Exhibit 10.5


 


EXECUTION VERSION


 


 


MASTER LOAN SALE AGREEMENT


 


by and among


 


GOLUB
CAPITAL BDC 3, INC.,

as the Seller,


 


GC
Advisors LLC,


as the Closing Date Seller,


 


Golub
Capital BDC 3 CLO 2 LLC,

as the Buyer,


 


and


 


GBDC
3 Funding LLC,

as Warehouse Borrower


 


Dated as of December 14, 2022 


 


 






     


     


    

  


Table
of Contents


 


Page


 


	ARTICLE I DEFINITIONS	1
	Section 1.01	Definitions	1
	Section 1.02	Other Terms	4
	Section 1.03	Computation of Time Periods	4
	Section 1.04	Interpretation	4
	Section 1.05	References	5
	Section 1.06	Calculations	5
	ARTICLE II TRANSFER OF LOAN ASSETS	6
	Section 2.01	Sale, Transfer and Assignment	6
	Section 2.02	Purchase Price	10
	Section 2.03	Payment of Purchase Price	10
	Section 2.04	Allocation to Originator	10
	Section 2.05	Income Collections on Closing Date Participations	11
	Section 2.06	Elevation of the Closing Date Participations	11
	Section 2.07	Limitation on Sales to Seller and Affiliates	12
	ARTICLE III CONDITIONS PRECEDENT	12
	Section 3.01	Conditions Precedent	12
	Section 3.02	Conditions Precedent to all Purchases	13
	Section 3.03	Release of Excluded Amounts	13
	ARTICLE IV REPRESENTATIONS AND WARRANTIES	13
	Section 4.01	Representations and Warranties Regarding the Seller	13
	Section 4.02	Representations and Warranties of the Seller Relating to the Agreement and the Collateral	16
	Section 4.03	Representations and Warranties Regarding the Closing Date Seller	17
	Section 4.04	Representations and Warranties of the Closing Date Seller Relating to the Agreement and the Collateral	19
	Section 4.05	Representations and Warranties Regarding the Buyer	20



 






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TABLE OF CONTENTS


(continued)


 


Page


 


	ARTICLE V MISCELLANEOUS	21
	Section 5.01	Amendments and Waivers	21
	Section 5.02	Notices, Etc.	22
	Section 5.03	Severability of Provisions	23
	Section 5.04	GOVERNING LAW; JURY WAIVER	23
	Section 5.05	Electronic Signatures; Counterparts	23
	Section 5.06	Bankruptcy Non-Petition and Limited Recourse; Claims	24
	Section 5.07	Binding Effect; Assignability	24
	Section 5.08	Headings and Exhibits	24



 






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SCHEDULE


 
	Schedule 1	Collateral Obligations


 






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MASTER LOAN SALE AGREEMENT


 


THIS MASTER LOAN SALE
AGREEMENT, dated as of December 14, 2022 (as amended, modified, supplemented or restated from time to time, this “Agreement”),
is among GOLUB CAPITAL BDC 3, INC., a Maryland corporation (in its capacity as seller
hereunder, together with its successors and assigns, the “Seller”), GC ADVISORS LLC, a Delaware limited liability
company (together with its successors and assigns in its capacity as the closing date seller hereunder, the “Closing Date Seller”),
GOLUB CAPITAL BDC 3 CLO 2 LLC, a Delaware limited liability company (together with its
successors and assigns, the “Buyer”), and GBDC 3 FUNDING LLC, a Delaware limited liability company (together with
its successors and assigns, the “Warehouse Borrower”).


 


WHEREAS, in the regular
course of its business, the Seller originates and/or otherwise acquires Collateral Obligations; and


 


WHEREAS, contemporaneously
on the Closing Date, the Seller desires to acquire from the Warehouse Borrower, the Closing Date Seller desires to acquire from the Seller
and the Buyer desires to acquire from the Closing Date Seller the Collateral Obligations listed on Schedule 1 hereto, together
with certain related property as more fully described herein and included as part of the “Assets” in the Indenture, dated
as of December 14, 2022 (as amended, modified, restated or supplemented from time to time, the “Indenture”),
among the Buyer, as issuer, and Citibank, N.A., as collateral trustee (the “Collateral Trustee”).


 


NOW, THEREFORE, for
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 1.01     Definitions.


 


Capitalized terms used but
not defined in this Agreement shall have the meanings attributed to such terms in the Indenture, unless the context otherwise requires.
As used herein, the following defined terms shall have the following meanings:


 


“Agreement”
has the meaning provided in the first paragraph of this Agreement.


 


“Authority”
means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory
body, public body, administrative tribunal, central bank, public office, court, arbitration or mediation panel, or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of government, including the FINRA, the SEC,
the stock exchanges, any Federal, state, territorial, county, municipal or other government or governmental agency, arbitrator, board,
body, branch, bureau, commission, court, department, instrumentality, master, mediator, panel, referee, system or other political unit
or subdivision or other entity of any of the foregoing, whether domestic or foreign.


 






    


     


    

 


“Authorized Officer”
means, with respect to the Seller or the Closing Date Seller, as applicable, any Person who is authorized to act for the Seller or the
Closing Date Seller in matters relating thereto, and binding thereupon, in connection with the transactions contemplated by this Agreement
and the other Transaction Documents to which such Person is a party.


 


“Buyer”
has the meaning provided in the first paragraph of this Agreement.


 


“Closing Date Participation”
has the meaning set forth in Section 2.01(c).


 


“Closing Date Seller”
has the meaning provided in the first paragraph of this Agreement.


 


“Collateral”
has the meaning provided in Section 2.01.


 


“Collateral Trustee”
has the meaning provided in the Preamble to this Agreement.


 


“Dodd-Frank”
means the Dodd-Frank Wall Street Reform and Consumer Protection Act.


 


“Elevation”
means, with respect to each Closing Date Participation, such Closing Date Participation is elevated to an assignment.


 


“Elevation Date”
means, with respect to each Closing Date Participation, the date of its Elevation.


 


“Excluded Amounts”
means (a) any amount received by, on or with respect to any Collateral Obligation in the Collateral, which amount is attributable
to the payment of any tax, fee or other charge imposed by any Authority on such Collateral Obligation, (b) any amount representing
escrows relating to taxes, insurance and other amounts in connection with any Collateral Obligation which is held in an escrow account
for the benefit of the related Obligor and the secured party (other than the Seller in its capacity as lender with respect to such Collateral
Obligation) pursuant to escrow arrangements, (c) any Retained Fee retained by the Person(s) entitled thereto in connection
with the origination of any Collateral Obligation and (d) any Equity Security related to any Collateral Obligation that the Seller
determines will not be transferred by the Seller in connection with the sale of any related Collateral Obligation hereunder.


 


“Governmental Authorizations”
means all franchises, permits, licenses, approvals, consents, orders and other authorizations of all Authorities.


 


“Governmental Filings”
means all filings, including franchise and similar tax filings, and the payment of all fees, assessments, interests and penalties associated
with such fillings with all Authorities.


 


“Income Collections”
has the meaning set forth in Section 2.01(c).


 


“Indenture”
has the meaning provided in the Preamble to this Agreement.


 


“Lien”
means any grant of a security interest in, mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever,
including, without limitation, any conditional sale or other title retention agreement, and any financing lease having substantially
the same economic effect as any of the foregoing (including any UCC financing statement or any similar instrument filed against a Person’s
assets or properties).


 






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“Loan List”
means the list of Collateral Obligations set forth on Schedule 1, as such list may be amended, supplemented or modified from time
to time in accordance with this Agreement.


 


“Material Adverse
Effect” means, with respect to the Person making the related representation and warranty or agreeing to the related covenant,
any event that has, or could reasonably be expected to have, a material adverse effect on (a) the business, assets, financial condition
or operations of such Person (b) the ability of such Person to perform its obligations under the Transaction Documents to which
it is a party or (c) the rights, interests, remedies or benefits (taken as a whole) available to the Collateral Trustee under the
Transaction Documents.


 


“Net Purchased Loan
Balance” means, as of any date of determination, an amount equal to (a) the sum of (i) the Aggregate Principal Balance
of all Collateral Obligations sold and/or contributed by the Seller to the Buyer (directly or indirectly) hereunder prior to such date,
calculated as of the respective Cut-Off Dates of such Collateral Obligations plus (ii) the Aggregate Principal Balance of
all Collateral Obligations acquired by the Buyer other than from the Seller prior to such date minus (b) the Aggregate Principal
Balance of all Collateral Obligations sold or repurchased or substituted by, or otherwise transferred to, the Seller prior to such date.


 


“Payment in Full”
means payment in full of the Debt and of all other obligations then due and payable by the Buyer pursuant to and in accordance with the
Indenture.


 


“Payment in Full
Date” means the date on which a Payment in Full occurs or the Indenture is otherwise satisfied and discharged in accordance
with its terms.


 


“Permitted Liens”
means, with respect to the interest of the Seller, the Closing Date Seller and the Buyer in the Collateral Obligations, as applicable:
(i) security interests, liens and other encumbrances in favor of the Closing Date Seller or of the Buyer, as applicable, pursuant
to this Agreement, (ii) security interests, liens and other encumbrances in favor of the Collateral Trustee created pursuant to
the Indenture and/or this Agreement, (iii) with respect to agented Collateral Obligations, security interests, liens and other encumbrances
in favor of the lead agent, the collateral agent or the paying agent on behalf of all holders of indebtedness of such Obligor under the
related facility, (iv) with respect to any Equity Security, any security interests, liens and other encumbrances granted on such
Equity Security to secure indebtedness of the related Obligor and/or any security interests, liens and other rights or encumbrances granted
under any governing documents or other agreement between or among or binding upon the Buyer as the holder of equity in such Obligor and
(v) security interests, liens and other encumbrances for taxes, assessments or governmental charges or claims that are not yet delinquent
or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded (provided that
any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor).


 






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“Purchase”
means a purchase or other acquisition of Collateral by the Buyer from the Closing Date Seller and by the Closing Date Seller from the
Seller pursuant to Section 2.01.


 


“Purchase Price”
has the meaning provided in Section 2.02.


 


“Related Contracts”
means all credit agreements, indentures, notes, security agreements, leases, financing statements, guaranties, and other contracts, agreements,
instruments and other papers evidencing, securing, guaranteeing or otherwise relating to any Collateral Obligation or Eligible Investment
or other investment with respect to any Collateral or proceeds thereof (including the related Underlying Instruments), together with
all of the Seller’s or the Closing Date Seller’s, as applicable right, title and interest in, to and under all property or
assets securing or otherwise relating to any Collateral Obligation or Eligible Investment or other investment with respect to any Collateral
or proceeds thereof or of any Related Contract.


 


“Retained Fee”
means any reasonable origination, structuring or similar closing fee charged by the Person originating a loan on behalf of its lenders
for services it has performed in connection with such origination, which is not customarily made available to the lenders as part of
their return with respect to such loan, and provided such Person is entitled to retain the same in accordance with applicable law.


 


“Seller”
has the meaning provided in the first paragraph of this Agreement.


 


“Warehouse Borrower”
has the meaning provided in the first paragraph of this Agreement.


 


Section 1.02     Other
Terms.


 


All accounting terms used
but not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States.
The symbol “$” shall mean the lawful currency of the United States of America. All terms used in Article 9 of the UCC
in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.


 


Section 1.03     Computation
of Time Periods.


 


Unless otherwise stated in
this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means
 “from and including,” the words “to” and “until” each mean “to but excluding”.


 


Section 1.04     Interpretation.


 


In this Agreement, unless
a contrary intention appears:


 


		(i)	the singular number includes the plural
                                            number and vice versa;



 


		(ii)	reference to any Person includes such Person’s
                                            successors and assigns but, if applicable, only if such successors and assigns are permitted
                                            by the Transaction Documents;



 






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		(iii)	references to “including”
means “including, without limitation”;



 


		(iv)	reference to day or days without
further qualification means calendar days;



 


		(v)	unless otherwise stated, reference
to any time means New York, New York time;



 


		(vi)	references to “writing”
include printing, typing, lithography, electronic or other means of reproducing words in a visible form;



 


		(vii)	reference to any agreement (including
any Transaction Document), document or instrument means such agreement, document or instrument as amended, modified, supplemented, replaced,
restated, waived or extended and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of the
other Transaction Documents, and reference to any promissory note includes any promissory note that is an extension or renewal thereof
or a substitute or replacement therefore;



 


		(viii)	reference to any applicable law
means such applicable law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time,
including rules and regulations promulgated thereunder and reference to any Section or other provision of any applicable law
means that provision of such applicable law from time to time in effect and constituting the substantive amendment, modification, codification,
replacement or reenactment of such Section or other provision; and



 


		(ix)	reference to any gender includes
each other gender.



 


Section 1.05     References.


 


All section references (including
references to the preamble), unless otherwise indicated, shall be to Sections (and the preamble) in this Agreement.


 


Section 1.06     Calculations.


 


Except as otherwise provided
herein, all interest rate and basis point calculations hereunder will be made on the basis of a 360-day year and the actual days elapsed
in the relevant period and will be carried out to at least three decimal places.


 






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ARTICLE II


 


TRANSFER
OF LOAN ASSETS


 


Section 2.01     Sale,
Transfer and Assignment.


 


(a)           Transfer
from the Seller to the Closing Date Seller on the Closing Date. Subject to and upon the terms and conditions set forth in this Agreement
(including the conditions to purchase set forth in Article III), on the Closing Date (or, in the case of each Closing Date
Participation, the Elevation Date), the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Closing Date
Seller and the Closing Date Seller hereby purchases and takes from the Seller all right, title and interest (whether now owned or hereafter
acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral
Obligation or Delayed Drawdown Collateral Obligation conveyed by the Seller to the Closing Date Seller hereunder which obligations the
Closing Date Seller hereby assumes) in the property identified in clauses (i)-(v) below and all accounts, cash and
currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general
intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions,
proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts)
(collectively, the “Collateral”):


 


(i)            the
Collateral Obligations listed on each Loan List delivered on the Closing Date by the Seller to the Closing Date Seller (as set forth
on Schedule 1) and all monies due, to become due or paid in respect of such Collateral Obligations on and after the Closing Date,
including but not limited to all collections on such Collateral Obligations and other recoveries thereon, in each case as they arise
after the Closing Date;


 


(ii)           all
Liens with respect to the Collateral Obligations referred to in clause (i) above;


 


(iii)          all
Related Contracts with respect to the Collateral Obligations referred to in clause (i) above;


 


(iv)         all
collateral security granted under any Related Contracts; and


 


(v)          all
income and proceeds of the foregoing.


 


(b)           Transfers
from the Closing Date Seller to the Buyer on the Closing Date. Subject to and upon the terms and conditions set forth in this Agreement
(including the conditions to purchase set forth in Article III), on the Closing Date, with respect to the Collateral conveyed
by the Seller to the Closing Date Seller as set forth on Schedule 1, the Closing Date Seller hereby sells, transfers, assigns,
sets over and otherwise conveys to the Buyer, and the Buyer hereby purchases and takes from the Closing Date Seller all right, title
and interest (whether now owned or hereafter acquired or arising and wherever located) of the Closing Date Seller (including all obligations
of the Closing Date Seller as lender to fund any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation conveyed by
the Closing Date Seller to Buyer hereunder which obligations Buyer hereby assumes) in such Collateral.


 


(c)           Closing
Date Participations. It is understood and agreed by the parties hereto that certain of the Collateral Obligations being transferred
hereunder from the Seller to the Buyer are not expected to settle on the Closing Date. Therefore, in order to grant the economic benefits
associated with such Collateral Obligations to the Buyer on the Closing Date, (i) the Seller agrees to sell, transfer, assign, set
over and otherwise convey to the Buyer, without recourse except to the extent specifically provided herein, and the Buyer agrees to purchase
from the Seller and the Warehouse Borrower, a 100% undivided participation interest in Seller’s and the Warehouse Borrower’s
interests in each Collateral Obligation listed on Schedule 1 and identified as a “participation” (each such Collateral
Obligation, a “Closing Date Participation”), which interest shall be understood to include all the Seller’s
and the Warehouse Borrower’s right, title, benefit and interest in and to any interest accruing from and after the Closing Date,
any payments, proceeds or other period distributions to the extent provided in Section 2.05 (the “Income Collections”),
the legal title to which is held by the Seller or the Warehouse Borrower, as applicable, and (ii) the Buyer hereby acquires the
Closing Date Participations and assumes and agrees to perform and comply with all assumed obligations of the Seller or the Warehouse
Borrower, as applicable, with respect thereto. The parties hereby agree to treat the transfer of the Closing Date Participations by the
Seller or the Warehouse Borrower, as applicable, to the Buyer as a sale and purchase on all of their respective relevant books and records.


 






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(d)           From
and after the Closing Date, the Collateral listed on the relevant Loan List shall be deemed to be Collateral hereunder.


 


(e)           On
the Closing Date with respect to the Collateral to be acquired by the Buyer on that date, the Seller shall be deemed to, and hereby does,
certify to the Buyer and to the Collateral Trustee, on behalf of the Secured Parties, as of the Closing Date, that each of the representations
and warranties in Section 4.02 is true and correct in all material respects as of the Closing Date.


 


(f)            Except
as specifically provided in this Agreement, the sale and purchase of Collateral under this Agreement shall be without recourse to the
Seller or the Closing Date Seller; it being understood that the Seller and the Closing Date Seller shall be liable (individually and
not jointly) to the Buyer for all representations and warranties made by the Seller and the Closing Date Seller, respectively, pursuant
to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Seller or the Closing Date
Seller for the credit risk of the Obligors.


 


(g)            In
connection with each Purchase of Collateral from the Closing Date Seller to the Buyer on the Closing Date as contemplated by this Agreement,
the Buyer hereby directs the Closing Date Seller to, and the Closing Date Seller hereby directs the Seller to, and the Seller agrees
that it will, Deliver in accordance with the Indenture, or cause to be Delivered in accordance with the Indenture (on behalf of the Buyer),
to the Custodian (with a copy to the Collateral Trustee), each Collateral Obligation being transferred to the Buyer on the Closing Date
in accordance with the applicable provisions of the Indenture.


 


(h)           The
Seller and/or the Closing Date Seller, as applicable, shall take such action requested by the Buyer, from time to time hereafter, that
may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest and its assigns under the Indenture have
an enforceable and perfected security interest in the Collateral purchased by the Buyer as contemplated by this Agreement.


 


(i)            In
connection with the Purchase by the Buyer of the Collateral as contemplated by this Agreement, with respect to the Collateral Purchased
on the Closing Date in accordance with this Agreement, each of the Seller and the Closing Date Seller, as applicable, agrees that it
will, at its own expense, indicate clearly and unambiguously in its computer files on and after the Closing Date that such Collateral
has been purchased by the Closing Date Seller and/or the Buyer, as applicable, and the Seller agrees that it will indicate clearly and
unambiguously on and after the Closing Date in its financial statements that such Collateral is owned by the Buyer and is not available
to pay creditors of the Seller.


 






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(j)            The
Seller agrees to deliver to the Closing Date Seller and the Buyer on or before the Closing Date a computer file containing a true, complete
and correct Loan List (which shall contain the related Principal Balance, outstanding principal balance, loan number and Obligor name
for each Collateral Obligation) as of the Closing Date. Such file or list shall be marked as Schedule 1 to this Agreement, shall
be delivered to the Closing Date Seller and/or the Buyer, as applicable, as confidential and proprietary, and is hereby incorporated
into and made a part of this Agreement, as such Schedule 1 may be supplemented and amended from time to time.


 


(k)            In
a series of contemporaneous transactions on the Closing Date (i) the Warehouse Borrower shall, subject to the terms of the applicable
credit facility, if any, sell and/or distribute the Collateral Obligations owned by the Warehouse Borrower listed on Schedule 1
to the Seller (with respect to any distribution, in its capacity as sole member of the Warehouse Borrower), (ii) the Seller shall
transfer the Collateral Obligations listed on Schedule 1 to the Closing Date Seller, (iii) the Closing Date Seller shall
transfer the Collateral Obligations listed on Schedule 1 to the Buyer, (iv) as consideration for its acquisition of the Collateral
Obligations listed on Schedule 1 from the Closing Date Seller, the Buyer shall issue to the Closing Date Seller a portion of its
Subordinated Notes and (v) as consideration for its acquisition of the Collateral Obligations listed on Schedule 1 from the
Seller, the Closing Date Seller shall transfer such Subordinated Notes to the Seller’s wholly-owned subsidiary, as directed by
the Seller. The parties hereto intend for the transactions described in this Agreement to occur consistent with that certain no-action
letter from the Securities and Exchange Commission, dated as of September 7, 2018.


 


(l)            For
administrative convenience, (i) Collateral Obligations being transferred from the Seller to the Closing Date Seller and then from
the Closing Date Seller to the Buyer may settle directly from the Seller to the Buyer, (ii) Collateral Obligations being transferred
first from the Warehouse Borrower to the Seller, second from the Seller to the Closing Date Seller, and third from the Closing Date Seller
to the Buyer, may settle directly from the Warehouse Borrower to the Buyer, (iii) Subordinated Notes being issued to the Closing
Date Seller and then being transferred to the Seller’s wholly-owned subsidiary at the direction of the Seller shall settle directly
from the Buyer to such wholly-owned subsidiary of the Seller and (iv) any of the steps or transfers of cash or assets described
in this clause (l) that take place on the same day may be made on a net basis (any amounts owing by one party may be offset by amounts
owed to such party, and vice versa).


 


(m)           It
is the intention of the parties hereto that the conveyance of all right, title and interest in and to the Collateral to the Buyer by
the Closing Date Seller and to the Closing Date Seller by the Seller on the Closing Date as provided in this Section 2.01
is intended and shall, in each and every case, constitute an absolute sale, assignment, conveyance and transfer of ownership of such
Collateral conveying good title, free and clear of any Lien (other than Permitted Liens) and that the Collateral shall not be part of
the Seller’s or the Closing Date Seller’s, as applicable, bankruptcy estate in the event of any bankruptcy or insolvency
proceedings with respect to the Seller or the Closing Date Seller, as applicable. Furthermore, it is not intended that any such conveyance
be deemed a pledge of the Collateral Obligations and the other Collateral to the Closing Date Seller or the Buyer, as applicable, to
secure a debt or other obligation of the Closing Date Seller or the Seller, as applicable.


 






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(n)           If,
however, notwithstanding the intention of the parties set forth in Section 2.01(m), any of the conveyances provided for in
this Section 2.01 by the Seller or the Closing Date Seller, as applicable, are determined to be a transfer to secure indebtedness,
then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9
of the UCC. With respect to the Collateral related to Schedule 1 transferred on the Closing Date hereunder, (A) the Seller
hereby grants to the Closing Date Seller (and the Closing Date Seller hereby assigns to the Buyer) and the Closing Date Seller hereby
grants to the Buyer, as the case may be, a duly perfected, first priority “security interest” within the meaning of Article 9
of the UCC in all of its right, title and interest in and to such Collateral, now existing and hereafter created, to secure the prompt
and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of such Collateral, (B) the
Buyer, as assignee secured party, shall have, in addition to the rights and remedies which it may have under this Agreement, all other
rights and remedies provided to a secured creditor under the UCC and other applicable law with respect thereto, which rights and remedies
shall be cumulative, and (C) the Seller authorizes the Buyer, the Closing Date Seller authorizes the Buyer, and, so long as the
Payment in Full Date has not occurred, each of the Seller and the Closing Date Seller authorize the Collateral Trustee on behalf of the
Secured Parties, to file UCC financing statements and amendments, as necessary, naming the Seller as “debtor”, the Closing
Date Seller as “debtor” or “assignor secured party”, as applicable, the Buyer as “assignor secured party”
or “assignee secured party” and the Collateral Trustee as “assignee secured party,” or similar applicable designations,
describing such Collateral, in each jurisdiction that the Buyer deems necessary in order to protect the security interests in the Collateral
granted under this Section 2.01(n).


 


(o)           The
Seller, the Warehouse Borrower and the Buyer hereby acknowledge and agree that (i) the conveyance of the Closing Date Participations
is being effectuated pursuant to this Agreement instead of an assignment of the Seller’s or the Warehouse Borrower’s, as
applicable, legal interest in and title to each of the Closing Date Participations (the transfer of which to the Buyer will not be effective
until the individual assignments of each Closing Date Participation become effective) because the conditions precedent under the related
Underlying Instruments to the transfer, assignment and conveyance of the Seller’s or the Warehouse Borrower’s, as applicable,
legal interest in and title to the Closing Date Participations may otherwise not be fully satisfied as of the Closing Date and (ii) the
conveyance of the Closing Date Participations hereunder shall have the consequence that the Seller or the Warehouse Borrower, as applicable,
does not have an equitable interest in the Closing Date Participations and the Buyer holds 100% of the equitable interest in the Closing
Date Participations. The Buyer has prepared individual assignments consistent with the requirements of the related Underlying Instruments
and provided them to the Persons required under such Underlying Instruments, which assignments will become effective in accordance with
such Underlying Instruments upon obtaining certain consents thereto or upon the passage of time or both. Upon receipt by the Seller or
the Buyer of the effective assignment of any Closing Date Participation participated pursuant to this Section 2.01, the Warehouse
Borrower, for value received, hereby sells to the Seller, and the Seller hereby purchases from the Warehouse Borrower, and the Seller,
for value received, hereby sells to the Buyer, and the Buyer hereby purchases from the Seller all of the Warehouse Borrower’s or
Seller’s, as applicable, right, title and interest in, to and under such Closing Date Participation.


 






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Section 2.02         Purchase
Price.


 


The purchase price for each
Collateral Obligation sold pursuant to this Master Loan Sale Agreement shall be a dollar amount equal to the fair market value thereof
as determined by the Seller, the Closing Date Seller and/or the Buyer, as applicable, and shall be on terms no less favorable to the
buyer than such buyer would then obtain in a comparable arm’s length transaction with a person that is not an Affiliate (in each
case, the “Purchase Price”).


 


Section 2.03     Payment
of Purchase Price.


 


(a)            The
Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date
pursuant to this Agreement shall be paid by issuance of certain Subordinated Notes by the Buyer to the Closing Date Seller and by subsequent
transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the Seller.


 


(b)           The
Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does
certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained
in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such
day.


 


(c)            Upon
the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing
Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants
and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall
not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as
applicable, in fact to satisfy any such condition precedent, covenant or agreement.


 


(d)           Collateral
Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and
conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition
with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.


 


Section 2.04     Allocation
to Originator.


 


The parties hereto acknowledge
and agree that the Subordinated Notes acquired by the Closing Date Seller from the Buyer hereunder constitutes a portion of an “eligible
horizontal residual interest” under and as defined in the U.S. Risk Retention Rules and such Subordinated Notes are hereby
allocated by the Closing Date Seller to the Seller as an “originator” under and as defined in the U.S. Risk Retention Rules and
is offset by the Closing Date Seller against the Purchase Price owed by the Closing Date Seller to the Seller for the Collateral sold
by the Seller to the Closing Date Seller on the Closing Date.


 






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Section 2.05     Income
Collections on Closing Date Participations.


 


(a)            With
respect to each Closing Date Participation, the Buyer shall acquire all rights to Income Collections that, as of the Closing Date, are
accrued but unpaid with respect to the period from and after the Closing Date.


 


(b)            If
at any time after the Closing Date the Seller receives any Income Collections, the Seller shall deliver such Income Collection promptly
to the Buyer. If at any time after the Closing Date the Seller receives any other payment (including principal, interest (to the extent
relating to the period from and after the Closing Date) or any other amount) with respect to a Closing Date Participation, the Seller
shall deliver such payment promptly to the Buyer, and in the case of any such payment of interest, the Seller shall provide a written
notice to the Buyer at the time of such delivery setting forth calculations and certifying as to the portion of any interest received
that relates to the period from and after the Closing Date.


 


(c)            Without
limiting the foregoing, the Seller and the Warehouse Borrower agrees (on an individual basis and not a joint basis) (i) until the
Elevation of each Closing Date Participation has been completed, to maintain its existing custodial arrangements and bank accounts established
to receive proceeds of such Closing Date Participation and (ii) to remit to the Buyer, promptly (but not more than three Business
Days) after receipt of such payment and identification thereof, each payment received in connection with each Closing Date Participation
to which the Buyer is entitled in accordance with Section 2.01. The Warehouse Borrower acknowledges that from and after the
Closing Date it shall have no equitable or beneficial interest in any payment received by it with respect to any Closing Date Participation
(other than any accrued and unpaid interest with respect to the period of time prior to and excluding the Closing Date). If the Warehouse
Borrower modifies or amends the standing instructions delivered to the Warehouse Borrower’s custodian on the date hereof in connection
with this clause (c), the Warehouse Borrower shall notify the Buyer of such modification or amendment.


 


Section 2.06     Elevation
of the Closing Date Participations.


 


(a)            Subject
to the terms and provisions of the applicable Closing Date Participation and of applicable law, the Seller and the Warehouse Borrower
shall use commercially reasonable efforts to effect an Elevation, as soon as reasonably practicable, with respect to each such Closing
Date Participation and take such action (including the execution and delivery of an assignment agreement) as shall be mutually agreeable
in connection therewith and in accordance with the terms and conditions of each such Closing Date Participation and consistent with the
terms of this Agreement. The Seller and the Warehouse Borrower shall pay any transfer fees and other expenses payable in connection with
an Elevation and the Buyer will reimburse the Seller or the Warehouse Borrower for half of such fees and expenses after receipt of an
invoice therefor from the Seller or the Warehouse Borrower detailing such amounts. The Buyer shall be responsible for any expenses of
administering each Closing Date Participation prior to its Elevation. At Elevation, the Seller and the Warehouse Borrower shall deliver
such assignment and the credit documentation with respect to the related Closing Date Participation in its possession to or as directed
by the Buyer.


 






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(b)            If
the Seller or the Warehouse Borrower has not effected an Elevation of a Collateral Obligation on or before the day that is 90 days from
the Closing Date for whatever reason or if at any time prior thereto the Seller or the Warehouse Borrower is dissolved prior to effecting
an Elevation, the Seller or the Warehouse Borrower and the Buyer agree that the Participation Interests in each of the Closing Date Participations
shall elevate automatically and immediately to an assignment and all of the Seller’s or the Warehouse Borrower’s rights,
title, interests and ownership of such Closing Date Participations shall vest in Buyer. The Seller and the Warehouse Borrower shall be
deemed to have consented and agreed to Elevation for each of the Closing Date Participations upon the execution of this Agreement. The
Seller and the Warehouse Borrower agrees that, following any such date, the Buyer shall be permitted to take any and all action necessary
to effectuate an Elevation and/or finalize an assignment of any of the Closing Date Participations, and in furtherance of the foregoing,
effective immediately upon such date, the Seller and the Warehouse Borrower hereby makes, constitutes and appoints the Buyer, with full
power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead,
to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Buyer reasonably deems
appropriate or necessary in connection with any Elevation or finalization of an assignment of any of the Closing Date Participations.
In addition, the Seller and the Warehouse Borrower, effective as of the date hereof, hereby makes, constitutes and appoints the Buyer,
with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place
and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Buyer reasonably
deems appropriate or necessary to direct the obligor or agent bank with respect to any Closing Date Participations to deposit Income
Collections directly into an account chosen by the Buyer. The foregoing powers of attorney are hereby declared to be irrevocable and
a power coupled with an interest, and shall survive and not be affected by the bankruptcy or insolvency or dissolution of the Seller
or the Warehouse Borrower.


 


Section 2.07     Limitation
on Sales to Seller and Affiliates.


 


At any time after the Closing
Date, the Buyer may sell any Collateral Obligation to the Seller or any affiliate thereof; provided that such transaction is conducted
in an arm’s length transaction in the ordinary course of business and the value of any such transferred Collateral Obligation shall
be the mid-point between the “bid” and “ask” prices provided by a nationally recognized independent pricing service
or, if unavailable or determined by the Collateral Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably
determined by the Collateral Manager, and such Affiliate shall acquire such Collateral Obligation for a price equal to the value so determined;
provided further that an aggregate amount of Collateral Obligations not exceeding 20% of the Net Purchased Loan Balance may be
sold or otherwise transferred to the Seller or an affiliate of the Seller that is not a bankruptcy remote special purpose entity.


 


ARTICLE III


 


CONDITIONS
PRECEDENT


 


Section 3.01     Conditions
Precedent


 


This Agreement is subject
to the conditions precedent that on or prior to the Closing Date each of the conditions precedent to the execution, delivery and effectiveness
of each other Transaction Document (other than a condition precedent in any such other Transaction Document relating to the effectiveness
of this Agreement) shall have been fulfilled, and:


 


(a)            Counterparts
of this Agreement shall have been executed and delivered by or on behalf of the Seller, the Closing Date Seller, the Warehouse Borrower
and the Buyer; and


 






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(b)            The
Seller shall have delivered to the Buyer filed UCC-1 financing statements as required by Section 2.01(n) describing
the applicable Collateral and meeting the requirements of the laws of each jurisdiction in which it is necessary or reasonably desirable,
or in which the Seller is required by applicable law, and in such manner as is necessary or reasonably desirable, to perfect the back-up
security interest granted under Section 2.01(n).


 


Section 3.02         Conditions
Precedent to all Purchases.


 


(a)           The
obligation of the Closing Date Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral
from the Closing Date Seller on the Closing Date shall be subject to the satisfaction of the following conditions precedent that:


 


(i)            all
representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the
Closing Date Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material
respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier date); and


 


(ii)            the
Seller shall have delivered to the Closing Date Seller and the Buyer a duly completed Loan List that is true, accurate and complete in
all respects as of the Closing Date, which list is made a part of this Agreement.


 


Section 3.03         Release
of Excluded Amounts.


 


The parties acknowledge and
agree that each of the Closing Date Seller and the Buyer has no interest in the Excluded Amounts. Promptly upon the receipt by or release
to the Closing Date Seller or the Buyer, as applicable, of any Excluded Amounts, each of the Closing Date Seller and the Buyer hereby
irrevocably agrees to deliver and release to (or as directed by) the Seller such Excluded Amounts, which release shall be automatic and
shall require no further act by the Closing Date Seller or the Buyer, as applicable; provided that each of the Closing Date Seller
and the Buyer respectively agrees that it will execute and deliver such instruments of release and assignment or other documents, or
otherwise confirm the foregoing release of such Excluded Amounts, as may be reasonably requested by the Seller in writing.


 


ARTICLE IV


 


REPRESENTATIONS
AND WARRANTIES


 


Section 4.01     Representations
and Warranties Regarding the Seller.


 


The Seller makes the following
representations and warranties, on which each of the Closing Date Seller and the Buyer relies in acquiring the Collateral purchased hereunder
and each of the Secured Parties relies upon in entering into the Indenture or purchasing the Notes. As of the Closing Date (unless a
specific date is specified below), the Seller represents and warrants to the Closing Date Seller and the Buyer for the benefit of the
Closing Date Seller and the Buyer and each of their successors and assigns that:


 


(a)            Organization
and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of
its jurisdiction of incorporation, with all requisite corporate power and authority to own or lease its properties and to conduct its
business as such business is presently conducted, and had at all relevant times, and now has, all necessary power, authority and legal
right to acquire and own each Collateral Obligation and to sell or contribute such Collateral Obligation to the Closing Date Seller hereunder.


 






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(b)            Due
Qualification. The Seller is duly qualified to do business and has obtained all necessary licenses and approvals, in all jurisdictions
in which the ownership or lease of its property or the conduct of its business requires such qualification, licenses and/or approvals
as required in each jurisdiction in which the failure to be so qualified or obtain such license or approval, is likely to have a Material
Adverse Effect.


 


(c)            Power
and Authority; Due Authorization; Execution and Delivery. The Seller (i) has all necessary corporate power, authority and legal
right to (a) execute and deliver this Agreement and (b) carry out the terms of this Agreement and (ii) has duly authorized
by all necessary corporate action the execution, delivery and performance of this Agreement and the sale and assignment of an ownership
interest in each Collateral Obligation on the terms and conditions herein provided. This Agreement has been duly executed and delivered
by the Seller.


 


(d)            Valid
Conveyance; Binding Obligations. This Agreement will be duly executed and delivered by the Seller, and this Agreement, other than
for accounting and tax purposes, shall effect valid sales of each Collateral Obligation, enforceable against the Seller and creditors
of and purchasers from the Seller, and this Agreement shall constitute legal, valid and binding obligations of the Seller enforceable
against the Seller in accordance with their respective terms, except as enforceability may be limited by the Bankruptcy Code and all
other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension
of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally and general principles
of equity (whether such enforceability is considered in a suit at law or in equity).


 


(e)            No
Violation. The execution, delivery and performance of this Agreement and all other agreements and instruments executed and delivered
or to be executed and delivered by the Seller pursuant hereto or thereto in connection with the sale of any Collateral Obligation will
not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse
of time or both) a default under, the Seller’s organizational documentation or any contractual obligation of the Seller, (ii) result
in the creation or imposition of any Lien (other than Permitted Liens) upon any of the Seller’s properties pursuant to the terms
of any such contractual obligation, other than this Agreement, or (iii) violate any applicable law in any material respect.


 






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(f)            No
Proceedings. There is no litigation, proceeding or investigation pending or, to the knowledge of the Seller, threatened against the
Seller, before any Authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any
of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that could reasonably be expected
to have a Material Adverse Effect.


 


(g)           All
Consents Required. All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Authority (if
any) required for the due execution, delivery, performance, validity or enforceability of this Agreement to which the Seller is a party
have been obtained.


 


(h)           State
of Organization, Etc. The Seller will not change its name, identity or corporate structure or relocate its chief executive office
or the location of the Seller’s records regarding the Collateral Obligations (other than those delivered to the Custodian) except
after advance notice to the Closing Date Seller and the Buyer and the delivery to the Closing Date Seller and the Buyer of all financing
statements, instruments and other documents reasonably requested by the Closing Date Seller or the Buyer.


 


(i)            Solvency.
The Seller is not the subject of any bankruptcy proceedings. The Seller is solvent and will not become insolvent after giving effect
to the transactions contemplated by this Agreement and the other Transaction Documents. The Seller, after giving effect to the transactions
contemplated by this Agreement and the other Transaction Documents, will have an adequate amount of capital to conduct its business.


 


(j)            Compliance
with Laws. The Seller has complied in all material respects with all applicable law to which it may be subject.


 


(k)           Taxes.
The Seller has filed or caused to be filed all tax returns that are required to be filed by it (subject to any extensions to file properly
obtained by the same). The Seller has paid or made adequate provisions for the payment of all Taxes and all assessments made against
it or any of its property (other than any amount of Tax the validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Seller), and no tax lien
has been filed and, to the Seller’s knowledge, no claim is being asserted, with respect to any such Tax, assessment or other charge.


 


(l)            Exchange
Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or in the other Transaction Documents
(including, without limitation, the use of the proceeds from the sale of any Collateral Obligation) will violate or result in a violation
of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and
X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Seller does not own or intend to carry or purchase,
and no proceeds from the sale of the Collateral Obligations will be used to carry or purchase, any Margin Stock or to extend “purpose
credit” within the meaning of Regulation U.


 






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(m)           No
Liens, Etc. Each Collateral Obligation or participation interest therein to be acquired by the Closing Date Seller or the Buyer,
as applicable, hereunder is owned by the Seller free and clear of any Lien, security interest, charge or encumbrance (subject only to
Permitted Liens), and the Seller has the full right, corporate power and lawful authority to sell the same and interests therein and,
upon the sale thereof hereunder, the Buyer will have acquired good and marketable title to and a valid and perfected ownership interest
in such Collateral Obligation or participation interests therein, free and clear of any Lien, security interest, charge or encumbrance
(subject only to Permitted Liens).


 


(n)            Information
True and Correct. All written information (other than projections, other forward-looking information, information of a general economic
or general industry nature and pro forma financial information) heretofore (as of each date when this representation and warranty is
made) furnished by or on behalf of the Seller to the Closing Date Seller or the Buyer, as applicable, or any assignee thereof in connection
with this Agreement or any transaction contemplated hereby is true and accurate in all material respects (to the best knowledge of the
Seller, in the case of information obtained by the Seller from Obligors or other unaffiliated third parties), and, taken as a whole,
contained as of the date of delivery thereof no untrue statement of a material fact (to the best knowledge of the Seller, in the case
of information obtained by the Seller from Obligors or other unaffiliated third parties) and did not omit to state a material fact necessary
in order to make the statements contained herein or therein not misleading in light of the circumstances under which such information
was furnished (to the best knowledge of the Seller, in the case of information obtained by the Seller from Obligors or other unaffiliated
third parties) as of the date such information was furnished. The projections and pro forma financial information contained in the materials
referenced above are based upon good faith estimates and assumptions believed by management of the Seller to be reasonable at the time
made, it being recognized by the Closing Date Seller and the Buyer that such projections and pro forma financial information as it relates
to future events are not to be viewed as fact and that actual results during the period or periods covered by such projections and pro
forma financial information may differ from the projected and pro forma results set forth therein by a material amount.


 


(o)           Intent
of the Seller. The Seller has not sold, contributed, transferred, assigned or otherwise conveyed any interest in any Collateral Obligation
or participation interest therein to the Closing Date Seller or the Buyer, as applicable, with any intent to hinder, delay or defraud
any of the Seller’s creditors.


 


(p)           Value
Given. The Seller has received reasonably equivalent value from the Closing Date Seller or the Buyer, as applicable, in exchange
for the sale of such Collateral Obligations sold hereunder. No such sale has been made for or on account of an antecedent debt owed by
the Seller and no such transfer is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.


 


Section 4.02     Representations
and Warranties of the Seller Relating to the Agreement and the Collateral.


 


The Seller makes the following
representations and warranties, on which each of the Closing Date Seller and the Buyer relies in acquiring each Collateral Obligation
purchased hereunder and each of the Secured Parties relies upon in entering into the Indenture or purchasing the Notes. As of the Closing
Date, the Seller represents and warrants to the Closing Date Seller and the Buyer, as applicable, for the benefit of the Closing Date
Seller and the Buyer and each of their successors and assigns that:


 


(a)            Valid
Transfer and Security Interest. This Agreement constitutes a valid transfer to the Closing Date Seller or Buyer, as applicable, of
all right, title and interest in, to and under each Collateral Obligation, free and clear of any Lien of any Person claiming through
or under the Seller or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this Agreement are determined to
be a transfer for security, then this Agreement constitutes a grant of a security interest in each Collateral Obligation to the Closing
Date Seller or Buyer, as applicable, which upon the delivery of the Collateral Obligation, in accordance with the definition of “Deliver”
under the Indenture, to the Closing Date Seller or Buyer, as applicable (or to the Custodian on behalf of the Collateral Trustee, for
the benefit of the Secured Parties) and the filing of the financing statements shall be a first priority perfected security interest
in each such Collateral Obligation, subject only to Permitted Liens.


 






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(b)           Eligibility
of Sale Portfolio. (i) Schedule 1 is an accurate and complete listing of each Collateral Obligation transferred to the
Closing Date Seller as of the Closing Date and the information contained therein with respect to the identity of such Collateral Obligations
and the amounts owing thereunder is true and correct as of the Closing Date and (ii) with respect to each Collateral Obligation,
all consents, licenses, approvals or authorizations of or registrations or declarations of any governmental authority or any Person required
to be obtained, effected or given by the Seller in connection with the transfer of an ownership interest or security interest in each
Collateral Obligation to the Closing Date Seller or the Buyer, as applicable, have been duly obtained, effected or given and are in full
force and effect.


 


It is understood and agreed
that the representations and warranties provided in this Section 4.02 shall survive (x) the sale of the Collateral Obligations
to the Closing Date Seller or the Buyer, as applicable, (y) the grant of a first priority perfected security interest in, to and
under each Collateral Obligation pursuant to the Indenture by the Buyer and (z) the termination of this Agreement and the Indenture.
Upon discovery by the Seller, the Closing Date Seller or the Buyer of a breach of any of the foregoing representations and warranties,
the party discovering such breach shall give prompt written notice thereof to the other and to the Collateral Trustee immediately upon
obtaining knowledge of such breach.


 


Section 4.03     Representations
and Warranties Regarding the Closing Date Seller.


 


As of the Closing Date, the
Closing Date Seller represents and warrants to the Buyer for the benefit of the Buyer and its successors and assigns that:


 


(a)            Due
Organization. The Closing Date Seller is a limited liability company duly formed and validly existing under the laws of the State
of Delaware, with full power and authority to own and operate its assets and properties, conduct the business in which it is now engaged
and to execute and deliver and perform its obligations under this Agreement.


 


(b)            Due
Qualification and Good Standing. The Closing Date Seller is in good standing in the State of Delaware. The Closing Date Seller is
duly qualified to do business and, to the extent applicable, is in good standing and has obtained all material governmental licenses
and approvals as required in Delaware and each other jurisdiction in which the failure to be so qualified, maintain good standing or
obtain such license or approval, is likely to have a Material Adverse Effect.


 






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(c)            Due
Authorization; Execution and Delivery; Legal, Value and Binding; Enforceability; Valid Sale. The execution and delivery by the Closing
Date Seller of, and the performance of its obligations under this Agreement and the other instruments, certificates and agreements contemplated
hereby are within its powers and have been duly authorized by all requisite action by it and have been duly executed and delivered by
it and constitute its legal, valid and binding obligations enforceable against it in accordance with its terms, subject, as to enforcement,
(A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such
laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Closing Date Seller and
(B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity).
This Agreement shall effect a valid sale, transfer and assignment of the Closing Date Seller to the Buyer of its right, title and interest
in the Collateral Obligations sold by the Closing Date Seller to the Buyer on the Closing Date as set forth herein, enforceable against
the Closing Date Seller, its creditors and purchasers from the Closing Date Seller, subject, as to enforcement, (A) to the effect
of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in
the event of any bankruptcy, receivership, insolvency or similar event applicable to the Closing Date Seller and (B) to general
equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity).


 


(d)           Non-Contravention.
The execution and delivery by the Closing Date Seller of this Agreement, the consummation of the transactions herein contemplated, or
performance and compliance by it with the terms, conditions and provisions hereof, will not (i) contravene in any material respect
the terms of the certificate of formation of the Closing Date Seller or its limited liability company operating agreement, or any amendment
of either thereof, (ii) (A) contravene in any material respect any applicable law, (B) conflict in any material respect,
with or result in any breach of, any of the terms and provisions of, or constitute a default under, any indenture, loan, agreement, mortgage,
deed of trust or other contractual restriction binding on or affecting it or any of its assets, or (C) contravene in any material
respect any order, writ, injunction or decree binding on or affecting it or any of its assets or properties or (iii) result in a
breach or violation of, or constitute a default under, any contractual obligation or any agreement or document to which it is a party
or by which it or any of its assets are bound (or to which any such obligation, agreement or document relates), in each case under this
clause (d) which would have a Material Adverse Effect.


 


(e)            Governmental
Authorizations; Governmental Filings. The Closing Date Seller has obtained, maintained and kept in full force and effect all Governmental
Authorizations which are necessary for the execution and delivery by it of this Agreement and the performance by it of its obligations
under this Agreement, and no Governmental Authorization or Governmental Filing which has not been obtained or made is required to be
obtained or made by it in connection with the execution and delivery by it of this Agreement or the performance of its obligations under
this Agreement.


 


(f)            Solvency.
The Closing Date Seller, after giving effect to the conveyance by the Closing Date Seller of Collateral Obligations hereunder to the
Buyer on the Closing Date and after giving effect to the transactions contemplated hereunder and under the other Transaction Documents
on such date, is solvent on and as of the Closing Date.


 






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(g)           Investment
Company Status. The Closing Date Seller is not required to be registered as an “investment company” within the meaning
of the Investment Company Act.


 


(h)           Sale
Treatment. The Closing Date has treated the transfer of Collateral Obligations by the Closing Date Seller to the Buyer hereunder
on the Closing Date for all purposes as a sale by the Closing Date Seller and purchase by the Buyer on all of its relevant books and
records (other than for tax and accounting purposes).


 


(i)            Value
Given. The cash payments, if any, received by the Closing Date Seller, and the Subordinated Notes issued by the Buyer to the Closing
Date Seller in respect of the Purchase Price of the Collateral Obligations sold hereunder by the Closing Date Seller to the Buyer on
the Closing Date constitute reasonably equivalent value in consideration for the transfer by the Closing Date Seller to the Buyer of
such Collateral Obligations under this Agreement, such transfer was not made for or on account of an antecedent debt owed by the Closing
Date Seller to the Buyer and such transfer was not and is not voidable or subject to avoidance under any applicable bankruptcy laws.


 


(j)            Lack
of Intent to Hinder, Delay or Defraud. The Closing Date Seller has not sold any interest in any Collateral Obligations conveyed by
the Closing Date Seller to the Buyer on the Closing Date hereunder with any intent to hinder, delay or defraud its creditors.


 


(k)            No
Proceedings. There is no action, suit or proceeding pending against or, to the actual knowledge of an Authorized Officer of the Closing
Date Seller, after due inquiry, threatened against or adversely affecting (i) the Closing Date Seller or (ii) the transactions
contemplated by this Agreement, before any court, arbitrator or any governmental body, agency or official, in each case, which has had
or would reasonably be expected to have a Material Adverse Effect.


 


The representations and warranties
set forth in this Section 4.03 shall survive the sale, transfer and assignment of the Collateral Obligations by the Closing
Date Seller to the Buyer on the Closing Date.


 


Section 4.04     Representations
and Warranties of the Closing Date Seller Relating to the Agreement and the Collateral.


 


The Closing Date Seller hereby
represents and warrants to the Buyer, as of the Closing Date that:


 


(a)            Valid
Transfer. This Agreement constitutes a valid transfer to the Buyer of all right, title and interest of the Closing Date Seller in,
to and under all of the Collateral transferred by the Closing Date Seller to the Buyer on the Closing Date, free and clear of any Lien
of any Person claiming through or under the Closing Date Seller or any of its Affiliates, except for Permitted Liens.


 






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(b)           No
Fraud. Each Collateral Obligation sold by the Closing Date Seller to the Buyer on the Closing Date hereunder, to the best of the
Closing Date Seller’s knowledge, was originated without any fraud or material misrepresentation by the Seller or on the part of
the Obligor.


 


(c)           Ordinary
Course of Business. Any sale of Collateral Obligations by the Closing Date Seller to the Buyer on the Closing Date pursuant to this
Agreement is in the ordinary course of business and financial affairs of the Closing Date Seller. Each remittance of collections on such
Collateral Obligations by the Closing Date Seller to the Buyer as transferee under this Agreement, will have been made in the ordinary
course of business or financial affairs of the Closing Date Seller and the Buyer.


 


Section 4.05     Representations
and Warranties Regarding the Buyer.


 


By its execution of this
Agreement, the Buyer represents and warrants to the Closing Date Seller and the Seller that:


 


(a)            Due
Organization. The Buyer is a limited liability company duly formed and validly existing under the laws of the State of Delaware,
with full power and authority to own and operate its assets and properties, conduct the business in which it is now engaged and to execute
and deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party.


 


(b)            Due
Qualification and Good Standing. The Buyer is in good standing under the laws of the State of Delaware. The Buyer is duly qualified
to do business and, to the extent applicable, is in good standing and has obtained or will obtain all material governmental licenses
and approval in Delaware and in each other jurisdiction in which the nature of its business, assets and properties, including the performance
of its obligations under this Agreement and the other Transaction Documents to which it is a party requires such qualification, except
where the failure to be so qualified, maintain good standing or obtain such license or approval would not reasonably be expected to have
a Material Adverse Effect.


 


(c)            Due
Authorization; Execution and Delivery; Legal, Valid and Binding; Enforceability. The execution and delivery by the Buyer of, and
the performance of its obligations under this Agreement, the other Transaction Documents to which it is a party and the other instruments,
certificates and agreements contemplated hereby or thereby are within its powers and have been duly authorized by all requisite action
by it and have been duly executed and delivered by it and constitute its legal, valid and binding obligations enforceable against it
in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


 


(d)           Non-Contravention.
None of the execution and delivery by the Buyer of this Agreement or the other Transaction Documents to which it is a party, the consummation
of the transactions herein or therein contemplated, or performance and compliance by it with the terms, conditions and provisions hereof
or thereof, will (i) contravene in any material respect or result in any breach of, any of the terms and provisions of, its articles
of incorporation and memorandum of association, (ii) conflict with or contravene (A) any applicable law, (B) any indenture,
agreement or other contractual restriction binding on or affecting it or any of its assets, including any Related Contract, or (C) any
order, writ, judgment, award, injunction or decree binding on or affecting it or any of its assets or properties or (iii) result
in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for
any requirement of the giving of notice or the passage of time (or both) would constitute such a conflict with, breach or violation of,
or default under, or permit any such acceleration in, any contractual obligation or any agreement or document to which it is a party
or by which it or any of its assets are bound (or to which any such obligation, agreement or document relates), in each case under this
clause (d) which would have a Material Adverse Effect.


 






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(e)            Governmental
Authorizations; Private Authorizations; Governmental Filings. No order, consent, approval, license, authorization, or validation
of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof,
is required to authorize, or is required in connection with the execution, delivery and performance of any Transaction Documents to which
the Buyer is a party or the consummation of any of the transactions contemplated thereby other than those that have already been duly
made or obtained and remain in full force and effect or those recordings and filings in connection with the Liens granted to the Collateral
Trustee under the Transaction Documents, except for any order, consent, approval, license, authorization, or validation of, or filing,
recording or registration with, or exemption, that, if not obtained, would not, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 


(f)            Place
of Business; No Changes. The Buyer’s location (within the meaning of Article 9 of the UCC) is the State of Delaware. The
Buyer has not changed its name nor its location, within the four months preceding the Closing Date.


 


(g)           Sale
Treatment. Other than for accounting and tax purposes, the Buyer has treated the transfer of Collateral Obligations hereunder to
the Buyer for all purposes as a sale by the Seller or the Closing Date Seller, as applicable, and purchase by the Buyer on all of its
relevant books and records and other applicable documents.


 


ARTICLE V


 


MISCELLANEOUS


 


Section 5.01     Amendments
and Waivers.


 


(a)            This
Agreement may be amended or waived from time to time by the parties hereto by written agreement, with prior written notice to the Collateral
Trustee; provided that no such amendment or waiver shall reduce the amount of, or delay the timing of, any amounts received on
Collateral Obligations which are required to be distributed with respect to any Class of Debt without the consent of the Holders
of each Class materially and adversely affected thereby, or change the rights or obligations of any other party hereto without the
consent of such party. Failure to object within ten Business Days of notice being given of any proposed amendment shall constitute consent
for all purposes hereunder. Notwithstanding the foregoing, the Loan Lists may be amended and modified by the Seller at any time in accordance
with this Agreement by providing updated Loan Lists to the Buyer and the Collateral Trustee.


 






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(b)            Prior
to the execution of any such amendment or waiver, the Buyer shall furnish to the Collateral Trustee (and the Collateral Trustee shall
furnish to the Rating Agency and each Holder) written notification of the substance of such proposed amendment or waiver, together with
a copy thereof.


 


(c)            Promptly
after the execution of any such amendment or waiver, the Buyer shall furnish (or cause the Collateral Trustee to furnish) a copy of such
amendment or waiver to the Rating Agency and to each Holder. It shall not be necessary for the consent of any Holders pursuant to Section 5.01(a) to
approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance
thereof.


 


(d)            Prior
to the execution of any amendment to this Agreement, the Buyer and the Collateral Trustee shall be entitled to receive and rely upon
an Opinion of Counsel (which Opinion of Counsel may rely upon one or more certificates from an Authorized Officer of the Seller, the
Closing Date Seller, the Buyer and/or the Collateral Manager with respect to factual matters and of the Buyer and/or the Collateral Manager
with respect to the effect of any such amendment or waiver on the economic interests of the Buyer or the Holders) stating that the execution
of such amendment is authorized or permitted by this Agreement.


 


Section 5.02     Notices,
Etc.


 


All demands, notices and
other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication and
communication by e-mail in portable document format (.pdf)) and faxed, e-mailed or delivered, to each party hereto, at its address set
forth below or at such other address as shall be designated by such party in a written notice to the other parties hereto, and to the
Collateral Trustee or the Rating Agency, at its address set forth in the Indenture or at such other address as shall be designated by
such Person in a written notice to the other parties hereto. Notices and communications by facsimile and e-mail shall be effective when
sent (and shall be followed by hard copy sent by regular mail), and notices and communications sent by other means shall be effective
when received. Notices and other communications relating to this Agreement to be delivered by the Buyer (or the Collateral Trustee on
its behalf) to any Holder shall be delivered as provided in the Indenture.


 


The address for the Seller
is the following:


 


Golub Capital BDC 3, Inc.


200 Park Avenue, 25th Floor

New York, New York 10166


 


The address for the Closing
Date Seller is the following:


 


GC Advisors LLC

200 Park Avenue, 25th Floor

New York, New York 10166


 






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The address for the Buyer
is the following:


 


Golub Capital BDC 3 CLO 2 LLC,


c/o Golub Capital BDC 3, Inc.


200 Park Avenue, 25th Floor

New York, New York 10166


 


with a copy to:


 


GC Advisors LLC

200 Park Avenue, 25th Floor

New York, New York 10166


 


Section 5.03     Severability
of Provisions.


 


If any one or more of the
covenants, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, provisions or
terms shall be deemed severable from the remaining covenants, provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement.


 


Section 5.04     GOVERNING
LAW; JURY WAIVER.


 


THIS AGREEMENT SHALL, IN
ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREUNDER.


 


Section 5.05     Electronic
Signatures; Counterparts.


 


This Agreement shall be valid,
binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an
original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature
permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions
Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature
Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature,
shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party
hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual
signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity
or authenticity thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures
shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended
character of the writings.


 






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Section 5.06     Bankruptcy
Non-Petition and Limited Recourse; Claims.


 


Each of the parties hereto
hereby agrees that it will not institute against, or join any other Person in instituting against, the other party hereto any bankruptcy
proceeding so long as there shall not have elapsed one year and one day (or such longer preference period as shall then be in effect
and one day) after payment in full of all the Debt. In addition, none of the parties hereto shall have any recourse for any amounts payable
or any other obligations arising under this Agreement against any officer, member, manager, director, employee, partner, Affiliate or
security holder of the other party or any of its successors or assigns. The terms of Section 5.06 shall survive termination of this
Agreement.


 


Section 5.07     Binding
Effect; Assignability.


 


This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No third party (other than
the Collateral Trustee and the other Secured Parties) shall be third-party beneficiaries of this Agreement.


 


Section 5.08     Headings
and Exhibits.


 


The headings herein are for
purposes of references only and shall not otherwise affect the meaning or interpretation of any provision hereof. The schedules and exhibits
attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes.


 


[Remainder of Page Intentionally Left
Blank.]


 






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


 


	 	GOLUB CAPITAL BDC
    3, INC.,
 as the Seller
	 	 
	 	By:	/s/ Christopher C. Ericson
	 	 	Name:	Christopher C. Ericson
	 	 	Title:	Chief Financial Officer



 






    


     


    

 


	 	GC ADVISORS LLC,

    as the Closing Date Seller
	 	 
	 	By:	/s/ Joshua M. Levinson
	 	 	Name:	Joshua M. Levinson
	 	 	Title:	Co-General Counsel & Chief Compliance Officer



 






    


     


    

 


	 	GOLUB CAPITAL BDC
    3 CLO 2 LLC,
 as the Buyer
	 	 
	 	By:	Golub Capital BDC 3, Inc., its designated manager
	 	 
	 	By:	/s/ Christopher C. Ericson
	 	 	Name:	Christopher C. Ericson
	 	 	Title:	Chief Financial Officer



 






    


     


    

 


	 	GBDC
    3 FUNDING LLC, 
 as Warehouse Borrower
	 	 
	 	By:	Golub Capital BDC 3, Inc., its designated manager
	 	 
	 	By:	/s/ Christopher C. Ericson
	 	 	Name:	Christopher C. Ericson
	 	 	Title:	Chief Financial Officer




 






    


     


    

 


Schedule 1


 


Collateral Obligations


 


Loan List