Exhibit 10.1


 


EXECUTION VERSION


 


SECOND
AMENDMENT TO Loan and Servicing Agreement (this “Amendment”), dated as of September 6, 2019 (the “Amendment
Date”), among Golub Capital BDC Funding II LLC, as borrower (the “Borrower”), Golub Capital BDC, Inc.,
as servicer (in such capacity, the “Servicer”) and as the originator (in such capacity, the “Originator”),
Morgan Stanley Senior Funding, Inc., as administrative agent (the “Administrative Agent”), and Morgan Stanley
Bank, N.A., as lender (the “Lender”).


 


WHEREAS, the Borrower,
the Servicer, the Originator, the Administrative Agent and the Lender, are party to that certain Loan and Servicing Agreement,
dated as of February 1, 2019 (as the same may be amended, modified or supplemented prior to the Amendment Date in accordance with
the terms thereof, the “Loan and Servicing Agreement”), by and among the Borrower, the Servicer, the Originator,
the Administrative Agent, each of the Lenders from time to time party thereto, each of the Securitization Subsidiaries from time
to time party thereto and Wells Fargo Bank, National Association, as the collateral agent, the account bank and the collateral
custodian, providing, among other things, for the making and the administration of the Advances by the Lenders to the Borrower;
and


 


WHEREAS, the Borrower,
the Lender, the Administrative Agent and the Servicer desire to amend certain provisions of the Loan and Servicing Agreement, in
accordance with Section 12.01 thereof 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.          Terms
used but not defined herein have the respective meanings given to such terms in the Loan and Servicing Agreement.


 


ARTICLE
II


 


Amendments to Loan and Servicing Agreement


 


SECTION 2.1.          As
of the Amendment Date, the Loan and Servicing 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 and Servicing Agreement attached as Appendix
A hereto.


 




     


     


    

 


ARTICLE III


 


Representations and
Warranties


 


SECTION 3.1.          The
Borrower and the Servicer hereby represent and warrant to the Administrative Agent and the Lenders that, as of the Amendment Date,
(i) no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing and (ii) the representations
and warranties of the Borrower and the Servicer contained in the Loan and Servicing Agreement are true and correct in all material
respects on and as of such day.


 


ARTICLE
IV


 


Conditions Precedent


 


SECTION 4.1.          This
Amendment shall become effective upon satisfaction of each of the following conditions:


 


(a)          its
execution and delivery by each party hereto;


 


(b)         the
Administrative Agent’s receipt of a legal opinion of counsel for the Borrower, in form and substance reasonably satisfactory
to the Administrative Agent covering such matters as the Administrative Agent may reasonably request;


 


(c)          the
Administrative Agent’s receipt of a good standing certificate for the Borrower issued by the applicable office body of its
jurisdiction of organization and a certified copy of the resolutions of the Borrower approving this Amendment and the transactions
contemplated hereby, certified by its secretary or assistant secretary or other authorized officer; and


 


(d)          the
payment by the Borrower in immediately available funds (which may be from the proceeds of an Advance made on the Amendment Date)
of an Upfront Fee (as defined in the Lender Fee Letter) and any other fees (including reasonable and documented fees, disbursements
and other charges of outside counsel to the Administrative Agent) to be received on the Amendment 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 WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW).


 




    	 	2	 



     


    

 


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 hereby, the
Loan and Servicing Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Amendment shall form a part of the Loan and Servicing Agreement for all
purposes.


 


SECTION
5.4.          Counterparts. 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 email transmission shall be effective as delivery of a manually executed
counterpart hereof.


 


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 hereto have caused this Amendment to be duly executed as of the Amendment Date.


 


	 	BORROWER:
	 	 
	 	GOLUB CAPITAL BDC FUNDING II LLC
	 	 	 
	 	By:	Golub Capital BDC, Inc.
	 	its Designated Manager
	 	 	 
	 	By: 	/s/ Ross A. Teune
	 	 	Name:  Ross A. Teune 
	 	 	Title:  Chief Financial Officer 


 


[Signature Page to Second Amendment to Loan
and Servicing Agreement]


 




     


     


    

 


	 	SERVICER:
	 	 
	 	GOLUB CAPITAL BDC, INC.
	 	 	 
	 	By:	/s/ Ross A. Teune
	 	 	Name:  Ross A. Teune 
	 	 	Title:  Chief Financial Officer 


 


[Signature Page to Second Amendment to Loan
and Servicing Agreement]


 




     


     


    

 


	 	ORIGINATOR:
	 	 
	 	GOLUB CAPITAL BDC, INC.
	 	 	 
	 	By:	/s/ Ross A. Teune
	 	 	Name:  Ross A. Teune 
	 	 	Title:  Chief Financial Officer 


 


[Signature Page to Second Amendment to Loan
and Servicing Agreement]


  




     


     


    

 


	 	ADMINISTRATIVE AGENT:
	 	 
	 	MORGAN STANLEY SENIOR FUNDING, INC.
	 	 	 
	 	By: 	/s/ Matthieu Milgrom
	 	 	Name:  Matthieu Milgrom  
	 	 	Title:  Authorized Signatory 
	 	 	 
	 	LENDER:
	 	 
	 	MORGAN STANLEY BANK, N.A.
	 	 	 
	 	By:	/s/ Litta Dobreva
	 	 	Name:  Litta Dobreva
	 	 	Title:  Authorized Signatory 


 


[Signature Page to Second Amendment to Loan
and Servicing Agreement]


 




     


     


    

 


Appendix A


 


(See Attached)


 








     


     


    

 


(Conformed through Amendment No. 12)




 





 



 


Up to U.S. $200,000,000300,000,000


 


LOAN AND SERVICING AGREEMENT


 


Dated as of February 1, 2019


 


among


 


GOLUB
CAPITAL BDC FUNDING II LLC,

as the Borrower


 


GOLUB
CAPITAL BDC, INC.,

as the Originator and as the Servicer


 


MORGAN STANLEY SENIOR FUNDING, INC.,

as the Administrative Agent


 


EACH OF THE LENDERS FROM TIME TO TIME PARTY
HERETO,

as the Lenders


 


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


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as the Collateral Agent, Account Bank and Collateral Custodian


 





 



 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	 	ARTICLE I	 
	 	 	 
	 	DEFINITIONS	 
	 	 	 
	Section 1.01	Certain Defined Terms	2
	Section 1.02	Other Terms	53
	Section 1.03	Computation of Time Periods	53
	Section 1.04	Interpretation	53
	Section 1.05	Currency Conversion	55
	Section 1.06	Computation of Covenants	55
	 	 	 
	 	ARTICLE II	 
	 	 	 
	 	THE FACILITY	 
	 	 	 
	Section 2.01	Advances	5556
	Section 2.02	Procedure for Advances	56
	Section 2.03	Determination of Yield	5758
	Section 2.04	Remittance Procedures	58
	Section 2.05	Instructions to the Collateral Agent and the Account Bank	62
	Section 2.06	Borrowing Base Deficiency Payments	6263
	Section 2.07	Sale of Loan Assets; Affiliate Transactions	6364
	Section 2.08	Payments and Computations, Etc.	6768
	Section 2.09	Unused Fee	68
	Section 2.10	Increased Costs; Capital Adequacy	6869
	Section 2.11	Taxes	70
	Section 2.12	Grant of a Security Interest; Collateral Assignment of Agreements	74
	Section 2.13	Evidence of Debt	7576
	Section 2.14	Release of Loan Assets	76
	Section 2.15	Treatment of Amounts Received by any Loan Party	7778
	Section 2.16	Prepayment; Termination; Reduction	7778
	Section 2.17	Collections and Allocations	79
	Section 2.18	Reinvestment of Principal Collections	81
	Section 2.19	Defaulting Lenders	8182
	Section 2.20	Investment of Amounts on Deposit in Contribution Account	83
	Section 2.21	Incremental Facilities	83
	 	 	 
	 	ARTICLE III	 
	 	 	 
	 	CONDITIONS PRECEDENT	 
	 	 	 
	Section 3.01	Conditions Precedent to Effectiveness	8485
	Section 3.02	Conditions Precedent to All Advances	8586
	Section 3.03	Advances Do Not Constitute a Waiver	88
	Section 3.04	Conditions to Acquisition of Loan Assets	88


 




    -i- 


     


    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	 	ARTICLE IV	 
	 	 	 
	 	REPRESENTATIONS AND WARRANTIES	 
	 	 	 
	Section 4.01	Representations and Warranties of the Loan Parties	8990
	Section 4.02	Representations and Warranties of each Loan Party Relating to the Agreement and the Collateral	9899
	Section 4.03	Representations and Warranties of the Servicer	99
	Section 4.04	Representations and Warranties of the Collateral Agent	103104
	Section 4.05	Representations and Warranties of the Collateral Custodian	104
	 	 	 
	 	ARTICLE V	 
	 	 	 
	 	GENERAL COVENANTS	 
	 	 	 
	Section 5.01	Affirmative Covenants of the Loan Parties	105
	Section 5.02	Negative Covenants of the Loan Parties	112
	Section 5.03	Affirmative Covenants of the Servicer	115
	Section 5.04	Negative Covenants of the Servicer	119
	Section 5.05	Affirmative Covenants of the Collateral Agent	120121
	Section 5.06	Negative Covenants of the Collateral Agent	120121
	Section 5.07	Affirmative Covenants of the Collateral Custodian	121
	Section 5.08	Negative Covenants of the Collateral Custodian	121
	 	 	 
	 	ARTICLE VI	 
	 	 	 
	 	ADMINISTRATION AND SERVICING OF CONTRACTS	 
	 	 	 
	Section 6.01	Appointment and Designation of the Servicer	121122
	Section 6.02	Duties of the Servicer	123124
	Section 6.03	Authorization of the Servicer	125
	Section 6.04	Collection of Payments; Accounts	126
	Section 6.05	[Reserved]	128
	Section 6.06	Servicer Compensation	128
	Section 6.07	Payment of Certain Expenses by Servicer	128
	Section 6.08	Reports to the Administrative Agent; Account Statements; Servicer Information	128
	Section 6.09	Annual Statement as to Compliance	130
	Section 6.10	Annual Independent Public Accountant's Servicing Reports	130131
	Section 6.11	Procedural Review of Loan Assets; Access to Servicer and Servicer's Records	130131
	Section 6.12	The Servicer Not to Resign	131132


 




    -ii- 


     


    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	 	ARTICLE VII	 
	 	 	 
	 	EVENTS OF DEFAULT	 
	 	 	 
	Section 7.01	Events of Default	132
	Section 7.02	Additional Remedies of the Administrative Agent	135136
	Section 7.03	Option to Purchase Collateral	137138
	 	 	 
	 	ARTICLE VIII	 
	 	 	 
	 	INDEMNIFICATION	 
	 	 	 
	Section 8.01	Indemnities by the Borrower	138139
	Section 8.02	Indemnities by Servicer	139140
	Section 8.03	Waiver of Certain Claims	140141
	Section 8.04	Legal Proceedings	141
	Section 8.05	After-Tax Basis	141142
	 	 	 
	 	ARTICLE IX	 
	 	 	 
	 	THE ADMINISTRATIVE AGENT	 
	 	 	 
	Section 9.01	The Administrative Agent	141142
	 	 	 
	 	ARTICLE X	 
	 	 	 
	 	COLLATERAL AGENT	 
	 	 	 
	Section 10.01	Designation of Collateral Agent	145146
	Section 10.02	Duties of Collateral Agent	146
	Section 10.03	Merger or Consolidation	149
	Section 10.04	Collateral Agent Compensation	149
	Section 10.05	Collateral Agent Removal	149
	Section 10.06	Limitation on Liability	149150
	Section 10.07	Collateral Agent Resignation	151152
	 	 	 
	 	ARTICLE XI	 
	 	 	 
	 	COLLATERAL CUSTODIAN	 
	 	 	 
	Section 11.01	Designation of Collateral Custodian	152
	Section 11.02	Duties of Collateral Custodian	152
	Section 11.03	Merger or Consolidation	155
	Section 11.04	Collateral Custodian Compensation	155156
	Section 11.05	Collateral Custodian Removal	155156
	Section 11.06	Limitation on Liability	156
	Section 11.07	Collateral Custodian Resignation	157158
	Section 11.08	Release of Documents	158


 




    -iii- 


     


    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 11.09	Return of Required Loan Documents	158159
	Section 11.10	Access to Certain Documentation and Information Regarding the Collateral	159
	Section 11.11	Bailment	159
	 	 	 
	 	ARTICLE XII	 
	 	 	 
	 	MISCELLANEOUS	 
	 	 	 
	Section 12.01	Amendments and Waivers	159160
	Section 12.02	Notices, Etc.	160161
	Section 12.03	No Waiver; Remedies	162163
	Section 12.04	Binding Effect; Assignability; Multiple Lenders	162163
	Section 12.05	Term of This Agreement	164
	Section 12.06	GOVERNING LAW; JURY WAIVER	164
	Section 12.07	Costs, Expenses and Taxes	165166
	Section 12.08	Further Assurances	166
	Section 12.09	Recourse Against Certain Parties	166
	Section 12.10	Execution in Counterparts; Severability; Integration	166167
	Section 12.11	Characterization of Conveyances Pursuant to each Purchase and Sale Agreement	167
	Section 12.12	Confidentiality	168
	Section 12.13	Waiver of Set Off	170
	Section 12.14	Headings and Exhibits	170
	Section 12.15	Ratable Payments	170
	Section 12.16	Failure of any Loan Party or Servicer to Perform Certain Obligations	170
	Section 12.17	Power of Attorney	170171
	Section 12.18	Delivery of Termination Statements, Releases, etc.	170171
	Section 12.19	Non-Petition	171


  




    -iv- 


     


    

 


LIST
OF SCHEDULES, EXHIBITS and Annexes


 


	SCHEDULES	 	 
	 	 	 
	SCHEDULE I	-	Conditions Precedent Documents
	SCHEDULE II	-	Eligibility Criteria
	SCHEDULE III	-	Agreed-Upon Procedures for Independent Public Accountants
	SCHEDULE IV	-	Loan Asset Schedule
	SCHEDULE V	-	Industry Classification
	SCHEDULE VI	-	Diversity Score
	SCHEDULE VII	-	Existing Golub BDC CLOs


 


ANNEXES


 


	ANNEX A	-	Commitments


 


EXHIBITS


 


	EXHIBIT A	-	Form of Approval Notice
	EXHIBIT B	-	Form of Borrowing Base Certificate
	EXHIBIT C	-	Form of Disbursement Request
	EXHIBIT D	-	Form of Notice of Borrowing
	EXHIBIT E	-	Form of Notice of Reduction (Reduction of Advances Outstanding)
	EXHIBIT F	-	Form of Notice of Termination/Permanent Reduction
	EXHIBIT G	-	[Reserved]
	EXHIBIT H	-	Form of Servicing Report
	EXHIBIT I	-	Form of Servicer Certificate (Servicing Report)
	EXHIBIT J	-	Form of Release of Required Loan Documents
	EXHIBIT K	-	Form of Assignment and Acceptance
	EXHIBIT L	-	Forms of U.S. Tax Compliance Certificates
	EXHIBIT M	 	Form of Joinder Supplement
	EXHIBIT N	 	Form of Securitization Subsidiary Joinder 


  




    -v- 


     


    

 


This LOAN AND SERVICING
AGREEMENT is made as of February 1, 2019, among:


 


(1)         GOLUB
CAPITAL BDC FUNDING II LLC, a Delaware limited liability company, as the Borrower (as defined below);


 


(2)         golub
capital bdc, inc., a Delaware corporation, as the Originator (as defined below) and as the Servicer (as defined below);


 


(3)         EACH
OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as the Lenders (as defined below);


 


(4)         MORGAN
STANLEY SENIOR FUNDING, INC., as the Administrative Agent (as defined below);


 


(5)         EACH
OF THE SECURITIZATION SUBSIDIARIES FROM TIME TO TIME PARTY HERETO, as the Securitization Subsidiaries (as defined below); and


 


(6)         WELLS
FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Agent (as defined below), the Account Bank (as defined below) and the Collateral
Custodian (as defined below).


 


RECITALS


 


WHEREAS, the Borrower
has requested that the Lenders make available to the Borrower a revolving loan facility in the maximum principal amount of up to
the Facility Amount (as defined below), the proceeds of which shall be used by the Borrower to fund the purchase of certain Eligible
Loan Assets (as defined below);


 


WHEREAS, the Borrower
is willing to grant to the Collateral Agent, for the benefit of the Secured Parties (as defined below), a lien on and security
interest in the Collateral (as defined below) to secure the payment in full of the Obligations (as defined below);


 


WHEREAS, the Lenders
are willing to extend financing to the Borrower on the terms and conditions set forth herein;


 


WHEREAS, the Borrower
also desires to retain the Servicer to perform certain servicing functions related to the Collateral on the terms and conditions
set forth herein; and


 


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


 


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


  




     


     


    

 


"Change of
Control" means an event that shall be deemed to have occurred if any of the following occur:


 


(a)         with
respect to the Borrower, Golub Capital BDC, Inc. at any time for any reason ceases to own, directly or indirectly, 100% of the
issued and outstanding membership interests of the Borrower (as the same may be adjusted for any combination, recapitalization
or reclassification into a greater or smaller number of shares or units), free and clear of all Liens, rights, options, warrants
or other similar agreements or understandings;


 


(b)         the
Management Agreement shall fail to be in full force and effect; and


 


(c)         the
dissolution, termination or liquidation, in whole or in part, transfer or other disposition, in each case, of all or substantially
all of the assets of the Borrower, the Originator or the Servicer, as applicable.


 


“CLO
Transaction” means the CLO transaction mutually agreed by the Servicer and Administrative Agent in writing (including by
email).


 


"Closing Date"
means February 1, 2019.


 


"Closing Date
Asset" means a Loan Asset owned by the Borrower (or which the Borrower has entered into a binding commitment to acquire)
on the Closing Date.


 


"Code"
means the Internal Revenue Code of 1986, as amended.


 


"Collateral"
means, collectively, the Collateral Portfolio and each Securitization Subsidiary Collateral Portfolio.


 


"Collateral
Agent" means Wells Fargo Bank, National Association, not in its individual capacity, but solely as collateral agent pursuant
to the terms of this Agreement, together with its successor and assigns in such capacity.


 


"Collateral
Agent Expenses" means the expenses set forth in the Wells Fargo Fee Letter and any other accrued and unpaid expenses (including
attorneys' fees, costs and expenses) and indemnity amounts payable by the Borrower or any Securitization Subsidiary to the Collateral
Agent under the Transaction Documents.


 


"Collateral
Agent Fees" means the fees due to the Collateral Agent pursuant to the Wells Fargo Fee Letter.


 


"Collateral
Agent Termination Notice" has the meaning assigned to that term in Section 10.05.


 


"Collateral
Custodian" means Wells Fargo Bank, National Association, not in its individual capacity, but solely as collateral custodian
pursuant to the terms of this Agreement, together with its successors and assigns in such capacity.


  




    	 	11	 



     


    

 


Bank in the name of the
Collateral Agent for the benefit of the applicable Securitization Subsidiary and under the sole dominion and control of the Collateral
Agent for the benefit of the Secured Parties (it being understood, however, that the Servicer shall be able to request distributions
and releases therefrom in accordance herewith); provided that the funds deposited therein (including any interest and earnings
thereon) from time to time shall constitute the property and assets of the Borrower or the applicable Securitization Subsidiary,
and the Borrower or the applicable Securitization Subsidiary shall be solely liable for any Taxes payable with respect to the Collection
Account.


 


"Collection
Date" means the date on which the aggregate outstanding principal amount of the Advances Outstanding have been repaid
in full and all Yield and Fees and all other Obligations (other than unmatured contingent obligations, for which no claim has been
made) have been paid in full, and the Borrower shall have no further right to request any additional Advances.


 


"Commitment"
means, with respect to each Lender, (i) during the Revolving Period, the amount set forth opposite such Lender's name on Annex
A hereto (as such amount may be revised from time to time) or the amount set forth as such Lender's "Commitment"
on the Assignment and Acceptance relating to such Lender, as applicable, and (ii) during the Amortization Period, such Lender's
Pro Rata Share of the aggregate Advances Outstanding, in each case, as such amount may be increased or reduced pursuant to Section
2.16.


 


"Commitment
Termination Date" means the earliest to occur of (a) February 1, 2021 and (b) the Facility Maturity Date.


 


"Concentration
Denominator" means the higher of (a) the Target Portfolio Amount and (b) an amount equal to the sum of the Adjusted Borrowing
Values of all Eligible Loan Assets included as part of the Collateral on such date.


 


"Concentration
Limitations" means, as of any date of determination, for the purposes of determining the Excess Concentration Amount and
after giving effect to all additions and removals of Eligible Loan Assets on such date:


 


(a)         not
more than 4.0% of the Concentration Denominator may consist of Eligible Loan Assets that are issued by a single Obligor and its
Affiliates, except that:


 


(i)          up
to 7.5% of the Concentration Denominator may consist of Eligible Loan Assets issued by each of the two (2) largest
Obligors and their respective Affiliates may
constitute up to 7.5% of the Concentration Denominator (provided that such Eligible Loan Asset
is aAssets are First Lien LoanLoans
or Unitranche LoanLoans);
and


 


(ii)         up
to 5.0% of the Concentration Denominator may consist of Eligible Loan Assets issued by each of the next five (5)
largest Obligors and their respective Affiliates may constitute up to 5.0% of the Concentration
Denominator;


  




    	 	13	 



     


    

 


(b)         not
more than 12.0% of the Concentration Denominator may consist of Eligible Loan Assets that are issued
by Obligors that belong to any single Industry Classification, except that:(i)          Eligible
Loan Assets issued by Obligors that belong to the largestany
single Industry Classification may constitute ,
except that:


 


(i)          up
to 30.0% of the Concentration Denominator may consist of Eligible Loan
Assets issued by Obligors that belong to the largest Industry Classification;


 


(ii)         up
to 25.0% of the Concentration Denominator may consist of Eligible Loan Assets issued by Obligors that belong to the
second largest Industry Classification may constitute up to 25.0% of the Concentration Denominator;
and ; and


 


(iii)        up
to 15.0% of the Concentration Denominator may consist of Eligible Loan Assets issued by Obligors that belong to the
third largest Industry Classification may constitute up to 15.0% of the Concentration Denominator;


 


(c)         not
more than 5.0% of the Concentration Denominator may consist of Eligible Loan Assets that are Delayed Draw Loan Assets;


 


(d)         not
more than 25.0% of the Concentration Denominator may consist of Eligible Loan Assets that are Cov-Lite Loan Assets that are (i)
issued by an Obligor that has a most recently reported EBITDA as of the Cut-Off Date of greater than the lesser of $40,000,000
and an amount to be determined by the Administrative Agent in its sole discretion and reflected in the related Approval Notice
on an asset-by-asset basis and (ii) not Broadly Syndicated Loans;


 


(e)         not
more than 45.0% of the Concentration Denominator may consist of Eligible Loan Assets with a Total Leverage Ratio of greater than
6.50:1.00 as of the Cut-Off Date;


 


(f)          not
more than 20.0% of the Concentration Denominator may consist of Eligible Loan Assets that are Recurring Revenue Loans;


 


(g)         not
more than 5.0% of the Concentration Denominator may consist of Eligible Loan Assets that are PIK Loan Assets, including Eligible
Loan Assets which become PIK Loan Assets as the result of a Material Modification;


 


(h)         not
more than 25.0% of the Concentration Denominator may consist of Eligible Loan Assets that are denominated in an Eligible Currency
other than Dollars; and


 


(i)          not
more than 25.0% of the Concentration Denominator may consist of Eligible Loan Assets that are domiciled in an Eligible Country
other than the United States, except that:


 


(i)          Eligible
Loan Assets that are domiciled in Canada or the United Kingdom may constitute up to 25.0% of the Concentration Denominator; and


  




    	 	23	 



     


    

 


"Facility Amount"
means the aggregate Commitments as then in effect, which (a) during
the period commencing on the Closing DateSecond
Amendment Effective Date and ending on the earlier to occur of (i) the closing date of the CLO Transaction and (ii) March 31, 2020
shall be $300,000,000 and (b) thereafter, shall be $200,000,000, as such amount may be increased pursuant to Section
2.21 or reduced pursuant to Section 2.172.16(b);
provided that, at all times (a) when an Event of Default exists and is continuing and (b) during the Amortization Period,
the Facility Amount shall mean the aggregate Advances Outstanding at such time.


 


"Facility
Maturity Date" means the earliest of (a) the Business Day designated by the Borrower to the Lender pursuant to Section
2.16(b) to terminate this Agreement, (b) the Stated Maturity or (c) the date on which the Facility Maturity Date is declared
(or is deemed to have occurred automatically) pursuant to Section 7.01.


 


"Fees"
means (a) the Unused Fee and (b) the fees payable to each Lender pursuant to the terms of any Lender Fee Letter.


 


"Financial
Asset" has the meaning specified in Section 8-102(a)(9) of the UCC.


 


"Financial
Covenant Test" means a test that will not be satisfied if as of the last day of any fiscal quarter, Golub Capital BDC,
Inc. fails to maintain GAAP net assets (as reflected in its 10Q or 10K without any deductions) in an amount at least equal to $250,000,000,
as increased by 50% of the net proceeds of any equity offerings by Golub Capital BDC, Inc. consummated after the Closing Date (excluding,
for the avoidance of doubt, any net proceeds of any equity offerings by Golub Capital BDC, Inc. in connection with any merger consummated
in accordance with Section 5.04(a)).


 


“Financial
Sponsor” means any Person, including any subsidiary of such Person, whose principal business activity is acquiring, holding
and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities
with separate management, books and records and bank accounts, whose operations are not integrated with one another and whose financial
condition and creditworthiness are independent of the other companies so owned by such Person.


 


"First Lien
Loan" means any Loan Asset (a) that is secured by a valid and perfected first priority Lien on substantially all of the
Obligor's assets constituting Related Collateral, subject to any expressly permitted Liens under the Underlying Instrument for
such Loan Asset or such comparable definition if "permitted liens" is not defined therein, (b) that provides that the
payment obligation of the Obligor on such Loan Asset is either senior to, or pari passu with, and is not (and cannot by
its terms become) subordinate in right of payment to all other Indebtedness of such Obligor (other than customary “super
priority” facilities), (c) for which Liens on the Related Collateral securing any other outstanding Indebtedness of the Obligor
(excluding expressly permitted Liens described in clause (a) above but including Liens securing second lien loans) is expressly
subject to and contractually or structurally subordinate to the priority Liens securing such First Lien Loan, (d) that the Servicer
determines in accordance with the Servicing Standard that the value of the Related Collateral (or the enterprise value) and ability
to generate cash flow on or about the time of origination equals or exceeds the Outstanding Balance of the Loan Asset plus the
aggregate outstanding balances of all other Indebtedness of equal seniority secured by the


  




    	 	23	 



     


    

 


“Revenue”
means, with respect to any Eligible Loan Assets that are Recurring Revenue Loans, the definition of annualized recurring revenue
used in the Underlying Instruments for each such Eligible Loan Asset, or any comparable term for “Revenue” or “Adjusted
Revenue” in the Underlying Instruments for each such Eligible Loan Asset; provided that if there is no such term in
the Underlying Instruments, revenue for the related Obligor and any of its parents or Subsidiaries that are obligated with respect
to such Eligible Loan Asset pursuant to its Underlying Instruments (determined on a consolidated basis without duplication in accordance
with GAAP) for the most recent four fiscal quarter period for which financial statements have been delivered.


 


"Review Criteria"
has the meaning assigned to that term in Section 11.02(b)(i).


 


"Revolving
Loan" means a loan that is a line of credit or contains an unfunded commitment arising from an extension of credit to
an Obligor, pursuant to the terms of which amounts borrowed may be repaid and subsequently reborrowed.


 


"Revolving
Period" means the period commencing on the Closing Date and ending on the earlier to occur of (a) the Commitment Termination
Date and (b) the Facility Maturity Date.


 


"S&P"
means Standard & Poor's Ratings Group, a Standard & Poor's Financial Services LLC business (or its successors in interest).


 


"Sanctions"
means economic and trade sanctions administered or enforced by any of the following authorities: OFAC, the U.S. Department of State,
the European Union, Her Majesty's Treasury (United Kingdom) or the United Nations Security Council.


 


“Screen Rate”
means with respect to (a) Dollar Advances and GBP Advances, LIBOR, (b) with respect to Euro Advances, EURIBOR, (c) CAD Advances,
CDOR and (d) AUD Advances, BBSW; provided that, upon and during the occurrence of a Currency Disruption Event, with respect
to the Advances affected by such Currency Disruption Event, the applicable “Screen Rate” shall be the Designated Base
Rate.


 


"Second
Amendment Effective Date" means September 6, 2019.


 


"Second Lien
Loan" means any Loan Asset (a) that is secured by a valid and perfected Lien on substantially all of the Obligor's assets
constituting Related Collateral for such Loan Asset, subject only to the prior Lien provided to secure the obligations under a
"first lien" loan and any other expressly permitted Liens under the Underlying Instrument for such Loan Asset, including
any "permitted liens" as defined in such Underlying Instrument, or such comparable term if "permitted liens"
is not defined therein, (b) that, except for the express lien priority provisions under the documentation of the “first lien”
lenders (including super priority facilities permitted thereunder, if any), is either senior to, or pari passu with, all
other Indebtedness of such Obligor, and (c) that the Servicer determines in accordance with the Servicing Standard that the value
of the Related Collateral (or the enterprise value and ability to generate cash flow) on or about the time of origination equals
or exceeds the Outstanding Balance of the Loan Asset plus the aggregate outstanding balances of all other Indebtedness of equal
or greater seniority secured by the same Related Collateral (including, without limitation, the outstanding principal balance of
the "first lien" loan).


  




    	 	42	 



     


    

 


"Subsidiary"
means with respect to a Person, a corporation, partnership or other entity of which shares of stock or other ownership interests
having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity
are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries,
or both, by such Person.


 


"Substitute
Eligible Loan Asset" means each Eligible Loan Asset Granted by a Loan Party to the Collateral Agent, on behalf of the
Secured Parties, pursuant to Section 2.07(c)(ii).


 


"Synthetic
Security" means a security or swap transaction that has payments associated with either payments of interest and/or principal
on a reference obligation or the credit performance of a reference obligation.


 


"Target Portfolio
Amount" means, $295,000,000; provided that, (a) during the
period commencing on the Second Amendment Effective Date and ending on the earlier to occur of (i) the closing date of the CLO
Transaction and (ii) March 31, 2020 shall be $442,500,000 and (b) thereafter, shall be $295,000,000.


 


"Tax Expense
Cap" means, for any Payment Date, a per annum amount equal to $50,000.


 


"Taxes"
means any present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), charges, assessments
or fees of any nature (including interest, penalties, and additions thereto) that are imposed by any Governmental Authority.


 


"Termination/Reduction
Notice" means each notice required to be delivered by the Borrower in respect of any termination of this Agreement or
any permanent reduction of the Facility Amount, in the form of Exhibit F.


 


"Total Leverage
Ratio" means, with respect to any Loan Asset (other than a Recurring Revenue Loan) for any period, the meaning of "Total
Leverage Ratio" or any comparable term in the Underlying Instruments for each Loan Asset (subject to the exclusions in the
definition of Indebtedness), and in any case that "Total Leverage Ratio" or such comparable term is not defined in such
Underlying Instruments, the ratio of (a) Indebtedness less Unrestricted Cash, to (b) EBITDA, 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.


 


"Transaction
Documents" means this Agreement, any Assignment and Acceptance, each Purchase and Sale Agreement, each Control Agreement,
each Securitization Subsidiary Joinder, the Pledge Agreement, the Wells Fargo Fee Letter, each Lender Fee Letter and each document,
instrument or agreement related to any of the foregoing.


 


"U.S. Tax
Compliance Certificate" has the meaning assigned to that term in Section 2.11(g)(i)c.





 




    	 	48	 



     


    

 


thereon and
all accrued Fees or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender
relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee
or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver
by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.


 


(ii)         Any
Lender being replaced pursuant to Section 2.19(c)(i) above shall execute and deliver an Assignment and Acceptance with respect to
such Lender's applicable Commitment and outstanding portion of the Advance funded by such Lender. Pursuant to such Assignment and
Acceptance, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment
and outstanding portion of the Advance and (B) all obligations of the Borrower owing to the assigning Lender relating to the Advance
and Commitments so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment
and Acceptance, the assignee Lender shall become a Lender hereunder and under each of the Transaction Documents and the assigning
Lender shall cease to constitute a Lender hereunder with respect to such assigned portion of the Advance and Commitments, except
with respect to indemnification provisions under this Agreement, which shall survive as to such assignment Lender. In connection
with any such replacement, if any such Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed
Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the assignee Lender executes
and delivers such Assignment and Acceptance to such Defaulting Lender, then such Defaulting Lender shall be deemed to have executed
and delivered such Assignment and Acceptance without any action on the part of the Defaulting Lender.


 


Section 2.20         Investment
of Amounts on Deposit in Contribution Account. The Collateral Custodian shall cause the Account Bank, prior to the Closing
Date, to establish a single, segregated non-interest bearing account, which shall be designated as the Contribution Account, in
the name of and for the benefit of the Borrower. The Servicer may, to the extent of any amounts on deposit in the Contribution
Account, withdraw such funds for the purpose of investing in Non-Levered Loan Assets. For the avoidance of doubt, the Borrower,
or the Servicer on behalf of the Borrower, shall have sole rights of withdrawal with respect to the Contribution Account, and
the Account Bank shall only withdraw funds from the Contribution Account pursuant to the instructions of the Borrower or the Servicer.


 


Section 2.21         Incremental
Facilities.


 


(a)          The
Borrower may, by written notice to the Administrative Agent and each Lender, elect to request, prior to the last day of the Revolving
Period, an increase to the existing Commitments (any such increase, the “New
Commitments”) by an amount with the consent of the Administrative Agent and each Lender whose Commitment is being
increased thereby in their respective sole discretion and subject to any internal approvals, which would increase the Facility
Amount to an amount greater than $200,000,000300,000,000.
Each such notice shall specify (i) the date (each, an “Increased
Amount Date”) on which the Borrower proposes that the New


 




    	 	83	 



     


    

 


(a)         Organization
and Good Standing. The Servicer has been duly organized and is validly existing as a limited
liability companycorporation in good standing
under the laws of the State of Delaware, with all requisite limited liability companycorporate
power and authority to own or lease its properties and to conduct its business as such business is presently conducted and to enter
into and perform its obligations pursuant to this Agreement.


 


(b)         Due
Qualification. The Servicer is duly qualified to do business as a limited liability companycorporation
and is in good standing as a limited liability companycorporation,
and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property and
or the conduct of its business requires such qualification, licenses or approvals.


 


(c)         Power
and Authority; Due Authorization; Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right
to (a) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (b) carry out the terms of
the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary limited
liability companycorporate action the execution,
delivery and performance of this Agreement and the other Transaction Documents to which it is a party. This Agreement and each
other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.


 


(d)         Binding
Obligation. This Agreement and each other Transaction Document to which the Servicer is a party constitutes a legal, valid
and binding obligation of the Servicer enforceable against the Servicer in accordance with its respective terms, except as such
enforceability may be limited by Bankruptcy Laws and general principles of equity (whether considered in a suit at law or in equity).


 


(e)         No
Violation. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which
it is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Servicer's Constituent
Documents or any contractual obligation of the Servicer, (ii) result in the creation or imposition of any Lien upon any of the
Servicer's properties pursuant to the terms of any contractual obligation, other than this Agreement and Permitted Liens, or (iii)
violate any Applicable Law.


 


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


 


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


  




    	 	100	 



     


    

 


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


 


	 	BORROWER:
	 	 
	 	GOLUB CAPITAL BDC FUNDING II LLC
	 	 	 
	 	By:	             
	 	Name:  	 
	 	Title:	 


 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


 


[Signature Page to Loan and Servicing Agreement] 


 




     


     


    

 


SCHEDULE I


 


CONDITIONS PRECEDENT DOCUMENTS


 


As required by Section
3.01 of this Agreement, each of the following items must be delivered to the Administrative Agent and the Lenders prior to
the effectiveness of the Agreement:


 


(a)          A
copy of this Agreement duly executed by each of the parties hereto;


 


(b)          A
certificate of the Secretary or Assistant Secretary of each of the Borrower, each then-existing Securitization Subsidiary, the
Servicer and the Originator, dated as of the Closing Date, certifying (i) the names and true signatures of the incumbent officers
of such Person authorized to sign on behalf of such Person the Transaction Documents to which it is a party (on which certificate
the Administrative Agent, the Lenders and the Lenders may conclusively rely until such time as the Administrative Agent and the
Lenders shall receive from the Borrower, and the Servicer or the Originator, as applicable, a revised certificate meeting the requirements
of this paragraph (b)(i)), (ii) that the copy of the certificate of formation, certificate of incorporation, articles of
incorporation or articles of organization, as applicable, of such Person attached to such certificate is a complete and correct
copy and that such certificate of formation has not been amended, modified or supplemented and is in full force and effect, (iii)
that the copy of the bylaws, limited liability company agreement or limited partnership agreement, as applicable, of such Person
attached to such certificate is a complete and correct copy, and that such bylaws, limited liability company agreement or limited
partnership agreement, as applicable, has not been amended, modified or supplemented and are in full force and effect, and (iv)
that the copy of the resolutions of the board of directors or managers of such Person attached to such certificate, approving and
authorizing the execution, delivery and performance by such Person of the Transaction Documents to which it is a party, is a complete
and correct copy and such resolutions have not been amended, modified or supplemented and are in full force and effect;


 


(c)          A
good standing certificate, dated as of a recent date for each of the Borrower, each then-existing Securitization Subsidiary, the
Servicer and the Originator, issued by the Secretary of State of such Person's State of formation, incorporation or organization,
as applicable;


 


(d)          Financing
statements (the "Facility Financing Statements") describing the Collateral, and (i) naming the Borrower or each
then-existing Securitization Subsidiary, as applicable, as debtor and the Collateral Agent, on behalf of the Secured Parties, as
secured party, (ii) naming the Originator as debtor, the Borrower as assignor and the Collateral Agent, on behalf of the Secured
Parties, as secured party/total assignee and (iii) other, similar instruments or documents, as may be necessary or, in the opinion
of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect each Loan
Party's interest and the Collateral Agent's, on behalf of the Secured Parties, interests, respectively, in all Collateral;


 


(e)          Financing
statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted
by the Originator;


  




     Sch. I-1


     


    

 


SCHEDULE II


 


ELIGIBILITY CRITERIA


 


The representations
and warranties set forth in this Schedule II are made by each Loan Party and the Servicer under this Agreement and the Originator
under the Originator Purchase and Sale Agreement, with respect to all Loan Assets which are designated as being Eligible Loan Assets
on any Borrowing Base Certificate or are otherwise represented to the Administrative Agent or the Lenders as being Eligible Loan
Assets, or are included as Eligible Loan Assets in any calculation set forth in this Agreement to which this Schedule II
is attached; provided that, if any asset does not satisfy any criterion below, the Administrative Agent may expressly
consent in its sole discretion to the treatment of such asset as an Eligible Loan Asset; provided, further,
that the Administrative Agent will only be considered to have consented to such inclusion if the applicable Loan Party and the
Servicer have expressly acknowledged that the applicable criterion is not satisfied with respect to such Loan and each such applicable
criterion is accurately identified on Schedule 1 of the related Approval Notice; provided, further, that, if an asset
does not satisfy the representations and warranties below and the applicable Loan Party or the Servicer requests in writing that
the Administrative Agent consent to the acquisition of such asset, such Loan Party may acquire such asset (a “Non-Levered
Loan Asset”) on the conditions that: (a) such asset will be acquired by the applicable Loan Party by contribution from
the Originator or its Affiliates or by using the proceeds of equity contributions made by the Originator or amounts available for
distribution pursuant to Section 2.04(a)(ix), Section 2.04(b)(vi) or Section 2.04(c)(ix), (b) the applicable
Loan Party (or the Servicer on its behalf) shall have provided such information to the Administrative Agent regarding such asset
as may be requested by the Administrative Agent and (c) the Administrative Agent has approved such acquisition in writing or not
objected in writing within seven (7) Business Days of receipt of the Administrative Agent of such information described in clause
(b) above.


 


1.          As
of the related Cut-Off Date, each such Loan Asset has been approved in writing by the Administrative Agent in its sole discretion.


 


2.          As
of the related Cut-Off Date, each such Loan Asset is a First Lien Loan, Second Lien Loan, Unitranche Loan or FLLO Loan, evidenced
by a note or a credit document and an assignment document, as applicable, in the form specified in the applicable credit agreement
or, if no such specification, on a form acceptable to the agent in respect of such Loan Asset. Each such Loan Asset and the Related
Asset is subject to a valid, subsisting and enforceable first priority perfected security interest (subject only to Permitted Liens)
in favor of the Collateral Agent, on behalf of the Secured Parties, and the applicable Loan Party has good and marketable title
to, and is the sole owner of, such Loan Asset and the Related Asset, free and clear of all Liens other than any Permitted Liens.


 


3.          The
Obligor with respect to each such Loan Asset is organized under the laws of (i) the United States or any state thereof, (ii) Canada
or any territory thereof or (iii) any of Antilles, Australia, Belgium, Bermuda, the British Virgin Islands, the Cayman Islands,
Cyprus, Denmark, Estonia, Finland, Guernsey, Ireland, Jersey, the Isle of Man, Luxembourg, Malta, Netherlands, Antilles, Russia,
Serbia, Spain, Sweden, Switzerland and the United Kingdom or any other country that has a Moody's foreign currency rating of at
least "Aa3" and an S&P foreign issuer credit rating


 




     Sch. II-1


     


    

 


SCHEDULE III


 


AGREED-UPON PROCEDURES FOR

INDEPENDENT PUBLIC ACCOUNTANTS


 


[to be provided] 


 




     Sch. III-1


     


    

 


SCHEDULE IV


 


LOAN ASSET SCHEDULE


 


For each Loan Asset, the applicable Loan
Party shall provide, as applicable, the following information:


 


		(a)	Loan Asset Number



 


		(b)	Obligor Information



 


		(c)	The currency denomination of such Loan Asset



 


		(d)	Loan Asset Type (Broadly Syndicated Loan, First Lien Loan,
Second Lien Loan, FLLO Loan, Unitranche Loan, Recurring Revenue Loan)



 


		(e)	Whether such Loan Asset is a term loan or a Delayed Draw
Loan Asset



 


		(f)	Whether such Loan Asset is a Cov-Lite Loan Asset



 


		(g)	Whether the rate of interest is floating or fixed



 


		(h)	Rate of interest (and reference rate)



 


		(i)	LIBOR floor (if applicable)



 


		(j)	PIK Percentage



 


		(k)	Industry Classification



 


		(l)	S&P's Facility Rating and Corporate Family Rating of
such Loan Asset



 


		(m)	The Servicer's internal rating (1-5 or whichever is the
Servicer's current rating system) of the Loan Asset as of the applicable Cut-Off Date and as of the date of such Loan Asset Schedule



 


		(n)	Outstanding Balance



 


		(o)	Any Unfunded Exposure Amount (if applicable)



 


		(p)	Par Amount



 


		(q)	Tranche size



 


		(r)	Scheduled maturity date



 


		(s)	The Cut-Off Date for such Loan Asset



 


		(t)	Date of the last delivered Obligor financials



 




     Sch. IV-1


     


    

 


SCHEDULE V


 


INDUSTRY CLASSIFICATION


 


	1020000	Energy Equipment & Services
	1030000	Oil, Gas & Consumable Fuels
	1033403	Mortgage Real Estate Investment Trusts (REITs)
	2020000	Chemicals
	2030000	Construction Materials
	2040000	Containers & Packaging
	2050000	Metals & Mining
	2060000	Paper & Forest Products
	3020000	Aerospace & Defense
	3030000	Building Products
	3040000	Construction & Engineering
	3050000	Electrical Equipment
	3060000	Industrial Conglomerates
	3070000	Machinery
	3080000	Trading Companies & Distributors
	3110000	Commercial Services & Supplies
	3210000	Air Freight & Logistics
	3220000	Airlines
	3230000	Marine
	3240000	Road & Rail
	3250000	Transportation Infrastructure
	4011000	Auto Components
	4020000	Automobiles
	4110000	Household Durables
	4120000	Leisure Products
	4130000	Textiles, Apparel & Luxury Goods
	4210000	Hotels, Restaurants & Leisure
	4310000	Media
	43100001	Entertainment
	43100002	Interactive Media and Services
	4410000	Distributors
	4420000	Internet and Catalog Retail
	4430000	Multiline Retail
	4440000	Specialty Retail
	5020000	Food & Staples Retailing
	5110000	Beverages
	5120000	Food Products
	5130000	Tobacco


  




     Sch. V-1


     


    

 


SCHEDULE VI


 


Diversity
Score


 


Diversity Score Calculations


 


Diversity Score


 


Calculated as follows:


 


(a) An “Obligor Par Amount”
is calculated for each Obligor of a Loan Asset, and is equal to the outstanding principal amount of Loan Assets issued by such
Obligor and its Affiliates.


 


(b) An “Average Par Amount”
is calculated by summing the Obligor Par Amounts for all Obligors, and dividing by the aggregate number of Obligors.


 


(c) An “Equivalent Unit Score”
is calculated for each Obligor, and is equal to the lesser of (a) one and (b) the Obligor Par Amount for such Obligor divided
by the Average Par Amount.


 


(d) An “Aggregate Industry Equivalent
Unit Score” is then calculated for each Industry Classification and is equal to the sum of the Equivalent Unit Scores
for each Obligor in such Industry Classification.


 


(e) An “Industry Diversity Score”
is then established for each Industry Classification by reference to the following table for the related Aggregate Industry Equivalent
Unit Score; provided, that if any Aggregate Industry Equivalent Unit Score falls between any two such scores, the applicable
Industry Diversity Score will be the lower of the two Industry Diversity Scores:


 


	Aggregate 
 Industry 
 Equivalent 
 Unit Score	 	 	Industry 
 Diversity 
 Score	 	 	Aggregate 
 Industry 
 Equivalent 
 Unit Score	 	 	Industry 
 Diversity Score	 	 	Aggregate 
 Industry 
 Equivalent 
 Unit Score	 	 	Industry 
 Diversity Score	 	 	Aggregate 
 Industry 
 Equivalent Unit 
 Score	 	 	Industry 
 Diversity 
 Score	 
	 	0.0000	 	 	 	0.0000	 	 	 	5.0500	 	 	 	2.7000	 	 	 	10.1500	 	 	 	4.0200	 	 	 	15.2500	 	 	 	4.5300	 
	 	0.0500	 	 	 	0.1000	 	 	 	5.1500	 	 	 	2.7333	 	 	 	10.2500	 	 	 	4.0300	 	 	 	15.3500	 	 	 	4.5400	 
	 	0.1500	 	 	 	0.2000	 	 	 	5.2500	 	 	 	2.7667	 	 	 	10.3500	 	 	 	4.0400	 	 	 	15.4500	 	 	 	4.5500	 
	 	0.2500	 	 	 	0.3000	 	 	 	5.3500	 	 	 	2.8000	 	 	 	10.4500	 	 	 	4.0500	 	 	 	15.5500	 	 	 	4.5600	 
	 	0.3500	 	 	 	0.4000	 	 	 	5.4500	 	 	 	2.8333	 	 	 	10.5500	 	 	 	4.0600	 	 	 	15.6500	 	 	 	4.5700	 
	 	0.4500	 	 	 	0.5000	 	 	 	5.5500	 	 	 	2.8667	 	 	 	10.6500	 	 	 	4.0700	 	 	 	15.7500	 	 	 	4.5800	 
	 	0.5500	 	 	 	0.6000	 	 	 	5.6500	 	 	 	2.9000	 	 	 	10.7500	 	 	 	4.0800	 	 	 	15.8500	 	 	 	4.5900	 
	 	0.6500	 	 	 	0.7000	 	 	 	5.7500	 	 	 	2.9333	 	 	 	10.8500	 	 	 	4.0900	 	 	 	15.9500	 	 	 	4.6000	 
	 	0.7500	 	 	 	0.8000	 	 	 	5.8500	 	 	 	2.9667	 	 	 	10.9500	 	 	 	4.1000	 	 	 	16.0500	 	 	 	4.6100	 
	 	0.8500	 	 	 	0.9000	 	 	 	5.9500	 	 	 	3.0000	 	 	 	11.0500	 	 	 	4.1100	 	 	 	16.1500	 	 	 	4.6200	 
	 	0.9500	 	 	 	1.0000	 	 	 	6.0500	 	 	 	3.0250	 	 	 	11.1500	 	 	 	4.1200	 	 	 	16.2500	 	 	 	4.6300	 
	 	1.0500	 	 	 	1.0500	 	 	 	6.1500	 	 	 	3.0500	 	 	 	11.2500	 	 	 	4.1300	 	 	 	16.3500	 	 	 	4.6400	 
	 	1.1500	 	 	 	1.1000	 	 	 	6.2500	 	 	 	3.0750	 	 	 	11.3500	 	 	 	4.1400	 	 	 	16.4500	 	 	 	4.6500	 
	 	1.2500	 	 	 	1.1500	 	 	 	6.3500	 	 	 	3.1000	 	 	 	11.4500	 	 	 	4.1500	 	 	 	16.5500	 	 	 	4.6600	 
	 	1.3500	 	 	 	1.2000	 	 	 	6.4500	 	 	 	3.1250	 	 	 	11.5500	 	 	 	4.1600	 	 	 	16.6500	 	 	 	4.6700	 
	 	1.4500	 	 	 	1.2500	 	 	 	6.5500	 	 	 	3.1500	 	 	 	11.6500	 	 	 	4.1700	 	 	 	16.7500	 	 	 	4.6800	 
	 	1.5500	 	 	 	1.3000	 	 	 	6.6500	 	 	 	3.1750	 	 	 	11.7500	 	 	 	4.1800	 	 	 	16.8500	 	 	 	4.6900	 
	 	1.6500	 	 	 	1.3500	 	 	 	6.7500	 	 	 	3.2000	 	 	 	11.8500	 	 	 	4.1900	 	 	 	16.9500	 	 	 	4.7000	 
	 	1.7500	 	 	 	1.4000	 	 	 	6.8500	 	 	 	3.2250	 	 	 	11.9500	 	 	 	4.2000	 	 	 	17.0500	 	 	 	4.7100	 
	 	1.8500	 	 	 	1.4500	 	 	 	6.9500	 	 	 	3.2500	 	 	 	12.0500	 	 	 	4.2100	 	 	 	17.1500	 	 	 	4.7200	 
	 	1.9500	 	 	 	1.5000	 	 	 	7.0500	 	 	 	3.2750	 	 	 	12.1500	 	 	 	4.2200	 	 	 	17.2500	 	 	 	4.7300	 



 




     Sch. VI-1


     


    

 


SCHEDULE VII


 


EXISTING
GOLUB BDC CLOs


 


Golub Capital BDC CLO III LLC


  




     Sch. VII-1


     


    

 


ANNEX A


 


	Lender	 	Commitment	 
	Morgan Stanley Bank, N.A.	 	$	200,000,000300,000,000	 






 




    	 	Annex A-1	 



     


    

 


Exhibits


 


[attached]