EXECUTION VERSION


 


COLLATERAL ADMINISTRATION AGREEMENT


 


This COLLATERAL ADMINISTRATION
AGREEMENT, dated as of June 27, 2014 (this “Agreement”), is entered into by and among BDCA-CB FUNDING, LLC,
a limited liability company formed under the laws of the State of Delaware (the “Borrower”), BUSINESS DEVELOPMENT
CORPORATION OF AMERICA, a Maryland corporation, as collateral manager (in such capacity, the “Collateral Manager”),
CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and U.S. BANK NATIONAL
ASSOCIATION (“U.S. Bank”), as collateral administrator under and for purposes of this Agreement (in such capacity,
the “Collateral Administrator”).


 


WITNESSETH:


 


WHEREAS, pursuant to
the terms of that certain Credit and Security Agreement dated as of June 27, 2014 (the “Credit Agreement”),
by and among the Borrower, the lenders from time to time party thereto, the Administrative Agent, and U.S. Bank, as Collateral
Agent (in such capacity, the “Collateral Agent”) and as custodian (in such capacity, the “Custodian”),
the Borrower has pledged certain collateral (the “Collateral”), which includes, among other things, all of the
Collateral Loans and Eligible Investments as security for the Advances and other Obligations;


 


WHEREAS, the Borrower
wishes to engage U.S. Bank to act as Collateral Administrator to perform certain administrative duties with respect to the Collateral
pursuant to the terms of this Agreement; and


 


WHEREAS, U.S. Bank
is prepared to perform as Collateral Administrator certain specified obligations of the Borrower, or the Collateral Manager, on
its behalf, under the Credit Agreement (and certain other services) as specified herein, upon and subject to the terms of this
Agreement (but without assuming the obligations or liabilities of the Borrower or the Collateral Manager under the Credit Agreement);


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein, and other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto agree as follows:


 


1.           Definitions.
Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Credit Agreement. The rules
of construction set forth in Section 1.02 of the Credit Agreement shall apply to this Agreement as if fully set forth herein.


 




    	 



    	 



    

 


2.           Powers
and Duties of Collateral Administrator.


 


(a)          The
Borrower hereby appoints U.S. Bank as, and U.S. Bank hereby accepts the appointment to act as, the Collateral Administrator pursuant
to the terms of this Agreement, until the earlier to occur of (i) U.S. Bank’s resignation or removal as the Collateral Administrator
pursuant to Section 7 hereof and (ii) the termination of this Agreement pursuant to Section 6 hereof. In such
capacity, the Collateral Administrator shall assist the Borrower and the Collateral Manager in connection with maintaining a database
of certain characteristics with respect to the Collateral on an ongoing basis as provided herein and in providing to the Borrower
and the Collateral Manager certain reports, schedules and calculations, all as more particularly described in Section 2(b)
below (in each case, such reports, schedules and calculations shall be prepared in such form and content, and in such greater detail,
as may be mutually agreed upon by the parties hereto from time to time and as may be required by the Credit Agreement) based upon
information and data received from the Borrower and/or the Collateral Manager, as required to be prepared and delivered (or which
are necessary to be prepared and delivered in order that certain other reports, schedules and calculations can be prepared and
delivered) under Article VIII of the Credit Agreement. U.S. Bank’s duties and authority to act as Collateral Administrator
hereunder are limited to the duties and authority specifically set forth in this Agreement. By entering into, or performing its
duties under, this Agreement, the Collateral Administrator shall not be deemed to assume any obligations or liabilities of the
Borrower or the Collateral Manager under the Credit Agreement or any other Facility Document, and nothing herein contained shall
be deemed to release, terminate, discharge, limit, reduce, diminish, modify, amend or otherwise alter in any respect the duties,
obligations or Liabilities of the Borrower or the Collateral Manager under or pursuant to the Credit Agreement or any other Facility
Document.


 


(b)          The
Collateral Administrator shall perform the following general functions from time to time:


 





		(i)	Promptly, and in any event within thirty (30) days after the Closing Date, create a collateral
database with respect to the Collateral (the “Collateral Database”);



 


		(ii)	Update the Collateral Database promptly and on an ongoing basis for changes, including for ratings
changes as provided by the Collateral Manager, and to reflect the sale or other disposition of the Collateral Loans included in
the Collateral (the “Portfolio Collateral”) and the addition to the Collateral of additional Collateral Loans
from time to time, in each case based upon, and to the extent of, information furnished to the Collateral Administrator by or on
behalf of the Borrower or the Collateral Manager as may be reasonably required by the Collateral Administrator, or by the agents
for the Obligors from time to time, or based on information maintained by U.S. Bank in its capacity as Collateral Agent under the
Credit Agreement;



 


		(iii)	Provide information contained in the Collateral Database to the Collateral Manager on behalf of
the Borrower, as the Collateral Administrator and the Collateral Manager shall reasonably agree, including by way of reasonable
electronic access (by access to the Collateral Administrator’s internet website) to the reports generated by the Collateral
Administrator pursuant to this Agreement;



 


		(iv)	Track the receipt and daily allocation of cash to the Collection Account (and any subaccount thereto)
with respect to Interest Proceeds and Principal Proceeds and the outstanding balance therein, and any withdrawals therefrom and,
on each Business Day, provide to the Borrower and the Collateral Manager daily reports reflecting such actions to the Covered Accounts
as of the close of business on the preceding Business Day;





 




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		(v)	[Reserved].



 


		(vi)	Reasonably cooperate with the Independent Accountants appointed by the Borrower in the preparation
by such accountants of the reports required under Section 8.09 of the Credit Agreement;



 


		(vii)	Not later than three (3) Business Days prior to the day on which each Monthly Report or Payment
Date Report is required to be provided by the Borrower pursuant to Section 8.07 of the Credit Agreement, the Collateral Administrator
shall prepare the relevant report using the information contained in the Collateral Database and provide the results of such calculations
to the Collateral Manager so that the Collateral Manager may confirm such results. Upon approval by the Collateral Manager, the
Collateral Administrator shall deliver the Monthly Report or Payment Date Report, as applicable, in accordance with Section 8.07
of the Credit Agreement; and



 


		(viii)	So long as the same Person serves as the Collateral Administrator hereunder and as the Collateral
Agent under the Credit Agreement, provide such other information with respect to the Collateral as may be routinely maintained
by the Collateral Administrator in performing its ordinary function as the Collateral Agent pursuant to the Credit Agreement, or
as may be required by the Credit Agreement, as the Borrower or the Collateral Manager may reasonably request from time to time.





 


(c)          The
Borrower and the Collateral Manager shall cooperate with the Collateral Administrator in connection with the matters described
herein, including calculations and information relating to the Monthly Reports and the Payment Date Reports or as otherwise reasonably
requested hereunder. Without limiting the generality of the foregoing, the Collateral Manager shall advise in a timely manner the
Collateral Administrator of the results of any determinations required or permitted to be made by it or the Borrower (or Collateral
Manager on its behalf) under the Credit Agreement and supply the Collateral Administrator with such other information as is maintained
by the Collateral Manager that the Collateral Administrator may from time to time request with respect to the Collateral and reasonably
needed to complete the reports and certificates required to be prepared by the Collateral Administrator hereunder or required to
permit the Collateral Administrator to perform its obligations hereunder (including determinations of Market Value, Aggregate Principal
Balance, Concentration Limitations and the Borrowing Base, as applicable) and any other information that may be reasonably required
under the Credit Agreement with respect to a Collateral Loan (including as to its designation as a Covenant Lite Loan, Defaulted
Collateral Loan, DIP Collateral Loan, Noteless Loan, PIK Loan, Partial PIK Loan, Unquoted / Single-Bid Collateral Loan, Credit
Risk Collateral Loan, Ineligible Collateral Loan, Equity Security, Standard Collateral Loan, First Lien Obligation, Floor Obligation,
Specified Eligible Investment, Structured Finance Obligation or Uncertificated Security). Nothing herein shall obligate the Collateral
Administrator to determine independently the correct characterization or categorization of any item of Collateral under the Credit
Agreement (it being understood that any such characterization or categorization shall be based exclusively upon the determination
and notification received by the Collateral Administrator from the Collateral Manager). The Collateral Manager shall review and
verify the contents of the aforesaid reports. To the extent any of the information in such reports conflicts with information,
data or calculations in the records of the Collateral Manager, the Collateral Manager shall notify the Collateral Administrator
of such discrepancy and use reasonable efforts to assist the Collateral Administrator in reconciling such discrepancy. The Collateral
Manager further agrees to send such reports, instructions, statements and certificates to the Borrower for execution. In addition,
the Collateral Manager shall provide prompt notice to the Collateral Administrator upon the Collateral Manager’s obtaining
knowledge of a Collateral Loan becoming a Defaulted Collateral Loan.


 




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(d)          If,
in performing its duties under this Agreement, the Collateral Administrator is required to decide between alternative courses of
action, the Collateral Administrator may request written instructions from the Borrower or the Collateral Manager acting on behalf
of the Borrower as to the course of action desired by it. If the Collateral Administrator does not receive such instructions within
two (2) Business Days after it has requested them, the Collateral Administrator may, but shall be under no duty to, take or refrain
from taking any such courses of action. The Collateral Administrator shall act in accordance with instructions received after such
two (2) Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent with such
instructions. The Collateral Administrator shall be entitled to rely on the advice of legal counsel and independent accountants
in performing its duties hereunder and shall be deemed to have acted in good faith if it acts in accordance with such advice.


 


(e)          Nothing
herein shall prevent the Collateral Administrator or any of its Affiliates from engaging in other businesses or from rendering
services of any kind to any Person.


 


3.          Compensation.
The Borrower agrees to pay, and the Collateral Administrator shall be entitled to receive, compensation for, and reimbursement
for all expenses in connection with, the Collateral Administrator’s performance of the duties called for herein and as provided
in the Collateral Agent Fee Letter; provided that such amounts will be payable solely from and pursuant to Section 9.01
of the Credit Agreement.


 




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4.          Limitation
of Responsibility of the Collateral Administrator; Indemnification.


 


(a)          The
Collateral Administrator will have no responsibility under this Agreement other than to render the services expressly called for
hereunder in good faith and without willful misconduct, gross negligence or reckless disregard of its duties hereunder. The Collateral
Administrator shall incur no liability to anyone in acting upon any signature, instrument, statement, notice, resolution, request,
direction, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine
and reasonably believed by it to be signed by the proper party or parties. The Collateral Administrator may exercise any of its
rights or powers hereunder or perform any of its duties hereunder either directly or by or through agents or attorneys, and the
Collateral Administrator shall not be responsible for any misconduct or negligence on the part of any agent (other than an Affiliate
of the Collateral Administrator) or attorney appointed hereunder with due care by it. Neither the Collateral Administrator nor
any of its affiliates, directors, officers, shareholders, agents or employees will be liable to any other parties hereto, the Borrower,
the Collateral Manager or any other Person, except by reason of acts or omissions by the Collateral Administrator constituting
bad faith, willful misconduct, gross negligence or reckless disregard of the Collateral Administrator’s duties hereunder.
The Collateral Administrator shall in no event have any liability for the actions or omissions of the Borrower, the Collateral
Manager, the Custodian (but only if not the same Person as the Collateral Administrator) or any other Person, and shall have no
liability for any inaccuracy or error in any duty performed by it that results from or is caused by inaccurate, untimely or incomplete
information or data received by it from the Borrower, the Collateral Manager, the Custodian (but only if not the same Person as
the Collateral Administrator) or another Person except to the extent that such inaccuracies or errors are caused by the Collateral
Administrator’s own bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. The Collateral
Administrator shall not be liable for failing to perform or any delay in performing its specified duties hereunder which results
from or is caused by a failure or delay on the part of the Borrower, the Collateral Manager, the Custodian (but only if not the
same Person as the Collateral Administrator) or any other Person in furnishing necessary, timely and accurate information to the
Collateral Administrator. The duties and obligations of the Collateral Administrator and its employees or agents shall be determined
solely by the express provisions of this Agreement and they shall not be under any obligation or duty except for the performance
of such duties and obligations as are specifically set forth herein, and no implied covenants shall be read into this Agreement
against them.


 


(b)          The
Collateral Administrator may rely conclusively on any notice, certificate or other document (including telecopier or other electronically
transmitted instructions, documents or information) furnished to it hereunder and reasonably believed by it in good faith to be
genuine. The Collateral Administrator shall not be liable for any action taken by it in good faith and reasonably believed by it
to be within the discretion or powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is
governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action.
The Collateral Administrator shall not be bound to make any investigation into the facts or matters stated in any certificate,
report or other document; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral
Administrator shall examine the same to determine whether it conforms on its face to the requirements hereof. The Collateral Administrator
shall not be deemed to have knowledge or notice of any matter unless actually known to a Responsible Officer of the Collateral
Administrator responsible for the administration of this Agreement. Under no circumstances shall the Collateral Administrator be
liable for indirect, punitive, special or consequential damages under or pursuant to this Agreement, its duties or obligations
hereunder or arising out of or relating to the subject matter hereof. It is expressly acknowledged by the Borrower and the Collateral
Manager that application and performance by the Collateral Administrator of its various duties hereunder (including recalculations
to be performed in respect of the matters contemplated hereby) shall be based upon, and in reliance upon, data and information
provided to it by the Collateral Manager (and/or the Borrower) with respect to the Collateral, and the Collateral Administrator
shall have no responsibility for the accuracy of any such information or data provided to it by such Persons. Nothing herein shall
impose or imply any duty or obligation on the part of the Collateral Administrator to verify, investigate or audit any such information
or data, or to determine or monitor on an independent basis whether any obligor under the Collateral is in default or in compliance
with the underlying documents governing or securing such securities, from time to time, the role of the Collateral Administrator
hereunder being solely to perform certain mathematical computations and data comparisons and to provide certain reports and other
deliveries, as provided herein. For purposes of monitoring changes in ratings, the Collateral Administrator shall be entitled to
use and rely (in good faith) exclusively upon one or more reputable electronic financial information reporting services, and shall
have no liability for any inaccuracies in the information reported by, or other errors or omissions of, any such services.


 



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(c)          The
Borrower shall, and hereby agrees to, reimburse, indemnify and hold harmless the Collateral Administrator and its affiliates, directors,
officers, shareholders, agents and employees for and from any and all losses, damages, liabilities, demands, charges, costs, expenses
(including the reasonable fees and expenses of counsel and other experts) and claims of any nature in respect of, or arising from
any acts or omissions performed or omitted by the Collateral Administrator, its affiliates, directors, officers, shareholders,
agents or employees pursuant to or in connection with the terms of this Agreement, or in the performance or observance of its duties
or obligations under this Agreement; provided the same are in good faith and without willful misconduct and/or gross negligence
on the part of the Collateral Administrator or without reckless disregard of its duties hereunder. For the avoidance of doubt,
the obligations of the Borrower under this Section 4(c) shall be payable only in accordance with the order specified in
the priorities set forth in Section 9.01 of the Credit Agreement and shall survive the termination of this Agreement and any earlier
resignation or removal of the Collateral Administrator.


 


(d)          Nothing
herein shall obligate the Collateral Administrator to determine independently any characteristic of a Collateral Loan, or to evaluate
or verify the Collateral Manager’s characterization of any Collateral Obligation, including whether any item of Collateral
is a Covenant Lite Loan, Defaulted Collateral Loan, DIP Collateral Loan, Noteless Loan, PIK Loan, Partial PIK Loan, Unquoted /
Single-Bid Collateral Loan, Credit Risk Collateral Loan, Ineligible Collateral Loan, Equity Security, Standard Collateral Loan,
First Lien Obligation, Floor Obligation, Specified Eligible Investment, Structured Finance Obligation or Uncertificated Security,
any such determination being based exclusively upon notification the Collateral Administrator receives from the Collateral Manager
or from (or in its capacity as) the Collateral Agent (based upon notices received by the Collateral Agent from the obligor, trustee
or agent bank under an underlying governing document, or similar source) and nothing herein shall obligate the Collateral Administrator
to review or examine any underlying instrument or contract evidencing, governing or guaranteeing or securing any Collateral Loan
in order to verify, confirm, audit or otherwise determine any characteristic thereof.


 


(e)          Without
limiting the generality of any terms of this Section 4, the Collateral Administrator shall have no liability for any failure,
inability or unwillingness on the part of the Collateral Manager or the Borrower or the Collateral Agent, if not the same Person
as the Collateral Administrator, to provide accurate and complete information on a timely basis to the Collateral Administrator,
or otherwise on the part of any such party to comply with the terms of this Agreement or the Credit Agreement and shall have no
liability for any inaccuracy or error in the performance or observance on the Collateral Administrator’s part of any of its
duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other
failure on the part of any such other party to comply with the terms hereof.


 




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5.          No
Joint Venture. Nothing contained in this Agreement (a) shall constitute the Borrower, the Collateral Administrator and
the Collateral Manager as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate
entity, (b) shall be construed to impose any liability as such on any of them or (c) shall be deemed to confer on any
of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.


 


6.          Term.
This Agreement shall continue in effect so long as the Credit Agreement remains in effect with respect to the Obligations, unless
this Agreement has been previously terminated in accordance with Section 7 hereof.


 


7.          Termination.


 


(a)          This
Agreement may be terminated without cause by any party upon not less than ninety (90) days’ written notice to each other
party. If at any time, prior to payment in full of all Obligations, the Collateral Administrator shall resign or be removed as
Collateral Agent under the Credit Agreement, such resignation or removal shall be deemed a resignation or removal of the Collateral
Administrator hereunder.


 


(b)          At
the option of the Borrower (with the prior written consent or at the direction of the Administrative Agent), this Agreement may
be terminated upon ten (10) days’ written notice of termination from the Borrower (or the Collateral Manager on behalf of
the Borrower) to the Collateral Administrator if any of the following events shall occur:


 


		(i)	The Collateral Administrator shall, in violation of its duty of care hereunder, default in the
performance of any of its material duties under this Agreement and shall not cure such default within thirty (30) days (or, if
such default cannot be cured in such time, the Collateral Administrator shall not have given within thirty (30) days such assurance
of cure as shall be reasonably satisfactory to the Borrower, the Collateral Manager and the Administrative Agent and cured such
default within the time so assured);



 


		(ii)	A court having jurisdiction in the premises shall enter a decree or order for relief in respect
of the Collateral Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the
Collateral Administrator or for any substantial part of its property, or order the winding up or liquidation of its affairs; or





 




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		(iii)	The Collateral Administrator shall commence a voluntary case under applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under
any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official of the Collateral Administrator or for any substantial part of its property, or shall make any
general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due.





 


If any of the events
specified in clauses (ii) or (iii) of this Section 7(b) shall occur, the Collateral Administrator shall give
written notice thereof to the Collateral Manager, the Administrative Agent and the Borrower within one (1) Business Day after the
occurrence of such event.


 


(c)          Except
when the Collateral Administrator shall be removed pursuant to subsection (b) of this Section 7 or shall resign pursuant
to subsection (d) of this Section 7, no removal or resignation of the Collateral Administrator shall be effective until
the date as of which a successor collateral administrator reasonably acceptable to the Administrative Agent, the Borrower and the
Collateral Manager shall have agreed in writing to assume all of the Collateral Administrator’s duties and obligations pursuant
to this Agreement and shall have executed and delivered an agreement in form and content reasonably satisfactory to the Administrative
Agent, the Borrower, the Collateral Manager and the Collateral Agent. Upon any resignation or removal of the Collateral Administrator
hereunder, the Borrower shall promptly, and in any case within thirty (30) days after the related notice of resignation or removal,
appoint a qualified successor consented to by the Administrative Agent to act as collateral administrator hereunder and cause such
successor collateral administrator to execute and deliver an agreement accepting such appointment as described in the preceding
sentence. If the Borrower fails to appoint such a qualified successor which duly accepts its appointment by properly executing
and delivering such an agreement within such time, the retiring Collateral Administrator shall be entitled to petition a court
of competent jurisdiction for the appointment of a successor to serve as collateral administrator hereunder and shall be indemnified
pursuant to Section 4(c) for the reasonable costs and expenses thereof.


 


(d)          Notwithstanding
the foregoing, the Collateral Administrator may resign its duties hereunder without any requirement that a successor collateral
administrator be obligated hereunder and without any liability for further performance of any duties hereunder (i) immediately
upon the termination (whether by resignation or removal) of U.S. Bank as Collateral Agent under the Credit Agreement, or (ii) upon
thirty (30) days’ notice to the Collateral Manager and the Administrative Agent upon any reasonable determination by U.S.
Bank that the taking of any action, or performance of any duty, on its part as the Collateral Administrator pursuant to the terms
of this Agreement would be in conflict with or in violation of its duties or obligations as the Collateral Agent under the Credit
Agreement or (iii) upon at least sixty (60) days’ prior written notice of termination to the Collateral Manager, the Administrative
Agent and the Borrower upon the occurrence of any of the following events and the failure to cure such event within such sixty
(60) day notice period: (A) failure of the Borrower to pay any of the amounts specified in Section 3 hereof within sixty
(60) days after such amount is due pursuant to Section 3 hereof (to the extent not already paid to the Collateral Administrator
pursuant to Section 9.01 of the Credit Agreement) or (B) failure of the Borrower to provide any indemnity payment to Collateral
Administrator pursuant to the terms of this Agreement, as the case may be, within sixty (60) days of the receipt by the Borrower
of the written request for such payment or reimbursement (to the extent not already paid to the Collateral Administrator pursuant
to Section 9.01 of the Credit Agreement).


 




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(e)          Any
corporation into which the Collateral Administrator may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Collateral Administrator shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the Collateral Administrator, shall be the successor
of the Collateral Administrator hereunder without the execution or filing of any paper or any further act on the part of any of
the parties hereto.


 


8.           Representations
and Warranties.


 


(a)          The
Collateral Manager hereby represents and warrants to the Collateral Administrator and the Borrower as follows:


 


		(i)	The Collateral Manager is a corporation duly organized and validly existing under the laws of the
State of Maryland, with full power and authority to own and operate its assets and properties, conduct the business in which it
is now engaged and to execute and deliver and perform its obligations under this Agreement and the other Facility Documents to
which it is a party.



 


		(ii)	The Collateral Manager is in good standing in the State of Maryland. The Collateral Manager is
duly qualified to do business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature
of its business, assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents
to which it is a party and its Constituent Documents, requires such qualification, except where the failure to be so qualified
or in good standing could not reasonably be expected to have a Material Adverse Effect.



 


		(iii)	The execution and delivery by the Collateral Manager of, and the performance of its obligations
under the Facility Documents to which it is a party and the other instruments, certificates and agreements contemplated thereby
are within its powers and have been duly authorized by all requisite action by it and have been duly executed and delivered by
it and constitute its legal, valid and binding obligations enforceable against it in accordance with their respective terms, except
as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or
at law.





 




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		(iv)	None of the execution and delivery by the Collateral Manager of this Agreement or the other Facility
Documents to which it is a party, the consummation of the transactions herein or therein contemplated, or compliance by it with
the terms, conditions and provisions hereof or thereof, will (1) conflict with, or result in a breach or violation of, or constitute
a default under its Constituent Documents, (2) conflict with or contravene (A) any Applicable Law, (B) any indenture, agreement
or other contractual restriction binding on or affecting it or any of its assets, including any Related Document, or (C) any order,
writ, judgment, award, injunction or decree binding on or affecting it or any of its assets or properties or (3) result in a breach
or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in any contractual obligation
or any agreement or document to which it is a party or by which it or any of its assets are bound (or to which any such obligation,
agreement or document relates), except in the case of clause (1) above, where such conflicts, breaches, violations or defaults
could not reasonably be expected to have a Material Adverse Effect.



 


		(v)	The Collateral Manager has obtained, maintained and kept in full force and effect all Governmental
Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure
to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary
for the execution and delivery by it of the Facility Documents to which it is a party, and the performance by the Collateral Manager
of its obligations under this Agreement and the other Facility Documents to which it is a party, and no material Governmental Authorization,
Private Authorization or Governmental Filing which has not been obtained or made is required to be obtained or made by it in connection
with the execution and delivery by it of any Facility Document to which it is a party or the performance of its obligations under
this Agreement and the other Facility Documents to which it is a party.



 


		(vi)	The Collateral Manager has duly observed and complied in all material respects with all Applicable
Laws relating to the conduct of its business and its assets. The Collateral Manager has preserved and kept in full force and effect
its legal existence. The Collateral Manager has preserved and kept in full force and effect its rights, privileges, qualifications
and franchises, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. Without
limiting the foregoing, neither the Collateral Manager nor, to the Collateral Manager’s knowledge, any Affiliate of the Collateral
Manager is (1) a country, territory, organization, person or entity named on an OFAC list; (2) a Person that resides or has a place
of business in a country or territory named on such lists or which is designated as a “NonCooperative Jurisdiction”
by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction;
(3) a “Foreign Shell Bank” within the meaning of the PATRIOT Act, i.e., a foreign bank that does not have a physical
presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation
and supervision; or (4) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United
States Secretary of the Treasury under Sections 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering
concerns. The Collateral Manager is in compliance with all applicable OFAC rules and regulations and also in compliance with all
applicable provisions of the PATRIOT Act.





 




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(b)          The
Borrower hereby represents and warrants to the Collateral Administrator and the Collateral Manager as follows:


 


		(i)	The Borrower is a limited liability company formed and validly existing under the laws of the State
of Delaware, with full power and authority to own and operate its assets and properties, conduct the business in which it is now
engaged and to execute and deliver and perform its obligations under this Agreement and the other Facility Documents to which it
is a party.



 


		(ii)	The Borrower is in good standing in the State of Delaware. The Borrower is duly qualified to do
business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business,
assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents to which
it is a party and its Constituent Documents, requires such qualification, except where the failure to be so qualified or in good
standing could not reasonably be expected to have a Material Adverse Effect.



 


		(iii)	The execution and delivery by the Borrower of, and the performance of its obligations under the
Facility Documents to which it is a party and the other instruments, certificates and agreements contemplated thereby are within
its powers and have been duly authorized by all requisite action by it and have been duly executed and delivered by it and constitute
its legal, valid and binding obligations enforceable against it in accordance with their respective terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law.



 


		(iv)	None of the execution and delivery by the Borrower of this Agreement or the other Facility Documents
to which it is a party, the Borrowings or the pledge of the Collateral hereunder, the consummation of the transactions herein or
therein contemplated, or compliance by it with the terms, conditions and provisions hereof or thereof, will (1) conflict with,
or result in a breach or violation of, or constitute a default under its Constituent Documents, (2) conflict with or contravene
(A) any Applicable Law, (B) any indenture, agreement or other contractual restriction binding on or affecting it or any of its
assets, including any Related Document, or (C) any order, writ, judgment, award, injunction or decree binding on or affecting it
or any of its assets or properties or (3) result in a breach or violation of, constitute a default under, or permit the acceleration
of any obligation or liability in, any contractual obligation or any agreement or document to which it is a party or by which it
or any of its assets are bound (or to which any such obligation, agreement or document relates).





 




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		(v)	The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations
and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could
not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution
and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge
of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement
and the other Facility Documents to which it is a party, and no material Governmental Authorization, Private Authorization or Governmental
Filing which has not been obtained or made is required to be obtained or made by it in connection with the execution and delivery
by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral
by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents
to which it is a party.



 


		(vi)	The Borrower has duly observed and complied in all material respects with all Applicable Laws relating
to the conduct of its business and its assets. The Borrower has preserved and kept in full force and effect its legal existence.
The Borrower has preserved and kept in full force and effect its rights, privileges, qualifications and franchises, except where
the failure to do so could not reasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing, neither
the Borrower nor to the Borrower’s knowledge, any Affiliate of the Borrower is (1) a country, territory, organization, person
or entity named on an OFAC list; (2) a Person that resides or has a place of business in a country or territory named on such lists
or which is designated as a “NonCooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or
whose subscription funds are transferred from or through such a jurisdiction; (3) a “Foreign Shell Bank” within
the meaning of the PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated
with a bank that has a physical presence and an acceptable level of regulation and supervision; or (4) a person or entity that
resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections
311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns. The Borrower is in compliance with
all applicable OFAC rules and regulations and also in compliance with all applicable provisions of the PATRIOT Act.





 




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(c)          The
Collateral Administrator hereby represents and warrants to the Collateral Manager and the Borrower as follows:


 


		(i)	The Collateral Administrator is a national banking association duly organized, validly existing
and in good standing under the laws of the United States of America and has full organizational power and authority to execute,
deliver and perform this Agreement and all obligations required hereunder and has taken all necessary corporate action to authorize
this Agreement on the terms and conditions hereof, the execution, delivery and performance of this Agreement and all obligations
required hereunder. No consent of any other Person including stockholders or other equity holder and creditors of the Collateral
Administrator, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing
or declaration with, any governmental authority, except those that have been obtained, is required by the Collateral Administrator
in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and the
obligations imposed upon it hereunder. When executed and delivered by the Collateral Administrator and the other parties hereto,
this Agreement will constitute the legal, valid and binding obligations of the Collateral Administrator enforceable against the
Collateral Administrator in accordance with its terms, subject, as to enforcement, (a) to the effect of bankruptcy, insolvency
or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy,
receivership, insolvency or similar event applicable to the Collateral Administrator and (b) to general equitable principles
(whether enforceability of such principles is considered in a proceeding at law or in equity).



 


		(ii)	The execution, delivery and performance of this Agreement and the documents and instruments required
hereunder will not violate any provision of any existing law or regulation binding on the Collateral Administrator, or any order,
judgment, award or decree of any court, arbitrator or governmental authority binding on the Collateral Administrator, or the articles
of association or by-laws, as amended, of the Collateral Administrator or of any mortgage, indenture, lease, contract or other
agreement, instrument or undertaking to which the Collateral Administrator is a party or by which the Collateral Administrator
or any of its assets may be bound, the violation of which would have a material adverse effect on the business, operations, assets
or financial condition of the Collateral Administrator and will not result in, or require, the creation or imposition of any lien
on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other
agreement, instrument or undertaking the creation or imposition of which would have a material adverse effect on the business operations,
assets or financial condition of the Collateral Administrator.





 




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9.           Amendments.
This Agreement may not be amended, changed, modified or terminated (except as otherwise expressly provided herein) except by the
Collateral Manager, the Borrower and the Collateral Administrator in writing with the prior written consent of the Administrative
Agent.


 


10.         Governing
Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE
OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT
REGARD TO ITS CHOICE OF LAWS RULES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


11.         Submission
to Jurisdiction; Waivers; Etc. Each party hereto hereby irrevocably and unconditionally (a) submits for itself and its property
in any legal action or proceeding relating to this Agreement or the other Facility Documents to which it is a party, or for recognition
and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New
York in the Borough of Manhattan, the courts of the United States of America for the Southern District of New York, and the appellate
courts of any of them; (b) consents that any such action or proceeding may be brought in any court described in Section 11(a)
and waives to the fullest extent permitted by Applicable Law any objection that it may now or hereafter have to the venue of any
such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not
to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address
set forth in Section 13 or at such other address as may be permitted thereunder; (d) agrees that nothing herein shall affect
the right to effect service of process in any other manner permitted by law; and (e) waives, to the maximum extent not prohibited
by law, any right it may have to claim or recover in any legal action or proceeding against any Secured Party arising out of or
relating to this Agreement or the other Facility Documents any special, exemplary, punitive or consequential damages.


 


12.         IMPORTANT
WAIVERS.


 


(a)          EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER FACILITY DOCUMENT OR FOR ANY
COUNTERCLAIM HEREIN OR THEREIN OR RELATING HERETO OR THERETO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF THE EQUITYHOLDER, THE BORROWER, THE COLLATERAL MANAGER, THE AGENTS OR ANY OTHER AFFECTED PERSON.
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER FACILITY DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ITS ENTERING
INTO THIS AGREEMENT AND EACH SUCH OTHER FACILITY DOCUMENT. TO
THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO CLAIM OR RECOVER IN ANY LITIGATION WHATSOEVER INVOLVING
ANY INDEMNIFIED PARTY, ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER
OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, WHETHER SUCH WAIVED DAMAGES ARE BASED ON STATUTE, CONTRACT, TORT,
COMMON LAW OR ANY OTHER LEGAL THEORY, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN AND REGARDLESS OF THE FORM OF THE CLAIM
OF ACTION. NO PARTY OR INDEMNIFIED PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION
OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION
WITH ANY FACILITY DOCUMENT OR THE TRANSACTIONS. EACH
PARTY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY OR AN INDEMNIFIED PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT BUYER OR AN INDEMNIFIED PARTY WOULD NOT SEEK TO ENFORCE ANY OF THE WAIVERS IN THIS SECTION 12 IN THE EVENT OF
LITIGATION OR OTHER CIRCUMSTANCES. THE SCOPE OF SUCH WAIVERS IS INTENDED TO BE ALL–ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE FACILITY DOCUMENTS, REGARDLESS OF THEIR LEGAL THEORY.  EACH
PARTY ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 12 ARE A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT SUCH
PARTY HAS ALREADY RELIED ON SUCH WAIVERS IN ENTERING INTO THE FACILITY DOCUMENTS, AND THAT SUCH PARTY WILL CONTINUE TO RELY ON
SUCH WAIVERS IN THEIR RELATED FUTURE DEALINGS UNDER THE FACILITY DOCUMENTS. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT
HAS REVIEWED SUCH WAIVERS WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A JURY TRIAL AND OTHER
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THE
WAIVERS IN THIS SECTION 12 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND SHALL APPLY
TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO ANY OF THE FACILITY DOCUMENTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. THE
PROVISIONS OF THIS SECTION 12 SHALL SURVIVE TERMINATION OF THE FACILITY DOCUMENTS AND THE INDEFEASIBLE PAYMENT IN FULL OF THE OBLIGATIONS.




 




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13.         Notices.
Any notice, report or other communication given hereunder shall be delivered in writing, electronically, via facsimile or addressed
to the address for each such party set forth in the Credit Agreement, or to such other address as any party shall have provided
to the other parties in writing. All notices required or permitted to be given hereunder shall be in writing and shall be deemed
given if such notice is mailed by first class mail, postage prepaid, hand delivered, sent by overnight courier service guaranteeing
next day delivery or sent by electronic mail or by telecopy (facsimile) in legible form to the address of such party as provided
above.


 


14.         Successors
and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of each of the Collateral
Manager, the Borrower and the Collateral Administrator; provided, however, that the Collateral Administrator may
not assign its rights and obligations hereunder without the prior written consent of the Collateral Manager, the Administrative
Agent and the Borrower, except that the Collateral Administrator may delegate to, employ as agent, or otherwise cause any duty
or obligation hereunder to be performed by, any direct or indirect wholly owned subsidiary of the Collateral Administrator or its
successors without the prior written consent of the Collateral Manager, the Administrative Agent or the Borrower (provided
that in such event the Collateral Administrator shall remain responsible for the performance of its duties as the Collateral Administrator
hereunder). Notwithstanding the foregoing, the Collateral Administrator consents to the pledge of its rights under this Agreement
by the Borrower to the Collateral Agent, as provided in the granting language set forth in Section 7.01 of the Credit Agreement.


 


15.         Counterparts.
This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together,
shall constitute but one and the same Agreement. Delivery of an executed signature page of this Agreement by facsimile or other
electronic transmission shall be effective as delivery of a manually executed counterpart hereof.


 


16.         Severability.
Any provision of this Agreement or any other Facility Document which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.


 


17.         Conflict
with the Credit Agreement. If this Agreement shall require that any action be taken with respect to any matter and the Credit
Agreement shall require that a different action be taken with respect to such matter, and such actions shall be mutually exclusive,
or if this Agreement should otherwise conflict with the Credit Agreement, the Collateral Administrator shall notify the Collateral
Manager and act in accordance with the Collateral Manager’s instructions.


 


18.         Subordination.
The Collateral Administrator agrees that the payment of all amounts to which it is entitled pursuant to this Agreement shall be
subordinated to the extent set forth in, and the Collateral Administrator agrees to be bound by the provisions of, the Credit Agreement
(as if it were a party to the Credit Agreement, in the case of any successor Collateral Administrator that is not also serving
as Collateral Agent under the Credit Agreement).


 


19.         Survival.
Notwithstanding anything herein to the contrary, all indemnifications set forth or provided for in this Agreement shall survive
the termination of this Agreement.


 




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20.         No
Petition in Bankruptcy. The Collateral Administrator agrees not to file or join in the filing of an involuntary petition in
bankruptcy against the Borrower for the nonpayment of the Collateral Administrator’s fees or other amounts payable by the
Borrower under this Agreement until the payment in full of all Obligations issued under the Credit Agreement and the expiration
of a period equal to one year and one day or, if longer, the applicable preference period under the Bankruptcy Code plus ten (10)
days following said payment. The provisions of this Section 20 shall survive termination of this Agreement.


 


21.         Limited
Recourse Against Borrower. Notwithstanding any other provision of this Agreement, each of the parties hereto hereby agrees
that any obligations of the Borrower under this Agreement are limited recourse obligations of the Borrower, payable solely from
the Collateral in accordance with Article IX of the Credit Agreement, and following realization of the Collateral, all obligations
of the Borrower under this Agreement and any claims of a party hereto shall be extinguished and shall not thereafter revive. No
recourse shall be had against any officer, director, employee, manager or member of the Borrower or its successors and assigns
for the payment of any amounts payable under this Agreement. The provisions of this Section 18 shall survive the termination
of this Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 




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IN WITNESS WHEREOF, the parties hereto
have caused this Collateral Administration Agreement to be executed and delivered as of the day first above written.


 


	 	BDCA-CB FUNDING, LLC, as Borrower
	 	 
	 	By:   Business Development Corporation of 

America, as its sole member


 


	 	By:	/s/ Robert K. Grunewald
	 	 	Name: Robert K. Grunewald
	 	 	Title: Chief Investment Officer


 


	 	Business Development Corporation 

of America, as Collateral Manager


 


	 	By:	/s/ Robert K. Grunewald
	 	 	Name: Robert K. Grunewald
	 	 	Title: Chief Investment Officer


 


[Signature Page to Collateral Administration
Agreement]


 




    	 



    	 



    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as 

Collateral Administrator


 


	 	By:	/s/ Jeffrey B. Stone
	 	 	Name: Jeffrey B. Stone
	 	 	Title: Vice President


 


[Signature Page to Collateral Administration
Agreement]


 




    	 



    	 



    

 


	 	CITIBANK, N.A., as Administrative Agent


 


	 	By:	/s/ Vincent Nocerino
	 	 	Name: Vincent Nocerino
	 	 	Title: Vice President


 


[Signature Page to Collateral Administration
Agreement]