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 -
Form of Variable Funding 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
This LOAN AND SERVICING AGREEMENT is made as of July 21, 2011, among:
(1)
GOLUB CAPITAL BDC FUNDING LLC, a Delaware limited liability company
(together with its successors and assigns in such capacity, the "Borrower");
(2)
GOLUB CAPITAL BDC, INC., a Delaware corporation, as the Servicer (as
defined herein) and as the Transferor (as defined herein);
(3)
EACH OF THE CONDUIT LENDERS FROM TIME TO TIME PARTY HERETO, as a Conduit
Lender;
(4)
EACH OF THE INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as an
Institutional Lender;
(5)
EACH OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO, as a Lender
Agent;
(6)
WELLS FARGO SECURITIES, LLC, as Administrative Agent (together with its
successors and assigns in such capacity, the "Administrative Agent"); and
(7)
WELLS FARGO BANK, N.A., as the Collateral Agent (together with its
successors and assigns in such capacity, the "Collateral Agent"), the Account
Bank (as defined herein) and the Collateral Custodian (together with its
successors and assigns in such capacity, the "Collateral Custodian").
PRELIMINARY STATEMENT
The Lenders have agreed, on the terms and conditions set forth herein, to
provide a secured revolving credit facility which shall provide for Advances
under the Variable Funding Note(s) from time to time in an aggregate principal
amount not to exceed the Maximum Facility Amount.
The proceeds of the Advances
will be used to finance the Borrower's origination of Eligible Loan Assets or
purchase, on a "true sale" basis, of Eligible Loan Assets from (i) the
Transferor pursuant to the Purchase and Sale Agreement between the Borrower and
the Transferor or (ii) other third parties, in each castie, with the prior
written approval of the Administrative Agent.
Accordingly, the parties agree as
follows:
ARTICLE I.
DEFINITIONS
Section 1.01
Certain Defined Terms.
(a)
Certain capitalized terms used throughout this Agreement are defined above
or in this Section 1.01.
(b)
As used in this Agreement and the exhibits and schedules thereto (each of
which is hereby incorporated herein and made a part hereof), the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):
"1940 Act" means the Investment Company Act of 1940, as amended, and the rules
and regulations promulgated thereunder.
"Account Bank" means