Exhibit 10.8


 


EXECUTION COPY


 


Dated as of April 7, 2015


 


BDCA HELVETICA FUNDING, LTD.,


as Issuer


 


U.S.
BANK NATIONAL ASSOCIATION,


as Trustee


 


U.S.
BANK NATIONAL ASSOCIATION,


as Custodian


 





 



 


ACCOUNT
CONTROL AGREEMENT


 





 






 





 




    	 



    	 



    

 


Contents


 


	Section	Page
	 	 	 
	1.	Interpretation	1
	 	 	 
	2.	Appointment of Custodian	2
	 	 	 
	3.	The Accounts	2
	 	 	 
	4.	The Custodian	4
	 	 	 
	5.	Indemnity, limitation on damages, expenses, fees, etc	5
	 	 	 
	6.	Representations	7
	 	 	 
	7.	Transfer	7
	 	 	 
	8.	Termination	8
	 	 	 
	9.	Miscellaneous	8
	 	 	 
	10.	Notices	10
	 	 	 
	11.	Governing law and jurisdiction	10
	 	 	 
	12.	Definitions	11


 




    	 



    	 



    

 


ACCOUNT
CONTROL AGREEMENT


 


THIS ACCOUNT CONTROL AGREEMENT,
dated as of April 7, 2015 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with
the terms hereof, this Agreement), is entered into by and between BDCA Helvetica Funding, Ltd., an
exempted company incorporated with limited liability under the law of the Cayman Islands (the Issuer); U.S.
Bank National Association, as trustee (in such capacity, together with any permitted successors in such capacity, the Trustee)
under the Indenture referred to below; and U.S. Bank National Association (the Bank), as securities intermediary,
bank and custodian (collectively, in such capacities, together with any permitted successors in such capacity, the Custodian).


 


In consideration of the mutual agreements
hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


Interpretation


 


		1.(a)	Definitions. The terms defined
                                         in Section 12 will have the meanings therein specified for the purpose of this Agreement.
                                         Capitalized terms used but not defined herein shall have the respective meanings given
                                         to them in the Indenture dated as of April 7, 2015 (as amended, supplemented, restated
                                         and otherwise modified from time to time, the Indenture) between the Issuer
                                         and U.S. Bank National Association, as Trustee.



 


		(b)	Rules of Construction. Unless
                                         the context otherwise clearly requires: (i) the definitions of terms herein shall
                                         apply equally to the singular and plural forms of the terms defined; (ii) whenever
                                         the context may require, any pronoun shall include the corresponding masculine, feminine
                                         and neuter forms; (iii) the words "include", "includes" and
                                         "including" shall be deemed to be followed by the phrase "without limitation";
                                         (iv) the word "will" shall be construed to have the same meaning and effect
                                         as the word "shall"; (v) any definition of or reference to any agreement,
                                         instrument or other document herein shall be construed as referring to such agreement,
                                         instrument or other document as from time to time amended, supplemented or otherwise
                                         modified (subject to any restrictions on such amendments, supplements or modifications
                                         set forth herein); (vi) any reference herein to any Person shall be construed to
                                         include such Person's successors and assigns; (vii) the words "herein",
                                         "hereof" and "hereunder", and words of similar import, shall be construed
                                         to refer to this Agreement in its entirety and not to any particular provision hereof;
                                         and (viii) all references herein to Sections and Schedules shall be construed to
                                         refer to Sections of, and Schedules to, this Agreement.



 






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Appointment of Custodian


 


2.           On the terms and subject to the
conditions of this Agreement, and pursuant to Section 3.2(a) of the Indenture, the Issuer hereby appoints the Bank as custodian,
bank and securities intermediary hereunder, with its address at One Federal Street, 3rd Floor, Boston, MA 02110, Attention:
Global Corporate Trust Services. The Bank hereby accepts such appointment and agrees to abide by the terms and conditions of the
Indenture as it relates to the Custodian.


 


The Accounts


 


		3.(a)	Status of Accounts and Relationship
                                         of Parties. The Custodian represents and agrees that:



 


		(i)	it has established and is maintaining
                                         on the books and records of its office the following accounts:



 


		(A)	account number: 173673-700, designated
                                         the Custodial Account;



 


		(B)	account number: 173673-200, designated
                                         the Payment Account;



 


		(C)	account number: 173673-201, designated
                                         the Interest Collection Subaccount,



 


		(D)	account number: 173673-202, designated
                                         the Principal Collection Subaccount, and together with the Interest Collection Subaccount,
                                         the Collection Account; and



 


		(E)	account number: 173673-300, designated
                                         the Expense Account;



 


(said accounts,
together with any replacements thereof or substitutions therefor and all sub-accounts thereunder, individually, an Account
and, collectively, the Accounts); and


 


		(ii)	each of the Accounts is intended to be a "securities
account" (within the meaning of Section 8-501(a) of the UCC) in respect of which the Custodian is a "securities
intermediary" (within the meaning of Section 8-102(a)(14) of the UCC) and the Issuer is the sole "entitlement holder"
(within the meaning of Section 8-102(a)(7) of the UCC) of the "security entitlement" (within the meaning of Section
8-102(a)(17) of the UCC) with respect to each "financial asset" (within the meaning of Section 8-102(a)(9) of the UCC)
standing to the credit of such Account.



 






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		(b)	Treatment of Property as Financial
                                         Assets. The Custodian hereby agrees that each item of property (whether cash, a security,
                                         an instrument or any other property whatsoever) credited to each of the Accounts shall
                                         be treated as a "financial asset" (within the meaning of Section 8-102(a)(9)
                                         of the UCC); provided that, notwithstanding any term hereof or elsewhere to the
                                         contrary, it is hereby expressly acknowledged that the Issuer has acquired, and may from
                                         time to time receive, interests in bank loans, participations therein or letters of credit
                                         (collectively Loan Assets) which are not evidenced by, or accompanied by
                                         delivery of, a "security" (as that term is defined in UCC Section 8-102(a)(15))
                                         or an "instrument" (as that term is defined in Section 9-102(a)(47) of the
                                         UCC), and may be evidenced solely by delivery to the Custodian of a facsimile copy of
                                         an assignment agreement (a Loan Assignment Agreement) in favor of the Issuer,
                                         as assignee and that any such Loan Assignment Agreement (and the registration of the
                                         related Loan Asset on the books and records of the applicable obligor or bank agent)
                                         shall be registered in the name of the Issuer and (iii) if and to the extent any Loan
                                         Assets are credited to any Account described herein, any duty on the part of the Custodian
                                         to maintain such financial asset shall be limited to the exercise of reasonable care
                                         by the Custodian in the physical custody of any such Loan Assignment Agreement that may
                                         be delivered to it; provided that the Custodian shall be deemed to have exercised
                                         reasonable care with respect to the custody of any such Loan Assignment Agreement if
                                         it takes such action with respect to any such Loan Assignment Agreement as the Issuer
                                         instructs. It is hereby further expressly acknowledged and agreed that, notwithstanding
                                         anything to the contrary appearing herein or elsewhere, the Custodian is under no duty
                                         or obligation to examine any underlying credit agreements or loan documents with respect
                                         to any Loan Asset to determine the validity or sufficiency of any Loan Assignment Agreement
                                         and the Custodian shall not otherwise be responsible for the Issuer’s title to
                                         any such Loan Assets that may be credited to an Account.



 


		(c)	Actions Upon Instructions. The
                                         Custodian, as securities intermediary, agrees that, with respect to the Accounts (i)
                                         the Custodian shall only comply with "entitlement orders" (within the meaning
                                         of Section 8-102(a)(8) of the UCC) originated by the Trustee without further consent
                                         by the Issuer; and (ii) the Custodian shall not agree, subject to the foregoing, with
                                         any Person to act on "entitlement orders" (within the meaning of Section 8-102(a)(8)
                                         of the UCC) or other instructions originated by any Person other than the Trustee.



 


		(d)	Form of Securities, Instruments,
                                         Etc. All securities and other financial assets credited to any of the Accounts that
                                         are in registered form or that are payable to or to the order of shall be (i) registered
                                         in the name of, or payable to or to the order of, the Custodian; (ii) indorsed to
                                         or to the order of the Custodian or in blank; or (iii) credited to another securities
                                         account maintained in the name of the Custodian and subject to control arrangements substantially
                                         similar to those hereunder; and in no case will any financial asset credited to any of
                                         the Accounts be registered in the name of, or payable to or to the order of, the Issuer
                                         or indorsed to or to the order of the Issuer, except to the extent the foregoing have
                                         been specially indorsed to or to the order of the Custodian or in blank or as except
                                         as otherwise provided for herein.



 






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		(e)	Securities Intermediary's Jurisdiction.
                                         The Custodian agrees that its "securities intermediary's jurisdiction" (within
                                         the meaning of Section 8-110(e) of the UCC), with respect to each Account and the
                                         securities account sub-account thereof, is the State of New York.



 


		(f)	Not a Clearing Corporation.
                                         The Custodian is not a "clearing corporation" (within the meaning of Section
                                         8-102(a)(5) of the UCC) and is a "bank" (within the meaning of Section 9-102(a)(8)
                                         of the UCC).



 


		(g)	Conflicts with other Agreements.
                                         The Custodian agrees that, if there is any conflict between this Agreement and any other
                                         agreement relating to any of the Accounts, the provisions of this Agreement, including
                                         any governing law clause, shall control.



 


		(h)	Credit to Accounts. The Custodian
                                         agrees that all securities and other property delivered to it pursuant to the Indenture
                                         shall be promptly credited to the appropriate Account.



 


The Custodian


 


		4.(a)	No Change to Accounts. Without
                                         prior written notice to the Issuer and the Trustee, the Custodian will not change the
                                         account number or designation of any Account.



 


		(b)	Certain Information. The Custodian
                                         shall promptly notify the Trustee upon receipt by the Custodian of written notice that
                                         any Person asserts or seeks to assert a lien, encumbrance or adverse claim against any
                                         portion or all of the property credited to any of the Accounts. The Custodian will send
                                         copies of all statements and confirmations that it may receive for each of the Accounts
                                         simultaneously to the Issuer and the Trustee.



 


		(c)	Subordination. The Custodian
                                         hereby subordinates to the security interest of the Trustee in the Accounts, in all property
                                         credited thereto and in all security entitlements with respect to such property, any
                                         and all statutory, regulatory, contractual or other rights now or hereafter existing
                                         in favor of the Custodian over or with respect to the Accounts, all property credited
                                         thereto and all security entitlements to such property (including (i) any and all
                                         contractual rights of set-off, lien or compensation; (ii) any and all statutory
                                         or regulatory rights of pledge, lien, set-off or compensation; (iii) any and all
                                         statutory, regulatory, contractual or other rights to put on hold, block transfers from
                                         or fail to honor instructions of the Trustee with respect to the Accounts; or (iv) any
                                         and all statutory or other rights to prohibit or otherwise limit the pledge, assignment,
                                         collateral assignment or granting of any type of security interest in the Accounts) provided
                                         that the Custodian may set-off the face amount of any checks which may have been
                                         credited to the Accounts but are subsequently returned unpaid because of uncollected
                                         or insufficient funds.



 






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		(d)	Limitation on Liability. The
                                         Custodian shall not have any duties or obligations except those expressly set forth herein.
                                         Without limiting the generality of the foregoing, the Custodian shall not be subject
                                         to any fiduciary or other implied duties, and the Custodian shall not have any duty to
                                         take any discretionary action or exercise any discretionary powers. None of the Custodian,
                                         any Affiliate of the Custodian, or any officer, agent, stockholder, partner, member,
                                         director or employee of the Custodian or any Affiliate of the Custodian shall have any
                                         liability, whether direct or indirect and whether in contract, tort or otherwise, (i) for
                                         any action taken or omitted to be taken by any of them hereunder or in connection herewith
                                         unless there has been a final judicial determination that such act or omission was
                                         performed or omitted in bad faith or constituted gross negligence, fraud or willful misconduct
                                         or (ii) for any action taken or omitted to be taken by the Custodian at the express
                                         direction of the Issuer or the Trustee in accordance with the terms hereof. In addition,
                                         the Custodian shall have no liability for making any investment or reinvestment of any
                                         cash balance in the Accounts as instructed by the Trustee. The liabilities of the Custodian
                                         shall be limited to those expressly set forth in this Agreement. With the exception of
                                         this Agreement, the Custodian is not responsible for or chargeable with knowledge of
                                         any terms or conditions contained in any agreement referred to herein. In no event shall
                                         the Custodian be under any obligation to advance or risk its own funds.



 


		(e)	Reliance. The Custodian shall
                                         be entitled to rely upon, and shall not incur any liability for relying upon, any notice,
                                         request, certificate, consent, statement, instrument, document or other writing delivered
                                         to the Custodian under or in connection with this Agreement and believed by it to be
                                         genuine and to have been signed or sent by the proper Person. The Custodian may consult
                                         with legal counsel, Independent accountants and other experts selected by it, and shall
                                         not be liable for any action taken or not taken by it in accordance with the advice of
                                         any such counsel, accountants or experts.



 


Indemnity, limitation
on damages, expenses, fees, etc.


 


		5.(a)	Indemnity. Subject always
                                         to Section 9(i), the Issuer hereby indemnifies and holds harmless the Custodian, its
                                         Affiliates and their respective officers, directors, employees, representatives and agents
                                         (collectively referred to for the purposes of this Section 5(a) as the Custodian),
                                         against any loss, claim, damage, expense (including, without limitation, reasonable attorneys’
                                         fees and expenses) or liability, joint or several, or any action in respect thereof,
                                         to which the Custodian may become subject, whether commenced or threatened, insofar as
                                         such loss, claim, damage, expense, liability or action arises out of or is based upon
                                         the execution, delivery or performance of this Agreement, but excluding any such loss,
                                         claim, damage, expense, liability or action arising out of the bad faith, gross negligence,
                                         fraud or willful misconduct of the Custodian, and shall reimburse the Custodian promptly
                                         upon demand for any legal or other expenses reasonably incurred by the Custodian in connection
                                         with investigating or preparing to defend or defending against or appearing as a third
                                         party witness in connection with any such loss, claim, damage, expense, liability or
                                         action as such expenses are incurred. The indemnification and agreement set forth in
                                         this Section 5(a) shall survive the termination of this Agreement.



 






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		(b)	Limitation on Damages. 
                                         No claim may be made by the Issuer against the Custodian or the Trustee or any officer,
                                         agent, stockholder, partner, member, director or employee of either of them for any special,
                                         indirect, consequential or punitive damages (including lost profits) in respect of any
                                         claim for breach of contract or any other theory of liability arising out of or relating
                                         to this Agreement or the transactions contemplated hereby or any act, omission or event
                                         occurring in connection therewith, and the Issuer hereby waives, releases and agrees
                                         not to sue upon any claim for any such damages, whether or not accrued and whether or
                                         not known or suspected to exist in its favor.



 


		(c)	Expenses and Fees. To the extent
                                         that funds are available therefor in accordance with the Indenture and subject to Section
                                         9(i) hereof, the Issuer shall be responsible for, and hereby agrees to pay, all reasonable
                                         costs and expenses incurred by the Custodian and the Trustee in connection with the establishment
                                         and maintenance of the Accounts, including the Custodian's customary fees and expenses,
                                         any costs or expenses incurred by the Custodian as a result of conflicting claims or
                                         notices involving the parties hereto, including the fees and expenses of its internal
                                         and external legal counsel, and all other costs and expenses incurred in connection with
                                         the execution, administration or enforcement of this Agreement including reasonable attorneys'
                                         fees and costs, whether or not such enforcement includes the filing of a lawsuit.



 


		(d)	Administrative Expenses.  The
                                         amounts set forth in Sections 5(a), (b) and (c) above shall constitute Administrative
                                         Expenses under the Indenture and shall only be paid in accordance with the Indenture
                                         and the Equity Contribution Agreement. In the event that the Issuer fails to pay any
                                         amount on the date when due under this Agreement because sufficient funds are not then
                                         available to pay such amounts in accordance with the Indenture, (i) the Issuer shall
                                         not be deemed to have failed to pay such amount (and a default shall not be deemed to
                                         have occurred hereunder as the result thereof) unless the Issuer fails to pay such amount
                                         on the date on which sufficient funds are available such that it could be paid pursuant
                                         to the Indenture (unless such failure results from the failure of the Trustee to distribute
                                         such available funds in accordance with the Indenture) or unless the Sole Member fails
                                         to contribute pursuant to the Equity Contribution Agreement and (ii) the Trustee and
                                         the Bank will continue to serve as Trustee and Custodian hereunder.



 






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Representations


 


		6.	The Custodian represents to the Trustee that:



 


		(a)	Status. It is duly organized
                                         and validly existing under the laws of the United States.



 


		(b)	Powers. It has the power to
                                         execute this Agreement and any other documentation relating to this Agreement to which
                                         it is a party, to deliver this Agreement and any other documentation relating to this
                                         Agreement that it is required by this Agreement to deliver and to perform its obligations
                                         under this Agreement and has taken all necessary action to authorize such execution,
                                         delivery and performance; and this Agreement has been, and each other such document will
                                         be, duly executed and delivered by it.



 


		(c)	No Violation or Conflict. Such
                                         execution, delivery and performance do not violate or conflict with any law applicable
                                         to it, any provision of its constitutional documents, any order or judgment of any court
                                         or other agency of government applicable to it or any of its assets or any contractual
                                         restriction binding on or affecting it or any of its assets.



 


		(d)	Consents. All governmental and
                                         other consents that are required to have been obtained by it with respect to this Agreement
                                         have been obtained and are in full force and effect and all conditions of any such consents
                                         have been complied with.



 


		(e)	Obligations Binding. Its obligations
                                         under this Agreement constitute its legal, valid and binding obligations, enforceable
                                         in accordance with their respective terms (subject to applicable bankruptcy, receivership,
                                         conservatorship, reorganization, insolvency, moratorium or similar laws affecting creditors'
                                         rights generally and subject, as to enforceability, to equitable principles of general
                                         application (regardless of whether enforcement is sought in a proceeding in equity or
                                         at law)).



 


Transfer


 


7.           Neither this Agreement nor any interest
or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by any party without the
prior written consent of each other party, except that:


 


		(a)	a party may make such a transfer of
                                         this Agreement pursuant to a consolidation or amalgamation with, or merger with or into,
                                         or transfer of all or substantially all its assets to, another Person (but without prejudice
                                         to any other right or remedy under any other agreement); and



 






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		(b)	the Trustee may transfer all of its
                                         interests and obligations in and under this Agreement to a successor trustee under the
                                         Indenture; provided that, the Custodian shall have no obligation to comply with
                                         any notice, request, certificate, consent, statement, instrument, document or other writing
                                         delivered by such successor trustee until the Custodian receives such evidence thereof
                                         as the Custodian may reasonably require.



 


Any purported
transfer that is not in compliance with this Section 7 will be void.


 


Termination


 


8.           The rights and powers granted herein
to the Trustee have been granted in order to perfect its security interest in the Accounts and the cash and financial assets credited
thereto, are powers coupled with an interest and will neither be affected by the bankruptcy of the Issuer nor by the lapse of
time. The obligations of the Custodian shall continue in effect until the security interests of the Trustee in the Accounts have
been terminated pursuant to the terms of the Indenture and the Trustee has notified the Custodian of such termination in writing.
Upon the written instruction of the Trustee, the Custodian shall close the Account or Accounts specified in such instruction and
disburse to the Issuer the balance of any assets therein, and the security interest in such Account shall be terminated.


 


Miscellaneous


 


		9.(a)	Entire Agreement. This Agreement
                                         constitutes the entire agreement and understanding of the parties with respect to its
                                         subject matter and supersedes all oral communication and prior writings with respect
                                         thereto.



 


		(b)	Amendments. No amendment, modification
                                         or waiver in respect of this Agreement will be effective unless such amendment, modification
                                         or waiver is in writing (including a writing evidenced by a facsimile transmission) and
                                         executed by each of the parties hereto.



 


		(c)	Survival. All representations
                                         and warranties made in this Agreement or in any certificate or other document delivered
                                         pursuant to or in connection with this Agreement shall survive the execution and delivery
                                         of this Agreement or such certificate or other document (as the case may be) or any deemed
                                         repetition of any such representation or warranty. In addition, the rights of the Custodian
                                         under Section 4, the obligations of the Issuer under Section 5 and the provisions
                                         of Sections 9(i) and 9(j) shall survive the termination of this Agreement and the earlier
                                         removal or resignation of the Custodian.



 


		(d)	Benefit of Agreement. Subject
                                         to Section 7, this Agreement shall be binding upon and inure to the benefit of the
                                         Issuer, the Trustee and the Custodian and their respective successors and permitted assigns.



 






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		(e)	Counterparts. This Agreement
                                         (and each amendment, modification and waiver in respect of it) may be executed and delivered
                                         in counterparts (including by e-mail (PDF) or facsimile transmission), each of which
                                         will be deemed an original, and all of which together constitute one and the same instrument.
                                         Delivery of an executed counterpart of this Agreement by e-mail (PDF) or facsimile transmission
                                         shall be effective as delivery of a manually executed counterpart of this Agreement.



 


		(f)	No Waiver of Rights. A failure
                                         or delay in exercising any right, power or privilege in respect of this Agreement will
                                         not be presumed to operate as a waiver, and a single or partial exercise of any right,
                                         power or privilege will not be presumed to preclude any subsequent or further exercise,
                                         of that right, power or privilege or the exercise of any other right, power or privilege.



 


		(g)	Effect of Headings and Table of
                                         Contents. The headings and table of contents used in this Agreement are for convenience
                                         of reference only and are not to affect the construction of or to be taken into consideration
                                         in interpreting this Agreement.



 


		(h)	Severability. If any provision
                                         of this Agreement, or the application thereof to any party or any circumstance, is held
                                         to be unenforceable, invalid or illegal (in whole or in part) for any reason (in any
                                         jurisdiction), the remaining terms of this Agreement, modified by the deletion of the
                                         unenforceable, invalid or illegal portion (in any relevant jurisdiction), will continue
                                         in full force and effect, and such unenforceability, invalidity, or illegality will not
                                         otherwise affect the enforceability, validity or legality of the remaining terms of this
                                         Agreement so long as this Agreement as so modified continues to express, without material
                                         change, the original intentions of the parties as to the subject matter hereof and the
                                         deletion of such portion of this Agreement will not substantially impair the respective
                                         expectations of the parties or the practical realization of the benefits that would otherwise
                                         be conferred upon the parties.



 


		(i)	Limited Recourse. Notwithstanding
                                         anything to the contrary contained herein, the obligations of the Issuer hereunder are
                                         limited recourse obligations of the Issuer payable solely as Administrative Expenses
                                         in accordance with the Indenture and, following the realization of the Collateral and
                                         the application of the proceeds thereof applied in accordance with the provisions of
                                         the Indenture, whereupon all obligations of and all claims against the Issuer hereunder
                                         or arising in connection therewith shall be extinguished and shall not thereafter revive.
                                         Each of the Custodian and the Trustee further agrees that, except as so contemplated
                                         by the Indenture and the Equity Contribution Agreement, it will not have any recourse
                                         against the Issuer or any of its directors, officers, partners, shareholders, employees
                                         and agents for any such amounts. The provisions of this Section 9(i) shall survive the
                                         termination of this Agreement.



 






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		(j)	Non-Petition. Notwithstanding
                                         anything to the contrary herein or in any other agreement, each of the Trustee and the
                                         Custodian agrees not to institute against or join any Person in instituting against the
                                         Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation
                                         proceeding or other similar proceeding under Cayman Islands law, United States law or
                                         the laws of any other jurisdiction against the Issuer for any reason whatsoever, including
                                         the non-payment to the Trustee or the Custodian of any amounts owing to the Trustee or
                                         the Custodian under this Agreement, until the payment in full of all Notes issued under
                                         the Indenture and the expiration of a period equal to one year and one day or, if longer,
                                         the applicable preference period then in effect plus one day, following all such payments.
                                         The provisions of this Section 9(j) shall survive the termination of this Agreement.



 


Notices


 


		10.(a)	Effectiveness. Any notice
                                         or other communication in respect of this Agreement may be given in any manner set forth
                                         below to the address, number or email provided in Schedule I and will be deemed
                                         effective as indicated: (i) if in writing and delivered in person or by courier,
                                         on the date it is delivered; (ii) if sent by facsimile transmission, on the date
                                         that transmission is received by a responsible employee of the recipient in legible form
                                         (it being agreed that the burden of proving receipt will be on the sender and will not
                                         be met by a transmission report generated by the sender's facsimile machine); (iii) if
                                         sent by certified or registered mail (airmail, if overseas) or the equivalent (return
                                         receipt requested), on the date that mail is delivered or its delivery is attempted,
                                         unless the date of that delivery (or attempted delivery) or that receipt, as applicable,
                                         is not a Business Day or that communication is delivered (or attempted) or received,
                                         as applicable, after the close of business on a Business Day, in which case that communication
                                         shall be deemed given and effective on the first following day that is a Business Day;
                                         or (iv) if sent by email, on the date such email is received by the party recipient.



 


		(b)	Change of Addresses. Any party
                                         may by notice to the others change the address or facsimile number at which notices or
                                         other communications are to be given to it.



 


Governing law and jurisdiction


 


		11.(a)	Governing Law. This Agreement
                                         shall be construed in accordance with, and this Agreement and any matters arising out
                                         of or relating in any way whatsoever to this Agreement (whether in contract, tort or
                                         otherwise), shall be governed by, the law of the State of New York.



 






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		(b)	Jurisdiction. With respect to
                                         any suit, action or proceedings relating to this Agreement or any matter between the
                                         parties arising under or in connection with this Agreement (Proceedings),
                                         each party irrevocably: (i) submits to the non-exclusive jurisdiction of the Supreme
                                         Court of the State of New York sitting in the Borough of Manhattan and the United States
                                         District Court for the Southern District of New York, and any appellate court from any
                                         thereof; and (ii) waives any objection which it may have at any time to the laying
                                         of venue of any Proceedings brought in any such court, waives any claim that such Proceedings
                                         have been brought in an inconvenient forum and further waives the right to object, with
                                         respect to such Proceedings, that such court does not have any jurisdiction over such
                                         party. Subject to applicable law, the Issuer irrevocably consents to the service of any
                                         and all process in any Proceeding by the mailing or delivery of copies of such process
                                         to it at the office of the agent in New York set forth in Schedule I. Nothing in this
                                         Agreement precludes any of the parties from bringing Proceedings in any other jurisdiction,
                                         nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing
                                         of Proceedings in any other jurisdiction.



 


		(c)	Waiver of Jury Trial Right.
                                         EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
                                         LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDINGS. Each of the parties hereby
                                         (i) certifies that no representative, agent or attorney of any other parties has
                                         represented, expressly or otherwise, that such other parties would not, in the event
                                         of a Proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that
                                         it has been induced to enter into this Agreement by, among other things, the mutual waivers
                                         and certifications in this paragraph.



 


		(d)	Service of Process. Subject
                                         to applicable law, the parties irrevocably consent to service of process given in the
                                         manner provided for notices in Section 10. Nothing in this Agreement will affect the
                                         right of any party to serve process in any other manner permitted by law.



 


		(e)	Trustee. The Trustee shall have
                                         no duties under this Agreement other than those expressly set forth herein; and in entering
                                         into or in taking (or forbearing from) any action under or pursuant to this Agreement,
                                         the Trustee shall have and be protected by all of the rights, powers, immunities, indemnities
                                         and other protections granted to it under the Indenture.



 


Definitions


 


12.         Capitalized terms used but not
defined herein have the respective meanings given to such terms in the Indenture. As used in this Agreement:


 


Accounts has the meaning
specified in Section 3(a)(i).


 


consent includes a consent,
approval, action, authorization, exemption, notice, filing, registration or exchange control consent.


 


Indenture means the Indenture,
dated as of April 7, 2015 between the Issuer and the Trustee, as amended, supplemented and otherwise modified and in effect from
time to time.


 






    	11



    	 



    

 


law includes any treaty,
law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority)
and lawful and unlawful will be construed accordingly.


 


Loan Assets has the meaning
specified in Section 3(b).


 


Loan Assignment Agreement has
the meaning specified in Section 3(b). 


 


Proceedings has the meaning
specified in Section 11(b).


 




    	12



    	 



    


 


IN WITNESS WHEREOF the parties
have executed this Agreement as of the date first written above.


 


	BDCA HELVETICA FUNDING, LTD.,	 
	as Issuer	 
	 	 	 
	By:	/s/ Robert K. Grunewald	 
	Name: Robert K. Grunewald	 
	Title: Director	 


 


ISSUER ACCOUNT CONTROL
AGREEMENT 


 




    	 



    	 



    

 


	U.S. BANK NATIONAL ASSOCIATION,	 
	as Trustee	 
	 	 	 
	By:	/s/ Maria D. Calzado	 
	Name: Maria D. Calzado	 
	Title: Senior Vice President	 



 


ISSUER ACCOUNT CONTROL AGREEMENT


 








    	 



    	 



    

 


	U.S. BANK NATIONAL ASSOCIATION,	 
	as Custodian	 
	 	 	 
	By:	/s/ Maria D. Calzado	 
	Name: Maria D. Calzado	 
	Title: Senior Vice President	 


 


ISSUER ACCOUNT CONTROL AGREEMENT


 




    	 



    	 



    

 


SCHEDULE
I


 


Notice
Information


 


Issuer: 


 


BDCA Helvetica Funding, Ltd.


405 Park Avenue, Floor 3


New York, NY 10022


Attention: Bryan Cole/Christopher Masterson


Telephone: 212.415.6500


Facsimile: 212.421.5799


Email: bcole@bdca.com; cmasterson@bdca.com


 


Trustee:


 


U.S. Bank National Association


One Federal Street, 3rd Floor,


Boston, MA 02110


Attention: Global Corporate Trust Services – BDCA Helvetica
Funding, Ltd.


Telephone: 617.603.6538


Facsimile: 1.866.373.5984


 


Custodian:


 


U.S. Bank National Association


One Federal Street, 3rd Floor,


Boston, MA 02110


Attention: Global Corporate Trust Services – BDCA Helvetica
Funding, Ltd.


Telephone: 617.603.6538


Facsimile: 1.866.373.5984




 






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