender Agent, in each case that are within the possession or control of (or are reasonably accessible to) the Borrower.

(t)            Protection of Security Interest. With respect to the Collateral Portfolio acquired by the Borrower, the Borrower will (i) if acquired from the Transferor, acquire such Collateral Portfolio pursuant to and in accordance with the terms of the Purchase and Sale Agreement or such other similar agreement, as applicable, (ii) (at the expense of the Borrower) take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership of such Collateral Portfolio free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including, without limitation, (a) with respect to the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing, filing and maintaining (at the expense of the Borrower), effective financing statements against the Transferor in all necessary or appropriate filing offices (including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments with respect thereto in such filing offices, (including any amendments thereto or assignments thereof) and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate, (iii) (at the expense of the Borrower) take all action necessary to cause a valid, subsisting and enforceable first priority perfected security interest, subject only to Permitted Liens, to exist in favor of the Collateral Agent (for the benefit of the Secured Parties) in the Borrower’s interests in all of the Collateral Portfolio being Pledged hereunder, including the filing of a UCC financing statement in the applicable jurisdiction adequately describing the Collateral Portfolio (which may include an “all asset” filing), and naming the Borrower as debtor and the Collateral Agent as the secured party, and filing continuation statements, amendments or assignments with respect thereto in such filing offices, (including any amendments thereto or assignments thereof), (iv) permit the Administrative Agent or any Lender Agent or their respective agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable advance notice examine and make copies of all documents, books, records and other information concerning the Collateral Portfolio and discuss matters related thereto with any of the officers or employees of the Borrower having knowledge of such matters (provided that the Borrower shall not be liable for the costs and expenses of more than two such visits in any calendar year unless an Event of Default has occurred hereunder, in which event the number of visits for which the Borrower shall be liable for the costs and expenses shall not be limited), and (v) take all additional action that the Administrative Agent, any Lender Agent or the Collateral Agent may reasonably request to perfect, protect and more fully evidence the respective first priority perfected security interests of the parties to this Agreement in the Collateral Portfolio, or to enable the Administrative Agent or the Collateral Agent to exercise or enforce any of their respective rights hereunder.

(u)           Liens. The Borrower will promptly notify the Administrative Agent and the Lender Agents of the existence of any Lien on the Collateral Portfolio (other than Permitted Liens) and the Borrower shall defend the right, title and interest of the Collateral Agent, for the

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benefit of the Secured Parties, in, to and under the Collateral Portfolio against all claims of third parties.

(v)           Other Documents. At any time from time to time upon prior written request of the Administrative Agent or any Lender Agent, at the sole expense of the Borrower, the Borrower will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent or any Lender Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest (subject only to Permitted Liens) granted hereunder and of the rights and powers herein granted (including, among other things, authorizing the filing of such UCC financing statements as the Administrative Agent may request).

(w)           Compliance with Law. The Borrower shall at all times comply in all material respects with all Applicable Law applicable to Borrower or any of its assets (including, without limitation, Environmental Laws, and all federal securities laws), and Borrower shall do or cause to be done all things necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business.

(x)            Proper Records. The Borrower shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earning for each fiscal year all such proper reserves in accordance with GAAP.

(y)            Satisfaction of Obligations. The Borrower shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves with respect thereto have been provided on the books of the Borrower.

(z)             Performance of Covenants. The Borrower shall observe, perform and satisfy all the material terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. The Borrower shall pay and discharge all Taxes, levies, liens and other charges on it or its assets and on the Collateral Portfolio that, in each case, in any manner would create any lien or charge upon the Collateral Portfolio, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP.

(aa)          Tax Treatment. The Borrower, the Transferor and the Lenders shall treat the Advances advanced hereunder as indebtedness of the Borrower (or, so long as the Borrower is treated as a disregarded entity for U.S. federal income tax purposes, as indebtedness of the entity of which it is considered to be a part) for U.S. federal income tax purposes and to file any and all tax forms in a manner consistent therewith.

(bb)          Maintenance of Records. The Borrower will maintain records with respect to the Collateral Portfolio and the conduct and operation of its business with no less a degree of

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prudence than if the Collateral Portfolio were held by the Borrower for its own account and not subject to the terms of the Transaction Documents and will furnish the Administrative Agent and each Lender Agent, upon the reasonable request by the Administrative Agent and each Lender Agent, information with respect to the Collateral Portfolio and the conduct and operation of its business.

(cc)         Obligor Notification Forms. The Borrower shall furnish the Collateral Agent and the Administrative Agent with an appropriate power of attorney to send (at the Administrative Agent’s discretion on the Collateral Agent’s behalf, after the occurrence of an Event of Default) Obligor notification forms to give notice to the Obligors of the Collateral Agent’s interest in the Collateral Portfolio and the obligation to make payments as directed by the Administrative Agent on the Collateral Agent’s behalf.

(dd)         Beneficial Ownership Regulation. Within five (5) Business Days of the Fifth Amendment Date, the Borrower shall deliver the Beneficial Ownership Certification. Promptly following any subsequent request therefor, the Borrower shall deliver to the Lender information and documentation reasonably requested by the Lender for purposes of compliance with the Beneficial Ownership Regulation.

(ee)         Continuation Statements. The Borrower shall, not earlier than six months and not later than three months prior to the fifth anniversary of the date of filing of the financing statement referred to in Schedule I hereto or any other financing statement filed pursuant to this Agreement or in connection with any Advance hereunder, unless the Collection Date shall have occurred:

(i)           authorize and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and

(ii)          deliver or cause to be delivered to the Collateral Agent, the Administrative Agent and the Lender Agents an opinion of the counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, confirming and updating the opinion delivered pursuant to Schedule I with respect to perfection and otherwise to the effect that the security interest hereunder continues to be an enforceable and perfected security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

(ff)          Disregarded Entity. The Borrower will be disregarded as an entity separate from its owner pursuant to Treasury Regulation Section 301.7701-3(b), and neither the Borrower nor any other Person on its behalf shall make an election to be treated as other than an entity disregarded from its owner under Treasury Regulation Section 301.7701-3(c).

(gg)         Expenses relating to Controlled Accounts. The Borrower will be required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the maintenance of the Controlled Accounts.

(hh)         Compliance with Anti-Money Laundering Laws and Anti-Corruption Laws. The Borrower, each Person directly or indirectly Controlling the Borrower and each Person

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directly or indirectly Controlled by the Borrower and, to the Borrower’s knowledge, any Related Party of the foregoing shall: (i) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance with the Anti-Money Laundering Laws and Anti-Corruption Laws; (ii) conduct the requisite due diligence in connection with the transactions contemplated herein for purposes of complying with the Anti-Money Laundering Laws, including with respect to the legitimacy of any applicable investor and the origin of the assets used by such investor to purchase the property in question, and will maintain sufficient information to identify any applicable investor for purposes of the Anti-Money Laundering Laws; (iii) ensure it does not use any of the credit in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws; and (iv) ensure it does not fund any repayment of the Obligations in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.

Section 5.02           Negative Covenants of the Borrower.

From the Closing Date until the Collection Date:

(a)           Special Purpose Entity Requirements. Except as otherwise permitted by this Agreement, the Borrower shall not (i) guarantee any obligation of any Person, including any Affiliate; (ii) engage, directly or indirectly, in any business, other than the actions required or permitted to be performed under the Transaction Documents; (iii) incur, create or assume any Indebtedness, other than Indebtedness incurred under the Transaction Documents or under any Hedging Agreement pursuant to Section 5.09(a); (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities (other than any equity or other securities retained pursuant to Section 6.05) of, any Person, except that the Borrower may invest in those Loan Assets and other investments permitted under the Transaction Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Transaction Documents and permit the same to remain outstanding in accordance with such provisions; (v) become insolvent or fail to pay its debts and liabilities from its assets when due; (vi) create, form or otherwise acquire any Subsidiaries (other than any equity or other securities retained pursuant to Section 6.05) or (vii) release, sell, transfer, convey or assign any Loan Asset unless in accordance with the Transaction Documents.

(b)           Requirements for Material Actions. The Borrower shall not fail to provide (and at all times the Borrower’s organizational documents shall reflect) that the unanimous consent of all directors (including the consent of the Independent Director(s)) is required for the Borrower to (i) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (iv) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Borrower, (v) make any assignment for the benefit of the Borrower’s creditors, (vi) admit in writing its inability to pay its debts generally as they become due, or (vii) take any action in furtherance of any of the foregoing.

(c)           Protection of Title. The Borrower shall not take any action which would directly or indirectly impair or adversely affect the Borrower’s title to the Collateral Portfolio.

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(d)           Transfer Limitations. The Borrower shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Collateral Portfolio to any person other than the Collateral Agent for the benefit of the Secured Parties, or engage in financing transactions or similar transactions with respect to the Collateral Portfolio with any person other than the Administrative Agent and the Lenders, in each case, except as otherwise expressly permitted by the terms of this Agreement.

(e)           Liens. The Borrower shall not create, incur or permit to exist any lien, encumbrance or security interest in or on any of the Collateral Portfolio subject to the security interest granted by the Borrower pursuant to this Agreement, other than Permitted Liens.

(f)           Organizational Documents. The Borrower shall not amend, modify or terminate any of the organizational or operational documents of the Borrower without the prior written consent of the Administrative Agent.

(g)           Merger, Acquisitions, Sales, etc. The Borrower shall not change its organizational structure, enter into any transaction of merger or consolidation or amalgamation, or asset sale (other than pursuant to Section 2.07), or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) without the prior written consent of the Administrative Agent.

(h)           Use of Proceeds. The Borrower shall not use the proceeds of any Advance other than (x) to finance the purchase by the Borrower, on a “true sale” basis, of Collateral Portfolio, (y) to fund the Unfunded Exposure Account in order to establish reserves for unfunded commitments of Revolving Loan Assets and Delayed Draw Loan Assets included in the Collateral Portfolio or (z) to distribute such proceeds to the Transferor (so long as such distribution is permitted pursuant to Section 5.02(m)). The Borrower shall not use the proceeds of any Advance in violation of Anti-Corruption Laws or Anti-Money Laundering Laws.

(i)            Limited Assets. The Borrower shall not hold or own any assets that are not part of the Collateral Portfolio.

(j)            Tax Treatment. The Borrower shall not elect to be treated as a corporation for U.S. federal income tax purposes and shall take all reasonable steps necessary to avoid being treated as a corporation for U.S. federal income tax purposes.

(k)           Extension or Amendment of Collateral Portfolio. The Borrower will not, except as otherwise permitted in Section 6.04(a) of this Agreement and in accordance with the Servicing Standard, extend, amend or otherwise modify the terms of any Loan Asset (including the Underlying Collateral).

(l)            Purchase and Sale Agreement. The Borrower will not amend, modify, waive or terminate any provision of the Purchase and Sale Agreement without the prior written consent of the Administrative Agent.

(m)          Restricted Junior Payments. The Borrower shall not make any Restricted Junior Payment, except that, so long as no Event of Default or Unmatured Event of Default has

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occurred or would result therefrom, the Borrower may declare and make distributions to its member on its membership interests.

(n)           ERISA Matters. The Borrower will not (a) engage, and will exercise its best efforts not to permit any ERISA Affiliate to engage, in any prohibited transaction (within the meaning of ERISA Section 406(a) or (b) or Code Section 4975) for which an exemption is not available or has not previously been obtained from the United States Department of Labor, (b) fail to meet the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the Code with respect to any Pension Plan other than a Multiemployer Plan, (c) fail to make any payments to a Multiemployer Plan that the Borrower or any ERISA Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto, (d) terminate any Pension Plan so as to result, directly or indirectly in any liability to the Borrower, or (e) permit to exist any occurrence of any reportable event described in Title IV of ERISA with respect to any Pension Plan, other than an event for which reporting requirements have been waived by regulations.

(o)           Instructions to Obligors. The Borrower will not make any change, or permit the Servicer to make any change, in its instructions to Obligors regarding payments to be made with respect to the Collateral Portfolio to the Collection Account unless the Administrative Agent has consented to such change (other than, with respect to the Initial Loan Assets, any change which consists solely of directing Obligors or the agents on the Initial Loan Assets to direct payments to the Collection Account).

(p)           Compliance with Sanctions. None of the Borrower, any Person directly or indirectly Controlling the Borrower nor any Person directly or indirectly Controlled by the Borrower and, to the Borrower’s knowledge, no Related Party of the foregoing will, directly or indirectly, use the proceeds of any Advance hereunder, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person (i) to fund any activities or business of or with a Sanctioned Person, or (ii) in any manner that would be prohibited by Sanctions or would otherwise cause any Lender to be in breach of any Sanctions. Each Person shall comply with all applicable Sanctions in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance with Sanctions. Each Person will notify each Lender and the Administrative Agent in writing not more than one (1) Business Day after becoming aware of any breach of this section.

(q)           Change of Jurisdiction, Location, Names or Location of Loan Asset Files. The Borrower shall not change the jurisdiction of its formation, make any change to its corporate name or use any tradenames, fictitious names, assumed names, “doing business as” names or other names unless, prior to the effective date of any such change in the jurisdiction of its formation, name change or use, the Borrower receives prior written consent from the Administrative Agent of such change and delivers to the Administrative Agent such financing statements as the Administrative Agent may request to reflect such name change or use, together with such Opinions of Counsel and other documents and instruments as the Administrative Agent may request in connection therewith. The Borrower will not change the location of its chief executive office unless prior to the effective date of any such change of location, the Borrower notifies the Administrative Agent of such change of location in writing. The Borrower will not move, or consent to the Collateral Custodian or the Servicer moving, the Loan Asset Files from the location

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thereof on the Closing Date, unless the Administrative Agent shall consent to such move in writing and the Servicer shall provide the Administrative Agent with such Opinions of Counsel and other documents and instruments as the Administrative Agent may request in connection therewith.

(r)            Allocation of Charges. There will not be any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges; provided that it is understood and acknowledged that the Borrower will be consolidated with the Transferor for tax purposes.

Section 5.03          Affirmative Covenants of the Servicer.

From the Closing Date until the Collection Date:

(a)           Compliance with Law. The Servicer will comply in all material respects with all Applicable Law, including those with respect to servicing the Collateral Portfolio or any part thereof.

(b)           Preservation of Company Existence. The Servicer will preserve and maintain its limited liability company existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected to have a Material Adverse Effect.

(c)           Obligations and Compliance with Collateral Portfolio. The Servicer will take all actions within its control so as to permit the Borrower to fulfill and comply with all obligations on the part of the Borrower to be fulfilled or complied with under or in connection with the administration of each item of Collateral Portfolio and will do nothing to impair the rights of the Collateral Agent, for the benefit of the Secured Parties, or of the Secured Parties in, to and under the Collateral Portfolio.

(d)          Keeping of Records and Books of Account.

(i)           The Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Collateral Portfolio in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Collateral Portfolio and the identification of the Collateral Portfolio.

(ii)          The Servicer shall permit the Administrative Agent, each Lender Agent or their respective agents or representatives, to visit the offices of the Servicer during normal office hours and upon reasonable advance notice and examine and make copies of all documents, books, records and other information concerning the Collateral Portfolio and the Servicer’s servicing thereof and discuss matters related thereto with any of the officers or employees of the Servicer having knowledge of such matters (provided that the Servicer shall not be liable for the costs and expenses of more than two such visits in any

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calendar year unless an Event of Default has occurred hereunder, in which event the number of visits for which the Servicer shall be liable for the costs and expenses shall not be limited).

(iii)            The Servicer will on or prior to the Closing Date, mark its master data processing records and other books and records relating to the Collateral Portfolio with a legend, acceptable to the Administrative Agent describing (i) the sale of the Collateral Portfolio to the Borrower and (ii) the Pledge from the Borrower to the Collateral Agent, for the benefit of the Secured Parties.

(e)            Preservation of Security Interest. The Servicer (at the expense of the Borrower) will file such financing and continuation statements and any other documents that may be required by any law or regulation of any Governmental Authority to preserve and protect fully the first priority perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing.

(f)            Events of Default. The Servicer will provide the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent) with immediate written notice of the occurrence of each Event of Default and each Unmatured Event of Default of which the Servicer has knowledge or has received notice. In addition, no later than two Business Days following the Servicer’s knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default, the Servicer will provide to the Collateral Agent, the Administrative Agent and each Lender Agent a written statement of the chief financial officer or chief accounting officer of the Servicer setting forth the details of such event and the action that the Servicer proposes to take with respect thereto. The Servicer shall notify the Administrative Agent within two (2) Business Days of its knowledge of the occurrence of any payment default by an Obligor under any Eligible Loan Asset or any Bankruptcy Event with respect to any Obligor under any Loan Assets.

(g)            Taxes. The Servicer will file its tax returns and pay any and all Taxes imposed on it or its property as required under the Transaction Documents (except as contemplated by Section 4.03(m)).

(h)            Other. The Servicer will promptly furnish to the Collateral Agent, the Administrative Agent and each Lender Agent (i) such other information, documents, records or reports respecting the Collateral Portfolio or the condition or operations, financial or otherwise, of the Borrower or the Servicer as the Collateral Agent, any Lender Agent or the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent, the Lender Agents, the Collateral Agent or Secured Parties under or as contemplated by this Agreement and (ii) all documentation and other information requested by any Lender Agent in its sole discretion and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and Anti-Money Laundering Laws, all in form and substance reasonably satisfactory to each Lender Agent, that are within the possession or control of (or are reasonably accessible to) the Servicer.

(i)            Proceedings Related to the Borrower, the Transferor and the Servicer and the Transaction Documents. The Servicer shall notify the Administrative Agent and each Lender

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Agent as soon as possible and in any event within three Business Days after any executive officer of the Servicer receives notice or obtains knowledge thereof of any settlement of, judgment (including a judgment with respect to the liability phase of a bifurcated trial) in or commencement of any labor controversy, litigation, action, suit or proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that could reasonably be expected to have a Material Adverse Effect on the Borrower, the Transferor or the Servicer (or any of their Affiliates) or the Transaction Documents. For purposes of this Section 5.03(i), (i) any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Transaction Documents or the Borrower in excess of $500,000 shall be deemed to be expected to have such a Material Adverse Effect and (ii) any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Servicer or the Transferor in excess of $1,000,000 shall be deemed to be expected to have such a Material Adverse Effect.

(j)            Deposit of Collections. The Servicer shall promptly (but in no event later than two Business Days after receipt) deposit or cause to be deposited into the Collection Account any and all Available Collections received by the Borrower, the Servicer or any of their Affiliates.

(k)           Compliance with Anti-Money Laundering Laws and Anti-Corruption Laws. The Servicer, each Person directly or indirectly Controlling the Servicer and each Person directly or indirectly Controlled by the Servicer and, to the Servicer’s knowledge, any Related Party of the foregoing shall: (i) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance with the Anti-Money Laundering Laws and Anti-Corruption Laws; (ii) conduct the requisite due diligence in connection with the transactions contemplated herein for purposes of complying with the Anti-Money Laundering Laws, including with respect to the legitimacy of any applicable investor and the origin of the assets used by such investor to purchase the property in question, and will maintain sufficient information to identify any applicable investor for purposes of the Anti-Money Laundering Laws; (iii) ensure it does not use any of the credit in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws; and (iv) ensure it does not fund any repayment of the Obligations in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.

(l)            Special Purpose Entity Requirements. The Servicer shall take such actions as are necessary to cause the Borrower to be in compliance with the special purpose entity requirements set forth in Sections 5.01(a) and (b) and 5.02(a) and (b); provided, that, for the avoidance of doubt, the Servicer shall not be required to expend any of its own funds to cause the Borrower to be in compliance with subsection 5.02(a)(v) or subsection 5.01(b)(xvii).

(m)          Accounting Changes. As soon as possible and in any event within three Business Days after the effective date thereof, the Servicer will provide to the Administrative Agent and the Lender Agents notice of any material change in the accounting policies of the Transferor.

(n)           Proceedings Related to the Collateral Portfolio. The Servicer shall notify the Administrative Agent and each Lender Agent as soon as possible and in any event within three Business Days after any Responsible Officer of the Servicer receives notice or has actual knowledge of any settlement of, judgment (including a judgment with respect to the liability phase

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of a bifurcated trial) in or commencement of any labor controversy, litigation, action, suit or proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that could reasonably be expected to have a Material Adverse Effect on the interests of the Collateral Agent or the Secured Parties in, to and under the Collateral Portfolio. For purposes of this Section 5.03(m), any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Collateral Portfolio or the Collateral Agent’s or the Secured Parties’ interest in the Collateral Portfolio in excess of $1,000,000 or more shall be deemed to be expected to have such a Material Adverse Effect.

(o)            Compliance with Legal Opinions. The Servicer shall take all other actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of Dechert LLP, as special counsel to the Servicer, issued in connection with the Transaction Documents and relating to the issues of substantive consolidation and true sale of the Loan Assets.

(p)            Instructions to Agents and Obligors. The Servicer shall direct, or shall cause the Transferor to direct, any agent or administrative agent for any Loan Asset to remit all payments and collections with respect to such Loan Asset, and, if applicable, to direct the Obligor with respect to such Loan Asset to remit all such payments and collections with respect to such Loan Asset directly to the Collection Account. The Servicer shall take commercially reasonable steps to ensure, and shall cause the Transferor to take commercially reasonable steps to ensure, that only funds constituting payments and collections relating to Loan Assets shall be deposited into the Collection Account.

(q)            Capacity as Servicer. The Servicer will ensure that, at all times when it is dealing with or in connection with the Loan Assets in its capacity as Servicer, it holds itself out as Servicer, and not in any other capacity.

(r)            Notice of Breaches of Representations and Warranties under the Purchase and Sale Agreement. The Servicer confirms and agrees that the Servicer will, upon receipt of notice or discovery thereof, promptly send to the Administrative Agent, each Lender Agent and the Collateral Agent a notice of (i) any breach of any representation, warranty, agreement or covenant under the Purchase and Sale Agreement or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such a breach, in each case, promptly upon learning thereof.

(s)            Audits. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent and each Lender Agent, the Servicer shall allow the Administrative Agent and each Lender Agent (during normal office hours and upon advance notice) to review the Servicer’s collection and administration of the Collateral Portfolio in order to assess compliance by the Servicer with the Servicing Standard, as well as with the Transaction Documents and to conduct an audit of the Collateral Portfolio and Required Loan Documents in conjunction with such a review (provided that the Servicer shall not be liable for the costs and expenses of more than two such visits in any calendar year unless an Event of Default has occurred hereunder, in which event the number of visits for which the Servicer shall be liable for the costs and expenses shall not be limited). Such review shall be reasonable in scope and shall be completed in a reasonable period of time.

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(t)            Notice of Breaches of Representations and Warranties under this Agreement. The Servicer shall promptly notify the Administrative Agent and the Lender Agents if any representation or warranty set forth in Section 4.03 was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Collateral Agent, the Administrative Agent and the Lender Agents a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Servicer shall notify the Administrative Agent and the Lender Agents in the manner set forth in the preceding sentence before any Cut-Off Date of any facts or circumstances within the knowledge of the Servicer which would render any of the said representations and warranties untrue at the date when such representations and warranties were made or deemed to have been made.

(u)           Insurance Policies. The Servicer has caused, and will cause, to be performed any and all acts reasonably required to be performed to preserve the rights and remedies of the Collateral Agent and the Secured Parties in any Insurance Policies applicable to Loan Assets (to the extent the Servicer or an Affiliate of the Servicer is the agent or servicer under the applicable Loan Agreement) including, without limitation, in each case, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Collateral Agent and the Secured Parties; provided that, unless the Borrower is the sole lender under such Loan Agreement, the Servicer shall only take such actions that are customarily taken by or on behalf of a lender in a syndicated loan facility to preserve the rights of such lender.

(v)           Disregarded Entity. The Servicer shall cause the Borrower to be disregarded as an entity separate from its owner pursuant to Treasury Regulation Section 301.7701-3(b) and shall ensure that neither the Borrower nor any other Person on its behalf shall make an election to be treated as other than an entity disregarded from its owner under Treasury Regulation Section 301.7701-3(c).

(w)          Sanctions. The Servicer shall promptly, but no later than one (1) Business Day after becoming aware thereof, notify the Administrative Agent and the Lenders in writing of any breach of Section 4.01(ii), Section 4.03(q), Section 5.02(q) or Section 5.04(f).

Section 5.04          Negative Covenants of the Servicer.

From the Closing Date until the Collection Date:

(a)           Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

(i)            the Servicer has delivered to the Administrative Agent and each Lender Agent an Officer’s Certificate and an Opinion of Counsel (which may rely on an Officer’s Certificate as to factual matters such as whether or not such transaction would cause an Event of Default or Servicer Termination Event) each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case

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of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request;

(ii)            the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender Agent;

(iii)           after giving effect thereto, no Event of Default or Servicer Termination Event or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Termination Event shall have occurred; and

(iv)           the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer.

(b)            Change of Name or Location of Loan Asset Files. The Servicer shall not (x) change its name, move the location of its principal place of business and chief executive office, change the offices where it keeps records concerning the Collateral Portfolio from the address set forth in Section 11.02, or change the jurisdiction of its formation, or (y) move, or consent to the Collateral Custodian moving, the Required Loan Documents and Loan Asset Files from the location thereof on the initial Advance Date, unless the Administrative Agent shall consent of such move in writing and the Servicer shall provide the Administrative Agent with such Opinions of Counsel and other documents and instruments as the Administrative Agent may request in connection therewith and has taken all actions required under the UCC of each relevant jurisdiction in order to continue the first priority perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral Portfolio.

(c)            Change in Payment Instructions to Obligors. The Servicer will not make any change in its instructions to Obligors regarding payments to be made with respect to the Collateral Portfolio to the Collection Account, unless the Administrative Agent has consented to such change (other than, with respect to the Initial Loan Assets, any change which consists solely of directing Obligors or the agents on the Initial Loan Assets to direct payments to the Collection Account).

(d)            Extension or Amendment of Loan Assets. The Servicer will not, except as otherwise permitted in Section 6.04(a), extend, amend or otherwise modify the terms of any Loan Asset (including the Underlying Collateral).

(e)            Allocation of Charges. There will not be any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges; provided that it is understood and acknowledged that the Borrower will be consolidated with the Transferor for tax purposes.

(f)            Compliance with Sanctions. None of the Servicer, any Person directly or indirectly Controlling the Servicer nor any Person directly or indirectly Controlled by the Servicer and, to the Servicer’s knowledge, no Related Party of the foregoing will, directly or indirectly, use the proceeds of any Advance hereunder, or lend, contribute, or otherwise make available such

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proceeds to any subsidiary, joint venture partner, or other Person (i) to fund any activities or business of or with a Sanctioned Person, or (ii) in any manner that would be prohibited by Sanctions or would otherwise cause any Lender to be in breach of any Sanctions. Each Person shall comply with all applicable Sanctions in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance with Sanctions. Each Person will notify each Lender and the Administrative Agent in writing not more than one (1) Business Day after becoming aware of any breach of this section.

Section 5.05           Affirmative Covenants of the Collateral Agent.

From the Closing Date until the Collection Date:

(a)            Compliance with Law. The Collateral Agent will comply in all material respects with all Applicable Law.

(b)            Preservation of Existence. The Collateral Agent will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected to have a Material Adverse Effect.

Section 5.06           Negative Covenants of the Collateral Agent.

From the Closing Date until the Collection Date, the Collateral Agent will not make any changes to the Collateral Agent Fees without the prior written approval of the Administrative Agent.

Section 5.07           Affirmative Covenants of the Collateral Custodian.

From the Closing Date until the Collection Date:

(a)            Compliance with Law. The Collateral Custodian will comply in all material respects with all Applicable Law.

(b)            Preservation of Existence. The Collateral Custodian will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected to have a Material Adverse Effect.

(c)            Location of Required Loan Documents. Subject to Article XII of this Agreement, the Required Loan Documents shall remain at all times in the possession of the Collateral Custodian at the address set forth in Section 11.02 unless notice of a different address is given in accordance with the terms hereof or unless the Administrative Agent agrees to allow certain Required Loan Documents to be released to the Servicer on a temporary basis in accordance with the terms hereof, except as such Required Loan Documents may be released pursuant to the terms of this Agreement.

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Section 5.08           Negative Covenants of the Collateral Custodian.

From the Closing Date until the Collection Date:

(a)            Required Loan Documents. The Collateral Custodian will not dispose of any documents constituting the Required Loan Documents in any manner that is inconsistent with the performance of its obligations as the Collateral Custodian pursuant to this Agreement and will not dispose of any Collateral Portfolio except as contemplated by this Agreement.

(b)            No Changes in Collateral Custodian Fees. The Collateral Custodian will not make any changes to the Collateral Custodian Fees without the prior written approval of the Administrative Agent.

Section 5.09           Covenants of the Borrower Relating to Hedging of Loan Assets.

(a)            The Borrower may enter into Hedge Agreements for certain fixed rate Loan Assets with a Hedge Counterparty with the prior written consent of the Administrative Agent.

(b)            As additional security hereunder, the Borrower hereby assigns to the Collateral Agent, for the benefit of the Secured Parties, all right, title and interest of the Borrower (but none of the obligations) in each Hedging Agreement, each Hedge Transaction, and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (“Hedge Collateral”), and grants a security interest to the Collateral Agent, for the benefit of the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that as a result of such assignment the Borrower may not, without the prior written consent of the Administrative Agent and the Collateral Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for the Borrower’s right under any Hedging Agreement to enter into Hedge Transactions in order to meet the Borrower’s obligations under Section 5.09(a) hereof. Nothing herein shall have the effect of releasing the Borrower from any of its obligations under any Hedging Agreement or any Hedge Transaction, nor be construed as requiring the consent of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or any Secured Party for the performance by the Borrower of any such obligations.

(c)            The Borrower shall, promptly upon execution thereof, provide to the Administrative Agent and the Collateral Agent a copy of any Hedging Agreement entered into in connection with this Agreement.

ARTICLE VI.

ADMINISTRATION AND SERVICING OF CONTRACTS

Section 6.01           Appointment and Designation of the Servicer.

(a)            Initial Servicer. The Borrower hereby appoints GCIC Senior Loan FundGC Advisors LLC, pursuant to the terms and conditions of this Agreement, as Servicer, with the authority to service, administer and exercise rights and remedies, on behalf of the Borrower, in respect of the Collateral Portfolio. Until the Administrative Agent gives GCIC Senior Loan

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FundGC Advisors LLC a Servicer Termination Notice, GCIC Senior Loan  FundGC Advisors LLC hereby accepts such appointment and agrees to perform the duties and responsibilities of the Servicer pursuant to the terms hereof. The Servicer and the Borrower hereby acknowledge that the Administrative Agent and the Secured Parties are third party beneficiaries of the obligations undertaken by the Servicer hereunder.

(b)            Servicer Termination Notice. The Borrower, the Servicer, each Lender Agent, and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to the Servicer (with a copy to the Collateral Agent) (a “Servicer Termination Notice”), may terminate all of the rights, obligations, power and authority of the Servicer under this Agreement. On and after the receipt by the Servicer of a Servicer Termination Notice pursuant to this Section 6.01(b), the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent, until a date mutually agreed upon by the Servicer and the Administrative Agent and shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.04, the Servicing Fees therefor accrued until such date. After such date, the Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent believes will facilitate the transition of the performance of such activities to a successor Servicer, and the successor Servicer shall assume each and all of the Servicer’s obligations to service and administer the Collateral Portfolio, on the terms and subject to the conditions herein set forth, and the Servicer shall use its best efforts to assist the successor Servicer in assuming such obligations (it being understood that the Administrative Agent may be such successor Servicer).

(c)            Appointment of Replacement Servicer. At any time following the delivery of a Servicer Termination Notice, the Administrative Agent may, (i) in its sole discretion, appoint an Approved Replacement Servicer as the Servicer under this Agreement and, in such case, all authority, power, rights and obligations of the Servicer shall pass to and be vested in such Approved Replacement Servicer or (ii) with the prior writtenwith the consent of the Borrower and Golub Capital BDC, Inc. (such consent not to be unreasonably withheld, delayed or conditioned and such consent not required if the Administrative Agent shall be the successor Servicer), appoint a new Servicer (in each case, the “Replacement Servicer”), which appointment shall take effect upon the Replacement Servicer accepting such appointment by a written assumption in a form satisfactory to the Administrative Agent in its sole discretion and, in such case, all authority, power, rights and obligations of the Servicer shall pass to and be vested in such Replacement Servicer. In the event that a Replacement Servicer has not accepted its appointment at the time when the Servicer ceases to act as Servicer, or has not been appointed within sixty (60) days of the termination of the Servicer due to the failure of any such Replacement Servicer to be approved, the Administrative Agent shall petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than United States $50,000,000 and whose regular business includes the servicing of assets similar to the Collateral Portfolio, as the Replacement Servicer hereunder.

(d)            Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and

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liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided, that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

(e)            Authority and Power. All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral Portfolio.

(f)            Subcontracts. The Servicer may, with the prior written consent of the Administrative Agent, subcontract with any other Person for servicing, administering or collecting the Collateral Portfolio; provided, that (i) the Servicer shall select any such Person with reasonable care and shall be solely responsible for the fees and expenses payable to any such Person, (ii) the Servicer shall not be relieved of, and shall remain liable for, the performance of the duties and obligations of the Servicer pursuant to the terms hereof without regard to any subcontracting arrangement and (iii) any such subcontract (other than any subcontract between GC Advisors LLC and its Affiliates) shall be terminable upon the occurrence of a Servicer Termination Event; provided, further that no Administrative Agent consent shall be required to enter into any subcontract with an Affiliate of the Servicer.

(g)            Waiver. The Borrower acknowledges that the Administrative Agent or any of its Affiliates may act as the Collateral Agent and/or the Servicer, and the Borrower waives any and all claims against the Administrative Agent, each Lender Agent or any of their respective Affiliates, the Collateral Agent and the Servicer (other than claims relating to such party’s gross negligence or willful misconduct) relating in any way to the custodial or collateral administration functions having been performed by the Administrative Agent or any of its Affiliates in accordance with the terms and provisions (including the standard of care) set forth in the Transaction Documents.

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Section 6.02         Duties of the Servicer.

(a)          Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the occurrence of a Servicer Termination Event, but subject to the terms of this Agreement (including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the Collateral Portfolio. Without limiting the foregoing, the duties of the Servicer shall include the following:

(i)            supervising the Collateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, enforcing and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;

(ii)          maintaining all necessary servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the servicing of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender Agent may reasonably request;

(iii)          maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral Portfolio;

(iv)          promptly delivering to the Administrative Agent, each Lender Agent, the Collateral Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender Agent, Collateral Custodian or the Collateral Agent may from time to time reasonably request;

(v)          identifying each Loan Asset clearly and unambiguously in its servicing records to reflect that such Loan Asset is owned by the Borrower and that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;

(vi)         notifying the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) that is or is threatened to be asserted by an Obligor with respect to any Loan Asset (or portion thereof) of which it has knowledge or has received notice; or (2) that could reasonably be expected to have a Material Adverse Effect;

(vii)        [reserved];

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(viii)           maintaining the Loan Asset File with respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;

(ix)             directing the Collateral Agent to make payments pursuant to the terms of the Servicing Report in accordance with Section 2.04;

(x)              directing the sale or substitution of Collateral Portfolio in accordance with Section 2.07;

(xi)             providing advice to the Borrower with respect to the purchase and sale of and payment for the Loan Assets;

(xii)            instructing the Obligors and the administrative agents on the Loan Assets to make payments directly into the Collection Account established and maintained with the Collateral Agent;

(xiii)           delivering the Loan Asset Files and the Loan Tape to the Collateral Custodian; and

(xiv)           complying with such other duties and responsibilities as may be required of the Servicer by this Agreement.

It is acknowledged and agreed that in circumstances in which a Person other than the Borrower, the Transferor or the Servicer acts as lead agent with respect to any Loan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the related loan syndication Loan Agreements has the right to do so.

(b)          Notwithstanding anything to the contrary contained herein, the exercise by the Administrative Agent, the Collateral Agent, each Lender Agent and the Secured Parties of their rights hereunder shall not release the Servicer, the Transferor or the Borrower from any of their duties or responsibilities with respect to the Collateral Portfolio. The Secured Parties, the Administrative Agent, each Lender Agent and the Collateral Agent shall not have any obligation or liability with respect to any Collateral Portfolio, nor shall any of them be obligated to perform any of the obligations of the Servicer hereunder.

(c)          Any payment by an Obligor in respect of any indebtedness owed by it to the Transferor or the Borrower shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a collection of a payment by such Obligor (starting with the oldest such outstanding payment due) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 6.03         Authorization of the Servicer.

(a)          Each of the Borrower, the Administrative Agent, each Lender Agent, each Lender and each Hedge Counterparty hereby authorizes the Servicer (including any successor

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thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the sale of the Collateral Portfolio by the Transferor to the Borrower under the Purchase and Sale Agreement and, thereafter, the Pledge by the Borrower to the Collateral Agent on behalf of the Secured Parties hereunder, to collect all amounts due under any and all of the Collateral Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Collateral Portfolio and, after the delinquency of any of the Collateral Portfolio and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Transferor could have done if it had continued to own such Collateral Portfolio. The Transferor, the Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectability of the Collateral Portfolio. In no event shall the Servicer be entitled to make the Secured Parties, the Administrative Agent, the Collateral Agent, any Lender, any Lender Agent or any Hedge Counterparty a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

(b)            After the declaration of the Facility Maturity Date, at the direction of the Administrative Agent, the Servicer shall take such action as the Administrative Agent may deem necessary or advisable to enforce collection of the Collateral Portfolio; provided that, the Administrative Agent may, at any time that an Event of Default has occurred, notify any Obligor with respect to any Collateral Portfolio of the assignment of such Collateral Portfolio to the Collateral Agent on behalf of the Secured Parties and direct that payments of all amounts due or to become due be made directly to the Administrative Agent or any servicer, collection agent or account designated by the Administrative Agent and, upon such notification and at the expense of the Borrower, the Administrative Agent may enforce collection of any such Collateral Portfolio, and adjust, settle or compromise the amount or payment thereof.

Section 6.04           Collection of Payments; Accounts.

(a)            Collection Efforts, Modification of Collateral Portfolio. The Servicer will collect, or cause to be collected, all payments called for under the terms and provisions of the Loan Assets included in the Collateral Portfolio as and when the same become due, all in accordance with the Servicing Standard. The Servicer may not waive, modify or otherwise vary any provision of an item included in the Collateral Portfolio in any manner contrary to the Servicing Standard.

(b)            Acceleration. If such action is the only action and it is consistent with the Servicing Standard, the Servicer shall accelerate or vote to accelerate, as applicable, the maturity of all or any Scheduled Payments and other amounts due under any Loan Asset promptly after such Loan Asset becomes defaulted.

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(c)            Taxes and other Amounts. The Servicer will use its best efforts to collect all payments with respect to amounts due for Taxes, assessments and insurance premiums relating to each Loan Asset to the extent required to be paid to the Borrower for such application under the applicable Loan Agreement and remit such amounts to the appropriate Governmental Authority or insurer as required by the Loan Agreements.

(d)            Payments to Collection Account. On or before the applicable Cut-Off Date, the Servicer shall have instructed all Obligors to make all payments in respect of the Collateral Portfolio directly to the Collection Account; provided that the Servicer is not required to so instruct any Obligor which is solely a guarantor or other surety (or an Obligor that is not designated as the “lead borrower” or another such similar term) unless and until the Servicer calls on the related guaranty or secondary obligation.

(e)            Controlled Accounts. Each of the parties hereto hereby agrees that (i) each Controlled Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Collection Account Agreement or Unfunded Exposure Account Agreement, as applicable, prior to the delivery of a Notice of Exclusive Control, the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in each Controlled Account which is a securities account and have the right to direct the disposition of funds in any Controlled Account which is a deposit account; provided that after the delivery of a Notice of Exclusive Control, such rights shall be exclusively held by the Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any money or other property for the Borrower in a Controlled Account that is a securities account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Controlled Accounts, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or other property underlying any Financial Assets credited to the Controlled Accounts in the form of securities or instruments shall be registered in the name of the Account Bank or if in the name of the Borrower or the Collateral Agent, Indorsed to the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any Financial Asset credited to the Controlled Accounts be registered in the name of the Borrower, payable to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to the Account Bank or Indorsed in blank.

(f)            Loan Agreements. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Collateral Agent, the Collateral Custodian nor any securities intermediary shall be under any duty or obligation in connection with the acquisition by the Borrower, or the Pledge by the Borrower to the Collateral Agent, of any Loan Asset in the nature of a loan or a participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Loan Agreements,

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or otherwise to examine the Loan Agreements, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Collateral Custodian shall hold any Instrument delivered to it evidencing any Loan Asset Pledged to the Collateral Agent hereunder as custodial agent for the Collateral Agent in accordance with the terms of this Agreement.

(g)            Adjustments. If (i) the Servicer makes a deposit into the Collection Account in respect of an Interest Collection or a Principal Collection of a Loan Asset and such Interest Collection or Principal Collection was received by the Servicer in the form of a check that is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any Interest Collection or Principal Collection and deposits an amount that is less than or more than the actual amount of such Interest Collection or Principal Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Section 6.05Realization Upon Loan Assets. The Servicer shall, consistent with the Servicing Standard and Applicable Law, sell or otherwise transfer, or if it deems advisable to maximize recoveries, hold or cause the Borrower to hold any Defaulted Loan Asset, equity security or other security (so long as such equity security or other security was received in lieu of debt previously contracted with respect to a Loan Asset) received by the Borrower in connection with a default, workout, restructuring or plan of reorganization or similar event under a Loan Asset. The Servicer will remit to the Principal Collection Account the Recoveries received in connection with the sale or disposition of Underlying Collateral relating to a Defaulted Loan Asset.

Section 6.06           Servicer Compensation. As compensation for its activities hereunder and reimbursement for its expenses, the Servicer shall be entitled to be paid the Servicing Fee and reimbursed its reasonable out-of-pocket expenses as provided in Section 2.04.

Section 6.07           Payment of Certain Expenses by Servicer. The Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement, including fees and disbursements of its independent accountants, Taxes imposed on the Servicer, expenses incurred by the Servicer in connection with payments and reports pursuant to this Agreement, and all other fees and expenses not expressly stated under this Agreement for the account of the Borrower. The Servicer will be required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the maintenance of the Controlled Accounts. The Servicer may be reimbursed for any reasonable out-of-pocket expenses incurred hereunder (including out-of-pocket expenses paid by the Servicer on behalf of the Borrower), subject to the availability of funds pursuant to Section 2.04; provided, that, to the extent funds are not available for such reimbursement, the Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fees.

Section 6.08           Reports to the Administrative Agent; Account Statements; Servicer Information.

(a)            Notice of Borrowing; Borrowing Base Certificate. On each Advance Date and on each reduction of Advances Outstanding pursuant to Section 2.18, the Borrower (or the

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Servicer on its behalf) will provide a Notice of Borrowing or a Notice of Reduction, as applicable, and a Borrowing Base Certificate, each updated as of such date, to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent). On each date that the Assigned Value of an Eligible Loan Asset is changed, the Borrower (or the Servicer on its behalf) will deliver an adjusted Borrowing Base Certificate to the Administrative Agent and each Lender Agent.

(b)            Servicing Report. On each Reporting Date and each Advance Date, the Servicer will provide to the Borrower, each Lender Agent, the Administrative Agent and the Collateral Agent a monthly statement including (i) a Borrowing Base Certificate calculated as of the most recent Determination Date, (ii) a Loan Tape prepared as of the most recent Determination Date and (iii) if such Reporting Date precedes a Payment Date, amounts to be remitted pursuant to Section 2.04 to the applicable parties (which shall include any applicable wiring instructions of the parties receiving payment) (such monthly statement, a “Servicing Report”), with respect to related calendar month signed by a Responsible Officer of the Servicer and the Borrower and substantially in the form of Exhibit J.

(c)            Servicer’s Certificate. Together with each Servicing Report, the Servicer shall submit to the Administrative Agent, each Lender Agent and the Collateral Agent a certificate substantially in the form of Exhibit K (a “Servicer’s Certificate”), signed by a Responsible Officer of the Servicer, which shall include a certification by such Responsible Officer that no Event of Default, Servicer Termination Event or Unmatured Event of Default has occurred.

(d)            Financial Statements. The Servicer will submit to the Administrative Agent, each Lender Agent and the Collateral Agent, (i) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of GCIC Senior Loan Fund LLC (excluding the fiscal quarter ending on the date specified in clause (ii)), commencing March 31, 2016, consolidated unaudited financial statements of the Transferor for the most recent fiscal quarter, and (ii) within 90 days after the end of each fiscal year, commencing with the fiscal year ended September 30, 2016, consolidated audited financial statements of GCIC Senior Loan Fund LLC, audited by a firm of nationally recognized independent public accountants, as of the end of such fiscal year.

(e)            Obligor Financial Statements; Valuation Reports; Other Reports. The Servicer will deliver to the Administrative Agent, the Lender Agents and the Collateral Agent, with respect to each Obligor, (i) to the extent received by the Borrower and/or the Servicer pursuant to the Loan Agreement, the complete financial reporting package with respect to such Obligor and with respect to each Loan Asset for such Obligor provided to the Borrower and/or the Servicer quarterly by such Obligor, which delivery shall be made within 60 days after the end of such Obligor’s fiscal quarters (excluding the last fiscal quarter of such Obligor’s fiscal year) and within 90 days after the end of such Obligor’s fiscal year, and (ii) asset and portfolio level monitoring reports prepared by the Servicer with respect to the Loan Assets, which delivery shall be made within 60 days after the end of such Obligor’s fiscal quarters (excluding the last fiscal quarter of such Obligor’s fiscal year) and within 90 days after the end of such Obligor’s fiscal year, which reports shall include covenant and financial covenant testing as required under the applicable Loan Agreement. The Servicer will promptly deliver to the Administrative Agent and any Lender Agent, upon reasonable request and to the extent received by the Borrower and/or the Servicer, all other documents and information required to be delivered by the Obligors to the Borrower with respect to any Loan Asset included in the Collateral Portfolio.

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(f)            Amendments to Loan Assets. The Servicer will deliver to the Administrative Agent, the Lender Agents and the Collateral Custodian a copy of any material amendment, restatement, supplement, waiver or other modification to the Loan Agreement of any Loan Asset (along with any internal documents prepared by the Servicer and provided to its investment committee in connection with such amendment, restatement, supplement, waiver or other modification) within 10 Business Days of the effectiveness of such amendment, restatement, supplement, waiver or other modification.

(g)            Website Access to Information. Notwithstanding anything to the contrary contained herein, information required to be delivered or submitted to any Secured Party pursuant to Section 5.03(h) and this Article VI shall be deemed to have been delivered on the date on which such information is posted on a website to which the Administrative Agent and Lender Agents have access or upon receipt of such information through e-mail or another delivery method acceptable to the Administrative Agent.

Section 6.09           Annual Statement as to Compliance. The Servicer will provide to the Administrative Agent, each Lender Agent and the Collateral Agent within 90 days following the end of each calendar year of the Servicer, commencing with the calendar year ending on December 31, 2015, a fiscal report signed by a Responsible Officer of the Servicer certifying that (a) a review of the activities of the Servicer, and the Servicer’s performance pursuant to this Agreement, for the fiscal period ending on the last day of such calendar year has been made under such Person’s supervision and (b) the Servicer has performed or has caused to be performed in all material respects all of its obligations under this Agreement throughout such year and no Servicer Termination Event has occurred. Within 90 days following the end of each calendar year, commencing with the fiscal year ending on December 31, 2015, the Borrower shall deliver an Officer’s Certificate, in form and substance acceptable to the Lender Agents and the Administrative Agent, providing (i) a certification, based upon a review and summary of UCC search results, that there is no other interest in the Collateral Portfolio perfected by filing of a UCC financing statement other than in favor of the Collateral Agent and (ii) a certification, based upon a review and summary of tax and judgment lien searches satisfactory to the Administrative Agent, that there is no other interest in the Collateral Portfolio based on any tax or judgment lien.

Section 6.10          Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, each Lender Agent and the Collateral Agent within 90 days following the end of each calendar year of the Servicer, commencing with the calendar year ending on December 31, 2015, a report covering such calendar year to the effect that such accountants have applied certain agreed-upon procedures (a copy of which procedures are attached hereto as Schedule IV, it being understood that the Servicer and the Administrative Agent will provide an updated Schedule IV reflecting any further amendments to such Schedule IV prior to the issuance of the first such agreed-upon procedures report, a copy of which shall replace the then existing Schedule IV) to certain documents and records relating to the Collateral Portfolio under any Transaction Document, compared the information contained in the Servicing Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with

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this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exceptions as shall be set forth in such statement.

Section 6.11           The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

ARTICLE VII.

EVENTS OF DEFAULT

Section 7.01           Events of Default. If any of the following events (each, an “Event of Default”) shall occur:

(a)            the Borrower or the Transferor defaults in making any payment required to be made under one or more agreements for borrowed money to which it is a party in an aggregate principal amount in excess of (x) with respect to the Borrower, $500,000 and (y) with respect to the Transferor, $2,500,000 and, in each case, such default is not cured within the applicable cure period, if any, provided for under such agreement; or

(b)            any failure on the part of the Borrower or the Transferor duly to observe or perform in any material respect any other covenants or agreements of the Borrower or the Transferor set forth in this Agreement or the other Transaction Documents (other than those specifically addressed by a separate clause under this Section) to which the Borrower or the Transferor is a party and the same continues unremedied (it being agreed that the sale of any Loan Asset that is not an Eligible Loan Asset shall remedy the failure of any representation, warranty or certification related to such Loan Asset being an Eligible Loan Asset) for a period of 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Transferor by the Administrative Agent or Collateral Agent and (ii) the date on which the Borrower or the Transferor acquires knowledge thereof; provided that the delivery of a certificate or other report within 30 days which corrects any inaccuracy contained in a previous certificate or report shall be deemed to cure such inaccuracy as of the date of delivery of such updated certificate or report and any and all inaccuracies arising from the continuation of such initial inaccurate certificate or report; or

(c)            the occurrence of a Bankruptcy Event relating to the Transferor or the Borrower; or

(d)            the occurrence of a Servicer Termination Event; or

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(e)          (1) the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in excess individually or in the aggregate of $500,000 against the Borrower and the Borrower shall not have either (i) discharged or provided for the discharge of any such judgment, decree or order in accordance with its terms or (ii) perfected a timely appeal of such judgment, decree or order and caused the execution of same to be stayed during the pendency of the appeal or (2) the Borrower shall have made payments of amounts in excess of $500,000 in the settlement of any litigation, claim or dispute (excluding payments made from insurance proceeds); or

(f)          the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that reputable counsel could no longer render a substantive nonconsolidation opinion with respect to the Borrower and the Transferor; or

(g)          (1)            any Transaction Document, or any lien or security interest granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower, the Transferor or the Servicer,

(2)            the Borrower, the Transferor or the Servicer or any other party shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document or any lien or security interest thereunder, or

(3)            any security interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be a first priority perfected security interest except as otherwise expressly permitted to be released in accordance with the applicable Transaction Document; or

(h)          a Borrowing Base Deficiency exists and has not been remedied within five Business Days of the earlier of the Borrower or the Transferor (x) acquiring knowledge thereof or (y) receiving notice thereof of the Administrative Agent in accordance with Section 2.06; provided that, during the period of time that such event remains unremedied, any payments required to be made by the Servicer on a Payment Date shall be made under Section 2.04(c); or

(i)           failure on the part of the Borrower, the Transferor or the Servicer to make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Interest Collections and Principal Collections or any other payment or deposit required to be made by the terms of the Transaction Documents to any Secured Party, Affected Party or Indemnified Party) or the Borrower, the Servicer or the Transferor fails to observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral Portfolio, in each case, required by the terms of any Transaction Document (other than Section 2.06) within three Business Days of the day such payment or deposit is required to be made; provided that in the case of a default in payment or deposit resulting solely from an administrative error or omission by the Borrower, the Transferor or the Servicer, such default continues for a period of one or more Business Days after the earlier of (x) such party receiving written notice or (y) such party having actual knowledge, in each case, of such administrative error or omission (irrespective of whether the cause of such administrative error or omission has been determined); or

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(j)             the Borrower shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; or

(k)            the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of the Borrower or the Transferor and such lien shall not have been released within five Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower or the Transferor and such lien shall not have been released within five Business Days; or

(l)             any Borrower Change of Control shall occur; or

(m)            any representation, warranty or certification made by the Borrower or the Transferor in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which has a Material Adverse Effect and continues to be unremedied (it being agreed that the sale of any Loan Asset that is not an Eligible Loan Asset shall remedy the failure of any representation, warranty or certification related to such Loan Asset being an Eligible Loan Asset) for a period of 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Borrower or the Transferor by the Administrative Agent or the Collateral Agent (which shall be given at the direction of the Administrative Agent) and (ii) the date on which a Responsible Officer of the Borrower or the Transferor acquires knowledge thereof; provided that the delivery of a certificate or other report within 30 days which corrects any inaccuracy contained in a previous certificate or report shall be deemed to cure such inaccuracy as of the date of delivery of such updated certificate or report and any and all inaccuracies arising from the continuation of such initial inaccurate certificate or report; or

(n)            failure to pay, on the Facility Maturity Date, the outstanding principal of all Advances Outstanding, and all Yield and all Fees accrued and unpaid thereon together with all other Obligations, including, but not limited to, any Make-Whole Premium; or

(o)            without limiting the generality of Section 7.01(i) above, failure of the Borrower to pay Yield or Non-Usage Fees within two Business Days of any Payment Date or within two Business Days of when otherwise due; or

(p)            the Borrower ceases to have a valid, perfected ownership interest in all of the Collateral Portfolio (provided that this clause (p) shall not apply to an immaterial portion of the Collateral Portfolio which (x) does not meet the criteria solely as set forth in the second sentence of clause (a) of the definition of “Eligible Loan Asset”, (y) does not result in a Borrowing Base Deficiency and (z) does not have a Material Adverse Effect on the Secured Parties in the sole discretion of the Administrative Agent); or

(q)            the Transferor fails to transfer to the Borrower the applicable Loan Assets and the related Portfolio Assets on an Advance Date (provided that the Lenders shall have funded

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the related Advance) unless the related Advance is repaid in full with accrued and unpaid Yield thereon within five Business Days; or

(r)            the Borrower makes any assignment or attempted assignment of its rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of each of the Lenders and the Administrative Agent, which consent may be withheld by any Lender or the Administrative Agent in the exercise of its sole and absolute discretion; or

(s)            (i) failure of the Borrower to maintain at least one Independent Director, (ii) the removal of any Independent Director of the Borrower without “cause” (as such term is defined in the organizational document of the Borrower) or without giving prior written notice to the Administrative Agent and the Lender Agents, each as required in the organizational documents of the Borrower or (iii) an Independent Director of the Borrower which is not provided by a nationally recognized service reasonably acceptable to the Administrative Agent shall be appointed without the consent of the Administrative Agent; or

(t)            the Servicer fails to maintain a minimum of $7,500,000 of unencumbered liquidity, which may be maintained as a combination of (i) cash or cash equivalents held by GCIC Senior Loan Fund LLC (exclusive of any cash or cash equivalents held by the Borrower), and (ii) Unfunded Capital Commitments; orfailure of the acquisition by Golub Capital BDC, Inc. of the member interests of GCIC Senior Loan Fund LLC to settle within sixty (60) days of the execution of the purchase agreement relating thereto;

(u)            either (i) both Greg Robbins and David Golub for GCIC or (ii) both Brian Butchko and Michael Bubnis for Aurora National Life Assurance Company cease to provide oversight and participate in the investment committee of the Servicer, including, but not limited to, underwriting, the credit approval processes, and credit monitoring activities, and, in either case, such persons are not replaced with other individuals (from GCIC and Aurora National Life Assurance Company respectively) acceptable to the Administrative Agent (such consent not to be unreasonably withheld) within thirty (30) days of such event; or

(v)            Golub Capital LLC (or an Affiliate consented to in writing by the Administrative Agent) ceases to provide all administrative services and back office functions (excluding investment decisions) for the Transferor pursuant to the Administrative and Loan Services Agreement;

then the Administrative Agent or all of the Lenders may, by notice to the Borrower, declare the Facility Maturity Date to have occurred; provided, that, in the case of any event described in Section 7.01(c) above, the Facility Maturity Date shall be deemed to have occurred automatically upon the occurrence of such event. Upon any such declaration or automatic occurrence, (i) the Borrower shall cease purchasing Loan Assets from the Transferor under the Purchase and Sale Agreement or from any other third party and shall cease originating Loan Assets, (ii) the Administrative Agent or all of the Lenders may declare the Variable Funding Notes to be immediately due and payable in full (without presentment, demand, protest or notice of any kind all of which are hereby waived by the Borrower) and any other Obligations to be immediately due and payable, and (iii) all proceeds and distributions in respect of the Portfolio Assets shall be

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distributed by the Collateral Agent (at the direction of the Administrative Agent) as described in Section 2.04(c) (provided that the Borrower shall in any event remain liable to pay such Advances Outstanding and all such amounts and Obligations immediately). In addition, upon any such declaration or upon any such automatic occurrence, the Collateral Agent, on behalf of the Secured Parties and at the direction of the Administrative Agent, shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and other Applicable Law, which rights shall be cumulative. Without limiting any obligation of the Servicer hereunder, the Borrower confirms and agrees that the Collateral Agent, on behalf of the Secured Parties and at the direction of the Administrative Agent (or any designee thereof, including, without limitation, the Servicer), following an Event of Default, shall, at its option, have the sole right to enforce the Borrower’s rights and remedies under each Assigned Document, but without any obligation on the part of the Administrative Agent, the Lenders, the Lender Agents or any of their respective Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. If any Event of Default shall have occurred, the Yield Rate shall be increased pursuant to the increase set forth in the definition of “Applicable Spread”, effective as of the date of the occurrence of such Event of Default, and shall apply after the occurrence of such Event of Default. Any defaults (other than a Borrowing Base Deficiency) arising from the acquisition by the Borrower of an asset that is not an Eligible Loan Asset shall be cured by the sale by the Borrower of such asset.

Section 7.02 Additional Remedies of the Administrative Agent.

(a)           If, (i) upon the Administrative Agent’s or the Lenders’ declaration that the Advances Outstanding hereunder are immediately due and payable pursuant to Section 7.01 upon the occurrence of an Event of Default, or (ii) on the Facility Maturity Date, the aggregate outstanding principal amount of the Advances Outstanding, all accrued and unpaid Fees and Yield and any other outstanding Obligations are not immediately paid in full, then the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent, in addition to all other rights specified hereunder, shall have the right, in its own name and as agent for the Lenders and Lender Agents, to immediately sell (at the Servicer’s expense) in a commercially reasonable manner, in a recognized market (if one exists) at such price or prices as the Administrative Agent may reasonably deem satisfactory, any or all of the Collateral Portfolio and apply the proceeds thereof to the Obligations; provided that the Servicer or any Affiliates thereof shall have the right of first refusal to purchase in whole but not in part, all of the Loan Assets in the Collateral Portfolio, in each case by paying to the Collateral Agent in immediately available funds, an amount equal to all outstanding Obligations. If the Servicer or any Affiliates thereof fail to exercise this purchase right by 5:00 p.m. on the tenth (10th) day following such acceleration of the Obligations pursuant to Section 7.02(a), then such contractual rights shall be irrevocably forfeited by the Servicer and Affiliates thereof, but nothing herein shall prevent the Servicer or its Affiliates from bidding at any sale of such Collateral Portfolio.

(b)          The parties recognize that it may not be possible to sell all of the Collateral Portfolio on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for the assets constituting the Collateral Portfolio may not be liquid. Accordingly, the Administrative Agent may elect, in its sole discretion, the time and manner of liquidating any of the Collateral Portfolio, and nothing contained herein shall obligate the Administrative Agent to liquidate any of the Collateral Portfolio on the date the Administrative

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Agent or all of the Lender Agents declares the Advances Outstanding hereunder to be immediately due and payable pursuant to Section 7.01 or to liquidate all of the Collateral Portfolio in the same manner or on the same Business Day.

(c)           If the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent proposes to sell the Collateral Portfolio or any part thereof in one or more parcels at a public or private sale, at the request of the Collateral Agent or the Administrative Agent, as applicable, the Borrower and the Servicer shall make available to (i) the Administrative Agent, on a timely basis, all information relating to the Collateral Portfolio subject to sale, including, without limitation, copies of any disclosure documents, contracts, financial statements of the applicable Obligors, covenant certificates and any other materials requested by the Administrative Agent, and (ii) each prospective bidder, on a timely basis, all reasonable information relating to the Collateral Portfolio subject to sale, including, without limitation, copies of any disclosure documents, contracts, financial statements of the applicable Obligors, covenant certificates and any other materials reasonably requested by each such bidder.

(d)          Each of the Borrower and the Servicer agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any of the Collateral Portfolio may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral Portfolio or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and each of the Borrower and the Servicer, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or assets constituting the Collateral Portfolio marshaled upon any such sale, and agrees that the Collateral Agent, or the Administrative Agent on its behalf, or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral Portfolio as an entirety or in such parcels as the Collateral Agent (acting at the direction of the Administrative Agent) or such court may determine.

(e)          Any amounts received from any sale or liquidation of the Collateral Portfolio pursuant to this Section 7.02 in excess of the Obligations will be applied by the Collateral Agent (as directed by the Administrative Agent) in accordance with the provisions of Section 2.04(c), or as a court of competent jurisdiction may otherwise direct.

(f)           The Administrative Agent, the Lender Agents and the Lenders shall have, in addition to all the rights and remedies provided herein and provided by applicable federal, state, foreign, and local laws (including, without limitation, the rights and remedies of a secured party under the UCC of any applicable state, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), all rights and remedies available to the Lenders at law, in equity or under any other agreement between any Lender and the Borrower.

(g)          Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any

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right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default.

(h)          Each of the Borrower and the Servicer hereby irrevocably appoints each of the Collateral Agent and the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for in this Agreement, including without limitation the following powers: (a) to give any necessary receipts or acquittance for amounts collected or received hereunder, (b) to make all necessary transfers of the Collateral Portfolio in connection with any such sale or other disposition made pursuant hereto, (c) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower and the Servicer hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (d) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document or Hedging Agreement. Nevertheless, if so requested by the Collateral Agent or the Administrative Agent, the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent or the Administrative Agent or all proper bills of sale, assignments, releases and other instruments as may be designated in any such request.

ARTICLE VIII.

INDEMNIFICATION

Section 8.01 Indemnities by the Borrower.

(a)          Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements of (x) one outside counsel to the Administrative Agent (and any Lender Affiliated with the Administrative Agent) and the Lenders (subject to clause (z) below) except in the event of an actual or potential conflict of interest between the Administrative Agent and the Lenders, in which case one additional counsel for the Lenders, (y) one outside counsel to the Collateral Agent, the Account Bank and the Collateral Custodian, and (z) one counsel per foreign or local jurisdiction deemed reasonably necessary by the Administrative Agent or the Collateral Agent, as applicable (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement, any of the other Transaction Documents or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of such Indemnified Party, (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay or (c) arising on account of Excluded Taxes. Without limiting the foregoing, the Borrower shall

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indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

(i)           any Loan Asset treated as or represented by the Borrower to be an Eligible Loan Asset which is not at the applicable time an Eligible Loan Asset, or the purchase by any party or origination of any Loan Asset which violates Applicable Law;

(ii)          reliance on any representation or warranty made or deemed made by the Borrower, the Servicer (if GCIC Senior Loan FundGC Advisors LLC or one of its Affiliates is the Servicer) or any of their respective officers under or in connection with this Agreement or any Transaction Document, which shall have been false or incorrect in any respect when made or deemed made or delivered;

(iii)         the failure by the Borrower or the Servicer (if GCIC Senior Loan FundGC Advisors LLC or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement, any other Transaction Document or any agreement executed in connection therewith, or with any Applicable Law with respect to any item of Collateral Portfolio, or the nonconformity of any item of Collateral Portfolio with any such Applicable Law;

(iv)         the failure to vest and maintain vested in the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collateral Portfolio, free and clear of any Lien other than Permitted Liens, whether existing at the time of the related Advance or at any time thereafter;

(v)          on each Business Day prior to the Collection Date, a Borrowing Base Deficiency exists and has not been remedied within five Business Days;

(vi)         the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Loan Assets included in the Collateral Portfolio or the other Portfolio Assets related thereto, whether at the time of any Advance or at any subsequent time;

(vii)        any dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) to the payment of any Loan Asset included in the Collateral Portfolio (including, without limitation, a defense based on such Loan Asset (or the Loan Agreement evidencing such Loan Asset) not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim related to such Collateral Portfolio;

(viii)       any failure of the Borrower or the Servicer (if GCIC Senior Loan FundGC Advisors LLC or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of the Transaction Documents to which it is a party or any failure by the Servicer, the Borrower or any Affiliate thereof to perform its respective duties under any Collateral Portfolio;

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(ix)         any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Borrower or the Transferor to qualify to do business or file any notice or business activity report or any similar report;

(x)          any action taken by the Borrower or the Servicer in the enforcement or collection of the Collateral Portfolio which results in any claim, suit or action of any kind pertaining to the Collateral Portfolio or which reduces or impairs the rights of the Administrative Agent, any Lender Agent or any Lender with respect to any Loan Asset or the value of any such Loan Asset;

(xi)         any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with any Underlying Collateral or Collateral Portfolio;

(xii)        any claim, suit or action of any kind arising out of or in connection with Environmental Laws relating to the Borrower or the Collateral Portfolio, including any vicarious liability;

(xiii)       the failure by the Borrower to pay when due any Taxes for which the Borrower is liable, including, without limitation, sales, excise or personal property Taxes payable in connection with the Collateral Portfolio;

(xiv)       any repayment by the Administrative Agent, the Lender Agents, the Lenders or a Secured Party of any amount previously distributed in payment of Advances or payment of Yield or Fees or any other amount due hereunder or under any Hedging Agreement, in each case which amount the Administrative Agent, the Lender Agents, the Lenders or a Secured Party believes in good faith is required to be repaid;

(xv)        the commingling by the Borrower or the Servicer of payments and collections required to be remitted to the Collection Account or the Unfunded Exposure Account with other funds;

(xvi)       any investigation, litigation or proceeding related to this Agreement or the other Transaction Documents, or the use of proceeds of Advances or the Collateral Portfolio, or the administration of the Loan Assets by the Borrower or the Servicer;

(xvii)      any failure by the Borrower to give reasonably equivalent value to the Transferor (or other seller thereof) in consideration for the transfer to the Borrower of any item of the Collateral Portfolio or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code;

(xviii)     the use of the proceeds of any Advance in a manner other than as provided in this Agreement and the Transaction Documents;

(xix)        any failure of the Borrower, the Servicer or any of their respective agents or representatives to remit to the Collection Account, within two Business Days of

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receipt, payments and collections with respect to the Collateral Portfolio remitted to the Borrower, the Servicer or any such agent or representative; and/or

(xx)         the failure by the Borrower to comply with any of the covenants relating to the Hedging Agreement in accordance with the Transaction Documents.

(b)          Any amounts subject to the indemnification provisions of this Section 8.01 shall be paid by the Borrower to the Administrative Agent on behalf of the applicable Indemnified Party within two Business Days following the Administrative Agent’s written demand therefor on behalf of the applicable Indemnified Party (and the Administrative Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Administrative Agent of such amounts). The Administrative Agent, on behalf of any Indemnified Party making a request for indemnification under this Section 8.01, shall submit to the Borrower a certificate setting forth in reasonable detail the basis for and the computations of the Indemnified Amounts with respect to which such indemnification is requested, which certificate shall be conclusive absent demonstrable error.

(c)           If for any reason the indemnification provided above in this Section 8.01 or Section 8.02 below is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless in respect of any losses, claims, damages or liabilities, then the Borrower or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Borrower or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

(d)           If the Borrower has made any payments in respect of Indemnified Amounts to the Administrative Agent on behalf of an Indemnified Party pursuant to this Section 8.01 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will promptly repay such amounts collected to the Borrower, without interest.

(e)           The obligations of the Borrower under this Section 8.01 shall survive the resignation or removal of the Administrative Agent, the Lenders, the Lender Agents, the Servicer, the Collateral Agent, the Account Bank or the Collateral Custodian and the termination of this Agreement.

Section 8.02          Indemnities by Servicer.

(a)          Without limiting any other rights which any Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party from and against any and all Indemnified Amounts, awarded against or incurred by any Indemnified Party as a consequence of any of the following, excluding, however, Indemnified Amounts to the extent resulting from Excluded Taxes or gross negligence, bad faith or willful misconduct on the part of such Indemnified Party claiming indemnification hereunder:

(i)            the inclusion, in any computations made by it in connection with any Borrowing Base Certificate or other report prepared by it hereunder, of any Loan

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Assets as Eligible Loan Assets which were not Eligible Loan Assets as of the date of any such computation;

(ii)           reliance on any representation or warranty made or deemed made by the Servicer or any of its officers under or in connection with this Agreement or any other Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made or delivered;

(iii)          the failure by the Servicer to comply with (A) any term, provision or covenant contained in this Agreement or any other Transaction Document, or any other agreement executed in connection with this Agreement, or (B) any Applicable Law applicable to it with respect to any Portfolio Assets;

(iv)          any litigation, proceedings or investigation against the Servicer;

(v)           any action or inaction by the Servicer that causes the Collateral Agent, for the benefit of the Secured Parties, not to have a first priority perfected security interest in the Collateral Portfolio, free and clear of any Lien other than Permitted Liens, whether existing at the time of the related Advance or any time thereafter;

(vi)          the commingling by the Servicer of payments and collections required to be remitted to the Collection Account or the Unfunded Exposure Account with other funds;

(vii)         any failure of the Servicer or any of its agents or representatives (including, without limitation, agents, representatives and employees of such Servicer acting pursuant to authority granted under Section 6.01 hereof) to remit to the Collection Account payments and collections with respect to Loan Assets remitted to the Servicer or any such agent or representative within two Business Days of receipt;

(viii)        the failure by the Servicer to perform any of its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document or errors or omissions related to such duties;

(ix)           failure or delay in assisting a successor Servicer in assuming each and all of the Servicer’s obligations to service and administer the Collateral Portfolio, or failure or delay in complying with instructions from the Administrative Agent with respect thereto; and/or

(x)           any of the events or facts giving rise to a breach of any of the Servicer’s representations, warranties, agreements and/or covenants set forth in Article IV, Article V or Article VI or this Agreement.

(b)           Any Indemnified Amounts shall be paid by the Servicer to the Administrative Agent, for the benefit of the applicable Indemnified Party, within fifteen Business Days following receipt by the Servicer of the Administrative Agent’s written demand therefor (and

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the Administrative Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Administrative Agent of such amounts).

(c)           If the Servicer has made any indemnity payments to the Administrative Agent, on behalf of an Indemnified Party pursuant to this Section 8.02 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will promptly repay such amounts collected to the Servicer, without interest.

(d)           The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loan Assets.

(e)           The obligations of the Servicer under this Section 8.02 shall survive the resignation or removal of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank or the Collateral Custodian and the termination of this Agreement.

(f)            Any indemnification pursuant to this Section 8.02 shall not be payable from the Collateral Portfolio.

Section 8.03          Legal Proceedings.In the event an Indemnified Party becomes involved in any action, claim, or legal, governmental or administrative proceeding (an “Action”) for which it seeks indemnification hereunder, the Indemnified Party shall promptly notify the other party or parties against whom it seeks indemnification (the “Indemnifying Party”) in writing of the nature and particulars of the Action; provided that its failure to do so shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure has a material adverse effect on the Indemnifying Party. Upon written notice to the Indemnified Party acknowledging in writing that the indemnification provided hereunder applies to the Indemnified Party in connection with the Action (subject to the exclusion in the first sentence of Section 8.01, the first sentence of Section 8.02 or Section 8.02(d), as applicable), the Indemnifying Party may assume the defense of the Action at its expense with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to retain separate counsel in connection with the Action, and the Indemnifying Party shall not be liable for the legal fees and expenses of the Indemnified Party after the Indemnifying Party has done so; provided that if the Indemnified Party determines in good faith that there may be a conflict between the positions of the Indemnified Party and the Indemnifying Party in connection with the Action, or that the Indemnifying Party is not conducting the defense of the Action in a manner reasonably protective of the interests of the Indemnified Party, the reasonable legal fees and expenses of the Indemnified Party shall be paid by the Indemnifying Party; provided, further, that the Indemnifying Party shall not, in connection with any one Action or separate but substantially similar or related Actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees or expenses of more than one separate firm of attorneys (and any required local counsel) for such Indemnified Party, which firm (and local counsel, if any) shall be designated in writing to the Indemnifying Party by the Indemnified Party. If the Indemnifying Party elects to assume the defense of the Action, it shall have full control over the conduct of such defense; provided that the Indemnifying Party and its counsel shall, as reasonably requested by the Indemnified Party or its counsel, consult with and keep them informed with respect to the conduct of such defense. The Indemnifying Party shall not settle an Action without the prior written approval of the Indemnified Party unless such

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settlement provides for the full and unconditional release of the Indemnified Party from all liability in connection with the Action. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with the defense of the Action.

Section 8.04           After-Tax Basis. Indemnification under Section 8.01 and 8.02 shall be in an amount necessary to make the Indemnified Party whole after taking into account any Tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits that is or was payable by the Indemnified Party.

ARTICLE IX.

THE ADMINISTRATIVE AGENT AND LENDER AGENTS

Section 9.01          The Administrative Agent.

(a)           Appointment. Each Lender Agent and each Secured Party hereby appoints and authorizes the Administrative Agent as its agent hereunder and hereby further authorizes the Administrative Agent to appoint additional agents to act on its behalf and for the benefit of each Lender Agent and each Secured Party. Each Lender Agent and each Secured Party further authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth in this Agreement, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or Lender Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)           Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.

(c)           Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Each Secured Party hereby waives any and all claims against the Administrative

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Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Transferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Transferor, or the Servicer or to inspect the property (including the books and records) of the Borrower, the Transferor, or the Servicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

(d)            Actions by Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Lender Agents as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders and Lender Agents against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Lender Agents; provided, that, notwithstanding anything to the contrary herein, the Administrative Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Administrative Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise. In the event the Administrative Agent requests the consent of a Lender Agent pursuant to the foregoing provisions and the Administrative Agent does not receive a consent (either positive or negative) from such Person within ten Business Days of such Person’s receipt of such request, then such Lender or Lender Agent shall be deemed to have declined to consent to the relevant action.

(e)           Notice of Event of Default, Unmatured Event of Default or Servicer Termination Event. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of an Event of Default, Unmatured Event of Default or Servicer Termination Event, unless the Administrative Agent has received written notice from a Lender, Lender Agent, the Borrower or the Servicer referring to this Agreement, describing such Event of Default, Unmatured Event of Default or Servicer Termination Event and stating that such notice is a “Notice of Event of Default,” “Notice of Unmatured Event of Default” or “Notice of Servicer Termination Event,” as applicable. The Administrative Agent shall (subject to Section 9.01(c)) take such action with respect to such Event of Default, Unmatured Event of Default or Servicer

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Termination Event as may be requested by the Lender Agents acting jointly or as the Administrative Agent shall deem advisable or in the best interest of the Lender Agents.

(f)            Credit Decision with Respect to the Administrative Agent. Each Lender Agent and each Secured Party acknowledges that none of the Administrative Agent or any of its Affiliates has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower, the Servicer, the Transferor or any of their respective Affiliates or review or approval of any of the Collateral Portfolio, shall be deemed to constitute any representation or warranty by any of the Administrative Agent or its Affiliates to any Lender Agent as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender Agent and each Secured Party acknowledges that it has, independently and without reliance upon the Administrative Agent, or any of the Administrative Agent’s Affiliates, and based upon such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and the other Transaction Documents to which it is a party. Each Lender Agent and each Secured Party also acknowledges that it will, independently and without reliance upon the Administrative Agent, or any of the Administrative Agent’s Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement and the other Transaction Documents to which it is a party. Each Lender Agent and each Secured Party hereby agrees that the Administrative Agent shall not have any duty or responsibility to provide any Lender Agent with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower, the Servicer, the Transferor or their respective Affiliates which may come into the possession of the Administrative Agent or any of its Affiliates.

(g)            Indemnification of the Administrative Agent. Each Lender Agent agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or the Servicer), ratably in accordance with the Pro Rata Share of its related Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Administrative Agent hereunder or thereunder; provided that the Lender Agents shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct; provided, further, that no action taken in accordance with the directions of the Lender Agents shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IX. Without limitation of the foregoing, each Lender Agent agrees to reimburse the Administrative Agent, ratably in accordance with the Pro Rata Share of its related Lender, promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lender Agents or Lenders hereunder and/or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower or the Servicer.

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(h)           Successor Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to each Lender Agent and the Borrower and may be removed at any time with cause by the Lender Agents acting jointly. Upon any such resignation or removal, the Lender Agents acting jointly shall appoint a successor Administrative Agent with, unless an Unmatured Event of Default or Event of Default has occurred and in continuing, the consent of the Borrower. Each Lender Agent agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

(i)            Payments by the Administrative Agent. Unless specifically allocated to a specific Lender Agent pursuant to the terms of this Agreement, all amounts received by the Administrative Agent on behalf of the Lender Agents shall be paid by the Administrative Agent to the Lender Agents in accordance with their related Lender’s respective Pro Rata Shares in the applicable Advances Outstanding, or if there are no Advances Outstanding in accordance with their related Lender’s most recent Commitments, on the Business Day received by the Administrative Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case the Administrative Agent shall use its reasonable efforts to pay such amounts to each Lender Agent on such Business Day, but, in any event, shall pay such amounts to such Lender Agent not later than the following Business Day.

Section 9.02           The Lender Agents.

(a)            Authorization and Action. Each Lender, respectively, hereby designates and appoints its related Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender

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and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower, the Servicer or any other Lender. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations.

(b)            Delegation of Duties. Each Lender Agent may execute any of its duties under this Agreement and each other Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Lender Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

(c)            Exculpatory Provisions. Neither any Lender Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Transaction Document (except for its, their or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any manner to its related Lender for any recitals, statements, representations or warranties made by the Borrower or the Servicer contained in Article IV, any other Transaction Document or any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or any other Transaction Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Transaction Document or any other document furnished in connection herewith or therewith, or for any failure of the Borrower or the Servicer to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in this Agreement, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. No Lender Agent shall be under any obligation to its related Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the Borrower or the Servicer. No Lender Agent shall be deemed to have knowledge of any Event of Default or Unmatured Event of Default unless such Lender Agent has received notice from the Borrower or its related Lender.

(d)            Reliance by Lender Agent. Each Lender Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by such Lender Agent. Each Lender Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of its related Lender as it deems appropriate and it shall first be indemnified to its satisfaction by its related Lender; provided that, unless and until such Lender Agent shall have received such advice, such Lender Agent may take or refrain from taking any action, as the Lender Agent shall deem advisable and in the best interests of its related Lender. Each Lender Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of its related Lender, and such request and any action taken or failure to act pursuant thereto shall be binding upon its related Lender.

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(e)            Non-Reliance on Lender Agent. Each Lender expressly acknowledges that neither its related Lender Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by such Lender Agent hereafter taken, including, without limitation, any review of the affairs of the Borrower or the Servicer, shall be deemed to constitute any representation or warranty by such Lender Agent. Each Lender represents and warrants to its related Lender Agent that it has and will, independently and without reliance upon its related Lender Agent, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Borrower and made its own decision to enter into this Agreement, the other Transaction Documents and all other documents related hereto or thereto.

(f)            Lender Agents are in their Respective Individual Capacities. Each Lender Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as though such Lender Agent were not a Lender Agent hereunder. With respect to Advances Outstanding pursuant to this Agreement, each Lender Agent shall have the same rights and powers under this Agreement in its individual capacity as any Lender and may exercise the same as though it were not a Lender Agent, and the terms “Lender,” and “Lenders,” shall include the Lender Agent in its individual capacity.

(g)           Successor Lender Agent. Each Lender Agent may, upon five days’ notice to the Borrower and its related Lender, and such Lender Agent will, upon the direction of its related Lender resign as the Lender Agent for such Lender. If any Lender Agent shall resign, then its related Lender during such five day period shall appoint a successor agent. If for any reason no successor agent is appointed by such Lender during such five day period, then effective upon the termination of such five day period, and the Borrower shall make all payments in respect of the Obligations due to such Lender directly to such Lender, and for all purposes shall deal directly with such Lender. After any retiring Lender Agent’s resignation hereunder as a Lender Agent, the provisions of Articles VIII and IX shall inure to its benefit with respect to any actions taken or omitted to be taken by it while it was a Lender Agent under this Agreement.

ARTICLE X.

COLLATERAL AGENT

Section 10.01        Designation of Collateral Agent.

(a)            Initial Collateral Agent. Each of the Lenders, the Lender Agents and the Administrative Agent hereby designate and appoint the Collateral Agent to act as its agent for the purposes of perfection of a security interest in the Collateral Portfolio and hereby authorizes the Collateral Agent to take such actions on its behalf and on behalf of each of the Secured Parties and to exercise such powers and perform such duties as are expressly granted to the Collateral Agent by this Agreement. The Collateral Agent hereby accepts such agency appointment to act as Collateral Agent pursuant to the terms of this Agreement, until its resignation or removal as Collateral Agent pursuant to the terms hereof.

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(b)            Successor Collateral Agent. Upon the Collateral Agent’s receipt of a Collateral Agent Termination Notice from the Administrative Agent of the designation of a successor Collateral Agent pursuant to the provisions of Section 10.05, the Collateral Agent agrees that it will terminate its activities as Collateral Agent hereunder.

(c)            Secured Party. The Administrative Agent, the Lender Agents and the Lenders hereby appoint Wells Fargo, in its capacity as Collateral Agent hereunder, as their agent for the purposes of perfection of a security interest in the Collateral Portfolio. Wells Fargo, in its capacity as Collateral Agent hereunder, hereby accepts such appointment and agrees to perform the duties set forth in Section 10.02(b).

Section 10.02        Duties of Collateral Agent.

(a)            Appointment. The Lenders, the Lender Agents and the Administrative Agent each hereby appoints Wells Fargo to act as Collateral Agent, for the benefit of the Secured Parties. The Collateral Agent hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto set forth herein.

(b)            Duties. On or before the initial Advance Date, and until its removal pursuant to Section 10.05, the Collateral Agent shall perform, on behalf of the Secured Parties, the following duties and obligations:

(i)            The Collateral Agent shall calculate amounts to be remitted pursuant to Section 2.04 to the applicable parties and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Servicing Report (such dispute to be resolved in accordance with Section 2.05);

(ii)           The Collateral Agent shall promptly upon its actual receipt of a (i) Borrowing Base Certificate from the Borrower, re-calculate the Borrowing Base and, if the Collateral Agent’s calculation does not correspond with the calculation provided by the Borrower on such Borrowing Base Certificate, deliver such calculation to each of the Administrative Agent, Borrower and Servicer within one (1) Business Day of receipt by the Collateral Agent of such Borrowing Base Certificate.

(iii)          The Collateral Agent shall make payments pursuant to the terms of the Servicing Report or as otherwise directed in accordance with Sections 2.04 or 2.05 (the “Payment Duties”).

(iv)          The Collateral Agent shall provide to the Servicer a copy of all written notices and communications identified as being sent to it in connection with the Loan Assets and the other Collateral Portfolio held hereunder which it receives from the related Obligor, participating bank and/or agent bank. In no instance shall the Collateral Agent be under any duty or obligation to take any action on behalf of the Servicer in respect of the exercise of any voting or consent rights, or similar actions, unless it receives specific written instructions from the Servicer, prior to the occurrence of an Event of Default or the Administrative Agent, after the occurrence of Event of Default, in which event the Collateral Agent shall vote, consent or take such other action in accordance with such instructions.

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(v)           The Collateral Agent shall create a database (the “Collateral Database”) with respect to the Loan Assets held by the Borrower on the Closing Date. The Collateral Agent shall permit access to the information in the Collateral Database by the Servicer and the Borrower. The Collateral Agent shall update the Collateral Database promptly for Loan Assets and Permitted Investments acquired or sold or otherwise disposed of and for any amendments or changes to Loan Asset amounts or interest rates.

(vi)          The Collateral Agent shall establish the Collection Account and the Unfunded Exposure Account in the name of the Collateral Agent under the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties.

(vii)         The Collateral Agent shall track the receipt and daily allocation of cash to the Interest Collection Account and Principal Collection Account and any withdrawals therefrom and, on each Business Day, provide to the Servicer daily reports reflecting such actions to the Interest Collection Account and Principal Collection Account as of the close of business on the preceding Business Day.

(viii)        The Collateral Agent shall assist and reasonably cooperate with the independent certified public accountants in the preparation of those reports required under Section 6.10.

(ix)           The Collateral Agent shall provide the Servicer with such other information as may be reasonably requested in writing by the Servicer and as is within the possession of the Collateral Agent

(c)           (i)             The Administrative Agent, each Lender Agent and each Secured Party further authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 10.02(c) shall be deemed to relieve the Borrower or the Servicer of their respective obligations to protect the interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral Portfolio, including to file financing and continuation statements in respect of the Collateral Portfolio in accordance with Section 5.01(t).

(ii)            The Administrative Agent may direct the Collateral Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Agent hereunder, the Collateral Agent

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shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Agent shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Agent, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Agent to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Agent requests the consent of the Administrative Agent and the Collateral Agent does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action.

(iii)           Except as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement (x) unless and until (and to the extent) expressly so directed by the Administrative Agent or (y) prior to the Facility Maturity Date (and upon such occurrence, the Collateral Agent shall act in accordance with the written instructions of the Administrative Agent pursuant to clause (x)). The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Agent has actual knowledge of such matter or written notice thereof is received by the Collateral Agent.

(d)           If, in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, the Collateral Agent may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within two Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such two Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions. The Collateral Agent shall be entitled to rely on the advice of legal counsel and independent accountants in performing its duties hereunder and shall be deemed to have acted in good faith if it acts in accordance with such advice.

(e)           Concurrently herewith, the Administrative Agent directs the Collateral Agent and the Collateral Agent is authorized to enter into the Collection Account Agreement and Unfunded Exposure Account Agreement. For the avoidance of doubt, all of the Collateral Agent’s rights, protections and immunities provided herein shall apply to the Collateral Agent for any actions taken or omitted to be taken under the Collection Account Agreement and the Unfunded Exposure Account Agreement in such capacity.

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Section 10.03       Merger or Consolidation. Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the properties and assets of the Collateral Agent substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Collateral Agent hereunder, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Section 10.04        Collateral Agent Compensation. As compensation for its Collateral Agent activities hereunder, the Collateral Agent shall be entitled to the Collateral Agent Fees and Collateral Agent Expenses from the Borrower as set forth in the Wells Fargo Fee Letter, payable to the extent of funds available therefor pursuant to the provisions of Section 2.04. The Collateral Agent’s entitlement to receive the Collateral Agent Fees shall cease on the earlier to occur of: (i) its removal as Collateral Agent pursuant to Section 10.05 or (ii) the termination of this Agreement.

Section 10.05        Collateral Agent Removal. The Collateral Agent may be removed, with or without cause, by the Administrative Agent by 30 days’ written notice given in writing to the Collateral Agent (the “Collateral Agent Termination Notice”); provided that, notwithstanding its receipt of a Collateral Agent Termination Notice, the Collateral Agent shall continue to act in such capacity until a successor Collateral Agent has been appointed and has agreed to act as Collateral Agent hereunder; provided that the Collateral Agent shall continue to receive compensation of its fees and expenses in accordance with Section 10.04 above while so serving as the Collateral Agent prior to a successor Collateral Agent being appointed.

Section 10.06        Limitation on Liability.

(a)          The Collateral Agent may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Agent may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Administrative Agent or (b) the verbal instructions of the Administrative Agent.

(b)         The Collateral Agent may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(c)         The Collateral Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties.

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(d)           The Collateral Agent makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Collateral Portfolio, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Collateral Portfolio. The Collateral Agent shall not be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it.

(e)           The Collateral Agent shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Agent. Notwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Collateral Agent shall not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral Agent shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility.

(f)            The Collateral Agent shall not be required to expend or risk its own funds in the performance of its duties hereunder.

(g)            It is expressly agreed and acknowledged that the Collateral Agent is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral Portfolio.

(h)           Subject in all cases to the last sentence of Section 2.05, in case any reasonable question arises as to its duties hereunder, the Collateral Agent may, prior to the occurrence of an Event of Default or the Facility Maturity Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Maturity Date, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Administrative Agent, as applicable. The Collateral Agent shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall the Collateral Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i)            The Collateral Agent shall not be liable for the acts or omissions of the Collateral Custodian under this Agreement and shall not be required to monitor the performance of the Collateral Custodian. Notwithstanding anything herein to the contrary, the Collateral Agent shall have no duty to perform any of the duties of the Collateral Custodian under this Agreement.

(j)            In no event shall the Collateral Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism,

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fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Agent as contemplated by this Agreement.

Section 10.07        Collateral Agent Resignation. The Collateral Agent may resign at any time by giving not less than 90 days’ written notice thereof to the Administrative Agent and with the consent of the Administrative Agent, which consent shall not be unreasonably withheld. Upon receiving such notice of resignation, the Administrative Agent shall promptly appoint a successor collateral agent or collateral agents by written instrument, in duplicate, executed by the Administrative Agent, one copy of which shall be delivered to the Collateral Agent so resigning and one copy to the successor collateral agent or collateral agents, together with a copy to the Borrower, Servicer and Collateral Custodian. If no successor collateral agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within 45 days after the giving of such notice of resignation, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. Notwithstanding anything herein to the contrary, the Collateral Agent may not resign prior to a successor Collateral Agent being appointed.

ARTICLE XI.

MISCELLANEOUS

Section 11.01        Amendments and Waivers.

(a)            (i) No amendment or modification of any provision of this Agreement shall be effective without the written agreement of the Borrower, the Servicer, the Required Lenders, the Administrative Agent and, solely if such amendment or modification would adversely affect the rights and obligations of the Collateral Agent, the Account Bank or the Collateral Custodian, the written agreement of the Collateral Agent, the Account Bank or the Collateral Custodian, as applicable; (ii) no termination or waiver of any provision of this Agreement or consent to any departure therefrom by the Borrower or the Servicer shall be effective without the written concurrence of the Administrative Agent and the Required Lenders and (iii) no amendment, waiver or modification adversely affecting the rights or obligations of any Hedge Counterparty shall be effective without the written agreement of such Person. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(b)           Notwithstanding the provisions of Section 11.01(a), the written consent of all of the Lenders shall be required for any amendment, modification or waiver (i) reducing any Advances Outstanding, or the Yield thereon, (ii) postponing any date for any payment of any Advance, or the Yield thereon, (iii) modifying the provisions of this Section 11.01 or (iv) extending the Stated Maturity Date or clause (i) of the definition of “Reinvestment Period”; provided that the Administrative Agent may increase the BSL Limit in its sole discretion.

Section 11.02         Notices, Etc. All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication and

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communication by e-mail) and faxed, e-mailed or delivered, to each party hereto, at the address set forth below:

(i)          to the Borrower:

Prior to January 13, 2020:

GCIC Senior Loan Fund II LLC

666 Fifth Avenue

New York, NY 10103

Attention: Gregory A. Robbins

Facsimile: 212-750-5505 

Telephone: 212-660-7274

With a copy to:Effective January 13, 2020:

GCIC Senior Loan Fund II LLC

16600 Swingley Ridge Road

Chesterfield, MO 63017

200 Park Avenue, 25th Floor

New York, NY 10166

Attention: Michael Bubnis / Brian ButchkoGregory A. Robbins

Facsimile: (636) 736-7644212-750-3756

Telephone: (636) 736-5640 / (636) 736-7244212-750-6060

(ii)          to the Servicer or the Transferor:

Prior to January 13, 2020:

GCIC Senior Loan Fund LLC GC Advisors LLC

666 Fifth Avenue

New York, NY 10103

Attention: Gregory A. Robbins

Facsimile: 212-750-5505

Telephone: 212-660-7274

With a copy to:Effective January 13, 2020:

GCIC Senior Loan Fund LLCGC Advisors LLC

16600 Swingley Ridge Road

Chesterfield, MO 63017

200 Park Avenue, 25th Floor

New York, NY 10166

Attention: Michael Bubnis / Brian ButchkoGregory A. Robbins

Facsimile: (636) 736-7644212-750-3756

Telephone: (636) 736-5640 / (636) 736-7244212-750-6060

(iii)         to the Administrative Agent:

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Wells Fargo Bank, N.A.
Duke Energy Center
550 South Tryon Street, 5th Floor
MAC D1086-051
Charlotte, NC 28202
Attention: Corporate Debt Finance

Facsimile: (704) 715-0089
Confirmation: (704) 410-2450
All electronic dissemination of Notices should be sent to scp.mmloans@wellsfargo.com scp.mmloans@wellsfargo.com

(iv)         to Wells Fargo Bank, N.A., as Lender:

Wells Fargo Bank, N.A.

Duke Energy Center

550 South Tryon Street, 5^th Floor

MAC D1086-051

Charlotte, NC 28202

Attention: Corporate Debt Finance

Facsimile: (704) 715-0089
Confirmation: (704) 410-2450

All electronic dissemination of Notices should be sent to scp.mmloans@wellsfargo.comscp.mmloans@wellsfargo.com

(v)          to Wells Fargo Bank, N.A., as Collateral Agent:

Wells Fargo Bank, N. A.

Corporate Trust Services Division

9062 Old Annapolis Rd.

Columbia, Maryland 21045

Attn: SAS Trust Services – GCIC SENIOR LOAN FUNDSenior Loan Fund II LLC

Fax: (443) 367-3986

Phone: (410) 884-2000

(vi)         to Wells Fargo Bank, N.A., as Account Bank:

Wells Fargo Bank, N. A.

Corporate Trust Services Division

9062 Old Annapolis Rd.

Columbia, Maryland 21045

Attn: CDO Trust Services – GCIC SENIOR LOAN FUNDSenior Loan Fund II LLC

Fax: (443) 367-3986

Phone: (410) 884-2000

(vii)        to Wells Fargo Bank, N.A., as Collateral Custodian:

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Wells Fargo Bank, N. A.

Corporate Trust Services Division

9062 Old Annapolis Rd

Columbia, MD 21045

Attn: SAS Trust Services – GCIC SENIOR LOAN FUNDSenior Loan Fund II LLC

Phone: (410) 884-2000

Fax: (443) 367-3986

or at such other address as shall be designated by such party in a written notice to the other parties hereto. Notices and communications by facsimile and e-mail shall be effective when sent (and shall be followed by hard copy sent by regular mail), and notices and communications sent by other means shall be effective when received.

Section 11.03      No Waiver; Remedies. No failure on the part of the Administrative Agent, the Collateral Agent, any Lender or any Lender Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11.04      Binding Effect; Assignability; Multiple Lenders.

(a)         This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the prior written consent of the Borrower (which consent shall not be unreasonably withheld), each Lender and their respective successors and assigns may assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to any Person; provided that, (w) a Lender may assign, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate or a Permitted Assignee without the prior consent of the Borrower, (x) after an Event of Default has occurred, a Lender may assign its rights and obligations hereunder to any Person without the prior consent of the Borrower, (y) any Conduit Lender shall not need prior consent from the Borrower to assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent and (z) any Lender may assign or participate all or a portion of its interests hereunder or under its Variable Funding Note without the consent of the Borrower upon such Lender’s good faith determination that such assignment or participation is required for regulatory reasons. Any such assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit M hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. For the avoidance of doubt, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the

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applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent, other than any assignment effected in connection with a transaction that meets the requirements of Section 5.04(a). In addition, without limiting the foregoing, this Agreement shall not be assigned within the meaning of the Advisers Act by GCIC Senior Loan FundGC Advisors LLC without the consent of the Borrower. Such consent may be evidenced through the Borrower’s failure to object to an assignment or intended assignment following appropriate notice to the Borrower from GCIC Senior Loan FundGC Advisors LLC.

(b)            Notwithstanding any other provision of this Section 11.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such Lender as a party hereto.

(c)            Each Hedge Counterparty, each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

Section 11.05         Term of This Agreement. This Agreement, including, without limitation, the Borrower’s representations and covenants set forth in Articles IV and V and the Servicer’s representations, covenants and duties set forth in Articles IV, V and VI, shall remain in full force and effect until the Collection Date; provided that the rights and remedies with respect to any breach of any representation and warranty made or deemed made by the Borrower or the Servicer pursuant to Articles III and IV and the indemnification and payment provisions of Article VIII, IX and Article XI and the provisions of Section 2.10, Section 2.11, Section 11.07, Section 11.08 and Section 11.09 shall be continuing and shall survive any termination of this Agreement.

Section 11.06         GOVERNING LAW; JURY WAIVER.  THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.

Section 11.07         Costs, Expenses and Taxes.

(a)            In addition to the rights of indemnification granted to the Indemnified Parties under Section 8.01 and Section 8.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay (i) with respect to the Borrower, on the Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Transferor, on demand, in each case, all out-of-pocket costs and expenses of the Administrative

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Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

(b)            The Borrower, the Servicer and the Transferor shall pay (i) with respect to the Borrower, on the Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Transferor, on demand, in each case, any and all stamp, sales, excise and other Taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, the other Transaction Documents or any other document providing liquidity support, credit enhancement or other similar support to the Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder.

(c)            The Servicer and the Transferor shall pay on demand all other out-of-pocket costs, expenses and Taxes (excluding Taxes imposed on or measured by net income) incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Collateral Custodian and the Account Bank, including, without limitation, all costs and expenses incurred by the Administrative Agent, the Lender Agents and the Lenders in connection with periodic audits of the Borrower’s, the Transferor’s or the Servicer’s books and records.

Section 11.08         No Proceedings.

(a)            Each of the parties hereto (other than the Administrative Agent with the consent of the Lender Agents) and each Hedge Counterparty (by accepting the benefits of this Agreement) agrees that it will not institute against, or join any other Person in instituting against, the Borrower any proceedings of the type referred to in the definition of Bankruptcy Event so long as there shall not have elapsed one year and one day (or such longer preference period as shall then be in effect) since the Collection Date.

(b)            Each of the parties hereto (other than any Conduit Lender) and each Hedge Counterparty (by accepting the benefits of this Agreement) hereby agrees that it will not institute against, or join any other Person in instituting against, any Conduit Lender, the Administrative Agent, or any Liquidity Banks any Bankruptcy Proceeding so long as any commercial paper issued by such Conduit Lender shall be outstanding and there shall not have elapsed one year and one

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day (or such longer preference period as shall then be in effect) since the last day on which any such commercial paper shall have been outstanding.

Section 11.09         Recourse Against Certain Parties.

(a)            No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of any such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent or any Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of any such Person, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of any such Person and each incorporator, stockholder, affiliate, officer, employee or director of any such Person or of any such administrator, or any of them, for breaches by the Administrative Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

(b)            Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected.

(c)            No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby.

(d)            Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are

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contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes.

(e)            The provisions of this Section 11.09 shall survive the termination of this Agreement.

Section 11.10         Execution in Counterparts; Severability; Integration. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by e-mail in portable document format (.pdf) or facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. In the event that any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement and any agreements or letters (including fee letters) executed in connection herewith contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings other than any fee letter delivered by the Servicer to the Administrative Agent and the Lender Agents.

Section 11.11         Consent to Jurisdiction; Service of Process.

(a)            Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b)            Each of the Borrower and the Servicer agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower or the Servicer, as applicable, at its address specified in Section 11.02 or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 11.11 shall affect the right of the Lenders, the Lender Agents or the Administrative Agent to serve legal process in any other manner permitted by law.

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Section 11.12         Characterization of Conveyances Pursuant to the Purchase and Sale Agreement.

(a)            It is the express intent of the parties hereto that the conveyance of the Eligible Loan Assets by the Transferor to the Borrower as contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances described in Section 5.01(aa) and Section 5.02(j) hereof) as, a sale by the Transferor of such Eligible Loan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loan Assets by the Transferor to the Borrower to secure a debt or other obligation of the Transferor. However, in the event that, notwithstanding the intent of the parties, the Eligible Loan Assets are held to continue to be property of the Transferor, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the Eligible Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Transferor to the Borrower of a first priority security interest (subject only to Permitted Liens) in all of the Transferor’s right, title and interest in and to the Eligible Loan Assets and all amounts payable to the holders of the Eligible Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Borrower (or the Collateral Custodian on its behalf) of Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to create a security interest in the Eligible Loan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement.

(b)            It is the intention of each of the parties hereto that the Eligible Loan Assets conveyed by the Transferor to the Borrower pursuant to the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the Transferor’s estate in the event of the filing of a bankruptcy petition by or against the Transferor under any bankruptcy or similar law.

(c)            The Borrower agrees to treat, and shall cause the Transferor to treat, for all purposes (other than accounting purposes and subject to the tax characterization of the Borrower and the Advances described in Section 5.01(aa) and Section 5.02(j) hereof), the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. Solely to the extent the Transferor is required to file its financial statements publicly, the Borrower and the Servicer each hereby agree to cause the Transferor to reflect in the Transferor’s financial records

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and to include a note in the publicly filed annual and quarterly financial statements of GCIC Senior Loan Fund LLC indicating that: (i) assets related to transactions (including transactions pursuant to the Transaction Documents) that do not meet ASC Topic 860 requirements for accounting sale treatment are reflected in the consolidated balance sheet of GCIC Senior Loan Fund LLC as investments and (ii) those assets are owned by a special purpose entity that is consolidated in GCIC Senior Loan Fund LLC’s financial statements, the creditors of the special purpose entity have received security interests in such assets and such assets are not intended to be available to the creditors of GCIC Senior Loan Fund LLC (or any affiliate of GCIC Senior Loan Fund LLC).

Section 11.13         Confidentiality.

(a)            Each of the Administrative Agent, the Lenders, the Lender Agents, the Servicer, the Collateral Agent, the Borrower, the Account Bank, the Transferor and the Collateral Custodian shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Agreement and all information with respect to the other parties, including all information regarding the Borrower and the Servicer hereto and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that each such party and its officers and employees may (i) disclose such information to its external accountants, investigators, auditors, attorneys or other agents, including any Approved Valuation Firm engaged by such party in connection with any due diligence or comparable activities with respect to the transactions and Loan Assets contemplated herein and the agents of such Persons, and in the case of the Transferor, the members of the Transferor (“Excepted Persons”); provided that each Excepted Person shall, as a condition to any such disclosure, agree for the benefit of the Administrative Agent, the Lenders, the Lender Agents, the Servicer, the Collateral Agent, the Borrower, the Account Bank, the Transferor and the Collateral Custodian that such information shall be used solely in connection with such Excepted Person’s evaluation of, or relationship with, the Borrower and its affiliates, (ii) disclose the existence of the Agreement, but not the financial terms thereof, (iii) disclose such information as is required by Applicable Law and (iv) disclose the Agreement and such information in any suit, action, proceeding or investigation (whether in law or in equity or pursuant to arbitration) involving any of the Transaction Documents for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies, or interests under or in connection with any of the Transaction Documents. It is understood that the financial terms that may not be disclosed except in compliance with this Section 11.13(a) include, without limitation, all fees and other pricing terms, and all Events of Default, Servicer Termination Events, and priority of payment provisions.

(b)            Anything herein to the contrary notwithstanding, the Borrower and the Servicer each hereby consents to the disclosure of any nonpublic information with respect to it (i) to the Administrative Agent, the Lenders, the Lender Agents, the Account Bank, the Collateral Agent or the Collateral Custodian by each other, (ii) by the Administrative Agent, the Lenders, the Lender Agents, the Account Bank, the Collateral Agent and the Collateral Custodian to any prospective or actual assignee or participant of any of them provided such Person agrees to hold such information confidential, or (iii) by the Administrative Agent, the Lenders, the Lender Agents, the Account Bank, the Collateral Agent and the Collateral Custodian to any commercial paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to any Lender or any Person providing financing to, or holding equity interests in, any Conduit Lender, as

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applicable, and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided each such Person is informed of the confidential nature of such information. In addition, the Lenders, the Lender Agents, the Administrative Agent, the Collateral Agent, the Account Bank and the Collateral Custodian may disclose any such nonpublic information as required pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

(c)            Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known; (ii) disclosure of any and all information (a) if required to do so by any applicable statute, law, rule or regulation, (b) following a request from any government agency or regulatory body having or claiming authority to regulate or oversee any aspect of the Lenders’, the Lender Agents’, the Administrative Agent’s, the Collateral Agent’s, the Account Bank’s or the Collateral Custodian’s business or that of their affiliates; provided that to the extent permitted by Applicable Law, such Person shall use reasonable efforts to inform the Borrower and GCIC Senior Loan FundGC Advisors LLC of such request; provided, further, that such Person shall not be required to inform the Borrower or GCIC Senior Loan FundGC Advisors LLC of such request if the disclosure is made to a bank examiner, regulatory examiner or self-regulatory examiner in the course of any such examiner’s examination or inspection of such Person, (c) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Administrative Agent, any Lender, any Lender Agent, the Collateral Agent, the Collateral Custodian or the Account Bank or an officer, director, employer, shareholder or affiliate of any of the foregoing is a party; provided that to the extent permitted by Applicable Law, such Person shall use reasonable efforts to inform the Borrower and GCIC Senior Loan FundGC Advisors LLC of such request, (d) in any preliminary or final offering circular, registration statement or contract or other document approved in advance by the Borrower, the Servicer or the Transferor, (e) to any affiliate, independent or internal auditor, agent, employee or attorney of the Collateral Agent or the Collateral Custodian having a need to know the same or (f) to any Person when required to comply with Anti-Corruption Laws and Anti-Money Laundering Laws, provided that the disclosing party advises such recipient of the confidential nature of the information being disclosed; or (iii) any other disclosure authorized by the Borrower, Servicer (so long as the Servicer is GCIC Senior Loan FundGC Advisors LLC or an Affiliate thereof) or any Transferor.

Section 11.14         Non-Confidentiality of Tax Treatment. All parties hereto agree that each of them and each of their employees, representatives, and other agents may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including, without limitation, opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure. “Tax treatment” and “tax structure” shall have the same meaning as such terms have for purposes of Treasury Regulation Section 1.6011-4; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, the provisions of this Section 11.14 shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the transactions contemplated hereby.

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Section 11.15         Waiver of Set Off. Each of the parties hereto hereby waives any right of setoff it may have or to which it may be entitled under this Agreement from time to time against the Administrative Agent, the Lenders, the Lender Agents or their respective assets.

Section 11.16         Headings and Exhibits. The headings herein are for purposes of references only and shall not otherwise affect the meaning or interpretation of any provision hereof. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes.

Section 11.17         Ratable Payments. If any Lender, whether by setoff or otherwise, shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of Advances owing to it (other than Breakage Fees or pursuant to Section 2.10 or Section 2.11) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.

Section 11.18         Failure of Borrower or Servicer to Perform Certain Obligations. If the Borrower or the Servicer, as applicable, fails to perform any of its agreements or obligations under Section 5.01(t), Section 5.02(p) or Section 5.03(e), the Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by the Borrower or the Servicer (on behalf of the Borrower), as applicable, upon the Administrative Agent’s demand therefor.

Section 11.19         Power of Attorney. The Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent as its attorney-in-fact to act on behalf of the Borrower (i) to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Secured Parties in the Collateral Portfolio and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Collateral Portfolio as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Secured Parties in the Collateral Portfolio. This appointment is coupled with an interest and is irrevocable.

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Section 11.20         Delivery of Termination Statements, Releases, etc. Upon payment in full of all of the Obligations (other than unmatured contingent indemnification obligations) and the termination of this Agreement, the Collateral Agent shall deliver to the Borrower termination statements, reconveyances, releases and other documents necessary or appropriate to evidence the termination of the Pledge and other Liens securing the Obligations, all at the expense of the Borrower.

Section 11.21         Customer Identification Notice.  Each Lender and the Administrative Agent (for itself and not on behalf of any other Lender) hereby notifies the Borrower that United States law requires each United States Lender and the Administrative Agent to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower (and certain Persons having a beneficial interest in the Borrower) and other information that will allow such Lender and the Administrative Agent, as applicable, to identify the Borrower.

ARTICLE XII.

COLLATERAL CUSTODIAN

Section 12.01         Designation of Collateral Custodian.

(a)            Initial Collateral Custodian. The role of Collateral Custodian with respect to the Required Loan Documents shall be conducted by the Person designated as Collateral Custodian hereunder from time to time in accordance with this Section 12.01. Each of the Borrower, the Lender Agents and the Administrative Agent hereby designate and appoint the Collateral Custodian to act as its agent and hereby authorizes the Collateral Custodian to take such actions on its behalf and to exercise such powers and perform such duties as are expressly granted to the Collateral Custodian by this Agreement. The Collateral Custodian hereby accepts such agency appointment to act as Collateral Custodian pursuant to the terms of this Agreement, until its resignation or removal as Collateral Custodian pursuant to the terms hereof.

(b)            Successor Collateral Custodian. Upon the Collateral Custodian’s receipt of a Collateral Custodian Termination Notice from the Administrative Agent of the designation of a successor Collateral Custodian pursuant to the provisions of Section 12.05, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder.

Section 12.02         Duties of Collateral Custodian.

(a)            Appointment. The Borrower, the Lender Agents and the Administrative Agent each hereby appoints Wells Fargo to act as Collateral Custodian, for the benefit of the Secured Parties. The Collateral Custodian hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto set forth herein.

(b)            Duties. From the Closing Date until its removal pursuant to Section 12.05, the Collateral Custodian shall perform, on behalf of the Secured Parties, the following duties and obligations:

(i)            The Collateral Custodian shall take and retain custody of the Required Loan Documents delivered by the Borrower pursuant to Section 3.02(a) and

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Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties. Within five Business Days of its receipt of any Required Loan Documents, the related Loan Tape and a hard copy of the Loan Asset Checklist, the Collateral Custodian shall review the Required Loan Documents to confirm that (A) such Required Loan Documents have been executed by each party thereto (either an original or a copy, as indicated on the Loan Asset Checklist) and have no missing or mutilated pages, (B) filed stamped copies of the UCC and other filings (required by the Required Loan Documents) are included, (C) each item listed in the Loan Asset Checklist is included and verify it has been provided to the Collateral Custodian without any missing pages or sections, and (D) the related original balance (based on a comparison to the note or assignment agreement, as applicable), Loan Asset number and Obligor name, as applicable, with respect to such Loan Asset is referenced on the related Loan Tape (such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Required Loan Documents hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian a hard copy (which may be preceded by an electronic copy, as applicable) of the related Loan Asset Checklist which contains the Loan Asset information with respect to the Required Loan Documents being delivered, identification number and the name of the Obligor with respect to such Loan Asset. Notwithstanding anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Asset Checklist. If, at the conclusion of such review, the Collateral Custodian shall determine that (i) the original balance of the Loan Asset with respect to which it has received Required Loan Documents is less than as set forth on the Loan Tape or the Obligor name does not match, the Collateral Custodian shall notify the Administrative Agent and the Servicer of such discrepancy within one Business Day, or (ii) any Review Criteria is not satisfied, the Collateral Custodian shall within one Business Day notify the Servicer of such determination and provide the Servicer with a list of the non-complying Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have five Business Days after notice or knowledge thereof to correct any non-compliance with any Review Criteria. To the extent such non-compliance has not been cured within such time period, such Loan Asset shall be deemed to be a Warranty Loan Asset and shall no longer be included in the calculation of any Borrowing Base hereunder until such deficiency is cured. In addition, if requested in writing (in the form of Exhibit L) by the Servicer and approved by the Administrative Agent within 10 Business Days of the Collateral Custodian’s delivery of such report, the Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Required Loan Documents. Notwithstanding anything to the contrary contained herein, the Collateral Custodian shall have no duty or obligation with respect to any Loan Asset checklist delivered to it in electronic form.

(ii)            In taking and retaining custody of the Required Loan Documents, the Collateral Custodian shall be deemed to be acting as the agent of the Secured Parties; provided that the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Required Loan Documents or the instruments

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therein; and provided, further, that, the Collateral Custodian’s duties shall be limited to those expressly contemplated herein.

(iii)            All Required Loan Documents shall be kept in fire resistant vaults, rooms or cabinets at the locations specified on the address of the Collateral Custodian in Section 11.02, or at such other office as shall be specified to the Administrative Agent and the Servicer by the Collateral Custodian in a written notice delivered at least 30 days prior to such change. All Required Loan Documents shall be placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating GCIC Senior Loan Fund LLC and its Affiliates and subsidiaries.

(iv)           On the Reporting Date of each month, the Collateral Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form mutually agreeable to the Administrative Agent and the Collateral Custodian) identifying each Loan Asset for which it holds Required Loan Documents and the applicable Review Criteria that any Loan Asset fails to satisfy.

(v)            Notwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Collateral Custodian shall not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility.

(c)          (i)            The Collateral Custodian agrees to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan Documents to the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit L), as applicable, as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to Article VII. In the event the Collateral Custodian receives instructions from the Collateral Agent, the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent.

(ii)            The Collateral Custodian shall promptly upon its actual receipt of a Borrowing Base Certificate from the Borrower, re-calculate the Borrowing Base and, if the Collateral Custodian’s calculation does not correspond with the calculation provided by the Borrower on such Borrowing Base Certificate, deliver such calculation to each of the Administrative Agent, Borrower and Servicer within one (1) day of receipt by the Collateral Custodian of such Borrowing Base Certificate.

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(iii)            The Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action.

(iv)            The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Collateral Custodian has actual knowledge of such matter or written notice thereof is received by the Collateral Custodian.

Section 12.03        Merger or Consolidation. Any Person (i) into which the Collateral Custodian may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Custodian shall be a party, or (iii) that may succeed to the properties and assets of the Collateral Custodian substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Collateral Custodian hereunder, shall be the successor to the Collateral Custodian under this Agreement without further act of any of the parties to this Agreement.

Section 12.04        Collateral Custodian Compensation. As compensation for its Collateral Custodian activities hereunder, the Collateral Custodian shall be entitled to the Collateral Custodian Fees from the Borrower as set forth in the Wells Fargo Fee Letter, payable pursuant to the extent of funds available therefor pursuant to the provisions of Section 2.04. The Collateral Custodian’s entitlement to receive the Collateral Custodian Fees shall cease on the earlier to occur of: (i) its removal as Collateral Custodian pursuant to Section 12.05, (ii) its resignation as Collateral Custodian pursuant to Section 12.07 of this Agreement or (iii) the termination of this Agreement.

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Section 12.05        Collateral Custodian Removal.  The Collateral Custodian may be removed, with or without cause, by the Administrative Agent by 30 days’ written notice given in writing to the Collateral Custodian (the “Collateral Custodian Termination Notice”); provided that, notwithstanding its receipt of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until a successor Collateral Custodian has been appointed and has agreed to act as Collateral Custodian hereunder.

Section 12.06        Limitation on Liability.

(a)            The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Administrative Agent or (b) the verbal instructions of the Administrative Agent.

(b)            The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(c)            The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties.

(d)            The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Collateral Portfolio, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Collateral Portfolio. The Collateral Custodian shall not be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it.

(e)            The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian.

(f)            The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder.

(g)            It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral Portfolio.

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(h)           Subject in all cases to the last sentence of Section 12.02(c)(i), in case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Maturity Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Maturity Date, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Administrative Agent, as applicable. The Collateral Custodian shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall the Collateral Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i)            In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement.

Section 12.07        Collateral Custodian Resignation.  Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall (i) be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit L. Notwithstanding anything herein to the contrary, the Collateral Custodian may not resign prior to a successor Collateral Custodian being appointed.

Section 12.08         Release of Documents.

(a)            Release for Servicer. From time to time and as appropriate for the enforcement or servicing of any of the Collateral Portfolio, the Collateral Custodian is hereby authorized (unless and until such authorization is revoked by the Administrative Agent), upon written receipt from the Servicer of a request for release of documents and receipt in the form annexed hereto as Exhibit L, to release to the Servicer within two Business Days of receipt of such request, the related Required Loan Documents or the documents set forth in such request and receipt to the Servicer. All documents so released to the Servicer shall be held by the Servicer in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties in accordance with the terms of this Agreement. The Servicer shall return to the Collateral Custodian the Required Loan Documents or other such documents (i) promptly upon the request of the Administrative Agent, or (ii) when the Servicer’s need therefor in connection with such foreclosure or servicing no longer exists, unless the Loan Asset shall be liquidated, in which case, the Servicer shall deliver

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an additional request for release of documents to the Collateral Custodian and receipt certifying such liquidation from the Servicer to the Collateral Agent, all in the form annexed hereto as Exhibit L.

(b)            Limitation on Release. The foregoing provision with respect to the release to the Servicer of the Required Loan Documents and documents by the Collateral Custodian upon request by the Servicer shall be operative only to the extent that the Administrative Agent has consented to such release. Promptly after delivery to the Collateral Custodian of any request for release of documents, the Servicer shall provide notice of the same to the Administrative Agent. Any additional Required Loan Documents or documents requested to be released by the Servicer may be released only upon written authorization of the Administrative Agent. The limitations of this paragraph shall not apply to the release of Required Loan Documents to the Servicer pursuant to the immediately succeeding subsection.

(c)           Release for Payment. Upon receipt by the Collateral Custodian of the Servicer’s request for release of documents and receipt in the form annexed hereto as Exhibit L (which certification shall include a statement to the effect that all amounts received in connection with such payment or repurchase have been credited to the Collection Account as provided in this Agreement), the Collateral Custodian shall promptly release the related Required Loan Documents to the Servicer.

Section 12.09        Return of Required Loan Documents. The Borrower may, with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), require that the Collateral Custodian return each Required Loan Document (a) delivered to the Collateral Custodian in error or (b) released from the Lien of the Collateral Agent hereunder pursuant to Section 2.16, in each case by submitting to the Collateral Custodian and the Administrative Agent a written request in the form of Exhibit L hereto (signed by both the Borrower and the Administrative Agent) specifying the Collateral Portfolio to be so returned and reciting that the conditions to such release have been met (and specifying the Section or Sections of this Agreement being relied upon for such release). The Collateral Custodian shall upon its receipt of each such request for return executed by the Borrower and the Administrative Agent promptly, but in any event within five Business Days, return the Required Loan Documents so requested to the Borrower.

Section 12.10        Access to Certain Documentation and Information Regarding the Collateral Portfolio; Audits of Servicer.  The Collateral Custodian shall provide to the Administrative Agent and each Lender Agent access to the Required Loan Documents and all other documentation regarding the Collateral Portfolio including in such cases where the Administrative Agent and each Lender Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two Business Days’ prior written request, (ii) during normal business hours and (iii) subject to the Servicer’s and the Collateral Custodian’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent and each Lender Agent, the Administrative Agent and

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each Lender Agent may review the Servicer’s collection and administration of the Collateral Portfolio in order to assess compliance by the Servicer with the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral Portfolio, and Required Loan Documents in conjunction with such a review. Such review shall be (subject to Section 5.03(d)(ii)) reasonable in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 12.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct, at the expense of the Borrower, a review of the Required Loan Documents and all other documentation regarding the Collateral Portfolio.

Section 12.11         Bailment.  The Collateral Custodian agrees that, with respect to any Required Loan Documents at any time or times in its possession or held in its name, the Collateral Custodian shall be the agent and bailee of the Collateral Agent, for the benefit of the Secured Parties, for purposes of perfecting (to the extent not otherwise perfected) the Collateral Agent’s security interest in the Collateral Portfolio and for the purpose of ensuring that such security interest is entitled to first priority status under the UCC.

[Signature pages to follow.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

THE BORROWER:	GCIC SENIOR LOAN FUND II LLC
	By:	GCIC Senior Loan Fund LLC, its designated manager
	By:
		Name:	David Golub
		Title:	GCIC Representative

By:
	Name:
	Title:	Aurora National Life Assurance Company Representative

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

GCIC Senior Loan Fund II LLC

Loan and Servicing Agreement

THE SERVICER:  GCIC SENIOR LOAN FUNDGC ADVISORS LLC 

By:
	Name:
	Title:	GCIC Representative

By:
	Name:
	Title:	Aurora National Life Assurance Company Representative

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

GCIC Senior Loan Fund II LLC

Loan and Servicing Agreement

THE TRANSFEROR:  GCIC SENIOR LOAN FUND LLC  

By:
	Name:
	Title:	GCIC Representative
	Title:

By:
	Name:
	Title:	Aurora National Life Assurance Company Representative

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

GCIC Senior Loan Fund II LLC

Loan and Servicing Agreement

THE ADMINISTRATIVE AGENT:  WELLS FARGO BANK, N.A.  

By:
	Name:
	Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

GCIC Senior Loan Fund II LLC

Loan and Servicing Agreement

INSTITUTIONAL LENDER  WELLS FARGO BANK, N.A.

By:
	Name:
	Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

GCIC Senior Loan Fund II LLC

Loan and Servicing Agreement

THE COLLATERAL AGENT: WELLS FARGO BANK, N. A.  

By:
	Name:
	Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

GCIC Senior Loan Fund II LLC

Loan and Servicing Agreement

THE ACCOUNT BANK: WELLS FARGO BANK, N. A.  

By:
	Name:
	Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

GCIC Senior Loan Fund II LLC

Loan and Servicing Agreement

THE COLLATERAL CUSTODIAN: WELLS FARGO BANK, N. A.  

By:
	Name:
	Title:

GCIC Senior Loan Fund II LLC

Loan and Servicing Agreement

SCHEDULE I

CONDITIONS PRECEDENT DOCUMENTS

As required by Section 3.01 of the Agreement, each of the following items must be delivered to the Administrative Agent and the Lender Agents prior to the effectiveness of the Agreement:

(a)      A copy of this Agreement duly executed by each of the parties hereto;

(b)      A certificate of the Secretary or Assistant Secretary of each of the Borrower, the Servicer and the Transferor, dated the date of this Agreement, certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign on behalf of such Person the Transaction Documents to which it is a party (on which certificate the Administrative Agent, the Lenders and the Lender Agents may conclusively rely until such time as the Administrative Agent and the Lender Agents shall receive from the Borrower, the Servicer or the Transferor, as applicable, a revised certificate meeting the requirements of this paragraph (b)(i)), (ii) that the copy of the certificate of formation of such Person, as applicable, is a complete and correct copy and that such certificate of formation have not been amended, modified or supplemented and are in full force and effect, (iii) that the copy of the limited liability company agreement of such Person is a complete and correct copy, and that such limited liability company agreement has not been amended, modified or supplemented and are in full force and effect, and (iv) the resolutions of the board of directors of such Person approving and authorizing the execution, delivery and performance by such Person of the Transaction Documents to which it is a party;

(c)       A good standing certificate, dated as of a recent date for each of the Borrower, the Servicer and the Transferor issued by the Secretary of State of such Person’s State of formation or organization, as applicable;

(d)      Duly executed Powers of Attorney from the Borrower and the Servicer;

(e)      Duly executed Variable Funding Note(s);

(f)       Financing statements (the “Facility Financing Statements”) describing the Collateral Portfolio, and (i) naming the Borrower as debtor and the Collateral Agent, on behalf of the Secured Parties, as secured party, (ii) naming the Transferor as debtor, the Borrower as assignor and the Collateral Agent, on behalf of the Secured Parties, as secured party/total assignee and (iii) other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Collateral Agent’s, on behalf of the Secured Parties, interests in all Collateral Portfolio;

(g)      Financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral Portfolio previously granted by the Transferor;

(h)      Copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Administrative Agent and requests for information (or a similar UCC search report certified

by a party acceptable to the Administrative Agent), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Borrower (under its present name and any previous name) and the Transferor (under its present name and any previous name) as debtor(s) and which are filed in the jurisdiction of Delaware, as applicable, together with copies of such financing statements (none of which shall cover any Collateral Portfolio);

(i)       One or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to such matters as the Administrative Agent may reasonably request (including an opinion, with respect to the first priority perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral Portfolio);

(j)       One or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to the true sale of the Collateral Portfolio under the Purchase and Sale Agreement and that the Borrower would not be substantively consolidated with the Transferor in a proceeding under the Bankruptcy Code;

(k)      One or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, among other things, the due authorization, execution and delivery of, and enforceability of, this Agreement and the other Transaction Documents to which the Borrower is a party;

(l)       One or more favorable Opinions of Counsel of counsel to the Servicer, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, among other things, the due authorization, execution and delivery of, and enforceability of, this Agreement and the other Transaction Documents to which the Servicer is a party;

(m)      One or more favorable Opinions of Counsel of counsel to the Transferor, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, among other things, the due authorization, execution and delivery of, and enforceability of, this Agreement and the other Transaction Documents to which the Transferor is a party;

(n)      One or more favorable Opinions of Counsel of New York counsel to the Borrower, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, all matters under New York law regarding the due authorization, execution and delivery of, and enforceability of each of the Transaction Documents, not covered by above;

(o)      One or more favorable Opinions of Counsel of New York counsel to the Servicer, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, all matters under New York law

Sch. I-2

regarding the due authorization, execution and delivery of, and enforceability of each of the Transaction Documents, not covered by above;

(p)      One or more favorable Opinions of Counsel of New York counsel to the Transferor, acceptable to the Administrative Agent and addressed to the Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, all matters under New York law regarding the due authorization, execution and delivery of, and enforceability of each of the Transaction Documents, not covered by above;

(q)      Duly completed copies of IRS Form W-9 (or any successor forms or other certificates or statements that may be required from time to time by the relevant United States taxing authorities or Applicable Law) for the Borrower; and

(r)       A copy of each of the other Transaction Documents duly executed by the parties thereto.

Sch. I-3

SCHEDULE II

APPROVED REPLACEMENT SERVICERS

Any entity listed below (or an Affiliate thereof) shall be an Approved Replacement Servicer:

[Reserved]

AEA Middle Market Debt Management LP

Ivy Hill Asset Management L.P.

Ares Capital Corporation

Audax Management Company (NY), LLC

Fortress Investment Group LLC

GSO/Blackstone Debt Funds Management LLC

Madison Capital Funding LLC

NewStar Financial Inc.

NXT Capital, LLC

SCHEDULE III

[Reserved]

Sch. III-1

SCHEDULE IV

AGREED-UPON PROCEDURES FOR
INDEPENDENT PUBLIC ACCOUNTANTS

In accordance with Section 6.10 of the Loan and Servicing Agreement, the Servicer will cause a firm of nationally recognized independent public accountants to furnish in accordance with attestation standards established by the American Institute of Certified Public Accountants a report to the effect that such accountants have either verified, compared, or recalculated each of the following accounts in the Servicing Report to applicable system or records of the Servicer:

· Loan Tape:

o Senior Leverage Ratio for such Loan Asset for the most recent Relevant Test Period

o Interest Coverage Ratio as of the applicable Cut-Off Date for such Loan and for the most recent Relevant Test Period

o Days delinquent

o Scheduled maturity date

o Rate of interest (and reference rate)

o Outstanding Balance

o Industry Classification

o Par amount

o Adjusted Borrowing Value

· Borrowing Base

· Advances Outstanding

· Compare Principal Collections, Interest Collections and amounts on deposit in the Unfunded Exposure Account to the actual balances reflected by the Account Bank

· Discretionary Sales Calculations, Substitution Calculations, Lien Release Dividend Calculations

At the discretion of the nationally recognized independent public accountant, three random Servicing Reports from the fiscal year will be chosen and reviewed.

The report provided by the accountants may be in a format such typically utilized for a report of this nature, however it will consist of at a minimum, (i) a list of deviations from the Servicing Report and (ii) discuss with the Servicer the reason for such deviations, and set forth the findings in such report.

SCHEDULE V

LOAN TAPE

For each Loan Asset, the Borrower shall provide, as applicable, the following information and the applicable Loan Tape:

(a)      Loan Asset Number

(b)      Obligor Name

(c)      Loan Asset Type (Broadly Syndicated or Middle Market)

(d)      Calculation of the Senior Leverage Ratio as of the applicable Cut-Off Date for such Loan Asset and for the most recent Relevant Test Period

(e)      Calculation of the Total Leverage Ratio for the most recent Relevant Test Period for such Loan Asset

(f)      Calculation of the Interest Coverage Ratio as of the applicable Cut-Off Date for such Loan and for the most recent Relevant Test Period

(g)     Trailing twelve month EBITDA

(h)      Days delinquent

(i)       Scheduled maturity date

(j)       Rate of interest (and reference rate)

(k)      LIBOR floor (if applicable)

(l)       Outstanding Balance

(m)     Any Unfunded Exposure Amount (if applicable)

(n)      Par amount

(o)     Assigned Value

(p)      Adjusted Borrowing Value

(q)      Industry classification

(r)      Whether such Loan Asset has been subject to a Value Adjustment Event (and of what type)

(s)      Whether such Loan Asset has been subject to a Material Modification

(t)       The Cut-Off Date for such Loan Asset

(u)      PIK Percentage

(v)      Applicable Percentage

(w)     Cash taxes (as of the most recent fiscal year-end)

(x)      Maintenance capital expenditures (as of the most recent fiscal year-end)

(y)      Cash used in the Senior Leverage Ratio and Total Leverage Ratio calculations

(z)      Gross total debt for the most recent Relevant Test Period

(aa)    Most recent fiscal year end

Sch. V-2

ANNEX A

Conduit Lender Commitment

Institutional Lender		Commitment
Wells Fargo Bank, N.A.	$	84,000,000

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, David B. Golub, Chief Executive Officer, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of Golub Capital BDC, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 11, 2020

/s/ David B. Golub                        

David B. Golub

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Ross A. Teune, Chief Financial Officer, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of Golub Capital BDC, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 11, 2020

/s/ Ross A. Teune                        

Ross A. Teune

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Golub Capital BDC, Inc. (the “Company”), for the quarterly period ended March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, David B. Golub and Ross A. Teune, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.

Date: May 11, 2020	/s/ David B. Golub
	David B. Golub Chief Executive Officer
	/s/ Ross A. Teune
	Ross A. Teune Chief Financial Officer