Loan Documents 167171 Section 12.10 Access to Certain
Documentation and Information Regarding the Collateral Portfolio; Audits of
Servicer 168172 Section 12.11 Bailment 168172
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LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE I Conditions Precedent Documents SCHEDULE II [Reserved]
SCHEDULE III Agreed-Upon Procedures For Independent Public Accountants SCHEDULE
IV Loan Tape
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 Facility Amount
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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 a
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