Exhibit 10.24


 


EXECUTION VERSION


 


 



 


February 21, 2014


 


BDCA 2L FUNDING I, LLC,


as Pledgor


 


U.S. BANK NATIONAL ASSOCIATION,


as Secured Party


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


as Securities Intermediary


 


SECURITIES ACCOUNT CONTROL AGREEMENT


 


 



 



    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I	INTERPRETATION	1
	 	 	 
	ARTICLE II	APPOINTMENT OF SECURITIES INTERMEDIARY	2
	 	 	 
	ARTICLE III	THE SECURED ACCOUNTS	2
	 	 	 
	ARTICLE IV	THE SECURITIES INTERMEDIARY	5
	 	 	 
	ARTICLE V	INDEMNITY; LIMITATION ON DAMAGES; EXPENSES; FEES	9
	 	 	 
	ARTICLE VI	REPRESENTATIONS AND AGREEMENTS	10
	 	 	 
	ARTICLE VII	ADVERSE CLAIMS	11
	 	 	 
	ARTICLE VIII 	TRANSFER	11
	 	 	 
	ARTICLE IX	TERMINATION	11
	 	 	 
	ARTICLE X	MISCELLANEOUS	12
	 	 	 
	ARTICLE XI	NOTICES	13
	 	 	 
	ARTICLE XII	GOVERNING LAW AND JURISDICTION	13
	 	 	 
	ARTICLE XIII 	DEFINITIONS	14
	 	 	 
	ARTICLE XIV 	LIMITED RECOURSE; NO BANKRUPTCY PETITION	15


 




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SECURITIES ACCOUNT CONTROL
AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated
as of February 21, 2014, among BDCA 2L FUNDING I, LLC (the “Pledgor”), and U.S. BANK NATIONAL ASSOCIATION, as
Collateral Agent on behalf of the Secured Parties (each as defined in the Loan Agreement referred to below) (the “Secured
Party”) and as securities intermediary (in such capacity, the “Securities Intermediary”).


 


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:


 


ARTICLE I


 


INTERPRETATION


 


Section 1.          (a)          Definitions.
The terms defined in Section 13 will have the meanings therein specified for the purpose of this Agreement. In addition,
all terms used herein which are defined in the Loan Financing and Servicing Agreement (as amended, restated, supplemented or otherwise
modified from time to time, the “Loan Agreement”), dated as of the date hereof, among the Pledgor, as borrower,
the agents and lenders party thereto from time to time, Business Development Corporation of America, as equityholder and as servicer,
U.S. Bank National Association, as collateral agent and collateral custodian, and Deutsche Bank AG, New York Branch, as administrative
agent or in Article 8 or Article 9 of the UCC and which are not otherwise defined herein are used herein as so defined.


 


(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.


 




    	 



    	 



    

 


ARTICLE II


 


APPOINTMENT OF SECURITIES INTERMEDIARY


 


Section 2.          Each
of the Pledgor and the Secured Party hereby appoints the Securities Intermediary as securities intermediary hereunder. The Securities
Intermediary hereby accepts such appointment.


 


ARTICLE III


 


THE SECURED ACCOUNTS


 


Section 3.          (a)          Establishment
of Secured Accounts.   The Securities Intermediary acknowledges and agrees
that, at the direction and on behalf of the Secured Party, it has established and is maintaining on its books and records, in the
name of the Pledgor, (i) the securities account designated as the “Interest Collection Account” with account number
171758-201, (ii) the securities account designated as the “Principal Collection Account” with account number 171758-202,
(iii) the securities account designated as the “Reference Asset Account” with account number 171758-700 and (iv) the
securities account designated as the “Unfunded Exposure Account” with account number 171758-701 (such accounts, together
with any sub-accounts, replacements thereof or substitutions therefor, the “Secured Accounts”).


 


(b)          Status
of Secured Accounts; Treatment of Property as Financial Assets; Relationship of Parties. The Securities Intermediary
hereby agrees with the Pledgor and Secured Party that: (i) each Secured Account is a “securities account” (within
the meaning of Section 8-501(a) of the UCC) in respect of which the Securities Intermediary is a “securities intermediary”
(within the meaning of Section 8-102(a)(14) of the UCC), (ii) each item of property (whether cash, a security, an instrument or
any other property) credited to any Secured Account shall be treated as a “financial asset” (within the meaning of
Section 8-102(a)(9) of the UCC), provided that nothing herein shall require the Securities Intermediary to credit to the
Secured Accounts or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) or other asset in the
nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to “maintain” a sufficient quantity
thereof (within the meaning of Section 8-504 of the UCC), and (iii) each Secured Account and any rights or proceeds derived therefrom
are subject to a security interest in favor of the Secured Party arising under the Loan Agreement. The Pledgor and Secured Party
hereby direct the Securities Intermediary, subject to the terms of this Agreement, to identify the Secured Party on its books and
records as the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to each Secured Account
and the property held therein and the Securities Intermediary agrees to do the same. Notwithstanding any term hereof or elsewhere
to the contrary, it is hereby expressly acknowledged that (a) interests in bank loans or participations (collectively “Loan
Assets”) may be acquired and delivered by the Pledgor to the Securities Intermediary from time to time which are not
evidenced by, or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102) or an instrument (as that
term is defined in Section 9-102(a)(4a) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of
a facsimile copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Pledgor as assignee,
(b) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable
obligor or bank agent) shall be registered in the name of the Pledgor, and (c) any duty on the part of the Securities Intermediary
with respect to such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of
such Loan Asset for purposes UCC Section 8-504) shall be limited to the exercise of reasonable care by the Securities Intermediary
in the physical custody of any such Loan Assignment Agreement that may be delivered to it. It is acknowledged and agreed that the
Securities Intermediary is not under a duty to examine the underlying credit agreements or loan documents to determine the validity
or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof),
or for the Pledgor’s title to any related Loan Asset.


 




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(c)          The
Securities Intermediary will, by book-entry notation, promptly credit to the applicable Secured Account all property to be credited
thereto pursuant to the Loan Agreement.


 


(d)          Form
of Securities, Instruments, etc. All securities and other financial assets credited to any Secured Account 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 Securities
Intermediary, (ii) indorsed to or to the order of the Securities Intermediary or in blank, or (iii) credited to another securities
account maintained in the name of the Securities Intermediary; and in no case will any financial asset credited to any Secured
Account be registered in the name of, or payable to or to the order of, the Pledgor or any other person or indorsed to or to the
order of the Pledgor or any other person, except to the extent the foregoing have been specially indorsed to or to the order of
the Securities Intermediary or in blank.


 


(e)          Securities
Intermediary’s Jurisdiction. The Securities Intermediary agrees that, for the purposes of the UCC, its “securities
intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of the UCC) shall be the State of New York.


 


(f)          
Conflicts with other Agreements. The Securities Intermediary agrees that, if there is any conflict between this Agreement
(or any portion thereof) and any other agreement (whether now existing or hereafter entered into) relating to any Secured Account,
the provisions of this Agreement shall prevail.


 


(g)          No
Other Agreements. The Securities Intermediary hereby confirms and agrees that:


 


(i)           other
than the Loan Agreement and this Agreement, there are no other agreements entered into between the Securities Intermediary and
the Pledgor with respect to any Secured Account or any financial asset or security entitlement credited thereto;


 


(ii)         other
than the Loan Agreement and this Agreement, it has not entered into, and until the termination of this Agreement will not enter
into, any other agreement with any other Person (including the Pledgor) relating to any Secured Account and/or any financial asset
or security entitlement thereto (A) pursuant to which it has agreed or will agree to comply with entitlement orders (as defined
in Section 8-102(a)(8) of the UCC) of such other Person, or (B) with respect to the creation or perfection of any other security
interest in any Secured Account or any financial asset or security entitlement credited thereto; and


 




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(iii)        it
has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Pledgor or the Secured
Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth
in Section 3(h).


 


(h)          Transfer
Orders, Standing Instructions.


 


(i)          The
Pledgor, the Secured Party and the Securities Intermediary each agree that if at any time a Responsible Officer of the Securities
Intermediary shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the New York UCC) or
any other order relating to any Secured Account or any financial assets or security entitlements credited thereto (collectively,
a “Transfer Order”) originated by the Secured Party, the Securities Intermediary shall comply with such Transfer
Order without further consent by the Pledgor or any other Person.


 


(ii)         At
any time prior to the delivery to and receipt by the Securities Intermediary of a Notice of Exclusive Control or a Reference Account
Control Notice, as applicable, the Securities Intermediary shall comply with each Transfer Order it receives from the Pledgor or
on its behalf without the further consent of the Secured Party or any other Person; provided, in the event the Securities
Intermediary receives conflicting instructions from the Secured Party and the Pledgor, the Securities Intermediary shall follow
the instructions received from the Secured Party and not the instructions received from the Pledgor.


 


(iii)        Upon
receipt of a Notice of Exclusive Control by the Securities Intermediary in accordance with the notice requirements hereunder, and
until such Notice of Exclusive Control is withdrawn or rescinded by the Secured Party in writing, the Securities Intermediary shall
not comply with any Transfer Order it receives from the Pledgor with respect to the Secured Accounts (other than the Reference
Asset Account) and shall act solely upon Transfer Orders received from the Secured Party.


 


(iv)        Upon
receipt of a Reference Account Control Notice by the Securities Intermediary in accordance with the notice requirements hereunder,
and until such Reference Account Control Notice is withdrawn or rescinded by the Secured Party in writing, the Securities Intermediary
shall not comply with any Transfer Order it receives from the Pledgor with respect to the Reference Asset Account and shall act
solely upon Transfer Orders received from the Secured Party.


 


(v)         The
Secured Party hereby agrees with the Pledgor that it shall not deliver (A) a Notice of Exclusive Control, except after the occurrence
of a Facility Termination Event or (B) a Reference Account Control Notice except after the occurrence of a Reference Asset Control
Event.


 




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ARTICLE IV


 


THE SECURITIES INTERMEDIARY


 


Section 4.          (a)          Performance
of Duties. The Securities Intermediary may execute any of the powers hereunder or perform any of its duties hereunder directly
or by or through agents, attorneys or employees, and the Securities Intermediary shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed by it with due care. The Securities Intermediary shall be entitled to
consult with counsel with a national reputation in the applicable matter selected with due care and to act in reliance upon the
advice or written opinion of such counsel concerning matters pertaining to its duties hereunder, and shall not be liable for any
action taken or omitted to be taken by it in good faith in reliance upon and in accordance with the advice or opinion of such counsel.
Except as expressly provided herein, the Securities Intermediary shall not be under any obligation to exercise any of the rights
or powers vested in it by this Agreement at the request or direction of the Secured Party.


 


(b)          No
Change to Secured Accounts. Without the prior written consent of the Pledgor and, so long as any Obligations remain unpaid,
the Secured Party, the Securities Intermediary will not change the account number or designation of any Secured Account.


 


(c)          Certain
Information. The Securities Intermediary shall promptly notify the Pledgor and the Secured Party if a Responsible Officer of
the Securities Intermediary with direct responsibility for administration of this Agreement has actual knowledge of or receives
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 Secured Account. The Securities Intermediary will send copies of all statements, confirmations and other
correspondence relating to each Secured Account (and/or any financial assets credited thereto) simultaneously to the Pledgor and
the Secured Party. The Securities Intermediary will furnish to the Secured Party and the Pledgor, upon written request, an account
statement with respect to each Secured Account.


 


(d)          
Subordination. In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law
or otherwise a security interest in any of the Secured Accounts, or any financial asset credited thereto, the Securities Intermediary
hereby subordinates any such security interest therein to the security interest of the Secured Party in the Secured Accounts, in
all property credited thereto and in all security entitlements with respect to such property. Without limitation of the foregoing,
the Securities Intermediary hereby subordinates to such security interest of the Secured Party any and all statutory, regulatory,
contractual or other rights now or hereafter existing in favor of the Securities Intermediary over or with respect to any Secured
Account, 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 Pledgor with respect to any Secured Account, 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 any Secured Account), except the
Securities Intermediary may set off (i) the face amount of any checks that have been credited to any Secured Account but are subsequently
returned unpaid because of uncollected or insufficient funds and (ii) reversals or cancellations of payment orders and other electronic
fund transfers.


 




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(e)          Limitation
on Liability. The Securities Intermediary shall not have any duties or obligations except those expressly set forth herein
and shall satisfy those duties expressly set forth herein. Without limiting the generality of the foregoing, the Securities Intermediary
shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take
any discretionary action or exercise any discretionary powers. None of the Securities Intermediary, any Affiliate of the Securities
Intermediary, or any officer, agent, stockholder, partner, member, director or employee of the Securities Intermediary or any Affiliate
of the Securities Intermediary 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 such act or omission
constituted gross negligence, willful misconduct or bad faith, or (ii) for any action taken or omitted to be taken by the Securities
Intermediary in accordance with the terms hereof at the express direction of the Secured Party. In addition, the Securities Intermediary
shall have no liability for making any investment or reinvestment of any cash balance in any Secured Account, or holding amounts
uninvested in such accounts, pursuant to the terms of this Agreement. The liabilities of the Securities Intermediary shall be limited
to those expressly set forth in this Agreement (which shall not be construed to limit U.S. Bank National Association’s liability
in any of its other capacities under the Transaction Documents). The Securities Intermediary shall not be liable for any action
a Responsible Officer of the Securities Intermediary takes or omits to take in good faith that it reasonably believes to be authorized
or within its rights or powers hereunder. The Securities Intermediary shall not be deemed to have notice or knowledge of any Facility
Termination Event unless a Responsible Officer of the Securities Intermediary has actual knowledge thereof or unless written notice
thereof is received by a Responsible Officer of the Securities Intermediary. For the avoidance of doubt, to the extent permitted
by applicable law, the Securities Intermediary shall not be responsible for complying with Section 8-505(a) of the UCC. With the
exception of this Agreement (and relevant terms used herein and expressly defined in the Loan Agreement), the Securities Intermediary
(but, for the avoidance of doubt, not U.S. Bank National Association in any of its other capacities) is not responsible for or
chargeable with knowledge of any terms or conditions contained in any agreement referred to herein, including, but not limited
to, the Loan Agreement. The Securities Intermediary shall in no event be liable for the application or misapplication of funds
by any other person, or for the acts or omissions of any other person (including, without limitation, those of the Pledgor).


 




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(f)          
Reliance. The Securities Intermediary shall be entitled to conclusively rely upon, and shall not incur any liability for
relying upon, any notice, request, opinion, report, certificate, consent, statement, instrument, document or other writing including,
but not limited to, an electronic mail communication delivered to the Securities Intermediary under or in connection with this
Agreement and in good faith believed by it to be genuine and to have been signed or sent by the proper Person. The Securities Intermediary
may consult with legal counsel, independent accountants and other experts with a national reputation in the applicable matter selected
by it with due care, and shall not be liable for any action taken or not taken by the Securities Intermediary in good faith and
in accordance with the advice of any such counsel, accountants or experts. If at any time the Securities Intermediary requests
instruction with respect to any action or omission in connection with this Agreement, the Securities Intermediary shall be entitled
(without incurring any liability therefor to any person) to refrain from taking such action and continue to refrain from acting
unless and until the Securities Intermediary shall have received written instruction from the party from whom instruction was requested.
The reliances, protections, indemnities and immunities afforded to the Collateral Custodian in the Loan Agreement shall be afforded
to the Securities Intermediary as though fully set forth herein.


 


(g)          Court
Orders, etc. If at any time the Securities Intermediary is served with any judicial or administrative order, judgment, decree,
writ or other form of judicial or administrative process which in any way affects any Secured Account (including, but not limited
to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of any Secured
Account or any financial asset in any Secured Account), the Securities Intermediary is authorized to take such action as legal
counsel of its own choosing with a national reputation in the applicable matter advises appropriate to comply therewith; and if
the Securities Intermediary complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial
or administrative process, the Securities Intermediary will not be liable to any of the parties hereto or to any other person or
entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined
to have been without legal force or effect.


 


(h)          Successor
Securities Intermediary.


 


(i)           Merger.         Any
Person into whom the Securities Intermediary may be converted or merged, or with whom it may be consolidated, or to whom it may
sell or transfer its trust or other business and assets as a whole or substantially as a whole, or any Person resulting from any
such conversion, sale, merger, consolidation or transfer to which the Securities Intermediary is a party, shall (provided that
it is otherwise qualified to serve as the Securities Intermediary hereunder) be and become a successor Securities Intermediary
hereunder and be vested with all of the powers, immunities, privileges and other matters as was its predecessor without the execution
or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.


 


(ii)         Resignation.
The Securities Intermediary and any successor thereto may at any time resign by giving forty-five (45) days’ written notice
by registered, certified or express mail to the Secured Party and the Pledgor; provided that such resignation shall take
effect only upon the date which is the later of the effective date of the appointment of a successor Securities Intermediary acceptable
to the Secured Party and the Pledgor, as evidenced by their written consent and the acceptance in writing by such successor Securities
Intermediary of such appointment and of its obligation to perform its duties hereunder in accordance with the provisions hereof.
Subject to the preceding sentence, if on the 45th day after written notice of resignation is delivered by a resigning
party as described above no successor party or temporary successor Securities Intermediary has been appointed in accordance herewith,
the resigning party may petition a court of competent jurisdiction in New York City for the appointment of a successor.


 




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(i)          
Compensation and Reimbursement. The Pledgor agrees: (i) to pay to the Securities Intermediary its fees for all services
rendered by it hereunder; and (ii) to reimburse the Securities Intermediary upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Securities Intermediary in accordance with any provision of, or carrying out its duties and
obligations under, this Agreement (including the reasonable compensation and fees and the expenses and disbursements of its legal
counsel).


 


(j)          
Securities Intermediary and their Affiliates. U.S. Bank National Association and any of its Affiliates providing services
in connection with the transactions contemplated in the Transaction Documents shall have only the duties and responsibilities expressly
provided in its various capacities and shall not, by virtue of it or any Affiliate acting in any other capacity be deemed to have
duties or responsibilities other than as expressly provided with respect to each such capacity. U.S. Bank National Association
(or its Affiliates), in its various capacities in connection with the transactions contemplated in the Transaction Documents, including
as Securities Intermediary, may enter into business transactions, including the acquisition of investment securities as contemplated
by the Transaction Documents, from which it and/or such Affiliates may derive revenues and profits in addition to the fees stated
in the various Transaction Documents, without any duty to account therefor.


 


(k)          Force
Majeure.  In no event shall the Securities Intermediary be responsible
or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services, it being understood that the Securities Intermediary shall use reasonable best efforts
which are consistent with accepted practices in the banking industry to maintain performance and, if necessary, resume performance
as soon as practicable under the circumstances


 


(l)          
Perfection. The Securities Intermediary shall have no responsibility or liability for (i) preparing, recording, filing,
re-recording or refiling any financing statement, continuation statement, document, instrument or other notice in any public office
at any time or times, (ii) the correctness of any such financing statement, continuation statement, document or instrument or other
such notice, (iii) taking any action to perfect or maintain the perfection of any security interest granted to the Secured Party
or otherwise, or (iv) the validity or perfection of any such lien or security interest.


 


(m)          
Facsimile and Electronic Transmissions.   The Securities Intermediary
agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission
or other similar unsecured electronic methods, provided that any person providing such instructions or directions shall
provide to the Securities Intermediary an incumbency certificate listing such designated persons, which such incumbency certificate
shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Pledgor elects to give the Securities
Intermediary e-mail or facsimile instructions (or instructions by a similar electronic method), the Securities Intermediary’s
understanding of such instructions shall be deemed controlling. The Securities Intermediary shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Securities Intermediary’s reliance upon and compliance with such
instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Pledgor
agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Securities
Intermediary, including without limitation the risk of the Securities Intermediary acting on unauthorized instructions, and the
risk of interception and misuse by third parties.


 




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ARTICLE V


 


INDEMNITY; LIMITATION ON DAMAGES; EXPENSES;
FEES


 


Section 5.          (a)          Indemnity.         
(i) Subject to Section 5(a)(ii), the Pledgor hereby indemnifies and holds harmless the Securities Intermediary, its Affiliates
and their respective officers, directors, employees, representatives and agents (collectively referred to for the purposes of this
Section 5(a) as the Securities Intermediary), against any loss, claim, damage, expense or liability (including the reasonable
costs and expenses of defending against any claim of liability), or any action in respect thereof, to which the Securities Intermediary
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 or willful misconduct of the Securities Intermediary, and shall
reimburse the Securities Intermediary promptly upon demand for any reasonable and documented out-of-pocket legal or other expenses
reasonably incurred by the Securities Intermediary 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. No provision of this Agreement shall require the Securities Intermediary to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it. The obligations of the Pledgor under this clause (a) are referred to as the “Securities
Intermediary Indemnity”. The provisions of this section will survive the termination of this Agreement and the resignation
or removal of the Securities Intermediary.


 


(ii)         The
obligation of the Pledgor to pay any amounts in respect of the Securities Intermediary Indemnity shall be subject to the priority
of payments set forth in the Loan Agreement and shall survive the termination of this Agreement and the resignation or removal
of the Securities Intermediary and the Securities Intermediary shall be considered the Collateral Custodian for such purposes.


 


(b)          Expenses
and Fees. The Pledgor shall be responsible for, and hereby agrees to pay, all reasonable and documented out-of-pocket costs
and expenses incurred by the Securities Intermediary in connection with the establishment and maintenance of each Secured Account,
including the Securities Intermediary’s fees and expenses, any reasonable and documented out-of-pocket costs or expenses
incurred by the Securities Intermediary as a result of conflicting claims or notices involving the parties hereto, including the
reasonable fees and expenses of its external legal counsel, and all other reasonable 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. Notwithstanding anything to the contrary provided herein, all amounts
payable by the Pledgor to the Securities Intermediary under this Agreement shall be payable only in accordance with, and subject
to, Section 8.3 of the Loan Agreement and the Securities Intermediary shall be considered the Collateral Custodian for such purposes.


 




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(c)          No
Consequential Damages. Notwithstanding anything in this Agreement to the contrary, in no event shall the Securities Intermediary
be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to
lost profits), even if the Securities Intermediary has been advised of the likelihood of such loss or damage and regardless of
the form of action.


 


ARTICLE VI 


 


REPRESENTATIONS AND AGREEMENTS


 


Section 6.          The
Securities Intermediary represents to and agrees with the Pledgor and the Secured Party that:


 


(a)          Status.
It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant
under such laws, in good standing.


 


(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)          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, 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)).


 


(d)          Waiver
of Setoffs. The Securities Intermediary hereby expressly waives any and all rights of setoff that such party may otherwise
at any time have under Applicable Law with respect to any Secured Account except as set forth in Section 4(d).


 


(e)          Ordinary
Course. The Securities Intermediary, in the ordinary course of its business, maintains securities accounts for others and is
acting in such capacity in respect of any Secured Account.


 


(f)          
Comply with Duties. The Securities Intermediary will comply at all times with the duties of a “securities intermediary”
under Article 8 of the UCC.


 




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(g)          Participant
of the Federal Reserve Bank of New York. The Securities Intermediary is a member of the Federal Reserve System.


 


(h)          Consents.
All governmental and other consents that are required to have been obtained by the Securities Intermediary with respect to the
execution, delivery and performance by the Securities Intermediary of this Agreement have been obtained and are in full force and
effect and all conditions of any such consents have been complied with.


 


ARTICLE VII


 


ADVERSE CLAIMS


 


Section 7.          Except
for the claims and interest set forth in this Agreement, no Responsible Officer of the Securities Intermediary actually knows of
any claim to, or interest in, any Secured Account or in any “financial asset” (as defined in Section 8-102(a)(9) of
the UCC) credited thereto.   If a Responsible Officer of the Securities Intermediary
with direct responsibility for administration of this Agreement has actual knowledge of or receives written notice that any governmental
authority asserts or seeks to assert a Lien (including any writ, garnishment, judgment, warrant of attachment, execution or similar
process) against any Secured Account or in any financial asset carried therein, the Securities Intermediary will promptly notify
the Pledgor thereof (and the Pledgor shall promptly notify the Secured Party thereof).


 


ARTICLE VIII


 


TRANSFER


 


Section 8.          Except
as provided in Section 4(h), 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. Any purported transfer
that is not in compliance with this Section 8 will be void.


 


ARTICLE IX


 


TERMINATION


 


Section 9.          The
rights and powers granted herein to the Secured Party have been granted in order to perfect its security interest in each Secured
Account and the financial assets credited thereto, are powers coupled with an interest and will be affected neither by the bankruptcy
of the Pledgor nor by the lapse of time.   The obligations of the Securities
Intermediary hereunder shall continue in effect until the earlier of (a) that date upon which the security interest of the Secured
Party in each Secured Account has been terminated, and (b) that date on which the Secured Party releases or terminates its security
interest in each Secured Account.


 




    	-11-



    	 



    

 


ARTICLE X


 


MISCELLANEOUS


 


Section 10.         
(a)          Entire Agreement.     This Agreement and the Loan 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 in writing (including a writing evidenced
by a facsimile transmission), 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 Securities Intermediary
under Sections 4 and 5, and the obligations of the Pledgor under Section 5, shall survive the termination
of this Agreement.


 


(d)          Benefit
of Agreement.  Subject to Section 8, this Agreement shall be binding
upon and inure to the benefit of the Pledgor, the Secured Party and the Securities Intermediary and their respective successors
and permitted assigns. The Securities Intermediary acknowledges and consents to the assignment of this Agreement by the Pledgor
to the Secured Party for the benefit of the Secured Parties under the Loan Agreement.


 


(e)          Counterparts.
This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including
by facsimile transmission and e-mail correspondence), each of which will be deemed an original.


 


(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)          Headings.
The headings 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.


 




    	-12-



    	 



    

 


(i)          
No Agency.    Notwithstanding anything that may be construed to the contrary,
it is understood and agreed that the Securities Intermediary is not, nor shall it be considered to be, an agent, of the Secured
Party. In addition, the Securities Intermediary shall not act or represent itself, directly or by implication, as an agent of the
Secured Party or in any manner assume or create any obligation whatsoever on behalf of, or in the name of, the Secured Party.


 


(j)          
Payments by Pledgor. Any amounts required to be paid pursuant to this Agreement by the Pledgor shall be paid or caused to
be paid by the Pledgor to the applicable Person on the Distribution Date following such Person’s demand therefor in accordance
with Section 8.3 of the Loan Agreement, provided that such demand is made no later than two (2) Business Days prior
to the Determination Date for the applicable Distribution Date, and the Securities Intermediary shall be considered the Collateral
Custodian for such purposes.


 


ARTICLE XI


 


NOTICES


 


Section 11.         
(a)          Effectiveness.     Any
notice or other communication in respect of this Agreement may be given in any manner set forth in Section 17.3 of the Loan Agreement.


 


(b)          Change
of Addresses. Any party hereto may by written notice to each other party hereto, change the address, electronic mail address
or facsimile number at which notices or other communications are to be given to it hereunder.


 


ARTICLE XII


 


GOVERNING LAW AND JURISDICTION


 


Section 12.         
(a)          Governing Law.     THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.


 


(b)          Jurisdiction.
Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting
in New York City in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby
irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court
or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they
may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto
agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.


 




    	-13-



    	 



    

 


(c)          
Waiver of Jury Trial Right. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING. Each party hereby (i) certifies that no representative,
agent or attorney of any other party has represented, expressly or otherwise, that any other party 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).


 


ARTICLE XIII


 


DEFINITIONS


 


Section 13.         
As used in this Agreement:


 


“Affiliate”
means any Person that directly or indirectly Controls, is Controlled by or is under common Control with such Person (excluding
any trustee under, or any committee with responsibility for administering, any employee benefit plan). For the purposes of this
definition, “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise,
and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.


 


“Agreement” has the meaning
specified in the Recitals.


 


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


 


“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 Agreement” has the
meaning specified in Section 1(a).


 


“Notice of Exclusive
Control” means a notice delivered to and received by the Securities Intermediary by the Secured Party in accordance with
Section 3(h)(iii) stating that the Secured Party is exercising exclusive control over the Secured Accounts (other than the
Reference Asset Account).


 




    	-14-



    	 



    

 


“Person”
means any natural person or legal entity, including without limitation any corporation, partnership, limited liability company,
statutory or common law trust, or governmental entity or unit.


 


“Pledgor” has the meaning
specified in the Recitals.


 


“Reference
Account Control Event” means any of (a) the occurrence of any Unmatured Facility Termination Event or Facility Termination
Event, (b) the occurrence of an Insolvency Event with respect to the Equityholder, (c) the failure of the Equityholder to cause
all Reference Asset Collections to be deposited into the Reference Asset Account by the applicable Obligor within the time frame
required by the Loan Agreement and (d) any breach of Section 7.5(q) of the Loan Agreement, whether or not such breach gives
rise to a Facility Termination Event.


 


“Reference Account
Control Notice” means a notice delivered to and received by the Securities Intermediary by the Secured Party in accordance
with Section 3(h)(iv) stating that the Secured Party is exercising exclusive control over the Reference Asset Account.


 


“Responsible
Officer” means any officer within the corporate trust office of the Securities Intermediary, including any director,
vice president, assistant vice president or associate, having direct responsibility for the administration of this Agreement, who
at the time shall be such officers, respectively, or to whom any matter is referred because of his or her knowledge of and familiarity
with the particular subject.


 


“Secured Accounts” has
the meaning specified in Section 3(a).


 


“Secured Party” has the
meaning specified in the Recitals.


 


“Securities Intermediary”
has the meaning specified in the Recitals.


 


“Securities Intermediary Indemnity”
has the meaning specified in Section 5(a).


 


“UCC” means the Uniform
Commercial Code as in effect in the State of New York.


 


ARTICLE XIV


 


LIMITED RECOURSE; NO BANKRUPTCY PETITION


 


Section 14.       
The obligations of the Pledgor are solely corporate obligations of the Pledgor and no action shall be taken against the members
or officers of the Pledgor in connection with such obligations. The parties hereto agree that they shall not institute against,
or join any other Person in instituting against the Pledgor, any bankruptcy, reorganization, arrangement, insolvency, moratorium
or liquidation proceedings or other proceedings under U.S. federal or state bankruptcy laws or any similar laws until at least
two years and one day after payment in full of the Advances. This Section 14 shall survive the expiration or termination
of this Agreement.


 




    	-15-



    	 



    

 


IN
WITNESS WHEREOF the parties have executed this Agreement on the date first set forth above with effect from such date.


 


	 	Pledgor:
	 	 
	 	BDCA 2L FUNDING I, LLC, as Borrower
	 	 	 
	 	By:	BUSINESS DEVELOPMENT

CORPORATION OF AMERICA, its sole

member
	 	 	 
	 	By:	/s/ Robert K. Grunewald
	 	 	Name: Robert K. Grunewald
	 	 	Title: CIO


 


Signature
Page to Securities Account Control Agreement


 




    	 



    	 



    

 


	 	Secured Party:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as

Secured Party
	 	 	 
	 	By: 	/s/ Jeffrey B
    Stone
	 		Name:  Jeffrey B
    Stone
	 		Title:  
    Vice President


 


Signature
Page to Securities Account Control Agreement


 




    	 



    	 



    

 


	 	Securities Intermediary:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as 

Securities Intermediary
	 	 	 
	 	By: 	/s/ Jeffrey B
    Stone
	 		Name:  Jeffrey B
    Stone
	 		Title:   Vice President


 


Signature
Page to Securities Account Control Agreement