EXECUTION VERSION


 





 



 


June 27, 2014


 


BDCA-CB FUNDING, LLC,


as Pledgor


 


U.S. BANK NATIONAL ASSOCIATION,


as Secured Party


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


as Securities Intermediary


 


ACCOUNT CONTROL AGREEMENT


 





 



 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I	INTERPRETATION	1
	 	 	 
	ARTICLE II	APPOINTMENT OF SECURITIES INTERMEDIARY	1
	 	 	 
	ARTICLE III	THE SECURED ACCOUNTS	1
	 	 	 
	ARTICLE IV	THE SECURITIES INTERMEDIARY	4
	 	 	 
	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	14
	 	 	 
	ARTICLE XIII	DEFINITIONS	15


 




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ACCOUNT CONTROL AGREEMENT
(this “Agreement”), dated as of June 27, 2014, among BDCA-CB FUNDING, LLC, as pledgor (the “Pledgor”),
U.S. BANK NATIONAL ASSOCIATION, as collateral agent on behalf of the Secured Parties to the Credit Agreement defined below (in
such capacity, the “Secured Party”) and U.S. BANK NATIONAL ASSOCIATION, 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.
Capitalized terms used in this Agreement shall have the meanings specified in Section 13. In addition, all terms used herein
which are defined in the Credit and Security Agreement, dated as of June 27, 2014 (the “Credit Agreement”),
among the Pledgor, as borrower, Business Development Corporation of America, as the collateral manager (the “Collateral
Manager”), the financial institutions from time to time party thereto, as lenders, Citibank, N.A. (“Citi”),
as the administrative agent (the “Administrative Agent”), and the Secured Party, as the collateral agent and
the custodian, 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. 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.


 


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 Pledgor,
it has established and is maintaining on its books and records, in the name of the Pledgor subject to the lien of the Secured Party,
the following: (i) the securities accounts designated as the “Collection Account” with account number 104790895908
(such account, together with any replacements thereof or substitutions therefor, the “Collection Account”),
(ii) the interest collection subaccount designated as the “Interest Collection SubAccount” with account number 172273-201
(such account, together with any replacements thereof or substitutions therefor, the “Interest Collection SubAccount”),
(iii) the principal collection subaccount designated as the “Principal Collection SubAccount” with account number 172273-202
(such account, together with any replacements thereof or substitutions therefor, the “Principal Collection SubAccount”),
(iv) the payment account designated as the “Payment Account” with account number 172273-200 (such account, together
with any replacements thereof or substitutions therefor, the “Payment Account”), and (v) the unfunded reserve
account designated as the “Unfunded Reserve Account” with account number 172273-203 (such account, together with any
replacements thereof or substitutions therefor, the “Unfunded Reserve Account”, and together with the Collection
Account, Interest Collection SubAccount, Principal Collection SubAccount, and Payment Account, 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) an 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 Credit 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 (x) 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 Section 8-102
of the UCC) 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 (each, a “Loan Assignment Agreement”)
in favor of the Pledgor as assignee, (y) 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 (z) any duty
on the part of the Securities Intermediary with respect to any such Loan Asset (including in respect of any duty it might otherwise
have to maintain a sufficient quantity of such Loan Asset for purposes of Section 8-504 of the UCC) 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 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)          Crediting
Property. The Securities Intermediary will, by book-entry notation, promptly credit to the applicable Secured Account all property
to be credited thereto pursuant to the Credit 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 or
security entitlement 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 this Agreement and the Credit Agreement, there are no other agreements entered into between the Securities Intermediary and
the Pledgor or any other Person with respect to any Secured Account or any financial asset or security entitlement credited thereto;


 


(ii)         other
than this Agreement and the Credit 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 credited thereto (A) pursuant to which it has agreed or will agree to comply with entitlement orders
(as that term is 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


 


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


 




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(h)          Transfer
Orders, Standing Instructions.


 


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


 


(ii)         Notwithstanding
clause (i) above, any time prior to the delivery to and receipt by the Securities Intermediary of a Notice of Exclusive
Control, the Securities Intermediary shall comply with each Transfer Order it receives from the Pledgor (or the Collateral Manager
on its behalf) without the further consent of the Secured Party or any other Person.


 


(iii)        Upon
the opening of business on the Business Day immediately following the Business Day on which a Notice of Exclusive Control is actually
received 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 and shall act solely upon Transfer Orders received from the Secured Party.


 


(iv)        Each
of the Secured Party and the Administrative Agent hereby agrees with the Pledgor that it shall not deliver a Notice of Exclusive
Control or Transfer Order, except after the occurrence and during the continuation of an Event of Default.


 


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, provided that the Securities Intermediary shall not be responsible for
any willful misconduct, gross negligence or bad faith on the part of any non-Affiliated agent or non-Affiliated attorney appointed
by it with due care. The Securities Intermediary shall be entitled to consult with counsel selected with due care and to act in
reliance upon the 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 Pledgor, the Collateral Manager,
the Secured Party, the Administrative Agent or any other Person.


 




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(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 and the Administrative Agent, 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 or security entitlements 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 or security entitlement 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 (x) 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 (y) 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 and obligations expressly set forth herein so long as it acts without fraud, gross negligence, willful
misconduct or bad faith. 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 a breach
of the terms of this Agreement, 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. The Securities Intermediary shall
not be deemed to have notice or knowledge of any Event of Default 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 Credit Agreement), the Securities Intermediary 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 Credit Agreement. The Securities
Intermediary shall in no event be liable for the application or misapplication of funds by any other Person (other than, subject
to Section 4(a), its agents, attorneys and employees), or for the acts or omissions of any such Person (including, without limitation,
those of the Pledgor). The Securities Intermediary shall not be bound to make any investigation into the facts or matters stated
in any certificate, report or other document.


 


(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 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, unless such action constitutes gross negligence, willful misconduct, bad faith or fraud on the part of the Securities
Intermediary.


 


(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 or security entitlement in any Secured Account), the Securities Intermediary is authorized to take
such action as legal counsel of its own choosing 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 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.


 




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(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 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 sixty (60) days’ written notice
by registered, certified or express mail to the Secured Party, the Administrative Agent and the Pledgor; provided that such resignation
shall take effect only upon the effective date of the appointment of a successor Securities Intermediary acceptable to the Secured
Party, the Administrative Agent 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 sixtieth (60th) 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.


 


(i)          Compensation
and Reimbursement. The Pledgor agrees: (i) to pay to the Securities Intermediary from time to time, reasonable compensation
for all services rendered by it hereunder; and (ii) to reimburse the Securities Intermediary upon its request for all 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 compensation and fees and the expenses and disbursements of its
agents, any independent accountants and counsel), except any expense, disbursement or advance as may be attributable to gross negligence,
fraud, bad faith or willful misconduct on the part of the Securities Intermediary. 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 9.01 of the Credit Agreement.


 


(j)          Securities
Intermediary and its Affiliates. U.S. Bank National Association and any of its Affiliates providing services in connection
with the transactions contemplated in the Facility 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 Facility Documents, including as
Securities Intermediary, may enter into business transactions, including the acquisition of investment securities as contemplated
by the Facility Documents, from which it and/or such Affiliates may derive revenues and profits in addition to the fees stated
in the various Facility Documents without any duty to account therefor.


 




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(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 reasonable 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 instructions sent by unsecured e-mail, facsimile transmission or other similar
unsecured electronic methods notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction,
unless such subsequent written instruction expressly revokes such prior instruction and the Securities Intermediary had not yet
commenced compliance with such prior 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
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 fraud, 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 (collectively, the “Losses”). 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 Credit Agreement and shall survive the termination of this Agreement and the resignation or removal
of the Securities Intermediary.


 


(iii)        Without
limiting the foregoing, after the delivery of a Notice of Exclusive Control, the Lenders agree to indemnify and hold harmless the
Securities Intermediary, from and against any and all Losses incurred in connection with this Agreement or the Secured Accounts
as a result of the Securities Intermediary complying with the instructions of the Secured Party (except to the extent due to the
Securities Intermediary’s fraud, bad faith, willful misconduct or gross negligence) and the Securities Intermediary shall
be entitled to the benefit of the indemnities in Section 12.04 of the Credit Agreement to the same extent as the Collateral Agent;
provided that such Losses shall not have been reimbursed by the Pledgor.


 




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(b)          Expenses
and Fees. The Pledgor shall be responsible for, and hereby agrees to pay, all reasonable 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 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 9.01(a) of the Credit Agreement.


 


(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, incidental 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 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 any other document relating to this Agreement to which it is a party 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 and any other document relating to this Agreement to which it is a party 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.


 




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(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.


 


(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 and delivery of 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 or security entitlement 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 Person asserts or seeks to assert a lien, encumbrance or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process) against any Secured Account or in any financial asset
or security entitlement carried therein, the Securities Intermediary will promptly notify the Pledgor and the Secured Party thereof.


 


ARTICLE
VIII


 


TRANSFER


 


Section 8.          Except
as provided in Section 10(d), 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.          Except
as provided herein, this Agreement shall remain in full force and effect until the Securities Intermediary receives notice from
the Secured Party of the occurrence of the later of (a) the termination of the Commitments and (b) the payment and satisfaction
in full of the Secured Obligations referred to in the Credit Agreement (other than contingent obligations for which no claim has
been made). Upon the joint written instruction of the Secured Party and the Pledgor, the Intermediary shall close the Accounts
and disburse to the Pledgor the balance of any assets therein, and the security interest in the Accounts shall be terminated.


 




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ARTICLE
X


 


MISCELLANEOUS


 


Section 10.         (a)          Entire
Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter
and supersedes all oral communication and prior writings with respect thereto.


 


(b)          Amendments.
No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced
by a facsimile transmission or e-mail correspondence), 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 Collateral Agent for the benefit of the Secured
Parties under the Credit 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.


 




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(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 Payment Date following such Person’s demand therefor in accordance with Section
9.01 of the Credit Agreement, provided that such demand is made no later than three (3) Business Days prior to the applicable Payment
Date.


 


(k)          Non-Petition.
The Securities Intermediary hereby agrees not to institute against, or join, cooperate with or encourage any other Person in instituting
against, the Pledgor any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceedings
or other proceedings under federal or state bankruptcy or similar laws until at least one year and one day, or if longer the applicable
preference period then in effect plus one day, after the payment in full of the Advances and the termination of all Commitments
under the Credit Agreement. The provisions of this Section 10(k) shall survive the termination of this Agreement.


 


(l)          Limited
Recourse. Notwithstanding any other provision of this Agreement, the Securities Intermediary hereby agrees that any obligations
of the Pledgor under this Agreement are limited recourse obligations of the Pledgor, payable solely from the Collateral in accordance
with Section 9.01(a) of the Credit Agreement, and following the realization of all of the Collateral, all obligations of the Pledgor
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, member or manager of the Pledgor or its successors or assigns for any amounts payable
under this Agreement. The provisions of this Section 10(l) shall survive the termination of this Agreement.


 


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 12.02 of the Credit
Agreement.


 







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(b)          Change
of Addresses. Any party hereto may by written notice to each other party hereto, change the 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, each Secured Account and the rights and obligations of the parties under this Agreement, any Secured Account
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 or any Secured Account and the transactions contemplated hereby shall be governed by and construed in
accordance with the law of the State of New York.


 


(b)          Jurisdiction.
With respect to any suit, action or proceedings relating to this Agreement or any matter among the parties arising under or in
connection with this Agreement (“Proceedings”), each party irrevocably: (i) submits for itself and its
property in any legal action or proceeding relating to this Agreement, 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, and (ii) waives
to the fullest extent permitted by Applicable Law any objection that it may now or hereafter have to the venue of any such Proceedings
in any such court or that such Proceedings were brought in an inconvenient court and agrees not to plead or claim the same and
further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such
party. Nothing in this Agreement precludes any party from bringing Proceedings in any other jurisdiction, nor will the bringing
of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.


 


(c)          Waiver
of Jury Trial Right. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY PROCEEDINGS
RELATING TO THIS AGREEMENT OR FOR ANY COUNTERCLAIM HEREIN OR RELATING HERETO. 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 clause (c).


 


(d)          Waiver
of Punitive Damages. To the extent permitted by applicable law, each party hereby
waives any right to claim or recover in any litigation whatsoever involving any person party hereto 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.


 




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(e)          Non-Petition.
Each of the Secured Party and Securities Intermediary hereby agrees not to institute against, or join, cooperate with or encourage
any other Person in instituting against, the Pledgor any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium
or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year and one
day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding
Obligations and the termination of all Commitments; provided that nothing in this Section 12(e) shall preclude, or
be deemed to prevent, any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and one
day period, or, if longer, the applicable preference period then in effect, in (i) any case or proceeding voluntarily filed or
commenced by the Pledgor or (ii) any involuntary insolvency proceeding filed or commenced against the Pledgor by a Person
other than any such Secured Party, or (b) from commencing against the Pledgor or any properties of the Pledgor any legal action
which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other
proceeding under federal or state bankruptcy or similar laws.


 


ARTICLE
XIII


 


DEFINITIONS


 


Section 13.         As
used in this Agreement:


 


“Agreement”
has the meaning specified in the preamble.


 


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


 


“Collection
Account” has the meaning specified in Section 3(a).


 


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


 


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


 


“Interest Collection
SubAccount” has the meaning specified in Section 3(a).


 


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


 


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


 


“Losses”
has the meaning specified in Section 5(a).


 


“Notice of Exclusive
Control” means a notice delivered to and received by the Securities Intermediary by the Secured Party in accordance with
Section 11(a) stating that the Secured Party is exercising exclusive control over the Secured Accounts.


 




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“Payment Account”
has the meaning specified in Section 3(a).


 


“Pledgor”
has the meaning specified in the preamble.


 


“Principal Collection
SubAccount” has the meaning specified in Section 3(a).


 


“Proceedings”
has the meaning specified in Section 12(b).


 


“Responsible
Officer” means any officer or other Person who is authorized to act for the Securities Intermediary in matters relating
to, and binding upon, the Securities Intermediary.


 


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


 


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


 


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


 


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


 


“Transfer Order”
has the meaning specified in Section 3(h)(i).


 


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


 


“Unfunded Reserve
Account” has the meaning specified in Section 3(a).


 




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


 


	 	Pledgor:
	 	 
	 	BDCA-CB FUNDING, LLC
	 	 
	 	By:  Business Development Corporation of America, its sole member
	 	 
	 	By:	/s/ Robert K. Grunewald
	 	 	Name:  Robert K. Grunewald
	 	 	Title: Chief Investment Officer


 


[Signature Page to Account Control Agreement]


 




    	 



    	 



    

 


	 	Secured Party:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION
	 	 
	 	By:	/s/ Jeffrey B. Stone
	 	 	Name: Jeffrey B. Stone
	 	 	Title: Vice President
	 	 
	 	Securities Intermediary:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION
	 	 
	 	By:	/s/ Jeffrey B. Stone
	 	 	Name:  Jeffrey B. Stone
	 	 	Title: Vice President


 


[Signature Page to Account Control Agreement]


 




    	 



    	 



    

 


	ACKNOWLEDGED AND AGREED TO BY:	 
	 	 
	CITIBANK, N.A., as Administrative Agent	 
	 	 
	By:	/s/ Vincent Nocerino	 
	 	Name: Vincent Nocerino	 
	 	Title: Vice President	 


 


[Signature Page to Account Control Agreement]