Conditions Precedent Documents
SCHEDULE II
[Reserved]
SCHEDULE III
Agreed-Upon Procedures For Independent Public Accountants
SCHEDULE IV
Loan Tape
SCHEDULE V
Approved Golub BDC2 CLOs
EXHIBITS
EXHIBIT A
Form of Approval Notice
EXHIBIT B
Form of Loan Asset Checklist
EXHIBIT C
Form of Borrowing Base Certificate
EXHIBIT D
Form of Disbursement Request
EXHIBIT E
Form of Joinder Supplement
EXHIBIT F
Form of Notice of Borrowing
EXHIBIT G
Form of Notice of Reduction (Reduction of Advances Outstanding)
EXHIBIT H
[Reserved]
EXHIBIT I-1
Form of Variable Funding Note
EXHIBIT I-2
Form of Swingline Note
EXHIBIT J
Form of Notice and Request for Consent
EXHIBIT K
Form of Certificate of Closing Attorneys
EXHIBIT L
Form of Servicing Report
EXHIBIT M
Form of Servicer's Certificate (Servicing Report)
EXHIBIT N
Form of Release of Required Loan Documents
EXHIBIT O
Form of Transferee Letter
EXHIBIT P
Form of Power of Attorney for Servicer
EXHIBIT Q
Form of Power of Attorney for Borrower
EXHIBIT R
Form of Servicer's Certificate (Loan Asset Register)
ANNEXES
ANNEX A
Commitments
ANNEX B
Scale of Select Defined Terms Based on Maximum Facility Amount
-vi-
This AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT is made as of May 13,
2015, among:
(1)
GCIC FUNDING LLC, a Delaware limited liability company (together with its
successors and assigns in such capacity, the "Borrower");
(2)
GC ADVISORS LLC, a Delaware limited liability company, as the Servicer
(as defined herein);
(3)
GOLUB CAPITAL INVESTMENT CORPORATION, a Maryland corporation, as thea
Transferor (as defined herein);
(4)
EACH OF THE CONDUIT LENDERS FROM TIME TO TIME PARTY HERETO, as a Conduit
Lender;
(5)
EACH OF THE INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as an
Institutional Lender;
(6)
EACH OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO, as a Lender
Agent;
(7)
WELLS FARGO BANK, N.A., as Administrative Agent (together with its
successors and assigns in such capacity, the "Administrative Agent");
(8)
WELLS FARGO BANK, N.A., as the Swingline Lender (together with its
successors and assigns in such capacity, the "Swingline Lender"); and
(9)
WELLS FARGO BANK, N.A., as the Collateral Agent (together with its
successors and assigns in such capacity, the "Collateral Agent"), the Account
Bank (as defined herein) and the Collateral Custodian (together with its
successors and assigns in such capacity, the "Collateral Custodian").
RECITALS
WHEREAS, certain parties hereto previously entered into the Loan and Servicing
Agreement dated as of October 10, 2014 (such agreement, as amended, modified or
waived prior to the date hereof, the "Existing Agreement");
WHEREAS, the parties hereto now wish to amend and restate the Existing Agreement
in its entirety in order to make certain additional changes agreed to by the
parties hereto; and
WHEREAS, all other conditions precedent to the execution of this Agreement have
been complied with.
NOW, THEREFORE, based upon the foregoing Recitals, the mutual promises and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as