Exhibit 10.1


 


EXECUTION
VERSION


 


AMENDMENT NO. 1 TO LOAN FINANCING
AND SERVICING AGREEMENT, dated as of September 21, 2021 (this “Amendment”), among GBDC 3 Funding LLC, as borrower
(the “Borrower”), Golub Capital BDC 3, Inc., as servicer (the “Servicer”) and Deutsche Bank
AG, New York Branch (“DBNY”), as facility agent (in such capacity, the “Facility Agent”), as agent
(in such capacity, an “Agent”) and as a committed lender (in such capacity, a “Lender”).


 


WHEREAS, the Borrower, Golub
Capital BDC 3, Inc., as equityholder, the Servicer, Deutsche Bank Trust Company Americas, as collateral agent and collateral custodian,
the Facility Agent and each Agent and Lender party thereto are party to the Loan Financing and Servicing Agreement, dated as of September 10,
2019 (as amended, supplemented, amended and restated and otherwise modified from time to time, the “Loan Agreement”);
and


 


WHEREAS, the Borrower, the Servicer,
the Facility Agent and the Lenders have agreed to amend the Loan Agreement in accordance with Section 17.2 of the Loan Agreement
and subject to the terms and conditions set forth herein.


 


NOW THEREFORE, in consideration
of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.1.      Defined
Terms. Terms used but not defined herein have the respective meanings given to such terms in the Loan Agreement.


 


ARTICLE II


 


Amendments


 


SECTION 2.1.      Amendments
to the Loan Agreement. The Loan 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 of the Loan Agreement attached as Exhibit A hereto.


 


SECTION 2.2.       Amendments
to the Exhibits and Schedules to the Loan Agreement. The Exhibits and Schedules to the Loan Agreement are 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 of the Exhibits and Schedules to the Loan Agreement attached
as Exhibit B hereto.


 






    1


     


    

 


ARTICLE III


 


Conditions to Effectiveness


 


SECTION 3.1.      This
Amendment shall become effective as of the date first written above upon the satisfaction of the following conditions:


 


(a)            the
execution and delivery of this Amendment by each party hereto; and


 


(b)           all
fees (including reasonable and documented fees, disbursements and other charges of external counsel to the extent invoiced one Business
Day prior to the date hereof) due to the Lenders on or prior to the effective date of this Amendment have been paid in full.


 


ARTICLE IV


 


Representations and Warranties


 


SECTION 4.1.       The
Borrower hereby represents and warrants to the Facility Agent that, as of the date first written above, (i) no Event of Default,
Unmatured Event of Default, Servicer Default or Unmatured Servicer Default has occurred and is continuing and (ii) the representations
and warranties of the Borrower contained in the Loan Agreement are true and correct in all material respects on and as of such day (other
than any representation and warranty that is made as of a specific date).


 


ARTICLE V


 


Miscellaneous


 


SECTION 5.1.       Governing
Law. 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 LAW OF THE STATE OF NEW YORK.


 


SECTION 5.2.      Severability
Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 5.3.      Ratification.
Except as expressly amended and waived hereby, the Loan Agreement is in all respects ratified and confirmed and all the terms, conditions
and provisions thereof shall remain in full force and effect.


 


SECTION 5.4.       Counterparts;
Electronic Execution. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall
constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission
shall be effective as delivery of a manually executed counterpart hereof. The parties agree that this Amendment may be executed and delivered
by electronic signatures and that the electronic signatures appearing on this Amendment are the same as handwritten signatures for the
purposes of validity, enforceability and admissibility.


 






    2


     


    

 


SECTION 5.5.       Headings.
The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or
affect the meaning or interpretation of any provisions hereof.


 


[Signature pages follow]


 






    3


     


    

 


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


 


	 	GBDC 3 FUNDING
LLC, as Borrower
	 	 
	 	 
	 	 
	 	By:	 /s/ Joshua M. Levinson
	 	 	Name:	Joshua M. Levinson
	 	 	Title:	Secretary



 


[Signature
Page to Amendment to LFSA]


 






    


     


    

 


	 	GOLUB CAPITAL BDC 3, INC., as Servicer
	 	 	 
	 	 	 
	 	 	 
	 	 	By:	/s/ Joshua M. Levinson
	 	 	 	Name:	Joshua M. Levinson
	 	 	 	Title:	Secretary



 


[Signature
Page to Amendment to LFSA]


 






    


     


    

 


	 	DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent
	 	 
	 	 	 
	 	 	 
	 	 	By:	/s/ Amit Patel
	 	 	 	Name:	Amit Patel
	 	 	 	Title:	Managing Director
	 	 	 
	 	 	 
	 	 	 
	 	 	By:	/s/ Ho Min Kwak
	 	 	 	Name:	Ho Min Kwak
	 	 	 	Title:	Vice President



 


[Signature
Page to Amendment to LFSA]


 






    


     


    

 


	 	DEUTSCHE BANK AG, NEW YORK BRANCH, as an Agent and as a Committed Lender
	 	 	 
	 	 	 
	 	 	 
	 	 	By:	/s/ Amit Patel
	 	 	 	Name:	Amit Patel
	 	 	 	Title:	Managing Director
	 	 	 
	 	 	 
	 	 	 
	 	 	By:	/s/ Ho Min Kwak
	 	 	 	Name:	Ho Min Kwak
	 	 	 	Title:	Vice President



 


[Signature
Page to Amendment to LFSA]


 






    


     


    

 


Exhibit A


 


CONFORMED LOAN FINANCING AND SERVICING AGREEMENT


 






    


     


    

 


 


EXECUTION VERSION


Conformed
through Amendment No. 1 to LFSA dated September 21, 2021


 


 


LOAN FINANCING AND SERVICING AGREEMENT


 


dated as of September 10, 2019


 


GBDC 3 FUNDING LLC,


as Borrower


 


GOLUB CAPITAL BDC 3, INC.,


as Equityholder and as Servicer,


 


THE LENDERS FROM TIME TO TIME PARTIES HERETO,


 


DEUTSCHE BANK AG, NEW YORK BRANCH,


as Facility Agent


 


THE OTHER AGENTS PARTIES HERETO,


 


EACH OF THE ENTITIES FROM TIME TO TIME PARTY HERETO
AS SECURITIZATION SUBSIDIARIES,


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


as Collateral Agent and as Collateral Custodian


 






     


     


    

 


 


TABLE OF CONTENTS


Page


 


	Article I	DEFINITIONS	1
	 	Section 1.1	Defined Terms	1
	 	Section 1.2	Other Definitional Provisions	6063
	Article II	THE FACILITY, ADVANCE PROCEDURES AND NOTES	6164
	 	Section 2.1	Advances	6164
	 	Section 2.2	Funding of Advances	6265
	 	Section 2.3	Notes	6467
	 	Section 2.4	Repayment and Prepayments	6467
	 	Section 2.5	Permanent Reduction of Facility Amount	6568
	 	Section 2.6	Extension of Revolving Period	6568
	 	Section 2.7	Calculation of Discount Factor	6568
	 	Section 2.8	Increase in Facility Amount	6670
	 	Section 2.9	Defaulting Lenders	6770
	 	Section 2.10	Borrowing Base Deficiency Payments	6872
	Article III	YIELD, UNDRAWN FEE, ETC	6972
	 	Section 3.1	Yield and Undrawn Fee	6972
	 	Section 3.2	Yield and Undrawn Fee Distribution Dates	6973
	 	Section 3.3	[Reserved]	6973
	 	Section 3.4	Computation of Yield, Fees, Etc	6973
	Article IV	PAYMENTS; TAXES	6973
	 	Section 4.1	Making of Payments	6973
	 	Section 4.2	Due Date Extension	7074
	 	Section 4.3	Taxes	7074



 






    -i-


     


    

 


	Article V	INCREASED COSTS, ETC	7478
	 	Section 5.1	Increased Costs, Capital Adequacy	7478
	Article VI	EFFECTIVENESS; CONDITIONS TO ADVANCES	7579
	 	Section 6.1	Effectiveness	7579
	 	Section 6.2	Advances and Reinvestments	7781
	 	Section 6.3	Transfer of Collateral Obligations and Permitted Investments	8084
	Article VII	ADMINISTRATION AND SERVICING OF COLLATERAL OBLIGATIONS	8185
	 	Section 7.1	Retention and Termination of the Servicer	8185
	 	Section 7.2	Resignation and Removal of the Servicer; Appointment of Successor Servicer	8185
	 	Section 7.3	Duties of the Servicer	8286
	 	Section 7.4	Representations and Warranties of the Servicer	8488
	 	Section 7.5	Covenants of the Servicer	8690
	 	Section 7.6	Servicing Fees; Payment of Certain Expenses by Servicer	8893
	 	Section 7.7	Collateral Reporting	8993
	 	Section 7.8	Notices	8993
	 	Section 7.9	Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records	8993
	Article VIII	ACCOUNTS; PAYMENTS	9094
	 	Section 8.1	Accounts	9094
	 	Section 8.2	Excluded Amounts	9296
	 	Section 8.3	Distributions, Reinvestment and Dividends	9296
	 	Section 8.4	Fees	96100
	 	Section 8.5	Monthly Report	97101



 






    -ii-


     


    

 


	Article IX	REPRESENTATIONS AND WARRANTIES OF EACH LOAN PARTY	97101
	 	Section 9.1	Organization and Good Standing	97101
	 	Section 9.2	Due Qualification	97101
	 	Section 9.3	Power and Authority	97102
	 	Section 9.4	Binding Obligations	98102
	 	Section 9.5	Security Interest	98102
	 	Section 9.6	No Violation	99103
	 	Section 9.7	No Proceedings	99103
	 	Section 9.8	No Consents	99103
	 	Section 9.9	Solvency	99103
	 	Section 9.10	Compliance with Laws	100104
	 	Section 9.11	Taxes	100104
	 	Section 9.12	Monthly Report	100104
	 	Section 9.13	No Liens, Etc	100104
	 	Section 9.14	Information True and Correct	100105
	 	Section 9.15	Bulk Sales	101105
	 	Section 9.16	Collateral	101105
	 	Section 9.17	Selection Procedures	101105
	 	Section 9.18	Indebtedness	101105
	 	Section 9.19	No Injunctions	101105
	 	Section 9.20	No Subsidiaries	101105
	 	Section 9.21	ERISA Matters	101105
	 	Section 9.22	Investment Company Status	102106



 






    -iii-


     


    

 


	 	Section 9.23	Set-Off, Etc	102106
	 	Section 9.24	Collections	102106
	 	Section 9.25	Value Given	102106
	 	Section 9.26	Use of Proceeds	102106
	 	Section 9.27	Separate Existence	102106
	 	Section 9.28	Transaction Documents	103107
	 	Section 9.29	EEA Financial Institution	103107
	 	Section 9.30	Anti-Terrorism, Anti-Money Laundering	103107
	 	Section 9.31	Anti-Bribery and Corruption	104108
	 	Section 9.32	Volcker Rule	104108
	 	Section 9.33	AIFMD	104108
	 	Section 9.34	Optional Sales	104109
	 	Section 9.35	Repurchase or Substitution of Warranty Collateral Obligations	106110
	 	Section 9.36	Affiliate Transactions	107111
	Article X	COVENANTS	108112
	 	Section 10.1	Protection of Security Interest of the Secured Parties	108112
	 	Section 10.2	Other Liens or Interests	109113
	 	Section 10.3	Costs and Expenses	109113
	 	Section 10.4	Reporting Requirements	109113
	 	Section 10.5	Separate Existence	109114
	 	Section 10.6	Hedging Agreements	113117
	 	Section 10.7	Tangible Net Worth	114119
	 	Section 10.8	Taxes	115119
	 	Section 10.9	Merger, Consolidation, Etc	115119



 






    -iv-


     


    

 


	 	Section 10.10	Deposit of Collections	115119
	 	Section 10.11	Indebtedness; Guarantees	115119
	 	Section 10.12	Limitation on Purchases from Affiliates	115120
	 	Section 10.13	Transaction Documents	115120
	 	Section 10.14	Preservation of Existence	116120
	 	Section 10.15	Limitation on Investments	116120
	 	Section 10.16	Distributions	116120
	 	Section 10.17	Performance of Assigned Agreements	117121
	 	Section 10.18	Further Assurances; Financing Statements	117121
	 	Section 10.19	Obligor Payment Instructions	117122
	 	Section 10.20	Delivery of Collateral Obligation Files	118122
	 	Section 10.21	ERISA	118123
	 	Section 10.22	Risk Retention	119123
	 	Section 10.23	Proceedings	120125
	 	Section 10.24	No REO Assets	121125
	 	Section 10.25	Policies and Procedures for Sanctions	121125
	 	Section 10.26	Compliance with Sanctions	121125
	 	Section 10.27	Compliance with Anti-Money Laundering	121125
	 	Section 10.28	Ineligible Collateral	121125
	Article XI	THE COLLATERAL AGENT	121126
	 	Section 11.1	Appointment of Collateral Agent	121126
	 	Section 11.2	Monthly Reports	122126
	 	Section 11.3	Collateral Administration	122126
	 	Section 11.4	Removal or Resignation of Collateral Agent	125129



 






    -v-


     


    

 


	 	Section 11.5	Representations and Warranties	126130
	 	Section 11.6	No Adverse Interest of Collateral Agent	126130
	 	Section 11.7	Reliance of Collateral Agent	126130
	 	Section 11.8	Limitation of Liability and Collateral Agent Rights	127131
	 	Section 11.9	Tax Reports	129133
	 	Section 11.10	Merger or Consolidation	129133
	 	Section 11.11	Collateral Agent Compensation	130133
	 	Section 11.12	Compliance with Anti-Bribery and Corruption, Anti-Terrorism and Money Laundering Regulations	130134
	Article XII	GRANT OF SECURITY INTEREST	130134
	 	Section 12.1	Borrower’s Grant of Security Interest	130134
	 	Section 12.2	Grant of Security Interest of Each Securitization Subsidiary	132135
	 	Section 12.3	Loan Parties Remain Liable	132136
	 	Section 12.4	Release of Collateral	132136
	Article XIII	EVENTs OF DEFAULT	134138
	 	Section 13.1	Events of Default	134138
	 	Section 13.2	Effect of Event of Default	136140
	 	Section 13.3	Rights upon Event of Default	137141
	 	Section 13.4	Collateral Agent May Enforce Claims Without Possession of Notes	138142
	 	Section 13.5	Collective Proceedings	138142
	 	Section 13.6	Insolvency Proceedings	138142
	 	Section 13.7	Delay or Omission Not Waiver	139143
	 	Section 13.8	Waiver of Stay or Extension Laws	139143
	 	Section 13.9	Limitation on Duty of Collateral Agent in Respect of Collateral	139143
	 	Section 13.10	Power of Attorney	140144



 






    -vi-


     


    

 


	Article XIV	THE FACILITY AGENT	141145
	 	Section 14.1	Appointment	141145
	 	Section 14.2	Delegation of Duties	141145
	 	Section 14.3	Exculpatory Provisions	141145
	 	Section 14.4	Reliance by Note Agents	142146
	 	Section 14.5	Notices	142146
	 	Section 14.6	Non-Reliance on Note Agents	143146
	 	Section 14.7	Indemnification	143147
	 	Section 14.8	Successor Note Agent	144147
	 	Section 14.9	Note Agents in their Individual Capacity	144148
	 	Section 14.10	Borrower Agreed-Upon Procedures	144148
	 	Section 14.11	Compliance with Anti-Bribery and Corruption, Anti-Terrorism and Money Laundering Regulations	144148
	Article XV	ASSIGNMENTS	145149
	 	Section 15.1	Restrictions on Assignments by the Borrower and the Servicer	145149
	 	Section 15.2	Documentation	145149
	 	Section 15.3	Rights of Assignee	145149
	 	Section 15.4	Assignment by Lenders	145149
	 	Section 15.5	Registration; Registration of Transfer and Exchange	146150
	 	Section 15.6	Mutilated, Destroyed, Lost and Stolen Notes	147151
	 	Section 15.7	Persons Deemed Owners	148152
	 	Section 15.8	Cancellation	148152
	 	Section 15.9	Participations; Pledge	148152
	 	Section 15.10	Reallocation of Advances	149153



 






    -vii-


     


    

 


	Article XVI	INDEMNIFICATION	149153
	 	Section 16.1	Borrower Indemnity	149153
	 	Section 16.2	Servicer Indemnity	150154
	 	Section 16.3	Contribution	150154
	 	Section 16.4	After-Tax Basis	151155
	Article XVII	MISCELLANEOUS	151155
	 	Section 17.1	No Waiver; Remedies	151155
	 	Section 17.2	Amendments, Waivers	152156
	 	Section 17.3	Notices, Etc	152156
	 	Section 17.4	Costs and Expenses	153157
	 	Section 17.5	Binding Effect; Survival	153157
	 	Section 17.6	Captions and Cross References	154158
	 	Section 17.7	Severability	154158
	 	Section 17.8	GOVERNING LAW	154158
	 	Section 17.9	Counterparts	154158
	 	Section 17.10	WAIVER OF JURY TRIAL	154158
	 	Section 17.11	No Proceedings	154158
	 	Section 17.12	Limited Recourse	155159
	 	Section 17.13	ENTIRE AGREEMENT	156160
	 	Section 17.14	Confidentiality	156160
	 	Section 17.15	Non-Confidentiality of Tax Treatment	157161
	 	Section 17.16	Replacement of Lenders	157161
	 	Section 17.17	Consent to Jurisdiction	158162
	 	Section 17.18	Option to Acquire Rating	159163
	 	Section 17.19	Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions	159163



 






    -viii-


     


    

 


	Article XVIII	COLLATERAL CUSTODIAN	159163
	 	Section 18.1	Designation of Collateral Custodian	159163
	 	Section 18.2	Duties of the Collateral Custodian	160164
	 	Section 18.3	Delivery of Collateral Obligation Files	162166
	 	Section 18.4	Collateral Obligation File Certification	162166
	 	Section 18.5	Release of Collateral Obligation Files	163167
	 	Section 18.6	Examination of Collateral Obligation Files	165169
	 	Section 18.7	Lost Note Affidavit	165169
	 	Section 18.8	Transmission of Collateral Obligation Files	165170
	 	Section 18.9	Merger or Consolidation	165170
	 	Section 18.10	Collateral Custodian Compensation	166170
	 	Section 18.11	Removal or Resignation of Collateral Custodian	166170
	 	Section 18.12	Limitations on Liability	167171
	 	Section 18.13	Collateral Custodian as Agent of Collateral Agent	168173
	 	Section 18.14	Electronic Methods	173



 






    -ix-


     


    

 


LOAN FINANCING
AND SERVICING AGREEMENT


 


THIS LOAN FINANCING AND SERVICING
AGREEMENT is made and entered into as of September 10, 2019, among GBDC 3 FUNDING LLC, a Delaware limited liability company (the “Borrower”),
GOLUB CAPITAL BDC 3, INC., a Maryland corporation, as equityholder (in such capacity, together with its successors and permitted assigns
in such capacity, the “Equityholder”) and as servicer (in such capacity, together with its successors and permitted
assigns in such capacity, the “Servicer”), each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, the
AGENTS for each LENDER GROUP (as hereinafter defined) from time to time parties hereto (each such party, in such capacity, together with
their respective successors and permitted assigns in such capacity, an “Agent”), EACH OF THE ENTITIES FROM TIME TO
TIME PARTY HERETO AS SECURITIZATION SUBSIDIARIES, (each as hereinafter defined), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
and Collateral Custodian (each as hereinafter defined), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent (in such capacity, together
with its successors and permitted assigns in such capacity, the “Facility Agent”).


 


RECITALS


 


WHEREAS, the Borrower desires
that each Lender extend financing on the terms and conditions set forth herein and also desires to retain the Servicer to perform certain
servicing functions related to the Collateral Obligations (as defined herein) on the terms and conditions set forth herein; and


 


WHEREAS, each Lender desires
to extend financing on the terms and conditions set forth herein and the Servicer desires to perform certain servicing functions related
to the Collateral Obligations on the terms and conditions set forth herein.


 


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


 


Article
I


 


DEFINITIONS


 


Section
1.1            Defined Terms. As
used in this Agreement, the following terms have the following meanings:


 


“1940 Act”
means the Investment Company Act of 1940.


 


“Account”
means the Unfunded Exposure Account, the Principal Collection Account and the Interest Collection Account, together with any sub-accounts
deemed appropriate or necessary by the Securities Intermediary, for convenience in administering such accounts.


 






    


     


    

 


“Account
Collateral” has the meaning set forth in Section 12.1(d).


 


“Account Control
Agreement” means, collectively, (i) the Securities Account Control Agreement, dated as of the Effective Date, by and among the
Borrower, as pledgor, the Collateral Agent on behalf of the Secured Parties, as secured party, and the Collateral Custodian, as Securities
Intermediary and (ii) each Securities Account Control Agreement among the applicable Securitization Subsidiary, the Collateral Agent and
the Collateral Custodian.


 


“Accrual Period”
means, with respect to the first Distribution Date, the period from and including the Effective Date to and including the Determination
Date preceding the first Distribution Date; and thereafter, the period from but excluding the Determination Date preceding the previous
Distribution Date to and including the Determination Date preceding the current Distribution Date, or with respect to the final Accrual
Period, the Facility Termination Date.


 


“Adjusted Aggregate
Eligible Collateral Obligation Balance” means, as of any date, the Aggregate Eligible Collateral Obligation Amount minus the
Excess Concentration Amount on such date.


 


“Advance”
has the meaning set forth in Section 2.1(a).


 


“Advance
Date” has the meaning set forth in Section 2.1(a).


 


“Advance Rate”
means, with respect to any Eligible Collateral Obligation on any date of determination, the corresponding percentage for the type of Eligible
Collateral Obligation (a) that is a First Lien Broadly Syndicated Loan, 75%, (b) that is a First Lien Middle Market Loan, 75%, (c) that
is a Multiple of Recurring Revenue Loan, 70% (or such higher amount as agreed to by the Facility Agent in its sole discretion) or (d)
that is a not a First Lien Loan, 40%.


 


“Advance
Request” has the meaning set forth in Section 2.2(a).


 


“Advances Outstanding”
means, on any date, the sum of (a) the aggregate principal amount of all Dollar Advances outstanding on such date plus (b) the
equivalent in Dollars of the aggregate principal amount of all Advances outstanding in an Eligible Currency other than Dollars on such
date, as determined by the Servicer using the Applicable Conversion Rate, in each case after giving effect to all repayments of Advances
and the making of new Advances on such date.


 


“Adverse Claim”
means any claim of ownership or any Lien, title retention, trust or other charge or encumbrance, or other type of preferential arrangement
having the effect or purpose of creating a Lien, other than Permitted Liens.


 


“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affected
Person” has the meaning set forth in Section 5.1(a).


 






    -2-


     


    

 


“Applicable Conversion
Rate” means, with respect to an Eligible Currency other than Dollars (x) for an actual currency exchange, the applicable currency
Dollar spot rate obtained by the Servicer or (y) for all other purposes, the applicable currency Dollar spot rate that appeared on the
Bloomberg screen for such currency (i) if such date is a Determination Date, at the end of such day or (ii) otherwise, (1) other than
in connection with the calculation of the Undrawn Fee, at the end of the immediately preceding Business Day and (2) in connection with
the calculation of the Undrawn Fee, the immediately preceding Determination Date.


 


“Applicable Exchange
Rate” means with respect to any Collateral Obligation denominated and payable in an Eligible Currency other than Dollars on
any day, the lesser of (a) the applicable currency-Dollar spot rate used by the Borrower (as determined by the Servicer) to acquire
such currency on the related Cut-Off Date and (b) the Applicable Conversion Rate for such currency.


 


“Applicable
Interest Rate” means (a) with respect to any Collateral Obligation denominated in CAD, the CDOR Rate, (b) with respect
to any Collateral Obligation denominated in Euro, the EURIBOR Rate, (c) with respect to any Collateral Obligation denominated in AUD,
the BBSW Rate, and (d) with
respect to any Collateral Obligation denominated in GBP, the sum of (i) Daily Simple SONIA and (ii) the SONIA Adjustment, and (e)
with respect to any other Collateral Obligation, the LIBOR Rate.


 


“Applicable Law”
means, for any Person, all existing and future laws, rules, regulations (including temporary and final income tax regulations), statutes,
treaties, codes, ordinances, permits, certificates, orders, licenses of and published interpretations by any Official Body applicable
to such Person 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 Margin”
means (i) during the Revolving Period, 2.00% per annum and (ii) thereafter, 2.25% per annum; provided that on and after the occurrence
and continuation of any Event of Default and (other than in the case of an Event of Default pursuant to clauses (a), (d), (e), (f), (j)
or (q) of Section 13.1) notice from the Facility Agent to the Borrower, the “Applicable Margin” shall be increased
by 2.00% per annum; provided that upon delivery of such notice (if required), the Applicable Margin shall be retroactively increased
from the date on which such Event of Default occurred.


 


“Appraised Value”
means, with respect to any Asset Based Loan, the most recently calculated appraised value of the pro rata portion of the underlying
collateral securing such Collateral Obligation as determined by an Approved Valuation Firm.


 


“Approved Broker
Dealer” means (a) each of the following entities:  Bank of America, NA, The Bank of Montreal, The Bank of New York Mellon,
N.A., The Bank of Nova Scotia, Barclays Bank plc, BNP Paribas, BTIG, LLC, Cantor Fitzgerald & Co., Citibank, N.A., Credit Suisse,
Deutsche Bank AG, Goldman Sachs & Co., HSBC Bank plc, Imperial Capital LLC, Jefferies & Co., Inc., JPMorgan Chase Bank, N.A.,
Key Bank, N.A., Macquarie Bank, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Bank, Morgan Stanley & Co., Natixis,
Nomura Securities International, Inc., Oppenheimer & Co. Inc., PNC Bank, Royal Bank of Canada, The Royal Bank of Scotland plc, Seaport
Securities Corporation, Societe Generale, Stifel, Nicolaus & Co. Inc., SunTrust Bank, The Toronto-Dominion Bank, UBS AG, U.S. Bank,
National Association and Wells Fargo Bank, National Association (or, in each case, its principal broker-dealer affiliate); and (b) any
other dealer of recognized standing approved by the Facility Agent in its reasonable discretion at the request of the Servicer.


 






    -3-


     


    

 


“Approved Valuation
Firm” means, (i) with respect to any Collateral Obligation, any valuation firm (a) specified on the related Asset Approval Request
or Reinvestment Request and approved by the Facility Agent or (b) otherwise approved in writing by the Facility Agent in its sole discretion
or (ii) with respect to exercise of the Borrower’s dispute right under Section 2.7(c), each valuation firm identified on
Schedule 5 (as such Schedule 5 may be updated from time to time by the Borrower with the prior written consent of the Facility Agent);
provided that unless otherwise consented to by the Facility Agent,
no valuation firm may be used as an Approved Valuation Firm if it is utilized by the Servicer or any of its Affiliates on a regular basis
to determine valuations with respect to the Equityholder or any other entity that is managed by the Equityholder or any of its Affiliates.


 


“Asset Approval
Notice” means an electronic notice containing the information from Exhibit C-6 and that provides the approval of the
Facility Agent, in its sole discretion, to the acquisition (or incremental pledge) of one or more Collateral Obligations;
provided that the Facility Agent shall not condition its approval on any term other than those explicitly set forth in the Transaction
Documents without the consent of the Borrower.


 


“Asset Approval Request”
means an electronic notice to the Facility Agent in the form of an email that (a) either (i) is in the form of Exhibit C-3 or (ii)
notifies the Facility Agent that the information required by Exhibit C-3 has been posted to the relevant data site and (b) requests
the approval of the Facility Agent, in its sole discretion, (and the Equityholder, if the Servicer is not an Affiliate of the Equityholder)
of one or more Collateral Obligations.


 


“Asset Based Loan”
means any Loan where (i) the underwriting of such Loan was based primarily on the appraised value of the assets securing such Loan and
(ii) advances in respect of such Loan are governed by a borrowing base relating to the assets securing such Loan.


 


“Assigned
Agreements” has the meaning set forth in Section 12.1(c).


 


“AUD”
means the lawful currency for the time being of Australia.


 


“AUD
Advance” means each Advance made in AUD.


 


“AUD
Lender” means the Persons executing this Agreement (or an assignment hereof in accordance with Article XV) in the
capacity of an “AUD Lender”.


 


“Available
Funds” has the meaning set forth in Section 17.12.


 


“Average Life”
means, as of any day with respect to any Collateral Obligation, the quotient obtained by dividing (i) the sum of the products
of (a) the number of years (rounded up to the nearest one hundredth thereof) from such day to the respective dates of each successive
Scheduled Collateral Obligation Payment of principal on such Collateral Obligation (assuming, for purposes of this definition, the full
exercise of any option to extend the maturity date or otherwise lengthen the maturity schedule that is exercisable without the consent
of the Borrower) multiplied by (b) the respective amounts of principal of such Scheduled Collateral Obligation Payments by
(ii) the sum of all successive Scheduled Collateral Obligation Payments of principal on such Collateral Obligation.


 






    -4-


     


    

 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution
Authority in respect of any liability of an EEAAffected
Financial Institution.


 


“Bail-In Legislation”
means, (a) with
respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the
European Union, the implementing law, regulation rule or requirement
for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking
Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution
of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration
or other insolvency proceedings).


 


“Bankruptcy Code”
means the United States Bankruptcy Code, 11 U.S.C. § 101, et seq.


 


“Base Rate”
for any Advance means a rate per annum equal to (a) with respect to any Advance denominated in CAD, the CDOR Rate, (b) with
respect to any Advance denominated in Euro, the EURIBOR Rate, (c) with respect to any Advance denominated in AUD, the BBSW Rate, and
(d) with respect to any Advance denominated in GBP, the sum
of (i) Daily Simple SONIA and (ii) the SONIA Adjustment, and (e) with respect to any other Advance, the LIBOR Rate for such
Advance or portion thereof; provided, that in the case of


 


(a)       any
day on or after the first day on which a Committed Lender shall have notified the Facility Agent that the introduction of or any change
in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other Official Body asserts that it is
unlawful, for such Committed Lender to fund such Advance at the Base Rate set forth above (and such Committed Lender shall not have subsequently
notified the Facility Agent that such circumstances no longer exist), or


 


(b)       any
period in the event the LIBOR Rate is not reasonably available to any Lender for such period,


 


the “Base Rate” shall be a
floating rate per annum equal to the Alternate Base Rate in effect on each day of such period.


 


“Basel III Regulation”
means, with respect to any Affected Person, any rule, regulation or guideline applicable to such Affected Person and arising directly
or indirectly from (a) any of the following documents prepared by the Basel Committee on Banking Supervision of the Bank of International
Settlements: (i) Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring (December 2010), (ii) Basel
III: A Global Regulatory Framework for More Resilient Banks and Banking Systems (June 2011), (iii) Basel III: The Liquidity Coverage Ratio
and Liquidity Risk Monitoring Tools (January 2013), or (iv) any document supplementing, clarifying or otherwise relating to any of the
foregoing, or (b) any accord, treaty, statute, law, rule, regulation, guideline or pronouncement (whether or not having the force of law)
of any governmental authority implementing, furthering or complementing any of the principles set forth in the foregoing documents of
strengthening capital and liquidity, in each case as from time to time amended, restated, supplemented or otherwise modified. Without
limiting the generality of the foregoing, “Basel III Regulation” shall include Part 6 of the European Union regulation
575/2013 on prudential requirements for credit institutions and investment firms (the “CRR”) and any law, regulation,
standard, guideline, directive or other publication supplementing or otherwise modifying the CRR.


 






    -5-


     


    

 


“Benefit Plan Investor”
means (a) any “employee benefit plan” (as defined in Section 3(3) of Title I of ERISA) that is subject to the fiduciary responsibility
provisions of Title I of ERISA, (b) any “plan” as defined in Section 4975(e) of the Code that is subject to Section 4975 of
the Code, (c) any governmental or other plan or arrangement that is not subject to ERISA or to Section 4975 of the Code but is subject
to any law or restriction substantially similar to Section 406 of ERISA or Section 4975 of the Code or (d) any entity whose underlying
assets include “plan assets” of the foregoing employee benefit plans or plans (within the meaning of the DOL Regulations or
otherwise).


 


“Borrower”
has the meaning set forth in the Preamble.


 


“Borrower
Assigned Agreements” has the meaning set forth in Section 12.1(c).


 


“Borrowing Base”
means, as of any date of determination, the sum of (i) the product of the lower of (a) the Weighted Average Advance Rate and (b) the Maximum
Portfolio Advance Rate multiplied by the Adjusted Aggregate Eligible Collateral Obligation Balance plus (ii) the equivalent
in Dollars of the amount of Principal Collections on deposit in the Principal Collection Account minus (iii) the Revolving Liquidity
Adjustment Amount plus (iv) the amount on deposit in the Unfunded Exposure Account; provided that any Collateral Obligation
(or portion thereof) which is owned by a Securitization Subsidiary which has closed a Securitization and has been released from all Transaction
Documents shall not be included in the calculation of “Borrowing Base”.


 


“Borrowing
Base Advance Rate” means, as of any date of determination, the lower of (i) the Weighted Average Advance Rate and (ii) the Maximum
Portfolio Advance Rate.


 


“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 J hereto, prepared by the Servicer.


 


“Borrowing Base Deficiency”
means, as of any date of determination, an amount equal to, with respect to the Borrowing Base, the greater of (i) zero and (ii) the difference
of the aggregate Advances Outstanding on such date over the Borrowing Base.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or the city in which the
offices of the Collateral Agent or Collateral Custodian are located are authorized or obligated by law, executive order or government
decree to remain closed; provided that the term “Business Day” shall also exclude any day on which banks are not open
for dealings (i) in Dollar or GBP deposits in the London interbank market (when used in connection with the LIBOR Rate or
SONIA), (ii) in Euro deposits in the Euro-zone interbank market (when used in connection with the EURIBOR Rate), (iii) in AUD
deposits in Sydney, Australia (when used in connection with the BBSW Rate) or (iv) in CAD deposits in Toronto, Canada (when used in connection
with the CDOR Rate). All references to any “day” or any particular day of any “calendar month” shall mean calendar
day unless otherwise specified.


 


“CAD” means
the lawful currency of Canada.


 






    -6-


     


    

 


“Cure Notice”
means a notice from the Borrower to the Facility Agent and each Agent which sets forth a written report showing a projected cure of any
Borrowing Base Deficiency or satisfaction of the Minimum Equity Condition, as applicable, based on repaying Advances Outstanding,
selling Collateral Obligations and depositing the proceeds of such sale into the Collection Account or Unfunded Exposure Account, as applicable,
or transferring additional Eligible Collateral Obligations, cash or Permitted Investments to the Principal Collection Account so that
the Borrowing Base Deficiency will be reduced to zero or the Minimum Equity Condition will be satisfied, as applicable, which report shall
(1) be satisfactory to the Facility Agent, (2) give effect to all committed purchases of Collateral Obligations and other financial
assets by the Borrower and account in a manner satisfactory to the Facility Agent for any change in the market value of any such Collateral
Obligation and (3) give effect to sales of Collateral Obligations (including sales committed to on the date of such report) only
if such sales are to Approved Broker Dealers or Affiliates of the Borrower at arm’s-length and for fair market value and Borrower
reasonably expects such sales to be settled within 5 Business Days of the Borrower’s commitment to such sale.


 


“Cut-Off Date”
means, with respect to each Collateral Obligation, the later of (a) the date such Collateral Obligation becomes part of the Collateral
and (b) the date on which a new Asset Approval Request is delivered to the Facility Agent and the Facility Agent re-approves such Collateral
Obligation (in its sole discretion)accordance
with the definition of “Asset Approval Notice”.


 


“Daily
Simple SONIA” means, for any day, SONIA, with the conventions for this rate (which on any day shall be the daily rate that includes
a five Business Day lookback period prior to such day) being established by the Facility Agent in accordance with the conventions for
this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SONIA” for business loans
or conventions that are otherwise used in the United States syndicated lending market for syndicated loans denominated in GBP; provided
that, if the Facility Agent decides that any such convention is not administratively feasible for the Facility Agent, then the Facility
Agent may establish another convention in its reasonable discretion.


 


“DBNY”
means Deutsche Bank AG, New York Branch, and its successors.


 


“Debt-to-Recurring-Revenue
Ratio” means, with respect to any Multiple of Recurring Revenue Loan for any period, the meaning of “Debt-to-Recurring
Revenue Ratio” or any comparable definition in the Underlying Instruments for each Loan, and in any case that “Debt-to-Recurring
Revenue Ratio” or such comparable definition is not defined in such Underlying Instruments, the ratio of (a) Indebtedness of the
related Obligor less Unrestricted Cash, to (b) recurring revenue, as calculated by the Servicer in accordance with the Servicing
Standard 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 Underlying Instruments; provided that, in the event of a lack of
any such information necessary to calculate the Debt-to-Recurring Revenue Ratio, a Revaluation Event shall occur as set forth in the definition
thereof.


 


“Defaulted Collateral
Obligation” means any Collateral Obligation as to which any one of the following events has occurred:


 


(a)       any Scheduled Collateral Obligation Payment or part thereof is unpaid more than two
(2) Business Days beyond the grace period (if any) permitted by the related Underlying Instrument;


 


(b)       an
Insolvency Event occurs with respect to the Obligor thereof, unless the related Loan is a DIP Loan;


 


(c)       the
occurrence of a default as to the payment of principal, interest and/or unutilized/commitment fees (as applicable) has occurred and is
continuing (for more than two (2) Business Days beyond the grace period (if any) permitted by the related Underlying Instrument) with
respect to another debt obligation of the same Obligor secured by the same collateral which is either full recourse or senior to or pari
passu with in right of payment to such Collateral Obligation;


 


(d)       [reserved];


 


(e)       [reserved];


 


(f)       a
Responsible Officer of the Servicer or the Borrower has received written notice or has actual knowledge that a default has occurred under
the Underlying Instruments, any applicable grace period has expired and the holders of such Collateral Obligation have accelerated the
repayment of such Collateral Obligation (but only until such default is cured or waived) in the manner provided in the Underlying Instruments;


 


(g)        [reserved];
or


 


(h)       (i)
the Servicer determines, in its sole discretion, in accordance with the Servicing Standard, that all or a material portion of such Collateral
Obligation is not collectible or otherwise places such Collateral Obligation on non-accrual status or (ii) the Borrower or the Equityholder
makes a realized loss or write-down on such Collateral Obligation in the Borrower’s or the Equityholder’s financial statements.


 






    -7-


     


    

 


“Defaulting Lender”
means any Lender that (i) has failed to fund any portion of the Advances required to be funded by it hereunder within one Business Day
of the date required to be funded by it hereunder, (ii) has otherwise failed to pay over to the Facility Agent, the Collateral Custodian
or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless such
amount is the subject of a good faith dispute, (iii) has notified the Borrower, the Servicer, the Facility Agent, the Collateral Custodian
or any Agent that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement
to the effect that it does not intend to comply or has failed to comply with its funding obligations under this Agreement or generally
under other agreements in which it commits or is obligated to extend credit, (iv) has failed, within one Business Day after request by
the Facility Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund Advances under
this Agreement or (v) has (or has a parent company that has) become or is insolvent or has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating
its consent to, approval of or acquiescence in any such proceeding or appointment.


 


“Deferrable Collateral
Obligation” means a Collateral Obligation that by its terms permits the deferral or capitalization of payment of accrued and
unpaid interest.; provided
that if any Collateral Obligation has been amended or modified after the applicable Cut-Off Date to permit the deferral or capitalization
of any payment of accrued and unpaid interest that (i) does not reduce the amount of current cash pay interest and (ii) change the frequency
of any such cash payment, then such Collateral Obligation shall not be a Deferrable Collateral Obligation.


 


“Delayed Drawdown
Loan” means a Collateral Obligation that (a) permits the related Obligor to request one or more future advances thereunder,
(b) specifies a maximum amount that can be borrowed on one or more fixed borrowing dates, and (c) does not permit the re-borrowing of
any amount previously repaid by the Obligor thereunder; provided, that any such Collateral Obligation will be a Delayed Drawdown
Loan only until all commitments by the Borrower to make advances to such Obligor expire, are terminated or are otherwise irrevocably reduced
to zero and only to the extent of such unfunded commitments.


 


“Delayed
Reporting Date” means, with respect to an Eligible Collateral Obligation, the date specified for delivery of audit results included
in a financial reporting packet by the related Obligor specified in the related Underlying Instruments (following the lapse of any grace
period granted by the applicable Loan Party with respect thereto, but in any event not greater than 45 calendar days). 


 


“Delayed
Reporting Event” means, with respect to an Eligible Collateral Obligation, (i) a Revaluation Event described under clause (c) of
the definition thereof has occurred as a result of a failure of the related Obligor to deliver any audit results included in the applicable
financial reporting package by the Delayed Reporting Date and such failure has not been cured or (ii) a Material Modification described
in the proviso to clause (f)(i) of the definition thereof has occurred as a result of an extension of the date for delivery of an annual
audit; provided that the Borrower receives no additional consideration in exchange for such Material Modification.


 


“Delayed
Reporting Obligation” means, as of any date of determination, any Eligible Collateral Obligation for which a Delayed Reporting Event
has occurred; provided that (x) any Delayed Reporting Obligation shall no longer be considered a Delayed Reporting Obligation as of the
date that is 180 days after the Delayed Reporting Date and (y) (A) to the extent the sum of the Collateral Obligation Amounts of all Delayed
Reporting Obligations and Eligible Collateral Obligations that would otherwise constitute Delayed Reporting Obligations exceeds 5.0% of
the Excess Concentration Measure, such Eligible Collateral Obligations constituting such excess over 5.0% shall not constitute Delayed
Reporting Obligations; (B) in determining which of the Eligible Collateral Obligations shall be included in such excess, the Eligible
Collateral Obligations that most recently became or would otherwise constitute Delayed Reporting Obligations shall be deemed to constitute
such excess; and (C) any Eligible Collateral Obligation included in such excess shall only be treated as a Delayed Reporting Obligation
if, as of such date of determination, the sum of the Collateral Obligation Amounts of all Delayed Reporting Obligations would not exceed,
on a pro forma basis, including such Eligible Collateral Obligation, 5.0% of the Excess Concentration Measure.


 






    -8-


     


    

 


“Domicile”
or “Domiciled” means, with respect to any Obligor with respect to, or issuer of, a Collateral Obligation: (a) its country
of organization; (b) if it is organized in a Tax Jurisdiction, each of such jurisdiction and the country in which, in the Servicer’s
good faith estimate, a substantial portion of its operations are located or from which a substantial portion of its revenue is derived,
in each case directly or through subsidiaries (which shall be any jurisdiction and country known at the time of designation by the Servicer
to be the source of the majority of revenues, if any, of such Obligor or issuer) or (c) if its payment obligations in respect of
such Collateral Obligation are guaranteed by a person or entity that is organized in the United States or Canada, then the United States
or Canada.


 


“EBITDA”
means, with respect to any period and any Collateral Obligation, the meaning of “EBITDA,” “Adjusted EBITDA” or
any comparable definition in the Underlying Instruments for each such Collateral Obligation. In any case that “EBITDA,” “Adjusted
EBITDA” or such comparable definition is not defined in such Underlying Instruments, an amount, for the related Obligor and any
of its parents or Subsidiaries that are obligated with respect to such Collateral Obligation pursuant to its Underlying Instruments (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, depreciation, amortization and, to the extent approved by the Facility Agent on a Collateral Obligation
by Collateral Obligation basis, any other non-cash charges and organization costs deducted in determining earnings from continuing operations
for such period, and, to the extent approved by the Facility Agent on a Collateral Obligation by Collateral Obligation basis, costs and
expenses reducing earnings and other extraordinary non-recurring costs and expenses for such period (to the extent deducted in determining
earnings from continuing operations for such period).


 


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA
Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a)
of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described
in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority”
means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective
Advance Rate” means, as of any date of determination, (a) the aggregate principal amount of all Advances outstanding on such date
divided by (b) the sum of (i) the Adjusted Aggregate Eligible Collateral Obligation Balance on such date plus (ii) the amount of Principal
Collections on deposit in the Principal Collection Account on such date minus (iii) the Aggregate Unfunded Amount on such date plus (iv)
the amount on deposit in the Unfunded Exposure Account on such date.


 


“Effective
Date” has the meaning set forth in Section 6.1.


 


“Effective Equity”
means, as of any day, the greater of (x) the Adjusted Aggregate Eligible Collateral Obligation Balance plus the amount of
Principal Collections on deposit in the Principal Collection Account minus the Advances Outstanding and (y) $0.


 






    -9-


     


    

 


“Effective Loan Level
LTV” means, with respect to any Enterprise Value Loan as of the related Cut-Off Date, the result of the calculation, made in
good faith, pursuant to the applicable definition for such Enterprise Value Loan in the Servicer’s investment committee memo.


 


“Effective LTV”
means, with respect to any Asset Based Loan as of any date of determination, the result, expressed as a percentage, of (i) the Principal
Balance of such Collateral Obligation divided by (ii) the Appraised Value of such Collateral Obligation as of such date.


 


“Eligible Account”
means (i) a segregated trust account or (ii) a segregated direct deposit account (in each case, which may include sub-accounts,
including a principal collection sub-account and an interest collection sub-account), in each case, maintained with a securities intermediary
or trust company organized under the laws of the United States of America, or any of the States thereof, or the District of Columbia,
having a certificate of deposit, short term deposit or commercial paper rating of at least A-1 by Standard & Poor’s and P-1
by Moody’s. In either case, such depository institution or trust company shall have been approved by the Facility Agent and the
Servicer. Notwithstanding the foregoing requirements, DBNY and Deutsche Bank Trust Company Americas are deemed to be acceptable securities
intermediaries to the Facility Agent and accounts maintained at either DBNY or Deutsche Bank Trust Company Americas are deemed to be Eligible
Accounts.


 


“Eligible Collateral
Obligation” means, on any Measurement Date, each Collateral Obligation that satisfies the following conditions (unless otherwise
waived by the Facility Agent in its sole discretion in the related Asset Approval Notice;
provided that, without the consent of the Borrower, no such waiver shall be conditioned on any terms other than those explicitly set forth
in the Transaction Documents):


 


(a)       unless
such Collateral Obligation is, as of the related Cut-Off Date, a Specified First Lien Loan, the Facility Agent in its sole discretion
has delivered an Asset Approval Notice with respect to such Collateral Obligation;


 


(b)       as
of the related Cut-Off Date such Collateral Obligation is not a Defaulted Collateral Obligation;


 


(c)       such
Collateral Obligation is not an Equity Security and is not convertible into an Equity Security;


 


(d)       such
Collateral Obligation is not a Structured Finance Obligation;


 


(e)       such
Collateral Obligation is denominated in an Eligible Currency and is not convertible by the Obligor thereof into any currency other than
such Eligible Currency;


 


(f)       such
Collateral Obligation is not a single-purpose real estate based loan (unless the related real estate is a hotel, casino or other operating
company), a construction loan or a project finance loan;


 


(g)       such
Collateral Obligation is not a lease (including a financing lease);


 






    -10-


     


    

 


“ERISA
Event” means (a) the occurrence with respect to a Plan of a reportable event, within the meaning of Section 4043 of ERISA,
unless the thirty (30)-day notice requirement with respect thereto has been waived by the PBGC; (b) the application for a minimum funding
waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such a Plan, pursuant
to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d)
the cessation of operations at a facility of the Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of
ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from a Plan during a plan year for which it was a substantial employer,
as defined in Section 4001(a)(2) of ERISA; (f) the conditions set forth in Section 430(k) of the Code or Section 303(k)(1)(A) and (B)
of ERISA to the creation of a lien upon property or assets or rights to property or assets of the Borrower or any ERISA Affiliate for
failure to make a required payment to a Plan are satisfied; (g) the termination of a Plan by the PBGC pursuant to Section 4042 of ERISA,
or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the
appointment of a trustee to administer, a Plan; (h) any failure by any Plan to satisfy the minimum funding standards of Sections 412 or
430 of the Code or Section 302 of ERISA, whether or not waived; (i) the determination that any Plan is or is expected to be in “at-risk”
status, within the meaning of Section 430 of the Code or Section 303 of ERISA, (j) the receipt by the Borrower or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition
of liability with respect to the withdrawal or partial withdrawal from a Multiemployer Plan or a determination that a Multiemployer Plan
is, or is expected to be, “insolvent” (within the meaning of Section 4245 of ERISA), in “endangered” or “critical”
status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or terminated (within the meaning of Section 4041A or
Section 4042 of ERISA); (k) the failure of the Borrower or any ERISA Affiliate to pay when due (after expiration of any applicable grace
period) any installment payment with respect to withdrawal liability under Section 4201 of ERISA; (l) the Borrower or any ERISA Affiliate
incurs any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of
ERISA); or (m) the Borrower or any ERISA Affiliate commits any act (or omission) which could give rise to the imposition of fines, penalties,
taxes, or related charges under ERISA or the Code.


 


“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in
effect from time to time.


 


“EU Securitization
Regulation” means Regulation (EU) 2017/2402 (as amended by Regulation
(EU) 2021/557); and, except as otherwise stated, means such Regulation as further amended from time to time.


 


“EU Securitization
Rules” means (a) the EU Securitization Regulation; and
(b) any supplementaryall
regulatory technical standards, and
implementing technical standards andin
relation thereto or applicable in relation thereto pursuant to any transitional arrangements made pursuant to the EU Securitization Regulation
and, in each case, any official binding guidance published
in relation thereto by the European Supervisory Authorities, and any implementing laws or regulations
in force on the date hereof; and (c) each amendment or modification thereto approved by the parties hereto for purposes of this definition,
each to the extent legally binding in the Member State of a Lender and in each case as determined or imposed by any regulatory body having
supervisory authority over any Lender. and/or the European
Commission, in each case as amended and in effect from time to time.


 






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(e)       the
excess, if any, of the sum of the Collateral Obligation Amounts of all Collateral Obligations with a primary Obligor Domiciled in (i)
a jurisdiction other than the United States or any State thereof over 25% of the Excess Concentration, (ii) the United Kingdom over 20.0%
of the Excess Concentration Measure, (iii) in Canada over 15.0% of the Excess Concentration Measure and (iv) any Group I Country, Group
II Country, Group III Country or Tax Jurisdiction, in the aggregate, over 10.0% of the Excess Concentration Measure;


 


(f)       the
excess, if any, of the sum of the Collateral Obligation Amounts of all Collateral Obligations denominated in an Eligible Currency (other
than Dollars) over 25% of the Excess Concentration Measure;


 


(g)       the
excess, if any, of the sum of the Collateral Obligation Amounts of all Collateral Obligations that are Variable Funding Assets over 10%
of the Excess Concentration Measure;


 


(h)       the
excess, if any, of the sum of the Collateral Obligation Amounts of all Collateral Obligations that are DIP Loans over 10% of the Excess
Concentration Measure;


 


(i)       the
excess, if any, of the sum of the Collateral Obligation Amounts of all Collateral Obligations that are Participation Interests over 5%
of the Excess Concentration Measure;


 


(j)       the
excess, if any, of the sum of the Collateral Obligation Amounts of all Collateral Obligations that (i) are Deferrable Collateral Obligations
and (ii) provide for current cash pay interest of less than the LIBOR Rate plus 5% (or 5% for Fixed Rate Collateral
Obligations) over 1020%
of the Excess Concentration Measure; provided, that no more than 10%
of the Excess Concentration Measure can consist of Deferrable Collateral Obligations that provide for current cash pay interest of less
than the LIBOR Rate plus 2.5% (or 2.5% for Fixed Rate Collateral Obligations); provided further that no more than 5% of the
Excess Concentration Measure can consist of Deferrable Collateral Obligations that provide for current cash pay interest of less than
the LIBOR Rate plus 2.51%
(or 2.51% for
Fixed Rate Collateral Obligations); provided
further that no more than 10% of the Excess Concentration Measure can consist of Collateral Obligations that were Deferrable Collateral
Obligations that provide for current cash pay interest of less than the LIBOR Rate plus 5% (or 5% for Fixed Rate Collateral Obligations)
as of the applicable Cut-Off Date;


 


(k)       the
excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are in a Permitted Gaming Industry over 7.5%
of the Excess Concentration Measure; and


 


(l)       the
excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are in the defense industry (other than a Prohibited
Defense Asset) over 7.5% of the Excess Concentration Measure.


 


“Excess Concentration
Measure” means (A) during the Ramp-up Period, the Target Portfolio Amount and (B) after the Ramp-up Period, as of any date of
determination, the sum of (i) the Aggregate Eligible Collateral Obligation Amount plus (ii) all amounts on deposit in the Principal
Collection Account plus (iii) all amounts on deposit in the Unfunded Exposure Account.


 






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“Existing Golub BDC
CLO” means (i) each special purpose vehicle (including those structured as total return swaps) approved by the Facility Agent,
(ii) any future borrower under a credit facility or total return swap undertaken by Golub Capital BDC 3, Inc. or an Affiliate thereof
and which has been approved in the sole discretion of the Facility Agent for purposes of this definition or (iii) any future special purpose
vehicles that are wholly or partly owned subsidiaries of Golub Capital BDC 3, Inc. or an Affiliate thereof.


 


“Facility Agent”
has the meaning set forth in the Preamble.


 


“Facility Amount”
means (a) prior to the end of the Revolving Period, $250,000,000, unless this amount is permanently reduced pursuant to Section
2.5 or increased pursuant to Section 2.8, in which event it means such lower or higher amount and (b) from and after the
end of the Revolving Period, the Advances Outstanding.


 


“Facility
Termination Date” means the earliest of (i) the date that is three (3) years after the last day of the Revolving Period,
(ii) the date on which the Equityholder ceases to exist and (iii) the effective date on which the facility hereunder is terminated pursuant
to Section 13.2.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any successor version that is substantively comparable
and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof, any agreements
entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with such sections
of the Code and any legislation, law, regulation or practice enacted or promulgated pursuant to such intergovernmental agreement.


 


“Federal Funds Rate”
means, for any period, the greater of (a) 0.0% and (b) a fluctuating rate per annum equal for each day during such period to the
weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received
by the Facility Agent from three federal funds brokers of recognized standing selected by it.


 


“Federal Reserve
Board” means the Board of Governors of the Federal Reserve System and, as applicable, the staff thereof.


 


“Fee
Letter” has the meaning set forth in Section 8.4.


 


“Fees”
has the meaning set forth in Section 8.4.


 


“First Lien Broadly
Syndicated Loan” means any First Lien Loan that (i) is a broadly syndicated commercial loan, (ii) as of the related
Cut-Off Date has a first lien tranche size of $250,000,000 or greater, (iii) as of the related Cut-Off Date, the relevant Obligor
has an EBITDA for the prior twelve calendar months of at least $50,000,000 or such lower amount as set forth in the applicable Asset Approval
Request (as approved by the Facility Agent in its sole discretionaccordance
with the definition thereof or the Facility Agent and the Equityholder if the Servicer is not an Affiliate of the Equityholder)
(after giving pro forma effect to any acquisition in connection therewith) and (iv) as of the related Cut-Off Date, it is (A) either
rated (publicly or with a private rating letter or the equivalent thereof) by S&P, Moody’s or Fitch (or the relevant Obligor
is rated by S&P, Moody’s or Fitch) and such ratings are not lower than “B3” by Moody’s, “B-” by
S&P and “B-” by Fitch respectively and (B) actively quoted by two (2) Approved Broker Dealers for a position in an amount
at least equal to the amount of such First Lien Loan and such quotes have been determined with respect to such Loan by Loan X Mark-It
Partners, Loan Pricing Corporation or another nationally recognized pricing service.


 


“Material Modification”
means any amendment or waiver of, or modification or supplement to, any Underlying Instrument governing a Collateral Obligation executed
or effected on or after the related Cut-Off Date that is not consented to by the Facility Agent in writing which:


 


(a)              
reduces or forgives any or all of the principal amount due under such Collateral Obligation;


 


(b)              
(i) waives one or more interest payments, (ii) permits any interest due in cash to be deferred or capitalized and added to the
principal amount of such Collateral Obligation (other than any deferral or capitalization already allowed by the terms of any Deferrable
Collateral Obligation as of the related Cut-Off Date) or (iii) reduces the amount of interest due (in each case, other than with respect
to any prepayment fees in connection with any prepayment);


 


(c)              
contractually or structurally subordinates such Collateral Obligation by operation of (i) any priority of payment provisions, (ii)
turnover provisions, (iii) the transfer of assets in order to limit recourse to the related Obligor or (iv) the granting of Liens (other
than by the granting of Permitted Liens) on any of the collateral securing such Collateral Obligation, each that requires the consent
of the applicable Loan Party or any lenders thereunder;


 


(d)              
either (i) extends the maturity date of such Collateral Obligation by more than 90 days past the maturity date as of the related
Cut-Off Date or (ii) extends or waives the amortization schedule with respect thereto and the effect of such extension or waiver is to
extend the Average Life of such Collateral Obligation by more than 10% (from the amortization schedule as of the time such Loan is approved
by the Facility Agent for inclusion in the Borrower Collateral);


 


(e)              
substitutes, alters or releases (other than by the granting of Permitted Liens or excluding a release in connection with a payoff
of all of such Collateral Obligation) the Related Security securing such Collateral Obligation and such substitution, alteration or release,
individually or in the aggregate and as determined in the Facility Agent’s reasonable discretion, materially and adversely affects
the value of such Collateral Obligation;


 


(f)               
(i) results in any materially less financial information in respect of reporting frequency, scope or otherwise being provided with
respect to the related Obligor or reduces the frequency or total number of any appraisals required thereunder that, in each case, has
an effect on the ability of the Servicer or the Facility Agent (as determined by the Facility Agent in its reasonable discretion) to make
any determinations or calculations required or permitted hereunder; provided that the failure to timely provide quarterly or annual
financial statements shall be deemed to be material (subject to the shorter of any applicable grace period thereunder and thirtyforty-five
(3045) days from
the due date) or (ii) in the case of an Asset Based Loan, reduces the frequency or total number of any appraisals required under the related
Underlying Instruments; provided, that for so long as reporting frequency remains at least quarterly, changes to reporting frequency
shall not be considered Material Modifications;


 


(g)              
amends, waives, forbears, supplements or otherwise modifies in any way the definition of “permitted lien” or “indebtedness”
(or any similar term) in a manner than is materially adverse to any Lender;


 


(h)              
results in any change in the currency or composition of any payment of interest or principal to any currency other than the Eligible
Currency in which such Collateral Obligation was originally denominated as of the Cut-Off Date;


 


(i)                
with respect to an Asset Based Loan, results in a change to or grants relief from the borrowing base or any related definition;
provided that any such change of more than 5% shall be deemed to be material; or


 






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(j)                
results in a change to the calculation of EBITDA for the related Obligor, which is materially adverse to the Lenders unless (x)
for all purposes under this Agreement, the Servicer continues to calculate EBITDA of such Obligor without giving effect to such modification
or, if the Servicer elects to calculate the EBITDA of such Obligor after giving effect to such modification, the Servicer shall recalculate
the Original Leverage Multiple for such Collateral Obligation by giving pro forma effect to such modification of the calculation of EBITDA
or (y) both (1) at the time of such modification, the Equityholder and its Subsidiaries did not collectively possess an ability to prevent
the effectiveness of such modification and (2) no Revaluation Event described in clause (d) of the definition thereof occurs with respect
to such Collateral Obligation as a result of such modification.


 


“Maximum Availability”
means, as of any date of determination, the difference of (i) the Facility Amount minus (ii) the balance of all unfunded Advances
approved but not yet funded minus (iii) the Aggregate Unfunded Amount plus (iv) all amounts on deposit in the Unfunded Exposure
Account, each as of such date of determination.


 


“Maximum Portfolio
Advance Rate” means:


 


	Diversity Score	Case A	Case B
	Less than or equal to 6 	(x) During the Revolving Period, 0% and (y) after the Revolving Period, 40.0%	(x) During the Revolving Period, 0% and (y) after the Revolving Period, 40.0%
	Greater than 6 but less than or equal to 8	60.0%	60.0%
	Greater than 8 but less than or equal to 11	67.5%	67.5%
	Greater than 11 but less than or equal to 15	70.0%	70.0%
	Greater than 15	75.0%	72.5%


 


Case
B will apply on any date of determination on which the Weighted Average Spread is greater than 5.00% and less than or equal to
5.50%; and Case A will apply on any date of determination on which the Weighted Average Spread is greater than 5.50%.


 


“Maximum Weighted
Average Life Test” means a test that will be satisfied on any date of determination if the Weighted Average Life of all Eligible
Collateral Obligations included in the Collateral is less than or equal to 5.55.25
years.


 


“Measurement
Date” means each of the following, as applicable: (i) the Effective Date; (ii) each Determination Date; (iii) each Reporting
Date; (iv) each Funding Date; (v) the date of any repayment or prepayment pursuant to Section 2.4; (vi) the date that the
Servicer has actual knowledge of the occurrence of any Revaluation Event with respect to any Collateral Obligation; (vii) the date of
any optional repurchase or substitution pursuant to Section 9.35; (viii) the last date of the Revolving Period; and (ix) the date
of any Optional Sale.


 






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“Minimum Diversity
Test” means a test that will be satisfied on any date of determination if the Diversity Score of all Eligible Collateral Obligations
included in the Collateral is equal to or greater than (x) during the period starting on the Effective Date and ending one-hundred twenty
(120) days after the Effective Date, 0, (y) during the period starting (i) one-hundred twenty (120) days after the Effective Date and
ending on the six-month anniversary of the Effective Date or during any Conditional Ramp-Up Period or (ii) on the date of a Securitization
for which an Affiliate of DBNY acts as an underwriter or placement agent and ending on the six-month anniversary of such Securitization,
6 and (z) otherwise, 10.


 


“Minimum Equity Condition”
means a test that will be satisfied on any date of determination if the Effective Equity is equal to the greater of (a) prior to the earlier
of (x) the date that is 120 days after the Effective Date and (y) the first date on which the Advances Outstanding equals $30,000,000,
the greater of (i) $20,000,000 and (ii) the sum of the Collateral Obligation Amounts of the two Obligors with Collateral Obligations constituting
the highest aggregate Collateral Obligation Amounts (minus the amount of each Collateral Obligation included in the Excess Concentration
Amount), (b) after the expiration of the period set forth in clause (a) and prior to the earlier of (x) the date that is 180 days after
the Effective Date and (y) the first date on which the Advances Outstanding equals $60,000,000, the greater of (i) $30,000,000 and (ii)
the sum of the Collateral Obligation Amounts of the three Obligors with Collateral Obligations constituting the highest aggregate Collateral
Obligation Amounts (minus the amount of each Collateral Obligation included in the Excess Concentration Amount) and (c) thereafter,
the greater of (i) $40,000,000 and (ii) the sum of the Collateral Obligation Amounts of the four Obligors with Collateral Obligations
constituting the highest aggregate Collateral Obligation Amounts (minus the amount of each Collateral Obligation included in the
Excess Concentration Amount).


 


“Minimum Weighted
Average Coupon Test” means a test that will be satisfied on any date of determination if the Weighted Average Coupon of all
Eligible Collateral Obligations that are Fixed Rate Collateral Obligations included in the Collateral on such date is equal to or greater
than 6.006.50%.


 


“Minimum Weighted
Average Spread Test” means a test that will be satisfied on any date of determination if the Weighted Average Spread of all
Eligible Collateral Obligations included in the Collateral on such date is equal to or greater than 5.00%.


 


“Monthly Report”
means a monthly report substantially in the form of Exhibit D prepared as of the close of business on each Reporting Date.


 


“Moody’s”
means Moody’s Investors Service, Inc., or any successor thereto.


 


“Moody’s Industry
Classification” means the industry classifications set forth in Schedule 2, as such industry classifications shall be updated
at the option of the Facility Agent in its sole discretion if Moody’s publishes revised industry classifications.


 






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“Related Security”
means, with respect to each Collateral Obligation:


 


(a)       all
Warrant Assets and any Related Property securing a Collateral Obligation, all payments paid to the applicable Loan Party in respect thereof
and all monies due, to become due and paid to the applicable Loan Party in respect thereof accruing after the applicable Advance Date
and all liquidation proceeds thereof;


 


(b)       all
guaranties, indemnities and warranties, insurance policies, financing statements and other agreements or arrangements of whatever character
from time to time supporting or securing payment of any such indebtedness;


 


(c)       all
Collections with respect to such Collateral Obligation and any of the foregoing;


 


(d)       any
guarantees or similar credit enhancement for an Obligor’s obligations under any Collateral Obligation, all UCC financing statements
or other filings relating thereto, including all rights and remedies, if any, against any Related Security, including all amounts due
and to become due to the applicable Loan Party thereunder and all rights, remedies, powers, privileges and claims of the applicable Loan
Party thereunder (whether arising pursuant to the terms of such agreement or otherwise available to the applicable Loan Party at law
or in equity);


 


(e)       all
Records with respect to such Collateral Obligation and any of the foregoing; and


 


(f)       all
recoveries and proceeds of the foregoing.


 


“Relevant
Governmental Body” means, with respect to Advances denominated in GBP, the Bank of England, or a committee officially endorsed or
convened by the Bank of England or, in each case, any successor thereto.


 


“Release Date”
has the meaning set forth in Section 9.35.


 


“REO Asset”
means, with respect to any Collateral Obligation, any Related Property that has been foreclosed on or repossessed from the current Obligor
by the Servicer.


 


“Replacement
Hedging Agreement” means one or more Hedging Agreements, which in combination with all other Hedging Agreements then in effect,
after giving effect to any planned cancellations of any presently outstanding Hedging Agreements satisfy the applicable Loan Party’s
covenant contained in Section 10.6 to maintain Hedging Agreements.


 


“Reporting Date”
means with respect to any calendar month, one (1) Business Day prior to the 25th day of such calendar month, commencing in
November 2019; provided that, in each case, if such day is not a Business Day then the Reporting Date shall occur on the following
Business Day.


 


“Repurchase Amount”
means, for any Warranty Collateral Obligation for which a payment or substitution is being made pursuant to Section 9.35 as of
any time of determination, the sum of (i) (x) during the Revolving Period, the Collateral Obligation Amount of such Collateral Obligation
multiplied by the Advance Rate for such Collateral Obligation and (y) after the Revolving Period, the Principal Balance of such
Collateral Obligation, (ii) any accrued and unpaid interest thereon since the last Distribution Date and (iii) all Hedge Breakage Costs
owed to any 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, incurred in connection with such payment or repurchase and the termination of any Hedge Transactions in
whole or in part in connection therewith.


 


“Repurchased Collateral
Obligation” means, with respect to any Collection Period, any Collateral Obligation as to which the Repurchase Amount has been
deposited in the Collection Account by or on behalf of the applicable Loan Party on or before the immediately prior Reporting Date and
any Collateral Obligation purchased by the Equityholder pursuant to the Sale Agreement as to which the Repurchase Amount has been deposited
in the Collection Account by or on behalf of the Equityholder.


 


“Request for Release
and Receipt” means a form substantially in the form of Exhibit F-2 completed and signed by the Servicer.


 






    -16-


     


    

 


“Required Lenders”
means, at any time, (a) Lenders holding Advances aggregating greater than 50% of all Advances Outstanding or if there are no Advances
Outstanding, Lenders holding Commitments aggregating greater than 50% of all Commitments or (b) the Facility Agent and Lenders holding
aggregate Advances equal to 50% of all Advances Outstanding or if there are no Advances Outstanding, Lenders holding aggregate Commitments
equal to 50% of all Commitments; provided that, Advances outstanding owing to Defaulting Lenders and the commitments of Defaulting
Lenders shall be disregarded for purposes of this definition.


 


“Resolution
Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. 


 


“Responsible Officer”
means, with respect to (a) the Servicer or any Loan Party, any duly authorized senior officer of the Servicer or such Loan Party
directly responsible for the administration of this Agreement, (b) the Collateral Agent or Collateral Custodian, any officer within the
Corporate Trust Office, including any director, vice president, assistant vice president or associate having direct responsibility for
the administration of this Agreement, who at the time shall be such officers, respectively, or to whom any matter is referred because
of his or her knowledge of and familiarity with the particular subject, or (c) any other Person, the President, any Vice-President
or Assistant Vice-President, Corporate Trust Officer or the Controller of such Person, or any other officer or employee having similar
functions.


 


“Restricted Information”
has the meaning set forth in Section 10.22(b).


 


“Retained
Economic Interest” has the meaning set forth in Section 10.22(a).


 


“Retained Interest”
means, with respect to any Collateral Obligation included in the Collateral, (a) such obligations to provide additional funding with respect
to such Collateral Obligation that have been retained by the other lender(s) of such Collateral Obligation, (b) all of the rights and
obligations, if any, of the agent(s) under the Underlying Instruments, (c) any unused commitment fees associated with the additional funding
obligations that are being retained in accordance with clause (a) above, and (d) any agency or similar fees associated with the rights
and obligations of the agent(s) that are being retained in accordance with clause (b) above.


 


“Revaluation Event”
means each occurrence of any of the following with respect to any Collateral Obligation:


 


(a)       such
Collateral Obligation becomes a Defaulted Collateral Obligation;


 


(b)       the
occurrence of a Material Modification with respect to such Collateral Obligation that is not previously approved by the Facility Agent
(in its sole discretion);


 


(c)       the
related Obligor fails to deliver to the applicable Loan Party or the Servicer any financial reporting package (i) as required by the Underlying
Instruments of such Collateral Obligation (following the lapse of any grace period granted by applicable Loan Party with respect thereto,
but in any event not greater than 45 calendar days) and (ii) no less frequently than quarterly (other than with respect to Multiple of
Recurring Revenue Loans that are included in the Collateral), but which shall in no case exceed sixty (60) days after the end of each
quarter and one-hundred and eighty-five (185) days after the end of each fiscal year; provided
that if the Obligor delivers to the applicable Loan Party or the Servicer an unqualified audit no later than ninety (90) days after the
date on which the applicable financial reporting package was due under the Underlying Instruments, then no Revaluation Event shall be
deemed to have occurred so long as no other Revaluation Event is indicated in such audit;


 






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(d)       with
respect to any Enterprise Value Loan that is not a Multiple of Recurring Revenue Loan, the Leverage Multiple with respect to such Collateral
Obligation becomes more than 1.00x higher than the Original Leverage Multiple;


 


(e)       with
respect to any Asset Based Loan, (A) the Borrower fails (or fails to cause the Obligor to) retain an Approved Valuation Firm to re-calculate
the Appraised Value of (x) with respect to any such Asset Based Loan that has intellectual property, equipment or real property, as the
case may be, in its borrowing base, the collateral securing such Asset Based Loan at least once every twelve (12) months that such Loan
is included in the Collateral (subject to a 30 day grace period with respect to any such review) and (y) with respect to all other Asset
Based Loans included in the Collateral, the collateral securing such Loan at least once every six (6) months that such Loan is included
in the Collateral (subject to a 30 day grace period with respect to any such review) or (B) the Borrower (or the related Obligor, as applicable)
changes the Approved Valuation Firm with respect to any Asset Based Loan that or the related Approved Valuation Firm changes the metric
for valuing the collateral of such Loan, each without the written approval of the Facility Agent;


 


(f)       with
respect to any Asset Based Loan, the “borrowing base” (or such similarly used term) is out of compliance by more than 10%
pursuant to the terms of the Underlying Instruments;


 


(g)       with
respect to any Multiple of Recurring Revenue Loan, (1) the Debt-to-Recurring-Revenue Ratio with respect to such Multiple of Recurring
Revenue Loan on any date reported under the Underlying Instrument increases by more than 20.0% from the Debt-to-Recurring-Revenue Ratio
calculated on the applicable Cut-Off Date or (2) otherwise, the related Obligor’s last quarter annualized Revenue is less than $10,000,000
calculated using the most recent financial information of such Obligor received by the Borrower (or otherwise available to the Borrower
with respect to such Obligor); provided that so long as (x) such Obligor’s debt as a multiple of recurring revenue remains
below 1.0x, (y) such Obligor’s Effective Loan Level LTV remains below 25% and (z) such Obligor’s annualized Revenue is greater
than $10,000,000, sub-clause (1) above shall not be applicable; or


 


(h)       with
respect to calculating the Debt-to-Recurring-Revenue Ratio for any Multiple of Recurring Revenue Loan, a failure to provide the information
necessary to calculate the Debt-to-Recurring Revenue Ratio for any Multiple of Recurring Revenue Loan.;
or


 


(i)       with
respect to any Multiple of Recurring Revenue Loan, the occurrence of any breach with respect to any financial covenant under the Underlying
Instrument as a result of underperformance by the Obligor, which, if it continues uncured, will, with lapse of time or notice or lapse
of time and notice, constitute an event of default under such Underlying Instrument, regardless of any waiver, modification or amendment
of such Underlying Instrument; provided that any occurrence described by this clause (i) that occurred prior to the applicable Cut-Off
Date and that was disclosed to the Facility Agent shall not constitute a Revaluation Event.


 






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“Sale Agreement”
means the Sale and Contribution Agreement, dated as of the date hereof, by and between the Equityholder, as seller, and the Borrower,
as purchaser.


 


“Sanctioned Countries”
has the meaning set forth in Section 9.30.


 


“Sanctions”
has the meaning set forth in Section 9.30.


 


“Sanctions Target”
has the meaning set forth in Section 9.30.


 


“SONIA”
means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published
by the SONIA Administrator on the SONIA Administrator’s Website; provided that if the sum of Daily Simple SONIA and the SONIA Adjustment
is less than 0.0%, SONIA shall be deemed to be 0.0% for purposes of this Agreement.


 


“SONIA
Adjustment” means, for a period equal to three (3) months, 0.1193% per annum.


 


“SONIA
Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).


 


“SONIA
Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor
source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.


 


“S&P Industry
Classification” means the industry classifications set forth in Schedule 6, as such industry classifications shall
be updated at the option of the Facility Agent in its sole discretion if S&P publishes revised industry classifications.


 


“Schedule of Collateral
Obligations” means the list or lists of Collateral Obligations attached to each Asset Approval Request and each Reinvestment
Request. Each such schedule shall identify the assets that will become Collateral Obligations, shall set forth such information with respect
to each such Collateral Obligation as the applicable Loan Party or the Facility Agent may reasonably require and shall supplement any
such schedules attached to previously-delivered Asset Approval Requests and Reinvestment Requests.


 


“Scheduled Collateral
Obligation Payment” means each periodic installment payable by an Obligor under a Collateral Obligation for principal, interest
and/or unutilized/commitment fees (as applicable) in accordance with the terms of the related Underlying Instrument.


 


“Screen
Rate” means (a) with respect to Dollar Advances and GBP Advances, the
London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration
of that rate) for the relevant currency and period, (b) with respect to GBP
Advances, the rate equal to the Sterling Overnight Index Average administered by the Bank of England (or any other person which takes
over the administration of that rate), (c) with respect to Euro Advances, the euro interbank offered rate administered
by the Banking Federation of the European Union (or any other person which takes over the administration of that rate) for the relevant
period, (cd) with
respect to AUD Advances, the rate equal to the Bank Bill Swap Reference Bid Rate (or a comparable or successor rate) for the relevant
time period and (de) with
respect to CAD Advances, the rate equal to the Canadian Dealer Offered Rate (or a comparable or successor rate) for the relevant period.


 






    -19-


     


    

  


“Servicer Expenses”
means any accrued and unpaid expenses (including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by
the Borrower to the Servicer (other than the Servicing Fee) under the Transaction Documents.


 


“Servicing Fee”
means with respect to any Distribution Date, the senior fee payable to the Servicer or successor servicer (as applicable) for services
rendered during the related Collection Period, which shall be equal to one-quarter of the product of (i) 0.50% multiplied
by (ii) the average of the values of the Aggregate Eligible Collateral Obligation Amount on the first day and the last day of the
related Collection Period; 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 Distribution Date.


 


“Servicing Standard”
means, with respect to any Loans included in the Collateral, to service and administer such Loans in accordance with Applicable Law, the
terms of this Agreement, the Underlying Instruments and, to the extent consistent with the foregoing, (a) in a manner consistent with
the provisions of the 1940 Act applicable to the Servicer as an advisor to the Borrower, (b) 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 (c) with a view to maximize
the value of the Loans.


 


“Specified Borrowing
Base Breach” means a Borrowing Base Deficiency (1) that
occurs (a) after the end of the Revolving Period and (b) solely as a result of a reduction in the Diversity Score; provided that
the Diversity Score is at least equal to 6. or
(2) (a) that occurs solely as a result of a reduction in the Discount Factor for any reason other than as a result of the occurrence of
a Revaluation Event described in clause (a) of the definition thereof and (b) the amount of which deficiency is (x) if the Borrowing Base
Advance Rate is equal to or less than 75.0% but greater than 65.0%, less than an amount equal to (i) 2.5% multiplied by (ii) the Borrowing
Base as of the point in time immediately prior to such reduction in Discount Factor and (y) if the Borrowing Base Advance Rate is equal
to or less than 65.0%, less than an amount equal to (i) 5.0% multiplied by (ii) the Borrowing Base as of the point in time immediately
prior to such reduction in Discount Factor; provided that with respect to this clause (2) if (x) the Effective Advance Rate is greater
than 75.0% or (y) the Diversity Score is less than 11, then such Borrowing Base Deficiency shall not be a Specified Borrowing Base Deficiency.


 


“Specified First
Lien Loan” means any First Lien Loan (other than a DIP Loan or a Multiple of Recurring Revenue Loan) that is an Enterprise Value
Loan (x) (i) where the related Obligor is not a holding company, (ii) that has either (a) both (I) an Original Leverage Multiple of less
than 3.5x and (II) an Effective Loan Level LTV of less than 45% or (b) both (I) an Original Leverage Multiple that is greater than or
equal to 3.5x but less than 4.0x and (II) an Effective Loan Level LTV of less than 50% and (iii) has an Obligor with a most recently reported
EBITDA of at least $10,000,000 or (y) that is approved as a Specified First Lien Loan in writing by the Facility Agent in its sole discretion.


 






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“Specified
Multiple of Recurring Revenue Loan” means, as of any date of determination, any Multiple of Recurring Revenue Loan (i) the Discount
Factor of which has been amended by the Facility Agent pursuant to Section 2.7(b) as a result of the occurrence of a Revaluation Event
with respect to such Loan and (ii) that has been sold pursuant to an Optional Sale, the sale price of which is greater than the Collateral
Obligation Amount of such Multiple of Recurring Revenue Loan (after giving effect to such reduction of the Discount Factor) as of the
date of such Optional Sale.


 


“Specified
Revaluation Event” means each occurrence of any of the following with respect to any Collateral Obligation:


 


(a)       the
occurrence of a Material Modification pursuant to clause (a), (c), (e), (f), (g) or (i) of the definition thereof with respect to such
Collateral Obligation that is not previously approved by the Facility Agent (in its sole discretion); provided that with respect to clause
(g) of the definition of Material Modification, any modification pursuant to a United States federal government assistance program (e.g.,
the Paycheck Protection Program) shall not be considered a Specified Revaluation Event; or


 


(b)       the
Leverage Multiple with respect to such Collateral Obligation becomes more than 2.00x higher than the Original Leverage Multiple; provided
that, so long as no other Revaluation Event occurs concurrently, the first such occurrence of a Revaluation Event pursuant to clause (d)
of the definition thereof due to the Leverage Multiple with respect to such Collateral Obligation becoming more than 2.00x higher than
the Original Leverage Multiple shall not constitute a Specified Revaluation Event. 


 


“Standard & Poor’s”
or “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC
business, and any successor or successors thereto.


 


“Structured Finance
Obligation” means any obligation secured directly by, referenced to, or representing ownership of, a pool of receivables or
other financial assets of any obligor, including collateralized debt obligations and mortgage-backed securities, including (but not limited
to) collateral debt obligations, collateral loan obligations, asset backed securities and commercial mortgage backed securities or any
resecuritization thereof.


 


“Subsidiary”
means, with respect to any Person, a corporation, partnership or other entity of which such Person and/or its other Subsidiaries own,
directly or indirectly, such number of outstanding shares or interests as have more than 50% of the ordinary voting power for the election
of directors, managers or general partners, as applicable.


 


“Substitute Eligible
Collateral Obligation” means each Eligible Collateral Obligation pledged by the Borrower to the Collateral Agent, on behalf
of the Secured Parties, pursuant to Section 9.35.


 






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“Substituted Collateral
Obligation” means, with respect to any Collection Period, any Warranty Collateral Obligation with respect to which the Equityholder
has substituted in a Substitute Eligible Collateral Obligation pursuant to Section 9.35 and the Sale Agreement.


 


“Tangible Net Worth”
means, with respect to any Person, the consolidated assets minus the consolidated liabilities of such Person and its consolidated Subsidiaries
calculated in accordance with GAAP after subtracting therefrom the aggregate amount of the intangible assets of such Person and its consolidated
Subsidiaries, including, without limitation, goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights and service marks;
provided that such calculation shall not take into consideration any market price changes or perceived market price changes.


 


“Target Portfolio
Amount” means $370,000,000 or such other amount as agreed by the Facility Agent and the Borrower in connection with an increase
in the Facility Amount in excess of $50,000,000.


 


“Tax Jurisdiction”
means the Cayman Islands, Bermuda, Curaçao, St. Maarten, the Channel Islands or the Bahamas.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees
or other charges imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto.


 


“Transaction Documents”
means this Agreement, the Notes, the Sale Agreement, the Collateral Agent and Collateral Custodian Fee Letter, each Fee Letter, the Account
Control Agreement, each Securitization Subsidiary Joinder, each Joinder Agreement and the other documents to be executed and delivered
in connection with this Agreement, specifically excluding from the foregoing, however, Underlying Instruments delivered in connection
with this Agreement.


 


“UCC” means
the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.


 


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time)
promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended
from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment
firms, and certain affiliates of such credit institutions or investment firms.


 


“UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution
of any UK Financial Institution.


 


“Uncommitted Lender”
means any Conduit Lender designated as an “Uncommitted Lender” for any Lender Group and any of its assignees.


 






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“Weighted Average
Advance Rate” means, as of any date of determination with respect to all Eligible Collateral Obligations included in the Adjusted
Aggregate Eligible Collateral Obligation Balance, the number obtained by dividing (i) the amount obtained by summing the products obtained
by multiplying (a) the Advance Rate of each such Eligible Collateral Obligation by (b) such Eligible Collateral Obligation’s
contribution to the Adjusted Aggregate Eligible Collateral Obligation Balance by (ii) the Adjusted Aggregate Eligible Collateral Obligation
Balance, in each case, as of such date.


 


“Weighted Average
Coupon” means, as of any day, the number expressed as a percentage obtained by dividing (i) the sum for each Eligible Collateral
Obligation (including, for any Deferrable Collateral Obligation, only the required current cash pay interest thereon) that is a Fixed
Rate Collateral Obligation of (x) the interest rate for each such Collateral Obligation minus the Applicable Interest Rate multiplied
by (y) the outstanding principal balance of each such Collateral Obligation by (ii) the aggregate outstanding principal balance for Fixed
Rate Collateral Obligations.


 


“Weighted Average
Life” means, as of any day with respect to all Eligible Collateral Obligations included in the Collateral, the number of years
following such date obtained by dividing (i) the amount obtained by summing the products obtained by multiplying (a) the
Average Life at such time of each such Eligible Collateral Obligation by (b) the outstanding principal balance of such Collateral
Obligation by (ii) the aggregate outstanding principal balance of all Eligible Collateral Obligations.


 


“Weighted Average
Spread” means, as of any day, the number expressed as a percentage equal to (i) the Aggregate Funded Spread divided by (ii)
the aggregate outstanding principal balance of all Eligible Collateral Obligations.


 


“Weighted Average
Unfunded Advance Rate” means, as of any date of determination with respect to all Eligible Collateral Obligations that are Variable
Funding Assets included in the Adjusted Aggregate Eligible Collateral Obligation Balance, the number obtained by dividing (i) the amount
obtained by summing the products obtained by multiplying (a) the Advance Rate of each such Variable Funding Asset by (b) such Variable
Funding Asset’s contribution to the Adjusted Aggregate Eligible Collateral Obligation Balance by (ii) the sum of all Variable Funding
Assets’ contributions to the Adjusted Aggregate Eligible Collateral Obligation Balance.


 


“Withholding Agent”
means the Borrower, the Facility Agent, the Collateral Agent and the Servicer.


 


“Write-Down and Conversion
Powers” means, (a)
with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time
under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In
Legislation Schedule., and
(b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce,
modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises,
to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any
such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that
liability or any of the powers under the Bail-In Legislation that are related to or ancillary to any of those powers.


 






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Section
2.5            Permanent Reduction of Facility Amount. (a) The
Borrower may at any time upon five Business Days’ prior written notice to the Facility Agent (with a copy to the Collateral Agent),
permanently reduce the Facility Amount (i) in whole or in part upon payment in full (in accordance with Section 2.4)
of the Advances Outstanding or (ii) in part by any pro forma amount that the Facility Amount exceeds the Advances Outstanding
(after giving effect to any concurrent prepayment thereof). In connection with any permanent reduction of the Facility Amount under this
Section 2.5(a), the Commitment of each Committed Lender shall automatically, and without any further action by any party,
be reduced pro rata with all other Committed Lenders such that the sum of all Commitments will equal the newly reduced Facility
Amount.


 


(b)              
As a condition precedent to any permanent reduction of the Facility Amount pursuant to Section 2.5(a), the Borrower
shall pay to each Lender, any applicable Prepayment Fee; provided that the Borrower shall not be required to pay such Prepayment
Fee (i) if the Lenders have, prior to the date of such reduction in whole or in part, declined a request for extension of the Revolving
Period under Section 2.6 on substantially the same terms as already set forth herein; (ii) to any Lender that is a Defaulting Lender,
(iii) during the continuation of a Non-Approval Event, at the time of any such permanent reduction of the Facility Amount; (iv) if such
reduction occurs within sixty (60) days following delivery by the Facility Agent of a request to comply with any changes to the EU Securitization
Rules that will impose any substantial obligations on the Borrower with respect to which it, or any Affiliate or other entity managed
by Golub Capital BDC 3, Inc. or an Affiliate thereof, is not currently required to comply in any other financing; and (v) to any Lender
that has, prior to the date of such permanent reduction in whole or in part, demanded the Borrower pay any Increased Costs pursuant to
Section 5.1.


 


Section
2.6            Extension of Revolving Period. The
Borrower may, at any time after the one-year anniversary of the Effective Date and prior to the
date that is 20 Business Days prior to the last date of the Revolving Period, deliver a written notice to the Facility Agent requesting
an extension of the Revolving Period for a minimum of twelve months. In the respective sole discretion of each Agent, the Revolving Period
shall be extended to a date mutually agreed upon by the Borrower and the Agents and in accordance with the other terms and conditions
as may be agreed to from time-to-time by the Borrower and the Facility Agent.


 


Section
2.7            Calculation of Discount Factor.


 


(a)              
In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by the Borrower
and included in the Collateral or in connection with an Asset Approval Request pursuant to clause (b) of the definition of Cut-Off Date,
the Facility Agent will assign (in its sole discretion) a Discount Factor for such Collateral Obligation, which Discount Factor shall
remain effective for such Collateral Obligation except as provided in clause (b) below.


 


(b)              
If a Revaluation Event occurs with respect to any Collateral Obligation, the Discount Factor of such Collateral Obligation may
be amended by the Facility Agent, in its sole discretion; provided that, subject
to clause (e) below, if a Revaluation Event described in clause (c) of the definition thereof has occurred and the applicable Loan Party
and/or Servicer has cured such Revaluation Event pursuant to the proviso in such clause (c), then the Discount Factor of the applicable
Collateral Obligation shall be deemed to not have been amended and no Revaluation Event with respect to such Collateral Obligation shall
be deemed to have occurred. The Facility Agent will provide written notice of the revised Discount Factor to the Borrower and
the Servicer. To the extent the Servicer has actual knowledge or has received notice of any Revaluation Event with respect to any Collateral
Obligation, the Servicer shall give prompt notice thereof to the Facility Agent (but, in any event, not later than three Business Days
after it receives notice or gains actual knowledge thereof); provided that the Facility Agent may not amend the Discount Factor
of a Collateral Obligation which has been assigned a Discount Factor by an Approved Valuation Firm as set forth in clause (c) below
unless a subsequentSpecified
Revaluation Event has occurred or the Leverage Multiple
of such Collateral Obligation becomes more than 1.0x higher than the
Leverage Multiple at the time such Discount Factor was assigned by the Approved Valuation Firm.


 






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(c)              
If the Discount Factor with respect to any Collateral Obligation assigned by the Facility Agent following Revaluation Events of
the type set forth in clauses (b), (d), (e), (f) or (g) of the definition thereof pursuant to clause (b) above is below the initial
Discount Factor assigned by the Facility Agent when such Collateral Obligation was purchased and no priorSpecified
Revaluation Event has occurred, then the Borrower may (at its own expense) retain an Approved Valuation Firm to determine (in accordance
with the Valuation Standard) such Discount Factor within sixty (60) days after re-assignment
of such Discount Factor; provided, that (x) each determination by an Approved Valuation Firm of any Discount Factor shall be re-calculated,
at the Borrower’s expense, every six (6) months after the date of such determination;
provided that, (i) if the Leverage Multiple of such Collateral
Obligation is less than
the Leverage Multiple at the time such Discount Factor was assigned by the Approved Valuation Firm then
the Borrower may request the Facility Agent to waive the requirement of this clause (x) or (ii) with respect to the occurrence of a Revaluation
Event of the type set forth in clause (d) of the definition thereof, if the Leverage Multiple of such Collateral Obligation does not exceed
the Leverage Multiple at the time the Approved Valuation Firm determined the Discount Factor, then (1) the requirement of this clause
(x) shall be suspended and (2) the Discount Factor of such Collateral Obligation shall be the lower of (a) the Discount Factor determined
by the Approved Valuation Firm and (b) the value (expressed as a percentage of par) of the Collateral Obligation that was determined in
accordance with any internal valuation performed for any private funds of the Servicer or any of its affiliates, (y) once an
Approved Valuation Firm is selected with respect to any Eligible Collateral Obligation and the Borrower has provided the Facility Agent
with notice of the exercise of its rights pursuant to this clause (c), such Approved Valuation Firm that has been selected with respect
to such Eligible Collateral Obligation may not be changed without the prior written consent of the Facility Agent and (z) unless
otherwise consented to by the Facility Agent, the Borrower may not utilize any valuation previously provided by an Approved
Valuation Firm for another entity managed by the Servicer or any of its Affiliates; provided, further, that the re-calculated Discount
Factor shall not be greater than the initial Discount Factor assigned by the Facility Agent when the Collateral Obligation was purchased;
provided, further, that with respect to any Collateral Obligation that is a Multiple of Recurring Revenue Loan, if the Revenue
of the Obligor of such Multiple of Recurring Revenue Loan has declined by at least 40% since such Multiple of Recurring Revenue Loan was
acquired by the Borrower or the related Obligor’s last quarter annualized Revenue is less than $10,000,000 calculated using the
most recent financial information of such Obligor received by the Borrower (or otherwise available to the Borrower with respect to such
Obligor), then the Borrower shall not be able to dispute the Facility Agent’s reassignment.


 


(d)              
The Borrower (or the Servicer on behalf of the Borrower) may request that the Discount
Factor be increased for any Collateral Obligation with respect to which (i) the Discount Factor was assigned a value below 100% by the
Facility Agent; or (ii) the Discount Factor was decreased by the Facility Agent following the occurrence of a Revaluation Event.


 






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(e)              
Notwithstanding the foregoing, the Discount Factor of a Delayed Reporting Obligation
shall not be amended by the Facility Agent other than pursuant to clause (d) above so long as (x) no other Revaluation Event with respect
to such Delayed Reporting Obligation has occurred, (y) the Servicer provides and continues to provide a certification in each financial
reporting package with respect to such Delayed Reporting Obligation that (i) the failure to deliver the applicable audit results is due
to technical or administrative delay related to the audit or delay on the part of the related auditor and not due to any deterioration
in the credit quality or extended review of the credit quality of such Delayed Reporting Obligation or the related Obligor, (ii) the related
Obligor is not considered defaulted pursuant to the Servicer’s internal policies and (z) the related Obligor continues to prepare
and deliver financial reporting packages as required under the Underlying Instruments and such financial reporting packages are provided
to the Facility Agent in accordance with this Agreement, (iii) the related Obligor of such Delayed Reporting Obligation has not increased
leverage since the applicable Delayed Reporting Date and (iv) such Delayed Reporting Obligation is not on the Servicer’s watch-list.


 


Section
2.8            Increase in Facility Amount. The
Borrower may, with the prior written consent of the Facility Agent (which consent may be conditioned on one or more conditions precedent
in its sole discretion), (i) increase the Commitment of the existing Lender Groups (pro rata) by an additional $250,000,000, (ii) add
additional Lender Groups and/or (iii) increase the Commitment of any Lender Group, in each case which shall increase the Facility Amount
by the amount of the Commitment of each such existing or additional Lender Group.


 


Section
2.9            Defaulting Lenders.


 


(a)              
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:


 


(i)               
any payment of principal, interest, fees or other amounts received by the Collateral Custodian for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity, or otherwise), shall be applied at such time or times as may be determined by the Facility
Agent and advised to the Collateral Custodian in writing as follows: first, to the payment of any amounts owing by that Defaulting
Lender to the Facility Agent hereunder; second, as the Borrower may request (so long as no Event of Default or Unmatured Event
of Default exists (except to the extent caused by such Defaulting Lender, as determined by the Borrower in its sole discretion)), to
the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement,
as determined by the Servicer, the Facility Agent or the Collateral Agent; third, if so determined by the Facility Agent and the
Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender
to fund future Advances under this Agreement; fourth, to the payment of any amounts owing to the other Lenders as a result of
any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; fifth, so long as no Event of Default or Unmatured Event of Default
exists (except to the extent caused by such Defaulting Lender, as determined by the Facility Agent in its sole discretion), to the payment
of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth,
to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment
of the principal amount of any Advances in respect of which such Defaulting Lender has not fully funded its appropriate share, such payment
shall be applied solely to pay the Advances of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Advances of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are
applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.9 shall be
deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto; and


 






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(p)              
[Reserved]; and


 


(q)              
Beneficial Ownership Certification. The Facility Agent shall have received the Beneficial Ownership Certification in respect
of the Borrower.; and


 


(r)               
Other. Such other approvals, documents, opinions, certificates and reports as the Facility Agent may reasonably request.


 


Section
6.2            Advances and Reinvestments. The
making of any Advance (including the initial Advance hereunder) and any Reinvestment are all subject to the condition that the Effective
Date shall have occurred and to the following further conditions precedent that:


 


(a)              
No Event of Default, Etc. Each of the Transaction Documents shall be in full force and effect (unless terminated in accordance
with the terms of the Transaction Documents) and (i) no Event of Default or Unmatured Event of Default shall have occurred and be
continuing or will result from the making of such Advance or Reinvestment (other than in connection with an Advance made pursuant to Section
2.2(c)), (ii) no Servicer Default or Unmatured Servicer Default shall have occurred and be continuing or will result from the
making of such Advance or Reinvestment (other than in connection with an Advance made pursuant to Section 2.2(c)), (iii) the
representations and warranties of the Borrower and the Servicer contained herein and in the other Transaction Documents shall be true
and correct in all material respects as of the related Funding Date (or if such representation and warranty specifically refers to an
earlier date, such earlier date), with the same effect as though made on the date of (and after giving effect to) such Advance or Reinvestment
(or, if applicable, such earlier specified date), and (iv) after giving effect to such Advance or Reinvestment (and any purchase
of Eligible Collateral Obligations in connection therewith), (A) the Advances Outstanding will not exceed the Borrowing Base, the Maximum
Availability or the Facility Amount and (B) the Foreign Currency Advance Amount will not exceed the Foreign Currency Sublimit;


 


(b)              
Requests. (i) In connection with the funding of any Advance pursuant to Section 2.2(a), the Collateral
Agent, each Agent and the Facility Agent shall have received the Advance Request for such Advance in accordance with Section 2.2(a),
together with all items required to be delivered in connection therewith and (ii) in connection with any Reinvestment, the Collateral
Agent, each Agent and the Facility Agent shall have received the Reinvestment Request for such Reinvestment in accordance with Section 8.3(b),
together with all items required to be delivered in connection therewith;


 


(c)              
Revolving Period. The Revolving Period shall not have ended;


 


(d)              
Document Checklist. The Collateral Custodian shall have received a Document Checklist (with a copy to the Facility Agent)
for each Eligible Collateral Obligation to be added to the Collateral on the related Funding Date;


 


(e)              
Borrowing Base Confirmation. The Collateral Agent and the Facility Agent shall have received an Officer’s Certificate
of the Borrower or the Servicer (which may be included as part of the Advance Request or Reinvestment Request) computed as of the date
of such request and after giving effect thereto and to the purchase by the Borrower of the Collateral Obligations to be purchased by it
on such date (if any), demonstrating that (A) the Advances Outstanding shall not exceed the lowest of (i) the Borrowing Base, (ii) the
Maximum Availability and (iii) the Facility Amount, calculated as of the Funding Date as if the Collateral Obligations to be purchased
by the Borrower on such Funding Date were owned by the Borrower and (B) in the case of an Advance in an Eligible Currency other than Dollars,
the Foreign Currency Advance Amount would not exceed the Foreign Currency Sublimit on such day;


 






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(E)             
FIFTH, during the Revolving Period, (1) first, to the Agents on behalf
of their respective Lenders pro rata in accordance with the amount of the Advances Outstanding in the amount necessary to eliminate
any outstanding Borrowing Base Deficiency and reduce the Advances Outstanding to an amount not to exceed the Maximum Availability, (2)
second, if the Minimum Equity Condition is not satisfied on such Distribution Date, (x) to the Agents on behalf of their respective
Lenders pro rata in accordance with the amount of the Advances Outstanding in the amount necessary to reduce the Advances Outstanding
or (y) to the Principal Collection Account as Principal Collections for application in accordance with Section 8.3(b) until the
Minimum Equity Condition is satisfied; (3) third, solely during the
Revolving Period, if the Diversity Score is less than 10 but greater than or equal to 8, to the Principal Collection Account
as Principal Collections for application in accordance with Section 8.3(b) in the amount necessary (as determined by the Servicer
in its reasonable discretion) to increase the Diversity Score above 10 and (4) fourth, to the Agents on behalf of their respective
Lenders pro rata in accordance with the amount of the Advances Outstanding in the amount necessary to reduce the Advances Outstanding
to an amount such that after giving effect to such reduction the Foreign Currency Advance Amount is less than the Foreign Currency Sublimit;


 


(F)             
SIXTH, (1) during the Revolving Period, if the Diversity Score is less than 8, to the Agents on behalf of their respective Lenders
pro rata to repay the Advances Outstanding and (2) after the end of the Revolving Period, if the Diversity Score is less than 6,
to the Agents on behalf of their respective Lenders pro rata to repay the Advances Outstanding;


 


(G)            
SEVENTH, to the extent not waived by the Servicer, to the Servicer, any accrued and unpaid Servicing Fee for the related Collection
Period;


 


(H)            
EIGHTH, to any Affected Persons, any Increased Costs then due and owing;


 


(I)               
NINTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(I), to the Hedge Counterparties,
any unpaid Hedge Breakage Costs, together with interest accrued thereon;


 


(J)               
TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of taxes and governmental
fees owing by the Borrower, if any;


 


(K)            
ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each Indemnified Party, any Indemnified Amounts
then due and owing to each such Indemnified Party;


 


(L)             
TWELFTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, to the Collateral Agent and the Collateral
Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral
Custodian;


 






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Section
9.31        Anti-Bribery and Corruption. (a)  Neither
such Loan Party nor, to the best of such Loan Party’s knowledge, any director, officer, employee, or anyone acting on behalf of
such Loan Party has engaged in any activity, or will take any action, directly or indirectly, which would breach applicable anti-bribery
and corruption laws and regulations, including but not limited to the U.S. Foreign and Corrupt Practices Act 1977, as amended, and the
Bribery Act 2010 of the United Kingdom (the “Anti-Bribery and Corruption Laws”).


 


(b)              
Such Loan Party and their Affiliates have each conducted their businesses in compliance with Anti-Bribery and Corruption Laws and
have instituted and maintain policies and procedures reasonably designed to promote and ensure continued compliance with all Anti-Bribery
and Corruption Laws and with the representation and warranty contained herein.


 


(c)              
No actions, suits, proceedings or investigations by any court, governmental, or regulatory agency are ongoing or pending against
such Loan Party, its directors, officers or employees or anyone acting on its behalf in relation to a breach of the Anti-Bribery and Corruption
Laws, or, to the knowledge of such Loan Party, threatened.


 


(d)              
Such Loan Party will not directly or indirectly use, lend or contribute the proceeds of the Advances for any purpose that would
breach the Anti-Bribery and Corruption Laws.


 


Section
9.32        Volcker Rule. To
the best of the Borrower’s knowledge and belief, the Advances do not constitute an “ownership interest” in the Borrower
for purposes of the Volcker Rule.


 


Section
9.33        AIFMD. Such
Loan Party is not (i) an AIFM or (ii) an AIF managed by an AIFM (as such term is defined in the AIFMD) required to be authorized or registered
in accordance with AIFMD.


 


Section
9.34        Optional Sales. (a) The
Borrower shall have the right to sell all or a portion of the Collateral Obligations (each, an “Optional Sale”), subject
to the following terms and conditions:


 


(i)               
immediately after giving effect to such Optional Sale:


 


(A)            
each Collateral Quality Test is satisfied or improved;


 


(B)             
the Minimum Equity Condition is satisfied;


 


(C)             
(1) the Borrowing Base is greater than or equal to the Advances Outstanding and (2) the Foreign Currency Advance Amount shall not
exceed the Foreign Currency Sublimit; and


 


(D)            
no Event of Default, Unmatured Event of Default, Unmatured Servicer Default or Servicer Default shall have occurred and be continuing;
provided that, an Event of Default or Unmatured Event of Default may occur
and be continuing if such Optional Sale (x) relates to the sale of a Specified Multiple Recurring Revenue Loan as described in clause
(ii) of the definition thereof or (y) cures any Specified Borrowing Base Breach;


 



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(ii)              
at least one (1) Business Day prior to the date of any Optional Sale, the Servicer, on behalf of the Borrower, shall give the Facility
Agent, the Collateral Custodian and the Collateral Agent written notice of such Optional Sale, which notice shall identify the related
Collateral subject to such Optional Sale and the expected proceeds from such Optional Sale and include an Officer’s Certificate
computed as of the date of such request and after giving effect to such Optional Sale, demonstrating that the Borrowing Base is greater
than or equal to the Advances Outstanding;


 


(iii)               
such Optional Sale shall be made by the Servicer, on behalf of the Borrower (A) in accordance with the Servicing Standard, (B) reflecting
arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, warranties or covenants
and provides no indemnification for the benefit of any other party (other than those which are customarily made or provided in connection
with the sale of assets of such type);


 


(iv)               
if such Optional Sale is to an Affiliate of the Borrower or the Servicer after the end of the Revolving Period, the Facility Agent has
given its prior written consent;


 


(v)              
in no event shall the sum of the aggregate Principal Balance of Collateral Obligations sold pursuant to an Optional Sale (other than
sales to any Existing Golub BDC CLO pursuant to Section 9.36) exceed 25% of the highest aggregate Principal Balance of all Collateral
Obligations at any time during the preceding 12 calendar months; provided that any Collateral Obligations transferred pursuant
to an Optional Sale to the Servicer or an Affiliate of the Servicer with respect to a new issue collateralized loan obligation managed
by the Servicer or an Affiliate of the Servicer and underwritten, arranged and/or structured by the Facility Agent or any Affiliate of
the Facility Agent shall be excluded from the foregoing limit; provided further
that, any Optional Sale of a Specified Multiple of Recurring Revenue Loan shall be excluded from the foregoing limit; and


 


(vi)               
on the date of such Optional Sale, all proceeds from such Optional Sale will be deposited directly into the Collection Account.


 


(b)              
In connection with any Optional Sale, following deposit of all proceeds from such Optional Sale into the Collection Account, the
Collateral Agent shall be deemed to release and transfer to the Borrower without recourse, representation or warranty all of the right,
title and interest of the Collateral Agent for the benefit of the Secured Parties in, to and under such Collateral Obligation(s) and related
Collateral subject to such Optional Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement.


 


(c)              
The Borrower hereby agrees to pay the reasonable and documented outside counsel legal fees and out-of-pocket expenses of the Facility
Agent, the Collateral Agent, the Collateral Custodian, each Agent and each Lender in connection with any Optional Sale (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 Collateral in connection with such Optional Sale).


 


(d)              
In connection with any Optional Sale, the Collateral Agent shall, at the sole expense of the Borrower, execute such instruments
of release with respect to the portion of the Collateral subject to such Optional Sale to the Borrower, in recordable form if necessary,
as the Borrower may reasonably request.


 






    -30-


     


    

 


Section
10.20    Delivery of Collateral Obligation Files. (a)  Such
Loan Party (or the Servicer on behalf of such Loan Party) shall deliver to the Collateral Custodian (with a copy to the Facility Agent
at the following e-mail addresses (for electronic copies): amit.patel@db.com, james.kwak@db.com, thorben.wedderien@db.com,
jerry-b.li@db.com and andrew.goldsmith@db.com) the Collateral Obligation Files identified on the related Document Checklist
promptly upon receipt but in no event later than three (3) Business Days following the related Funding Date; provided that, notwithstanding
the foregoing, the Borrower shall cause the documentation required by this Section 10.20 to be in the possession of the Collateral
Custodian not later than (A) five (5) Business Days if the Servicer or its Affiliate is the agent with respect to such Loan and (B) otherwise,
fifteen (15) days, in each case after the related Cut-Off Date as to any Collateral Obligations; provided, further that any file-stamped
document included in any Collateral Obligation File shall be delivered as soon as they are reasonably available (even if not within three
(3) Business Days of the related Funding Date). In addition, promptly following the occurrence of an Event of Default, the Borrower shall
deliver to the Collateral Custodian (with a copy to the Facility Agent at the email addresses set forth above) a fully executed assignment
in blank for each Collateral Obligation for which the Servicer, the Equityholder, the Investment Manager or any of their respective Affiliates
is the loan agent. The Borrower shall maintain (or cause to be maintained) for the Secured Parties in accordance with their respective
interests all Records that evidence or relate to the Collections not previously delivered to the Collateral Agent and shall, as soon as
reasonably practicable upon demand of the Facility Agent, make available, or, upon the Facility Agent’s demand following the occurrence
and during the continuation of a Servicer Default, deliver to the Facility Agent copies of all such Records which evidence or relate to
the Collections.


 


(b)              
The Borrower shall deliver the following: (i) all Asset Approval Requests to lenderfinance_collatreview@list.db.com, (ii) Monthly
Reports delivered in connection with Section 8.5 to csg.india@db.com, abs.conduits@db.com, dbinvestor@list.db.com, amit.patel@db.com,
james.kwak@db.com, thorben.wedderien@db.com and andrew.goldsmith@db.com, (iii) requests or notices delivered in accordance with Sections
2.2, 2.4 or 8.3(b), to abs.conduits@db.com, lenderfinance_collatreview@list.db.com, amit.patel@db.com, james.kwak@db.com,
thorben.wedderien@db.com and andrew.goldsmith@db.com and (iv) obligor reports delivered in connection with Section 7.5(l) to gcrt.ratingrequests@db.com
and lenderfinance_collatreview@list.db.com.


 


Section
10.21    ERISA. 


 


(a)              
The Borrower will not become a Benefit Plan Investor at any time while any Obligations are outstanding.


 


(b)              
The Borrower will not take any action, or omit to take any action, which would give rise to a non-exempt prohibited transaction
under Section 406(a)(1)(B) of ERISA or Section 4975(c)(1)(B) of the Code that would subject any Lender to any tax, penalty, damages, or
any other claim for relief under ERISA or the Code.


 






    -31-


     


    

 


(c)              
The Borrower shall not sponsor, maintain, or contribute to, any Plan. Except as would not reasonably be expected to have a Material
Adverse Effect, (i) the Borrower shall not, and shall not permit any ERISA Affiliate to, permit to exist any occurrence of any ERISA Event,
and (ii) the Borrower shall not permit any ERISA Affiliate to sponsor, maintain, contribute to, or incur any liability in respect of,
any Plan.


 


Section
10.22    Risk Retention. 


 


(a)              
For so long as any Obligations are outstanding: the Equityholder represents and undertakes that: (A) as an originator for purposes
of the EU Securitization Rules, the Equityholder holds and will retain on an on-going basis, a net economic interest in the securitization
transaction contemplated by this Agreement, which shall not be less than 5% of the aggregate nominal value of all the Collateral Obligations
(the “Retained Economic Interest”) measured at the time of origination (being the occasion of each origination or acquisition
of a Collateral Obligation by the Borrower); (B) the Retained Economic Interest takes the form of a first loss tranche in accordance with
paragraph (d) of Article 6(3) of the EU Securitization Regulation, as represented by the Equityholder’s direct equity interest in
the Borrower and indirect equity interest in the Securitization Subsidiaries (“Equity Interests”); (C) the Equityholder
directly holds and will directly retain 100% of the Equity Interests in the Borrower and in turn the Borrower holds and will retain 100%
of the equity interests in the Securitization Subsidiaries; (D) the aggregate capital contributions made by the Equityholder with respect
to the Equity Interests in the Borrower shall represent at least 5.0% of the aggregate of the nominal value of all the Collateral Obligations
measured at the time of origination as described in (A) above; and (E) the Equityholder shall not, and it will procure that its Affiliates
(including without limitation, the Borrower and the Securitization Subsidiaries) do not, hedge or otherwise mitigate its credit risk or
sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising under or associated with the Retained
Economic Interest, except to the extent permitted under the EU Securitization Rules.


 


(b)              
Each Monthly Report shall contain or be accompanied by a certification from the Equityholder containing a representation that all
of the conditions set forth in clause (a) above are true and have been true up to and on each date of the related Collection Period. The
Equityholder shall provide to the Facility Agent and/or any Lender that is subject to the EU Securitization Rules: (A) prompt written
notice of any breach of the obligations set forth in clause (a) above; (B) confirmation in
writing that all of the conditions set forth in clause (a) above continue to be complied with (x) in the event of a
material change in the transaction structure that materially impacts the performance of the Collateral Obligations or the risk characteristics
of the Collateral Obligations and Advances made with respect thereto and (y) upon the occurrence of any Event of Default or becoming aware
of any breach of the obligations contained in any Transaction Documents; and (C) all information, documents, reports and notifications
that any such entity reasonably requests in connection with its obligations under the EU Securitization Rules, but only to the extent
the same (x) is in the possession (or reasonable procurement) of the Equityholder, and (y) is not subject to contractually binding confidentiality
requirements or laws governing the protection of confidentiality of information and the processing of personal data (“Restricted
Information”), or if it is Restricted Information and cannot be anonymized or aggregated, the Facility Agent and/or any such
Lender enters into a confidentiality agreement reasonably acceptable to the Equityholder.


 






    -32-


     


    

 


Section
17.7        Severability. Any
provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity
or enforceability of such provision in any other jurisdiction.


 


Section
17.8        GOVERNING LAW. THIS
AGREEMENT AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


Section
17.9        Counterparts. This
Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original but all of which
shall constitute together but one and the same agreement. Delivery of this Agreement by facsimile or electronic mail shall be equally
as effective as delivery of an original executed counterpart of this Agreement. Delivery
of an executed signature page of this Agreement by facsimile or email transmission shall be effective as delivery of a manually executed
counterpart hereof. The parties agree that this Agreement may be executed and delivered by electronic signatures and that the electronic
signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.


 


Section
17.10    WAIVER OF JURY TRIAL. EACH
OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE EQUITYHOLDER, EACH LOAN PARTY, THE SERVICER, THE
FACILITY AGENT, THE AGENTS, THE INVESTORS OR ANY OTHER AFFECTED PERSON. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED
FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY)
AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ITS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER TRANSACTION DOCUMENT.


 


Section
17.11    No Proceedings.


 


(a)              
Notwithstanding any other provision of this Agreement, each of the Servicer, the Collateral Agent, the Collateral Custodian, each
Agent, each Lender and the Facility Agent hereby agrees that it will not institute against any Loan Party, or join any other Person in
instituting against any Loan Party, any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Insolvency
Event) so long as any Advances or other amounts due from any Loan Party hereunder shall be outstanding or there shall not have elapsed
one year plus one day since the last day on which any such Advances or other amounts shall be outstanding. The foregoing shall not limit
such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted
by any Person other than such Person.


 






    -33-


     


    

 


Section
17.18    Option to Acquire Rating. Each
party hereto hereby acknowledges and agrees that the Facility Agent (on behalf and at the expense of the requesting Lender) may, at any
time, in its sole discretion and at its own cost, obtain a private rating for this loan facility. The Borrower and the Servicer hereby
agree to use commercially reasonable efforts, at the request of the Facility Agent, to cooperate with the acquisition and maintenance
of any such rating so long as such acquisition and maintenance of any such rating does not impose any additional covenants or requirements
on the Borrower that make this facility more restrictive.


 


Section
17.19    Acknowledgement and Consent to Bail-In of EEAAffected
Financial Institutions. Notwithstanding anything to the
contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any EEAAffected
Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the write-down
and conversion powers of an EEAWrite-Down and Conversion Powers
of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)              
the application of any Write-Down and Conversion Powers by an EEAthe
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that
is an EEAAffected
Financial Institution; and


 


(b)              
the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)               
a reduction in full or in part or cancellation of any such liability;


 


(ii)              
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEAAffected
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on
it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability
under this Agreement or any other Transaction Document; or


 


(iii)               
the variation of the terms of such liability in connection with the exercise of the write-down and conversion
powers of any EEAWrite-Down and Conversion Powers of the applicable
Resolution Authority.


 


Article
XVIII


 


COLLATERAL CUSTODIAN


 


Section
18.1        Designation of Collateral Custodian. The
role of Collateral Custodian with respect to the Collateral Obligation Files shall be conducted by the Person designated as Collateral
Custodian hereunder from time to time in accordance with this Section 18.1.
Deutsche Bank Trust Company Americas is hereby appointed as, and hereby accepts such appointment and agrees to perform the duties and
obligations of, Collateral Custodian pursuant to the terms hereof.


 






    -34-


     


    

 


Exhibit B


 


CONFORMED EXHIBITS AND SCHEDULES TO LOAN FINANCING AND SERVICING AGREEMENT


 






    


     


    

 


EXECUTION
VERSION

Conformed through Amendment No. 1 to LFSA dated September 21, 2021


 


SCHEDULES AND EXHIBITS


 


TO


 


LOAN FINANCING AND SERVICING AGREEMENT


 


Dated as of September 10, 2019


 


(GBDC 3 Funding LLC)


 


EXHIBITS


 


	EXHIBIT
    A	Form of
    Note
	EXHIBIT B	Audit Standards
	EXHIBIT C-1	Form of Advance Request
	EXHIBIT C-2	Form of Reinvestment
    Request
	EXHIBIT C-3	Form of Electronic
    Asset Approval Request
	EXHIBIT C-4	Form of Prepayment
    Notice
	EXHIBIT
                                            C-5

    EXHIBIT C-6
	Form of
                                            FX Reallocation Notice

    Form of Electronic Asset Approval Notice

	EXHIBIT D	Form of Monthly Report
	EXHIBIT E	Form of Joinder Agreement
	EXHIBIT F-1	Authorized Representatives
    of Servicer
	EXHIBIT F-2	Request for Release
    and Receipt
	EXHIBIT F-3	Request for Release
    of Request for Release and Receipt
	EXHIBIT G-1	U.S. Tax Compliance
    Certificate (Foreign Lender - non-Partnerships)
	EXHIBIT G-2	U.S. Tax Compliance
    Certificate (Foreign Participant - non-Partnerships)
	EXHIBIT G-3	U.S. Tax Compliance
    Certificate (Foreign Participants - Partnerships)
	EXHIBIT G-4	U.S. Tax Compliance
    Certificate (Foreign Lenders - Partnerships)
	EXHIBIT H	Schedule of Collateral
    Obligations Certification
	EXHIBIT I	Form of Securitization
    Subsidiary Joinder Agreement
	EXHIBIT J	Form of Borrowing
    Base Certificate


 


SCHEDULES


 


	SCHEDULE
    1	Diversity
    Score Calculation
	SCHEDULE 2	Moody’s Industry
    Classification Group List
	SCHEDULE 3	Collateral Obligations
	SCHEDULE 4	[Reserved]
	SCHEDULE 5	Approved Valuation
    Firms
	SCHEDULE 6	S&P Industry Classifications





 






    


     


    

 


Pledged Amount


 


Purchase price


 


Original Leverage Multiple


 


Attaching Leverage Multiple


 


Detaching Leverage Multiple


 


Loan Type (Lien Position)


 


Moody’s Industry Classification


 


S&P Industry Classification


 


Servicer’s internal risk rating


 


BORROWING BASE RELATED INFORMATION


Advance Rate


Discount Factor


 


OTHER (describe any conditions to the Eligible
Collateral Obligations that are being requested to be added or waived by the Facility
Agent, proposed custom Revaluation Events, or any occurrence of a Revaluation Event)


 


II. USE FOR ASSET BASED LOANS


 


COLLATERAL OBLIGATION INFORMATION


 


Obligor Name


 


Domicile


 


Eligible Currency


 


Obligor EBITDA (including cash and
non-cash adjustments)


 


Pledged Amount


 


Purchase price


 


Original Leverage Multiple


 


Original Effective LTV


 


Detaching Effective LTV


 


Maximum Effective LTV (before triggering
a Revaluation Event)


 


Collateral Type (working capital,
fixed assets, IP, other (identify))


 


Approved Valuation Firm


 


Date of Last Appraisal


 


Appraised Value


 






    


     


    

 


Required Appraisal Frequency [6 months][12
months]


 


Loan Type (Lien Position)


 


Moody’s Industry Classification


 


S&P Industry Classification


 


BORROWING BASE RELATED INFORMATION


Advance Rate


Discount Factor


 





OTHER (describe any conditions to the
Eligible Collateral Obligations that are being requested to be added or waived by the
Facility Agent, proposed custom Revaluation Events, or any occurrence of a Revaluation
Event)


 





Detaching Leverage Multiple


 


Loan Type (Lien Position)


 


Moody’s Industry Classification


 






    


     


    

 


BORROWING BASE RELATED INFORMATION


Advance Rate


Discount Factor


 


OTHER (describe any conditions to the Eligible Collateral Obligations
that are being requested to be added or waived by the Facility Agent, proposed
custom Revaluation Events, or any occurrence of a Revaluation Event)


 


II. USE FOR ASSET BASED LOANS


 


COLLATERAL OBLIGATION INFORMATION


 


Obligor Name


 


Domicile


 


Eligible Currency


 


Obligor EBITDA (including cash and
non-cash adjustments)


 


Pledged Amount


 


Purchase price


 


Original Leverage Multiple


 


Original Effective LTV


 


Detaching Effective LTV


 


Maximum Effective LTV (before triggering
a Revaluation Event)


 


Collateral Type (working capital,
fixed assets, IP, other (identify))


 


Approved Valuation Firm


 


Date of Last Appraisal


 


Appraised Value


 


Required Appraisal Frequency [6 months][12
months]


 


Loan Type (Lien Position)


 


Moody’s Industry Classification


 


BORROWING BASE RELATED INFORMATION


Advance Rate


Discount Factor


 


OTHER (describe any conditions to the Eligible Collateral Obligations
that are being requested to be added or waived by the Facility Agent, proposed
custom Revaluation Events, or any occurrence of a Revaluation Event)