GOLUB CAPITAL BDC, Inc. Sample Contracts

CUSTODY AGREEMENT dated as of April [ ], 2010 by and between GOLUB CAPITAL BDC LLC (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)
Custody Agreement • April 12th, 2010 • Golub Capital BDC LLC • Massachusetts

THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of April [●], 2010 and is by and between Golub Capital BDC LLC (and any successor or permitted assign), a limited liability company organized under the laws of the State of Delaware, having its principal place of business at 150 South Wacker Drive, Suite 800, Chicago, Illinois 60606, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Boston, MA 02110.

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SIXTH AMENDMENT TO Loan and Servicing Agreement (this “Amendment”), dated as of January 15, 2021 (the “Amendment Date”), among Golub Capital BDC Funding II LLC, as borrower (the “Borrower”), Golub Capital BDC, Inc., as servicer (in such capacity, the...
Loan and Servicing Agreement • February 8th, 2021 • GOLUB CAPITAL BDC, Inc. • New York

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);

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PURCHASE AGREEMENT
Purchase Agreement • June 7th, 2011 • Golub Capital BDC, Inc. • New York
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COLLATERAL MANAGEMENT AGREEMENT dated as of August 26, 2020 by and between GOLUB CAPITAL BDC CLO 4 LLC, as Issuer and GC ADVISORS LLC, as Collateral Manager
Collateral Management Agreement • September 1st, 2020 • GOLUB CAPITAL BDC, Inc. • New York

This Collateral Management Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 26, 2020 is entered into by and between GOLUB CAPITAL BDC CLO 4 llc, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), and GC ADVISORS LLC, a limited liability company organized under the laws of the State of Delaware, as collateral manager (together with its successors and permitted assigns, “GC Advisors” and the “Collateral Manager”).

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FIRST SUPPLEMENTAL INDENTURE dated as of December 21, 2020 by and between
Indenture • February 8th, 2021 • GOLUB CAPITAL BDC, Inc. • New York

INDENTURE, dated as of December 13, 2018, between GCIC CLO II LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).

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GOLUB CAPITAL BDC, INC. $600,000,000 Aggregate Principal Amount of 6.000% Notes due 2029 UNDERWRITING AGREEMENT Dated: January 29, 2024 GOLUB CAPITAL BDC, INC. $600,000,000 Aggregate Principal Amount of 6.000% Notes due 2029 UNDERWRITING AGREEMENT
Underwriting Agreement • February 1st, 2024 • GOLUB CAPITAL BDC, Inc. • New York
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ADMINISTRATION AGREEMENT
Administration Agreement • March 25th, 2010 • Golub Capital BDC LLC • New York

AGREEMENT (this “Agreement”) made as of this __ day of ___________, 2010, by and between Golub Capital BDC, Inc., a Delaware corporation (hereinafter referred to as the “Company”), and GC Service Company, LLC, a Delaware limited liability company (the “Administrator”).

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PURCHASE AND SALE AGREEMENT by and between GOLUB CAPITAL BDC FUNDING LLC, as the Purchaser and GOLUB CAPITAL BDC, INC., as the Seller Dated as of July 21, 2011
Purchase and Sale Agreement • July 21st, 2011 • Golub Capital BDC, Inc.

THIS PURCHASE AND SALE AGREEMENT, dated as of July 21, 2011, by and between GOLUB CAPITAL BDC, INC., a Delaware corporation, as the seller (the “Seller”) and GOLUB CAPITAL BDC FUNDING LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).

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FOURTH AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN GOLUB CAPITAL BDC, INC. AND GC ADVISORS LLC
Investment Advisory Agreement • August 7th, 2023 • GOLUB CAPITAL BDC, Inc. • New York

Fourth Amended and Restated Investment Advisory Agreement made this 3rd day of August, 2023 (this “Agreement”) and effective as of July 1, 2023, by and between GOLUB CAPITAL BDC, INC., a Delaware corporation (the “Corporation”), and GC ADVISORS LLC, a Delaware limited liability company (the “Adviser”).

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SUBSCRIPTION AGENT AGREEMENT By AND BETWEEN GOLUB CAPITAL BDC, INC. and
Subscription Agent Agreement • June 7th, 2011 • Golub Capital BDC, Inc. • New York

This Subscription Rights Agreement (the “Agreement”) is made as of between Golub Capital BDC, Inc., a Delaware corporation (the “Company”), and (the “Subscription Agent”), and relates to the base prospectus included in the Registration Statement on Form N-2, File No. 333- , filed by the Company with the Securities and Exchange Commission on , 2011, as amended by any amendment filed with respect thereto (the “Registration Statement”) and any supplemental prospectus (together with the base prospectus, the “Prospectus”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Subscription Certificate (as defined below).

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WARRANT AGREEMENT BY AND BETWEEN GOLUB CAPITAL BDC, INC. AND
Warrant Agreement • June 7th, 2011 • Golub Capital BDC, Inc. • New York

Agreement made as of , between GOLUB CAPITAL BDC, INC., a Delaware corporation, with offices at 150 South Wacker Drive, Suite 800, Chicago, Illinois 60606 (“Company”), and , a corporation, with offices at (“Warrant Agent”).

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MASTER LOAN SALE AGREEMENT by and among Golub Capital BDC, Inc., as the Seller, GOLUB CAPITAL BDC CLO 4 DEPOSITOR LLC, as the Intermediate Seller, and GOLUB CAPITAL BDC CLO 4 LLC, as the Buyer Dated as of August 26, 2020
Master Loan Sale Agreement • September 1st, 2020 • GOLUB CAPITAL BDC, Inc.

THIS MASTER LOAN SALE AGREEMENT, dated as of August 26, 2020 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is among GOLUB CAPITAL BDC, INC., a Delaware corporation (in its capacity as seller hereunder, together with its successors and assigns, the “Seller”), GOLUB CAPITAL BDC CLO 4 DEPOSITOR LLC, a Delaware limited liability company (together with its successors and assigns in its capacity as the intermediate seller hereunder, the “Intermediate Seller”), and GOLUB CAPITAL BDC CLO 4 LLC, a Delaware limited liability company (together with its successors and assigns, the “Buyer”).

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MASTER LOAN SALE AGREEMENT by and among Golub Capital BDC, Inc., as the Seller, GC Advisors LLC, as the Closing Date Seller, Golub Capital BDC CLO 4 LLC, as the Buyer, and GCIC Funding LLC, as Warehouse Borrower Dated as of August 26, 2020
Master Loan Sale Agreement • September 1st, 2020 • GOLUB CAPITAL BDC, Inc.

THIS MASTER LOAN SALE AGREEMENT, dated as of August 26, 2020 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is among GOLUB CAPITAL BDC, INC., a Delaware 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 CLO 4 LLC, a Delaware limited liability company (together with its successors and assigns, the “Buyer), and GCIC FUNDING LLC, a Delaware limited liability company (together with its successors and assigns, the “Warehouse Borrower”).

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REVOLVING LOAN AGREEMENT Dated as of June 22, 2016
Revolving Loan Agreement • August 3rd, 2016 • Golub Capital BDC, Inc. • New York

Golub Capital BDC, Inc., a Delaware corporation (the “Borrower”), and GC Advisors LLC, a Delaware limited liability company (the “Lender”), agree as follows (with capitalized terms not otherwise defined herein having the meanings ascribed to them in Section 17):

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SECOND SUPPLEMENTAL INDENTURE
Indenture • February 24th, 2021 • GOLUB CAPITAL BDC, Inc. • New York

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of February 24, 2021, is between Golub Capital BDC, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Base Indenture (as defined below).

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GOLUB CAPITAL BDC 2010-1 LLC NOTES PURCHASE AGREEMENT
Purchase Agreement • July 16th, 2010 • Golub Capital BDC, Inc. • New York
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GOLUB CAPITAL BDC, INC. (Issuer) and U.S. Bank National Association (Trustee) Indenture Dates as of , Providing for the Issuance of Debt Securities
Golub Capital BDC, Inc. • June 7th, 2011 • New York
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EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • August 28th, 2015 • Golub Capital BDC, Inc. • New York
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THIRD SUPPLEMENTAL INDENTURE between GOLUB CAPITAL BDC, INC. and as Trustee Dated as of August 3, 2021 THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • August 3rd, 2021 • GOLUB CAPITAL BDC, Inc. • New York

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of August 3, 2021, is between Golub Capital BDC, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Base Indenture (as defined below).

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FIRST SUPPLEMENTAL INDENTURE between GOLUB CAPITAL BDC, INC. and as Trustee Dated as of October 2, 2020 FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • October 5th, 2020 • GOLUB CAPITAL BDC, Inc. • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of October 2, 2020, is between Golub Capital BDC, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Base Indenture (as defined below).

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MASTER LOAN SALE AGREEMENT among GOLUB CAPITAL BDC, INC., as the Originator, GOLUB CAPITAL BDC 2010-1 HOLDINGS LLC, as the Depositor, and GOLUB CAPITAL BDC 2010-1 LLC, as the Issuer Dated as of July 16, 2010
Master Loan Sale Agreement • July 16th, 2010 • Golub Capital BDC, Inc. • New York

THIS MASTER LOAN SALE AGREEMENT, dated as of July 16, 2010 (as amended, modified, restated, or supplemented from time to time, this “Agreement”), is made by and among GOLUB CAPITAL BDC INC., a Delaware corporation (together with its successors and assigns in such capacity, the “Originator”), GOLUB CAPITAL BDC 2010-1 HOLDINGS LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Depositor”), and GOLUB CAPITAL BDC 2010-1 LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Issuer”).

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SENIOR LOAN FUND LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • June 7th, 2013 • Golub Capital BDC, Inc. • Illinois

This Limited Liability Company Agreement, dated as of May 31, 2013, is entered into by and between Golub Capital BDC, Inc. and United Insurance Company of America (collectively, the “Members”).

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GOLUB CAPITAL BDC, INC. Shares of Common Stock, $0.001 par value per share EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • October 10th, 2023 • GOLUB CAPITAL BDC, Inc. • New York
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U.S. $15,000,000 CREDIT AGREEMENT by and among GOLUB CAPITAL BDC, INC., as the Servicer GOLUB CAPITAL BDC REVOLVER FUNDING LLC, as the Borrower EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as the Lenders and THE PRIVATEBANK AND TRUST COMPANY,...
Credit Agreement • November 27th, 2013 • Golub Capital BDC, Inc. • New York

THIS CREDIT AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of this November 22, 2013, by and among:

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SUBSCRIPTION AND INFORMATION AGENT AGREEMENT
Subscription and Information Agent Agreement • April 7th, 2020 • GOLUB CAPITAL BDC, Inc. • New York

This Subscription and Information Agent Agreement (the “Agreement”) is entered into as of this 30th day of March (the “Effective Date”) by and between, Golub Capital BDC, Inc., organized and existing under the laws of Delaware (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Company having its principal offices in Edgewood, New York (“Broadridge”).

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PURCHASE AND SALE AGREEMENT by and between GOLUB CAPITAL BDC FUNDING II LLC, as the Purchaser and Golub CAPITAL BDC, INC., as the Transferor Dated as of February 1, 2019
Purchase and Sale Agreement • February 7th, 2019 • GOLUB CAPITAL BDC, Inc.

THIS PURCHASE AND SALE AGREEMENT, dated as of February 1, 2019, by and between Golub Capital BDC, Inc., a Delaware limited liability company, as the seller (the “Transferor”) and Golub Capital BDC Funding II LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).

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AGREEMENT AND PLAN OF MERGER among GOLUB CAPITAL BDC, INC., FIFTH AVE SUBSIDIARY INC., GOLUB CAPITAL INVESTMENT CORPORATION GC ADVISORS LLC and GOLUB CAPITAL LLC (solely for purposes of Section 1.9)
Agreement and Plan of Merger • November 28th, 2018 • GOLUB CAPITAL BDC, Inc. • Maryland

AGREEMENT AND PLAN OF MERGER, dated as of November 27, 2018 (this “Agreement”), among Golub Capital Investment Corporation, a Maryland corporation (“GCIC”), Golub Capital BDC, Inc., a Delaware corporation (“GBDC”), Fifth Ave Subsidiary Inc., a Maryland corporation and wholly-owned direct Consolidated Subsidiary of GBDC (“Merger Sub”), GC Advisors LLC, a Delaware limited liability company (“GC Advisors”) and, solely for purposes of Section 1.9, Golub Capital LLC.

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LOAN SALE AGREEMENT by and between GOLUB CAPITAL BDC CLO 2014 LLC, as the Purchaser and GOLUB CAPITAL BDC, INC., as the Seller Dated as of June 5, 2014
Loan Sale Agreement • June 6th, 2014 • Golub Capital BDC, Inc.

THIS LOAN SALE AGREEMENT, dated as of June 5, 2014, by and between GOLUB CAPITAL BDC, INC., a Delaware corporation, as the seller (the “Seller”) and GOLUB CAPITAL BDC CLO 2014 LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).

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AGREEMENT AND PLAN OF MERGER among GOLUB CAPITAL BDC, INC., PARK AVENUE SUBSIDIARY INC., GOLUB CAPITAL BDC 3, INC., GC ADVISORS LLC and (solely for purposes of Section 1.9) GOLUB CAPITAL LLC Dated as of January 16, 2024
Agreement and Plan of Merger • January 17th, 2024 • GOLUB CAPITAL BDC, Inc. • Maryland

AGREEMENT AND PLAN OF MERGER, dated as of January 16, 2024 (this “Agreement”), among Golub Capital BDC, Inc., a Delaware corporation (“GBDC”), Park Avenue Subsidiary Inc., a Maryland corporation and wholly-owned direct Consolidated Subsidiary of GBDC (“Merger Sub”), Golub Capital BDC 3, Inc., a Maryland corporation (“GBDC 3”), GC Advisors LLC, a Delaware limited liability company (“GC Advisors”) and, solely for purposes of Section 1.9, Golub Capital LLC.

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SECURITY AGREEMENT
Security Agreement • July 23rd, 2018 • GOLUB CAPITAL BDC, Inc. • New York

THIS SECURITY AGREEMENT (together with all amendments, supplements and other modifications, if any, from time to time made hereto, this “Security Agreement”), dated as of July 20, 2018 made by and among Golub Capital BDC 2010-1 LLC, a Delaware limited liability company (the “Borrower”), Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”) and U.S. Bank National Association, as collateral agent (the “Collateral Agent”).

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INDENTURE by and between Golub Capital BDC CLO 4 LLC, Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee and Collateral Agent Dated as of August 26, 2020
GOLUB CAPITAL BDC, Inc. • September 1st, 2020 • New York

INDENTURE, dated as of August 26, 2020, between GOLUB CAPITAL BDC CLO 4 LLC, a limited liability company formed under the laws of the State of Delaware (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”) and as collateral agent (herein, together with its permitted successors and assigns in such capacity, the “Collateral Agent”).

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SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT (Golub Capital BDC Funding LLC)
Loan and Servicing Agreement • December 18th, 2017 • GOLUB CAPITAL BDC, Inc. • New York

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, dated as of December 14, 2017 (this “Amendment”), is entered into by and among GOLUB CAPITAL BDC Funding LLC, as the Borrower (the “Borrower”), GOLUB CAPITAL BDC, INC., as the Transferor and the Servicer, the Institutional Lenders identified on the signature pages hereto, WELLS FARGO BANK, N.A., as the Swingline Lender, WELLS FARGO BANK, N.A., as the Collateral Agent, the Account Bank and the Collateral Custodian, and WELLS FARGO BANK, N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”).

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SEVENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT (Golub Capital BDC Funding LLC)
Loan and Servicing Agreement • March 18th, 2013 • Golub Capital BDC, Inc. • New York

THIS SEVENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of March 8, 2013 (this “Amendment”), is entered into by and among GOLUB CAPITAL BDC Funding LLC, as the Borrower (the “Borrower”), GOLUB CAPITAL BDC, INC., as the Transferor and the Servicer, the Institutional Lender identified on the signature pages hereto, WELLS FARGO BANK, N.A., as the Collateral Agent, the Account Bank and the Collateral Custodian, and WELLS FARGO SECURITIES, LLC, as the Administrative Agent (in such capacity, the “Administrative Agent”).

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CREDIT FACILITY TERMINATION AGREEMENT
Credit Facility Termination Agreement • November 17th, 2015 • Golub Capital BDC, Inc. • New York

THIS CREDIT FACILITY TERMINATION AGREEMENT (this “Termination Agreement”), dated as of October 21, 2015, is entered into by and among GOLUB CAPITAL BDC REVOLVER FUNDING LLC, an Delaware limited liability company (the “Borrower”), GOLUB CAPITAL BDC, INC., a Delaware corporation (the “Servicer”), U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), a national banking association, and THE PRIVATEBANK AND TRUST COMPANY (“PrivateBank”), an Illinois banking association. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Credit Agreement (as defined below).

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SUPPLEMENTAL INDENTURE NO. 1 to the INDENTURE dated as of June 5, 2014 by and between GOLUB CAPITAL BDC CLO 2014 LLC, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
Supplemental Indenture • April 27th, 2018 • GOLUB CAPITAL BDC, Inc. • New York

This SUPPLEMENTAL INDENTURE NO. 1 dated as of March 23, 2018 (this “Supplemental Indenture”) to the Indenture dated as of June 5, 2014 (as further amended, modified or supplemented, the “Indenture”) is entered into between GOLUB CAPITAL BDC CLO 2014 LLC, a limited liability company formed under the laws of the State of Delaware (the “Issuer”), and Wells Fargo Bank, National Association, as trustee under the Indenture (together with its successors in such capacity, the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture.

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