Exhibit 10.11


 


EXECUTION VERSION



 





 



  


March 12, 2019


 


MC INCOME PLUS FINANCING SPV LLC,

as Pledgor


 


MONROE CAPITAL INCOME PLUS CORPORATION,


as Collateral Manager


 


U.S. BANK NATIONAL ASSOCIATION, as Collateral
Agent

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


 




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ACCOUNT CONTROL AGREEMENT
(this “Agreement”), dated as of March 12, 2019, among MC INCOME PLUS FINANCING SPV LLC (the “Pledgor”),
MONROE CAPITAL INCOME PLUS CORPORATION (the “Collateral Manager”), U.S. BANK NATIONAL ASSOCIATION, as collateral
agent (in such capacity, the “Collateral Agent”) on behalf of the Secured Parties to the Revolving Credit and
Security 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.
The terms defined in Section 13 will have the meanings therein specified for the purpose of this Agreement. In addition,
all terms used herein which are defined in the Revolving Credit and Security Agreement, dated as of the date hereof (the “Revolving
Credit and Security Agreement”), among the Pledgor, as Borrower, the Collateral Manager, KeyBank National Association,
as administrative agent, the Collateral Agent, U.S. Bank National Association, as collateral administrator and as document 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. Unless the context otherwise clearly requires: (i) the definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined, (ii) whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms, (iii) the words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”, (iv) the word “will” shall be construed
to have the same meaning and effect as the word “shall”, (v) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time
to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein), (vi) any reference herein to any Person shall be construed to include such Person’s successors and
assigns, (vii) the words “herein,” “hereof” and “hereunder”, and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (viii) all references
herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement.


 




     


     


    

 


ARTICLE
II



APPOINTMENT OF SECURITIES INTERMEDIARY


 


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


 


ARTICLE
III



THE SECURED ACCOUNTS


 


Section 3.          (a)          Establishment
of Secured Accounts. The Securities Intermediary acknowledges and agrees that, at the direction and on behalf of the 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 191779-300 (such
account, together with any replacements thereof or substitutions therefor, the “Collection Account”), (ii) the
interest collection subaccount designated as the “Interest Collection SubAccount (Dollars)” with account number 191779-201
(such account, together with any replacements thereof or substitutions therefore, the “Interest Collection SubAccount”),
(iii) the principal collection subaccount designated as the “Principal Collection SubAccount (Dollars)” with account
number 191779-202 (such account, together with any replacements thereof or substitutions therefore, the “Principal Collection
SubAccount”), (iv) the payment account designated as the “Payment Account” with account number 191779-200
(such account, together with any replacements thereof or substitutions therefore, the “Payment Account”), and
(v) the custodial account designated as the “Custodial Account (Dollars)” with account number 191779-700 (such account,
together with any replacements thereof or substitutions therefore, the “Custodial Account” and together with
the Collection Account, the Interest Collection SubAccount, the Principal Collection SubAccount and the Payment Account, the “Secured
Accounts”).


 




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(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 Revolving Credit and Security Agreement.
The Pledgor and Secured Party hereby direct the Securities Intermediary, subject to the terms of this Agreement, to identify the
Secured Party on its books and records as the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC)
with respect to each Secured Account and the property held therein and the Securities Intermediary agrees to do the same. Notwithstanding
any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (a) interests in bank loans or participations
(collectively “Loan Assets”) may be acquired and delivered by the Pledgor to the Securities Intermediary from
time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102)
or an instrument (as that term is defined in Section 9-102(a)(4a) of the UCC), and may be evidenced solely by delivery to the Securities
Intermediary of a facsimile or other electronic copy of an assignment agreement (“Loan Assignment Agreement”)
in favor of the Pledgor as assignee, (b) any such Loan Assignment Agreement (and the registration of the related Loan Assets on
the books and records of the applicable obligor or bank agent) shall be registered in the name of the Pledgor, and (c) any duty
on the part of the Securities Intermediary with respect to such Loan Asset (including in respect of any duty it might otherwise
have to maintain a sufficient quantity of such Loan Asset for purposes of UCC Section 8-504) shall be limited to the exercise of
reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered
to it. It is acknowledged and agreed that the Securities Intermediary is not under a duty to examine 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.


 


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


 


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


 


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


 


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


 




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


 


(i)          other
than this Agreement and all other account forms required by the Securities Intermediary (collectively, the “Account Agreement”),
there are no other agreements entered into between the Securities Intermediary and the Pledgor with respect to any Secured Account
or any financial asset or security entitlement credited thereto;


 


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


 


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


 


(h)          Transfer
Orders, Standing Instructions.


 


(i)          The
Pledgor, the Collateral Manager, the Secured Party, the Administrative Agent and the Securities Intermediary each agree that if
at any time a Responsible Officer of the Securities Intermediary shall receive an “entitlement order” (within the meaning
of Section 8-102(a)(8) of the New York UCC) or any other order 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)         At
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 instructions
it receives from the Pledgor and shall act solely upon Transfer Orders received from the Secured Party.


 


(iv)        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.


 




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ARTICLE
IV



THE SECURITIES INTERMEDIARY


 


Section 4.          (a)          Performance
of Duties. The Securities Intermediary may execute any of the powers hereunder or perform any of its duties hereunder directly
or by or through agents, attorneys or employees, provided that the Securities Intermediary shall not be responsible for
any misconduct or negligence 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.


 


(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 credited thereto) simultaneously to the Pledgor and
the Secured Party. The Securities Intermediary will furnish to the Secured Party and the Pledgor, upon written request, an account
statement with respect to each Secured Account.


 


(d)          Subordination.
In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security
interest in any of the Secured Accounts, or any financial asset credited thereto, the Securities Intermediary hereby subordinates
any such security interest therein to the security interest of the Collateral Agent 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 Collateral Agent any and all statutory, regulatory, contractual or other rights
now or hereafter existing in favor of the Securities Intermediary over or with respect to any Secured Account, all property credited
thereto and all security entitlements to such property (including (i) any and all contractual rights of set-off, lien or compensation,
(ii) any and all statutory or regulatory rights of pledge, lien, set-off or compensation, (iii) any and all statutory,
regulatory, contractual or other rights to put on hold, block transfers from or fail to honor instructions of the Pledgor with
respect to any Secured Account, or (iv) any and all statutory or other rights to prohibit or otherwise limit the pledge, assignment,
collateral assignment or granting of any type of security interest in any Secured Account), except the Securities Intermediary
may set off (i) the face amount of any checks that have been credited to any Secured Account but are subsequently returned unpaid
because of uncollected or insufficient funds and (ii) reversals or cancellations of payment orders and other electronic fund transfers.


 




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(e)          Limitation
on Liability. The Securities Intermediary shall not have any duties or obligations except those expressly set forth herein
and shall satisfy those duties expressly set forth herein so long as it acts without 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 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 liable for any action a Responsible Officer of the Securities Intermediary
takes or omits to take in good faith that it reasonably believes to be authorized or within its rights or powers hereunder. The
Securities Intermediary shall not be deemed to have notice or knowledge of any 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 Revolving Credit and Security 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 Revolving Credit and Security Agreement. The Securities Intermediary shall in no event be liable for the application or
misapplication of funds by any other person, or for the acts or omissions of any other person (including, without limitation, those
of the Pledgor). 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.


 




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


 


(h)          Successor
Securities Intermediary.


 


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


 


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


 


(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 reasonable
out-of-pocket 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 reasonable out-of-pocket
expenses and disbursements of its agents, experts, 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(a) of the Revolving Credit and Security Agreement.


 




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(j)          Securities
Intermediary and their Affiliates. U.S. Bank National Association and any of its affiliates providing services in connection
with the transactions contemplated in the 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.


 


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


 


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


 


(m)          Facsimile
and Electronic Transmissions. The Securities Intermediary agrees to accept and act upon instructions or directions pursuant
to this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided
that any person providing such instructions or directions shall provide to the Securities Intermediary an incumbency certificate
listing such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added
or deleted from the listing. If the Pledgor elects to give the Securities Intermediary e-mail or facsimile instructions (or instructions
by a similar electronic method), the Securities Intermediary’s understanding of such instructions shall be deemed controlling.
The Securities Intermediary shall not be liable for any losses, costs or expenses arising directly or indirectly from the Securities
Intermediary’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent
with a subsequent written instruction. Each of the Pledgor and the Collateral Manager 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 (including the reasonable out-of-pocket fees and disbursements of counsel) 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, performance or enforcement 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 Revolving Credit and Security 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 and its directors, officers, employees and agents, from and against any and all Losses incurred in connection
with this Agreement or the Accounts (except to the extent due to the Securities Intermediary’s 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
Revolving Credit and Security 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 reasonable out-of-pocket 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 out-of-pocket costs and expenses incurred in connection with
the execution, administration or enforcement of this Agreement including reasonable out-of-pocket fees and costs of agents, experts
and attorneys, 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 Revolving Credit and Security 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 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 has taken all necessary action to authorize such execution, delivery and performance;
and this Agreement has been, and each other such document will be, duly executed and delivered by it.


 


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


 




    	-10-



     


    

 


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


 


(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, delivery and performance by the Securities Intermediary of this Agreement have been obtained and are in full force and
effect and all conditions of any such consents have been complied with.


 


ARTICLE
VII



ADVERSE CLAIMS


 


Section 7.          Except
for the claims and interest set forth in this Agreement, no Responsible Officer of the Securities Intermediary actually knows of
any claim to, or interest in, any Secured Account or in any “financial asset” (as defined in Section 8-102(a)
of the UCC) credited thereto. If a Responsible Officer of the Securities Intermediary with direct responsibility for administration
of this Agreement has actual knowledge of or receives written notice that any 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 carried therein, the Securities Intermediary will promptly notify the Pledgor thereof (and the
Pledgor shall promptly notify the Secured Party thereof).


 


ARTICLE
VIII



TRANSFER


 


Section 8.          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.


 




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ARTICLE
IX



TERMINATION


 


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


 


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 or other electronic transmission), executed by each of the parties hereto.


 


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


 


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


 




    	-12-



     


    

 


(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.


 


(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 Revolving Credit and Security Agreement, provided that such demand is made no later than two (2) 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 Revolving Credit and Security Agreement. The provisions of this Section 10(k) 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 16.02 of the Revolving
Credit and Security Agreement.


 




    	-13-



     


    

 


(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 any matter arising among the parties under or in connection with this Agreement
or any Secured Account, will be governed by and construed in accordance with the laws 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 to the non-exclusive
jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan
in New York City, and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings
brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives
the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing
in this Agreement precludes either 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 PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING. Each party hereby (i) certifies that no representative,
agent or attorney of any other party has represented, expressly or otherwise, that any other party would not, in the event of a
Proceeding, seek to enforce the foregoing waiver, and (ii) acknowledges that it has been induced to enter into this Agreement
by, among other things, the mutual waivers and certifications in this paragraph (c).


 


ARTICLE
XIII



DEFINITIONS


 


Section 13.         As
used in this Agreement:


 


“Agreement”
has the meaning specified in the Recitals.


 


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


 




    	-14-



     


    

 


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


 


“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.


 


“Person”
means any natural person or legal entity, including with out limitation any corporation, partnership, limited liability company,
statutory or common law trust, or governmental entity or unit.


 


“Pledgor”
has the meaning specified in the Recitals.


 


“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 and who has direct responsibility for the administration of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	-15-



     


    

 


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


 


	 	Pledgor:
	 	 
	 	MC INCOME PLUS FINANCING SPV LLC
	 	 
	 	By: Monroe Capital Income Plus Corporation, as Designated Manager
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Collateral Manager:
	 	 
	 	MONROE CAPITAL INCOME PLUS CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Account Control Agreement]


 




     


     


    

 


	 	Secured Party:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Securities Intermediary:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Account Control Agreement]


 




     


     


    

 


	ACKNOWLEDGED AND AGREED TO BY:	 
	 	 
	KEYBANK NATIONAL ASSOCIATION,	 
	as Administrative Agent	 
	 	 
	By:		 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Account Control Agreement]