Exhibit 10.1


 


EXECUTION VERSION


 


AMENDMENT NO. 5 TO 


LOAN AND SERVICING AGREEMENT


 


THIS AMENDMENT NO.
5 TO LOAN AND SERVICING AGREEMENT, dated as of May 29, 2015 (this “Amendment”) is entered into by and among
BDCA Funding I, LLC, as the borrower (in such capacity, the “Borrower”), Business Development Corporation of
America, as the servicer (in such capacity, the “Servicer”), Wells Fargo Bank, National Association, as the
required lender as of the date hereof (in such capacity, the “Required Lender”), and Wells Fargo Securities,
LLC, as the administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but
not defined herein have the meanings provided in the Agreement (as defined below).


 


RECITALS




 


WHEREAS, reference
is made to the Loan and Servicing Agreement, dated as of July 24, 2012 (as amended, modified, waived, supplemented or restated
from time to time, the “Agreement”), by and among the Borrower, the Servicer, the Conduit Lenders, the Institutional
Lenders, the Lender Agents, the Administrative Agent, and U.S. Bank National Association, as the collateral agent, the account
bank and the collateral custodian; and


 


WHEREAS, the
parties hereto desire to further amend the Agreement in certain respects as specified herein, pursuant to and in accordance with
Section 11.01 of the Agreement;


 


NOW, THEREFORE,
based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


SECTION 1. AMENDMENT.


 


The Agreement is hereby
amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add
the bold and double-underlined text (indicated textually in the same manner as the following example:  bold and double-underlined
text) as set forth on the pages of the Agreement attached as Exhibit A hereto.


 


SECTION 2. AGREEMENT IN FULL FORCE AND EFFECT
AS AMENDED.


 


Except as specifically
amended hereby, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective,
all references to the Agreement and corresponding references thereto or therein such as “hereof”, “herein”,
or words of similar effect referring to the Agreement shall be deemed to mean the Agreement as amended hereby. This Amendment shall
not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth
herein.


 


SECTION 3. REPRESENTATIONS.


 


Each of the Borrower
and the Servicer, severally for itself only, represents and warrants as of the date of this Amendment as follows:


 




    	 



    	 



    

 


(i)          it
is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation
or organization;


 


(ii)         the
execution, delivery and performance by it of this Amendment and the Agreement as amended hereby are within its powers, have
been duly authorized, and do not contravene (A) its charter, by-laws, or other organizational documents, or (B) any
Applicable Law;


 


(iii)        no
consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental
authority, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment
and the Agreement as amended hereby by or against it;


 


(iv)        this
Amendment has been duly executed and delivered by it and is effective to amend the Agreement as contemplated by the amendment provisions
thereof;


 


(v)         each
of this Amendment and the Agreement as amended hereby constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general
principles of equity; and


 


(vi)        there
is no Unmatured Event of Default, Event of Default or Servicer Termination Event.


 


SECTION 4. CONDITIONS TO EFFECTIVENESS.


 


The effectiveness of
this Amendment is conditioned upon: (i) payment of the fees referred to in each the respective fee letter of each Lender referred
to below, and, to the extent invoiced, outstanding fees of each Lender and any invoiced outstanding fees and disbursements of the
Administrative Agent (if any); (ii) delivery and execution of certain amendments to the Wells Fargo Lender Fee Letter by the parties
thereto; (iii) delivery of a duly executed Swingline Note in the name of “Wells Fargo Bank, National Association, as Swingline
Lender” and in the face amount equal to $50,000,000; (iv) delivery of a duly executed Variable Funding Note in the name of
“State Street Bank and Trust Company, as Lender” and in the face amount equal to $50,000,000; (v) delivery of a duly
executed Variable Funding Note in the name of “EverBank Commercial Finance, Inc., as Lender” and in the face amount
equal to $25,000,000; (vi) delivery of a duly executed Variable Funding Note in the name of “OneWest Bank N.A., as Lender”
and in the face amount equal to $25,000,000; (vii) delivery and execution of the Joinder Supplement in respect of each new Lender
and any ancillary documents related thereto; (viii) delivery of an opinion of counsel for the Borrower and the Servicer in form
and substance reasonably satisfactory to the Administrative Agent and the Lenders (including, without limitation, reliance letters
in respect of the original true-sale and non-consolidation opinions); and (ix) delivery of executed signature pages by all parties
hereto to the Administrative Agent.


 






    	- 2 -



    	 



    

 


SECTION 5. MISCELLANEOUS.


 


(a)          This
Amendment may be executed in any number of counterparts (including by facsimile or e-mail), and by the different parties
hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which
together shall constitute one and the same agreement.


 


(b)          The
descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not
be deemed to affect the meaning or construction of any of the provisions hereof.


 


(c)          This
Amendment may not be amended or otherwise modified except as provided in the Agreement.


 


(d)          The
failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.


 


(e)          Whenever
the context and construction so require, all words used in the singular number herein shall be deemed to have been used in
the plural number, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall
include the masculine and feminine.


 


(f)          This
Amendment and the Agreement represent the final agreement among the parties with respect to the matters set forth therein and
may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements among the parties. There are no
unwritten oral agreements among the parties with respect to such matters.


 


(g)          THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND
NOTICE PROVISIONS OF THE AGREEMENT.


 


[Remainder of Page Intentionally Left Blank]


 




    	- 3 -



    	 



    

 


IN WITNESS WHEREOF,
the parties have caused this Amendment No. 5 to be executed by their respective officers thereunto duly authorized, as of the
date first above written.


 


	 	BDCA FUNDING I, LLC,

 as the Borrower
	 	 
	 	By: BUSINESS DEVELOPMENT
	 	CORPORATION OF AMERICA, Member of BDCA Funding I, LLC
	 	 
	 	By:	/s/ Robert K. Grunewald
	 	Name: Robert K. Grunewald
	 	Title: President and CIO


 


	 	BUSINESS DEVELOPMENT CORPORATION OF AMERICA, as the Servicer
	 	 
	 	By:	/s/ Robert K. Grunewald
	 	Name: Robert K. Grunewald
	 	Title: President and CIO


 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


 


BDCA Funding I, LLC


Amendment No. 5 to LSA


 




    	 



    	 



    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as the Required Lender
	 	 
	 	By:	/s/ Raj Shah
	 	 
	 	Name: Raj Shah
	 	 
	 	Title: Managing Director


 


	 	WELLS FARGO SECURITIES, LLC,
	 	as the Administrative Agent
	 	 
	 	By:	/s/ Mike Romanzo, CFA
	 	Name: Mike Romanzo, CFA 
	 	Title: Director


 


BDCA Funding I, LLC 


Amendment No. 5 to LSA


 




    	 



    	 



    

 


EXHIBIT A


 


[To Be Attached]


 


BDCA Funding I, LLC


Amendment No. 5 to LSA


 




    	 



    	 



    

 


EXECUTION COPYDECHERT
DRAFT


(Conformed to Amendment 45)


 


Up to U.S. $300,000,000400,000,000


 


LOAN AND SERVICING AGREEMENT


 


Dated as of July 24, 2012


 


Among


 


BDCA FUNDING I, LLC,


as the Borrower


 


BUSINESS DEVELOPMENT CORPORATION OF AMERICA,


as the Servicer and the Seller


 


WELLS FARGO SECURITIES, LLC,


as the Administrative Agent


 


WELLS FARGO BANK, NATIONAL
ASSOCIATION,


as the Swingline
Lender 


 


EACH OF THE CONDUIT LENDERS AND
INSTITUTIONAL LENDERS FROM TIME


TO TIME PARTY
HERETO,


as the Lenders


 


EACH OF THE LENDER AGENTS FROM TIME TO TIME
PARTY HERETO,


as the Lender Agents


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


as the Collateral Agent, Account Bank and
Collateral Custodian


 




    	 



    	 



    

 


TABLE OF CONTENTS





 


	 	 	Page
	 	 	 
	ARTICLE I. DEFINITIONS	1
	 	 	 
	Section 1.01	Certain Defined Terms	1
	 	 	 
	Section 1.02	Other Terms	3435
	 	 	 
	Section 1.03	Computation of Time Periods	3435
	 	 	 
	Section 1.04	Interpretation	36
	 	 	 
	ARTICLE II. THE FACILITY	3536
	 	 	 
	Section 2.01	Variable Funding Note and Advances	3536
	 	 	 
	Section 2.02	Procedure for Advances	3637
	 	 	 
	Section 2.03	Determination of Yield	3739
	 	 	 
	Section 2.04	Remittance Procedures	3739
	 	 	 
	Section 2.05	Instructions to the Collateral Agent and the Account Bank	4143
	 	 	 
	Section 2.06	Borrowing Base Deficiency Payments	4244
	 	 	 
	Section 2.07	Substitution and Sale of Loan Assets; Affiliate Transactions	4345
	 	 	 
	Section 2.08	Payments and Computations, Etc	4648
	 	 	 
	Section 2.09	Non-Usage Fee	4749
	 	 	 
	Section 2.10	Increased Costs; Capital Adequacy	4850
	 	 	 
	Section 2.11	Taxes	4951
	 	 	 
	Section 2.12	Collateral Assignment of Agreements	5053
	 	 	 
	Section 2.13	Grant of a Security Interest	5153
	 	 	 
	Section 2.14	Evidence of Debt	5153
	 	 	 
	Section 2.15	Survival of Representations and Warranties	5154
	 	 	 
	Section 2.16	Release of Loan Assets	5254
	 	 	 
	Section 2.17	Treatment of Amounts Received by the Borrower	5254
	 	 	 
	Section 2.18	Prepayment; Termination	5254
	 	 	 
	Section 2.19	Extension of Reinvestment Period	5355
	 	 	 
	Section 2.20	Collections and Allocations	5355
	 	 	 
	Section 2.21	Reinvestment of Principal Collections	5557
	 	 	 
	Section 2.22	Additional Lenders	5558
	 	 	 
	Section 2.23	Refunding of Swingline Advances	58
	 	 	 
	ARTICLE III. CONDITIONS PRECEDENT	5659


 




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TABLE OF CONTENTS

(continued)


 


	 	 	Page
	 	 	 
	Section 3.01	Conditions Precedent to Effectiveness	5659
	 	 	 
	Section 3.02	Conditions Precedent to All Advances	5760
	 	 	 
	Section 3.03	Advances Do Not Constitute a Waiver	5962
	 	 	 
	Section 3.04	Conditions to Pledges of Loan Assets	5962
	 	 	 
	ARTICLE IV. REPRESENTATIONS AND WARRANTIES	6063
	 	 	 
	Section 4.01	Representations and Warranties of the Borrower	6063
	 	 	 
	Section 4.02	Representations and Warranties of the Borrower Relating to the Agreement and the Collateral Portfolio	6871
	 	 	 
	Section 4.03	Representations and Warranties of the Servicer	6972
	 	 	 
	Section 4.04	Representations and Warranties of the Collateral Agent	7376
	 	 	 
	Section 4.05	Representations and Warranties of each Lender	7477
	 	 	 
	Section 4.06	Representations and Warranties of the Collateral Custodian	7477
	 	 	 
	ARTICLE V. GENERAL COVENANTS	7578
	 	 	 
	Section 5.01	Affirmative Covenants of the Borrower	7578
	 	 	 
	Section 5.02	Negative Covenants of the Borrower	8184
	 	 	 
	Section 5.03	Affirmative Covenants of the Servicer	8487
	 	 	 
	Section 5.04	Negative Covenants of the Servicer	8891
	 	 	 
	Section 5.05	Affirmative Covenants of the Collateral Agent	9093
	 	 	 
	Section 5.06	Negative Covenants of the Collateral Agent	9093
	 	 	 
	Section 5.07	Affirmative Covenants of the Collateral Custodian	9093
	 	 	 
	Section 5.08	Negative Covenants of the Collateral Custodian	9194
	 	 	 
	ARTICLE VI. ADMINISTRATION AND SERVICING OF CONTRACTS	9194
	 	 	 
	Section 6.01	Appointment and Designation of the Servicer	9194
	 	 	 
	Section 6.02	Duties of the Servicer	9396
	 	 	 
	Section 6.03	Authorization of the Servicer	9699
	 	 	 
	Section 6.04	Collection of Payments; Accounts	97100
	 	 	 
	Section 6.05	Realization Upon Loan Assets	98101
	 	 	 
	Section 6.06	Servicing Compensation	99102
	 	 	 
	Section 6.07	Payment of Certain Expenses by Servicer	99102
	 	 	 
	Section 6.08	Reports to the Administrative Agent; Account Statements; Servicing Information	99102


  




    	ii



    	 



    

 


TABLE OF CONTENTS

(continued)


 


	 	 	Page
	 	 	 
	Section 6.09	Annual Statement as to Compliance	101104
	 	 	 
	Section 6.10	Annual Independent Public Accountant’s Servicing Reports 	101104
	 	 	 
	Section 6.11	The Servicer Not to Resign	101104
	 	 	 
	ARTICLE VII. EVENTS OF DEFAULT	102105
	 	 	 
	Section 7.01	Events of Default	102105
	 	 	 
	Section 7.02	Additional Remedies of the Administrative Agent	105108
	 	 	 
	ARTICLE VIII. INDEMNIFICATION	107110
	 	 	 
	Section 8.01	Indemnities by the Borrower	107110
	 	 	 
	Section 8.02	Indemnities by Servicer	111114
	 	 	 
	Section 8.03	Legal Proceedings	112115
	 	 	 
	Section 8.04	After-Tax Basis	113116
	 	 	 
	ARTICLE IX. THE ADMINISTRATIVE AGENT AND LENDER AGENTS	113116
	 	 	 
	Section 9.01	The Administrative Agent	113116
	 	 	 
	Section 9.02	The Lender Agents	117120
	 	 	 
	ARTICLE X. COLLATERAL AGENT	119122
	 	 	 
	Section 10.01	Designation of Collateral Agent	119122
	 	 	 
	Section 10.02	Duties of Collateral Agent	119122
	 	 	 
	Section 10.03	Merger or Consolidation	122124
	 	 	 
	Section 10.04	Collateral Agent Compensation	122125
	 	 	 
	Section 10.05	Collateral Agent Removal	122125
	 	 	 
	Section 10.06	Limitation on Liability	122125
	 	 	 
	Section 10.07	Collateral Agent Resignation	124127
	 	 	 
	ARTICLE XI. MISCELLANEOUS	124127
	 	 	 
	Section 11.01	Amendments and Waivers	124127
	 	 	 
	Section 11.02	Notices, Etc	125127
	 	 	 
	Section 11.03	No Waiver; Remedies	125128
	 	 	 
	Section 11.04	Binding Effect; Assignability; Multiple Lenders	125128
	 	 	 
	Section 11.05	Term of This Agreement	126129
	 	 	 
	Section 11.06 GOVERNING LAW; JURY WAIVER	126129
	 	 	 
	Section 11.07	Costs, Expenses and Taxes	126129


 




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TABLE OF CONTENTS

(continued)


 


	 	 	Page
	 	 	 
	Section 11.08	No Proceedings	127130
	 	 	 
	Section 11.09	Recourse Against Certain Parties	127130
	 	 	 
	Section 11.10	Execution in Counterparts; Severability; Integration	129132
	 	 	 
	Section 11.11	Consent to Jurisdiction; Service of Process	129132
	 	 	 
	Section 11.12	Characterization of Conveyances Pursuant to the Purchase and Sale Agreement	129133
	 	 	 
	Section 11.13	Confidentiality	131134
	 	 	 
	Section 11.14	Non-Confidentiality of Tax Treatment	132135
	 	 	 
	Section 11.15	Waiver of Set Off	132135
	 	 	 
	Section 11.16	Headings and Exhibits	132135
	 	 	 
	Section 11.17	Ratable Payments	132136
	 	 	 
	Section 11.18	Failure of Borrower or Servicer to Perform Certain Obligations	133136
	 	 	 
	Section 11.19	Power of Attorney	133136
	 	 	 
	Section 11.20	Delivery of Termination Statements, Releases, etc	133136
	 	 	 
	ARTICLE XII. COLLATERAL CUSTODIAN	133137
	 	 	 
	Section 12.01	Designation of Collateral Custodian	133137
	 	 	 
	Section 12.02	Duties of Collateral Custodian	134137
	 	 	 
	Section 12.03	Merger or Consolidation	136140
	 	 	 
	Section 12.04	Collateral Custodian Compensation	137140
	 	 	 
	Section 12.05	Collateral Custodian Removal	137140
	 	 	 
	Section 12.06	Limitation on Liability	137140
	 	 	 
	Section 12.07	Collateral Custodian Resignation	138142
	 	 	 
	Section 12.08	Release of Documents	139142
	 	 	 
	Section 12.09	Return of Required Loan Documents	140143
	 	 	 
	Section 12.10	Access to Certain Documentation and Information Regarding the Collateral Portfolio; Audits of Servicer	140143
	 	 	 
	Section 12.11	Collateral Custodian as Agent of Collateral Agent	140143


 




    	iv



    	 



    

 


LIST OF SCHEDULES AND EXHIBITS


 


SCHEDULES 


 


	SCHEDULE I	Conditions Precedent Documents
	SCHEDULE II	Prior Names, Tradenames, Fictitious Names and “Doing Business As” Names
	SCHEDULE III	Eligibility Criteria
	SCHEDULE IV	Agreed-Upon Procedures for Independent Public Accountants
	SCHEDULE V	Loan Asset Schedule


 


EXHIBITS 


 


	EXHIBIT A	Form of Approval Notice
	EXHIBIT B	Form of Assignment of Mortgage
	EXHIBIT C	Form of Borrowing Base Certificate
	EXHIBIT D	Form of Disbursement Request
	EXHIBIT E	Form of Joinder Supplement
	EXHIBIT F	Form of Notice of Borrowing
	EXHIBIT G	Form of Notice of Reduction (Reduction of Advances Outstanding)
	EXHIBIT H	[Reserved]
	EXHIBIT I-1	Form of Variable Funding Note
	EXHIBIT I-2	Form of Swingline Note 
	EXHIBIT J	Form of Notice of Lien Release Dividend and Request for Consent
	EXHIBIT K	Form of Certificate of Closing Attorneys
	EXHIBIT L	Form of Servicing Report
	EXHIBIT M	Form of Servicer’s Certificate (Servicing Report)
	EXHIBIT N	Form of Release of Required Loan Documents
	EXHIBIT O	Form of Transferee Letter
	EXHIBIT P	Form of Power of Attorney for Servicer
	EXHIBIT Q	Form of Power of Attorney for Borrower
	EXHIBIT R	Form of Servicer’s Certificate (Loan Asset Register)


 


ANNEXES 


 


	ANNEX A	Commitments


 


 




    	v



    	 



    

 


This LOAN AND SERVICING AGREEMENT is made as of July 24, 2012,


among:


 


(1)         BDCA
FUNDING I, LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Borrower”);


 


(2)         BUSINESS
DEVELOPMENT CORPORATION OF AMERICA, a Maryland corporation, as the Servicer (as defined herein) and the Seller (as defined herein);


 


(3)         EACH
OF THE CONDUIT LENDERS FROM TIME TO TIME PARTY HERETO, as a Conduit Lender;


 


(4)         EACH
OF THE INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as an Institutional Lender;


 


(5)         EACH
OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO, as a Lender Agent;


 


(6)         WELLS
FARGO SECURITIES, LLC, as Administrative Agent (“Administrative Agent”);


 


(7)         WELLS
FARGO BANK, NATIONAL ASSOCIATION, as the swingline lender (together with its successors and assigns in such capacity, the “Swingline
Lender”); and


 


(78) U.S.
BANK NATIONAL ASSOCIATION, as the Collateral Agent (together with its successors and assigns in such capacity, the “Collateral
Agent”), the Account Bank (as defined herein) and the Collateral Custodian (together with its successors and assigns
in such capacity, the “Collateral Custodian”).


 


PRELIMINARY STATEMENT


 


The Lenders have agreed,
on the terms and conditions set forth herein, to provide a secured revolving credit facility which shall provide for Advances under
the Variable Funding Note(s) and Swingline Advances under the Swingline Note from time
to time in an aggregate principal amount not to exceed the Borrowing Base. The proceeds of the Advances will be used to finance
the Borrower’s purchase, on a “true sale” basis, of Eligible Loan Assets from the Seller, approved by the Administrative
Agent, pursuant to the Purchase and Sale Agreement between the Borrower and the Seller. Accordingly, the parties agree as follows:


 


ARTICLE I.


 


DEFINITIONS


 


SECTION 1.01          Certain
Defined Terms.


 





    	 



    	 



    

 


 


(a)          Certain
capitalized terms used throughout this Agreement are defined above or in this Section 1.01.


 


(b)          As
used in this Agreement and the exhibits and schedules thereto (each of which is hereby incorporated herein and made a part hereof),
the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms
of the terms defined):


 


“1940 Act”
means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.


 


“Account Bank”
means U.S. Bank National Association, in its capacity as the “Account Bank” pursuant to the Collection Account Agreement.


 


“Action” has the meaning assigned
to that term in Section 8.03.


 


“Additional Amount” has the meaning
assigned to that term in Section 2.11(a).


 


“Adjusted
Borrowing Value” means for any Loan Asset, for any date of determination, an amount equal to the lowest of: (i)
the Outstanding Balance of such Loan Asset at such time, (ii) the Advance Date Assigned Value of such Loan Asset at such
time multiplied by the Outstanding Balance of such Loan Asset at such time and (iii) the Assigned Value of such Loan Asset at
such time multiplied by the Outstanding Balance of such Loan Asset at such time; provided that, the parties hereby
agree that the Adjusted Borrowing Value of any Loan Asset that is no longer an Eligible Loan Asset shall be zero; provided
further that (a) no accrued or PIK Interest shall be included in the Outstanding Balance of any Eligible Loan Asset      and, (b)
the aggregate Adjusted Borrowing Value for all Loan AssetsMiddle
Market Loans with respect to each of the three largest Obligors and its Affiliates shall not
exceed $20,000,00024,000,000 and for any other single Obligor and its Affiliates shall not exceed $15,000,00020,000,000
and (c) the aggregate Adjusted Borrowing Value for all Broadly Syndicated Loans for any single Obligor and its
Affiliates shall not exceed $20,000,000 (for the avoidance of doubt, companies owned by the same private equity
sponsor shall not be considered “Affiliates” for purposes of this definition).


 


“Administrative
Agent” means Wells Fargo Securities, LLC, in its capacity as administrative agent for the Lender Agents, together with
its successors and assigns, including any successor appointed pursuant to Article IX.


 


“Advance”
means each loan advanced by the Lenders (including the Swingline Lender) to the Borrower
on an Advance Date pursuant to Article II.


 


“Advance Date”
means, with respect to any Advance or Swingline Advance, the date on which such Advance
is made.


 


“Advance Date
Assigned Value” means, with respect to any Loan Asset, the value (expressed as a percentage of the Outstanding Balance
of such Loan Asset) equal to the lesser of (i) the purchase price paid by the Borrower to acquire such Loan Asset (expressed exclusive
of accrued interest); provided that the purchase price of any asset purchased in the
primary market at a price of 97% of par or greater shall be assumed to be 100%
and (ii) the Assigned Value as of the date of contribution of such Loan Asset into the Collateral Portfolio.


 




    	-2-



    	 



    

 


“Advances Outstanding”
means, at any time, the sum of the principal amounts of Advances loaned to the Borrower for the initial and any subsequent borrowings
pursuant to Sections 2.01 and 2.02 as of such time, reduced by the aggregate Available Collections received and distributed
as repayment of principal amounts of Advances outstanding pursuant to Section 2.04 at or prior to such time and any other
amounts received by the Lenders to repay the principal amounts of Advances outstanding pursuant to Section 2.18 or otherwise
at or prior to such time; provided that the principal amounts of Advances outstanding shall not be reduced by any Available
Collections or other amounts if at any time such Available Collections or other amounts are rescinded or must be returned for any
reason.


 


“Affected Party” has the meaning
assigned to that term in Section 2.10.


 


“Affiliate”
when used with respect to a Person, means any other Person controlling, controlled by or under common control with such Person.
For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to
vote 20% or more of the voting securities of such Person or to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing; provided that for purposes of determining whether any Loan Asset is an Eligible
Loan Asset or for purposes of Section 5.01(b)(xixxviii), the term Affiliate shall not include any Affiliate relationship
which may exist solely as a result of direct or indirect ownership of, or control by, a common Financial Sponsor.


 


“Agented Note”
means any Loan Asset originated as a part of a syndicated loan transaction that has been closed (without regard to any contemporaneous
or subsequent syndication of such Loan Asset) prior to such Loan Asset becoming part of the Collateral Portfolio.


 


“Agreement”
means this Loan and Servicing Agreement, as the same may be amended, restated, supplemented and/or otherwise modified from time
to time hereafter.


 


“Applicable
Law” means for any Person all existing and future laws, rules, regulations (including proposed, temporary and final income
tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations by any
Governmental Authority applicable to such Person (including, without limitation, predatory lending laws, usury laws, the Federal
Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt
Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations
“B” and “Z”, the Servicemembers Civil Relief Act of 2003 and state adaptations of the National Consumer
Act and of the Uniform Consumer Credit Code and all other consumer credit laws and equal credit opportunity and disclosure laws)
and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial,
or quasi-judicial tribunal or agency of competent jurisdiction.


 




    	-3-



    	 



    

 


“Applicable
Percentage” means 67.5% for Middle Market Loans (or a higher percentage as determined
by the Administrative Agent in its sole discretion) or 70% for Broadly Syndicated Loans;
provided that the sum of the Adjusted Borrowing Value of all Eligible Loan Assets (or any portion thereof) which constitute
Broadly Syndicated Loans which exceed 20.0% of the Maximum Facility Amount shall be assigned an Applicable Percentage of 67.5%.


 


“Applicable
Spread” shall be determined in accordance with the following formula, rounded to four decimal places (provided that,
in lieu of the following formula, at any time after the occurrence of and during the continuance of an Event of Default, the Applicable
Spread shall be 4.25% per annum for all Advances):


 


Applicable Spread = (PFRH x PercentageH)
+ (PFRL x PercentageL)


 


	where: PFRH	= 2.50%;
	 	 
	PFRL	= 1.75%;
	 	 
	PercentageH	= 100% - PercentageL;
	 	 
	PercentageL	= Average ABL / Average ABAgg
    (expressed as a percentage);
	 	 
	Average ABL	= (Beginning ABL + Ending
    ABL)/2;
	 	 
	Beginning ABL 	= aggregate Adjusted Borrowing Value of all Broadly Syndicated Loans on the first day of the related Collection Period;
	 	 
	Ending ABL	= aggregate Adjusted Borrowing Value of all Broadly Syndicated Loans on the last day of the related Collection Period;
	 	 
	Average ABAgg	= (Beginning ABAgg + Ending
    ABAgg)/2;
	 	 
	Beginning ABAgg 	= aggregate Adjusted Borrowing Value of all Loan Assets on the first day of the related Collection Period; and
	 	 
	Ending ABAgg	= aggregate Adjusted Borrowing Value of all Loan Assets on the last day of the related Collection Period.


 


“Approval Notice”
means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A,
evidencing the approval by the Administrative Agent, in its sole discretion, of the conveyance of such Eligible Loan Asset by the
Seller to the Borrower pursuant to the terms of the Purchase and Sale Agreement and the Loan Assignment by which the Seller effects
such conveyance.


 




    	-4-



    	 



    

 


“Asset
Coverage Ratio” means the ratio, determined on a consolidated basis, without duplication, in accordance with GAAP, of
(a) the fair value of the total assets of BDCA and its Subsidiaries as required by, and in accordance with, the 1940 Act and any
orders of the SEC issued to BDCA to be determined by the Board of Directors of BDCA and reviewed by its auditors, less all liabilities
(other than Indebtedness, including Indebtedness hereunder) of BDCA and its Subsidiaries, to (b) the aggregate amount of Indebtedness
of BDCA and its Subsidiaries; provided that the calculation of the Asset Coverage Ratio shall not include Subsidiaries that
are not required to be included by the 1940 Act as affected by such orders of the SEC issued to BDCA including, if set forth in
any such order, any Subsidiary which is a small business investment company which is licensed by the Small Business Administration
to operate under the Small Business Investment Act of 1958.


 


“Assigned Documents” has the meaning
assigned to that term in Section 2.12.


 


“Assigned Value”
means, with respect to each Loan Asset, as of any date of determination and expressed as a percentage of the Outstanding Balance
of such Loan Asset, the value determined by the Administrative Agent, in its sole discretion, of such Loan Asset, subject to the
following terms:


 


(a)          If
a Value Adjustment Event of the type described in clauses (ii), (iv) ,or (vi) of the definition thereof with respect
to such Loan Asset occurs, the Assigned Value of such Loan Asset will be zero.


 


(b)          If
a Value Adjustment Event of the type described in clauses (i), (iii) or, (v)
or (vii) of the definition thereof with respect to such Loan Asset occurs, “Assigned Value” may be
amended by the Administrative Agent, in its sole discretion; provided that the Assigned Value of any
Broadly Syndicated Loan which is a Priced Loan Asset shall not be less than the price quoted therefor (if any) by
such nationally recognized pricing service as selected by the Administrative Agent. In the event the Borrower disagrees with
the Administrative Agent’s determination of the Assigned Value of a Loan Asset, the Borrower may (at its expense)
retain any nationally recognized valuation firm or at least two independent approved dealers, in each case, reasonably
acceptable to the Administrative Agent to value such Loan Asset and if the value determined by such firm or approved dealers
is greater than the Administrative Agent’s determination of the Assigned Value, such firm’s valuation shall
become the Assigned Value of such Loan Asset; provided that the Assigned Value of such Loan Asset shall be the value
assigned by the Administrative Agent until such firm has determined its value. The Assigned Value of any Loan Asset may be
increased at the sole discretion of the Administrative Agent upon improvement in the Net Leverage Ratio or the Interest
Coverage Ratio of such Loan Asset, as the case may be, as part of a Value Adjustment Event; provided that such
Assigned Value may not increase above the Advance Date Assigned Value. The Administrative Agent shall promptly notify the
Servicer of any change effected by the Administrative Agent of the Assigned Value of any Loan Asset.


 


“Assignment
of Mortgage” means an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form sufficient
under the laws of the jurisdiction wherein the related mortgaged property is located to effect the assignment of the Mortgage to
the Collateral Agent, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments
covering the Loan Assets secured by mortgaged properties located in the same jurisdiction, if permitted by Applicable Law, substantially
in the form of Exhibit B.


 




    	-5-



    	 



    

 


“Available Collections” means, all cash collections and other
cash proceeds with respect to any Loan Asset, including, without limitation, all Principal Collections, all Interest Collections,
all proceeds of any sale or disposition with respect to such Loan Asset, cash proceeds or other funds received by the Borrower
or the Servicer with respect to any Underlying Collateral (including from any guarantors), all other amounts on deposit in the
Collection Account from time to time, and all proceeds of Permitted Investments with respect to the Collection Account.


 


“Bankruptcy
Code” means Title 11, United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.


 


“Bankruptcy Event”
shall be deemed to have occurred with respect to a Person if either:


 


(i)          a
case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment
of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of
its assets, or any similar action with respect to such Person under any Bankruptcy Laws, and such case or proceeding shall continue
undismissed or unstayed and in effect for a period of 60 consecutive days; or an order for relief in respect of such Person shall
be entered in an involuntary case under the Bankruptcy Code or other Bankruptcy Laws; or


 


(ii)         such
Person shall commence a voluntary case or other proceeding under any Bankruptcy Laws now or hereafter in effect, or shall consent
to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) for such Person or all or substantially all of its assets, or shall make any general assignment for the benefit of creditors,
or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar
entity, its board of directors or members shall vote to implement any of the foregoing.


 


“Bankruptcy
Laws” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, suspension of payments or similar debtor relief laws from time to time in effect affecting
the rights of creditors generally.


 


“Bankruptcy
Proceeding” means any case, action or proceeding before any court or other Governmental Authority relating to any Bankruptcy
Event.


 


“Base Rate”
means, on any date, a fluctuating per annum interest rate equal to the higher of (a) the Prime Rate or (b) the Federal Funds
Rate plus 1.5%.


 


“BDCA” means
Business Development Corporation of America, a Maryland


corporation.


 




    	-6-



    	 



    

 


“BDCA Affiliate Merger Transaction”
has the meaning specified in Section 5.04(a).


 


“BDCA Competitor”
means any specialty finance company which derives substantially all of its revenue from lending to and providing investment in
middle market companies.


 


“BDCA Merger Party” shall mean any Person that (a) is an Affiliate
of BDCA (other than the Borrower) on the Original Closing Date or (b) becomes an Affiliate
of BDCA after the Original Closing Date and was either (i) a newly formed Person which
(x) has not entered into any merger, consolidation or acquisition prior to the applicable BDCA Affiliate Merger Transaction and
(y) since its inception has been an Affiliate of BDCA or (ii) an existing Person when it became an Affiliate of BDCA but, immediately
prior to such BDCA Affiliate Merger Transaction, had been an Affiliate of BDCA for at least two years.


 


“Borrower” has the meaning assigned
to that term in the preamble hereto.


 


“Borrowing Base” means, as of any
date of determination, an amount equal to the lesserleast of:


 


(a)          (i)
the aggregate sum of the products of (A) the Applicable Percentage for each Eligible Loan Asset as of such date and (B) the Adjusted
Borrowing Value of such Eligible Loan Asset as of such date, plus (ii) the amount on deposit in the Principal Collection
Account as of such date; or


 


(b)          (i)
the aggregate Adjusted Borrowing Value of all Eligible Loan Assets as of such date minus (ii) the Minimum Equity
Amount, plus (iii) the amount on deposit in the Principal Collection Account as of such date; or


 


(c)          the
Maximum Facility Amount;


 


provided that, for the avoidance
of doubt, any Loan Asset which at any time is no longer an Eligible Loan Asset (including, for purposes of such determination,
not just the date such Loan Asset was first included in the Collateral Portfolio but also any date thereafter on which the representations
and warranties set forth in Schedule III are not satisfied) shall not be included in the calculation of “Borrowing
Base.”


 


“Borrowing Base Certificate”
means a certificate setting forth the calculation of the Borrowing Base as of the applicable date of determination substantially
in the form of Exhibit  C hereto, prepared by the Servicer.


 


“Borrowing Base
Deficiency” means, as of any date of determination, the extent to which the aggregate Advances Outstanding on such date
exceeds the Borrowing Base.


 


“Breakage Fee”
means, for Advances which are repaid (in whole or in part) on any date other than a Payment Date, the breakage costs, if any, related
to such repayment, based upon the assumption that the Lender funded its loan commitment in the London Interbank Eurodollar market
and using any reasonable attribution or averaging methods which the Lender deems appropriate and practical, it hereby being understood
that the amount of any loss, costs or expense payable by the Borrower to any Lender as Breakage Fee shall be determined in the
respective Lender Agent’s reasonable discretion and shall be conclusive absent manifest error.


 




    	-7-



    	 



    

 


“Broadly Syndicated
Loan” means any loan, at the time such loan is transferred to the Borrower, (i) that has a tranche size (including any
last-out component but excluding any second lien or unsecured tranche) of $250,000,000 or greater, (ii) the Obligor of which has
an EBITDA (as defined in the applicable underlying loan documentation) for the prior twelve calendar months of $50,000,000 or greater,
(iii) that is not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any Bankruptcy
Proceeding, (iv) that is secured by a pledge of collateral, which security interest is validly perfected and first priority under
Applicable Law (subject to liens permitted under the applicable credit agreement that are reasonable and customary for similar
loans, and liens accorded priority by law in favor of the United States or any state or agency), (v) that is publicly rated by
S&P and Moody’s (or the underlying Obligor is publicly rated by S&P and Moody’s), (vi) for which the Servicer
determines in good faith that the value of the collateral securing the loan (or the enterprise value of the underlying business
asset) on or about the time of origination equals or exceeds the outstanding principal balance of the loan plus the aggregate outstanding
balances of all other loans of equal or higher seniority secured by the same collateral and (vii) that the Administrative Agent
determines, in its sole discretion, is a Broadly Syndicated Loan.


 


“Business Day”
means a day of the year other than (i) Saturday or Sunday or (ii) any other day on which commercial banks in New York, New York
or the city in which the offices of the Collateral Agent are authorized or required by Applicable Law to close; provided,
that, if any determination of a Business Day shall relate to an Advance bearing interest at LIBOR, the term “Business Day”
shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. For avoidance
of doubt, if the offices of the Collateral Agent are authorized by Applicable Law to close but remain open, such day shall not
be a “Business Day”.


 


“Capital Lease
Obligations” means, with respect to any entity, the obligations of such entity to pay rent or other amounts under any
lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations
are required to be classified and accounted for as capital leases on a balance sheet of such entity under GAAP, and the amount
of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Change of Control”
shall be deemed to have occurred if any of the following


occur:


 


(a)          the
Management Agreement shall fail to be in full force and effect;


 


(b)          the
creation or imposition of any Lien on any limited liability company membership interest in the Borrower (other than pursuant to
the Pledge Agreement);


 


(c)          the
failure by BDCA to own 100% of the limited liability company membership interests in the Borrower; or


 




    	-8-



    	 



    

 


(d)          the
dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially
all of the assets of, BDCA.


 


“Change
of Tax Law” means any change in application or public announcement of an official position under or any change in or
amendment to the laws (or any regulations or rulings promulgated thereunder) of any jurisdiction in which an Obligor is organized,
or any political subdivision or taxing authority of any of the foregoing, affecting taxation, or any proposed change in such laws
or change in the official application, enforcement or interpretation of such laws, regulations or rulings (including a holding
by a court of competent jurisdiction), or any other action taken by a taxing authority or court of competent jurisdiction in the
relevant jurisdiction, or the official proposal of any such action.“Closing Date” means
July 24, 2012.


 


“Code” means the Internal Revenue
Code of 1986, as amended.


 


“Collateral Agent” has the meaning
assigned to that term in the preamble hereto.


 


“Collateral
Agent Expenses” means the expenses set forth in the U.S. Bank Fee Letter and any other accrued and unpaid expenses (including
reasonable attorneys' fees, costs and expenses) and indemnity amounts payable by the Borrower to the Collateral Agent under the
Transaction Documents.


 


“Collateral
Agent Fees” means the fees set forth in the U.S. Bank Fee Letter, as such fee letter may be amended, restated, supplemented
and/or otherwise modified from time to time.


 


“Collateral Agent Termination Notice”
has the meaning assigned to that term in


Section 10.05.


 


“Collateral
Custodian” means U.S. Bank National Association, not in its individual capacity, but solely as collateral custodian pursuant
to the terms of this Agreement.


 


“Collateral
Custodian Expenses” means the expenses set forth in the U.S. Bank Fee Letter and any other accrued and unpaid expenses
(including reasonable attorneys' fees, costs and expenses) and indemnity amounts payable by the Borrower to the Collateral Custodian
under the Transaction Documents.


 


“Collateral
Custodian Fees” means the fees set forth in the U.S. Bank Fee Letter, as such fee letter may be amended, restated, supplemented
and/or otherwise modified from time to time.


 


“Collateral
Custodian Termination Notice” has the meaning assigned to that term in Section 12.05.


 


“Collateral
Portfolio” means all right, title, and interest (whether now owned or hereafter acquired or arising, and wherever located)
of the Borrower in the property identified below in clauses (i) through (iv) and all accounts, cash and currency,
chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, contract
rights, general intangibles, instruments, certificates of deposit, certificated securities, uncertificated securities, financial
assets, securities entitlements, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights,
software, supporting obligations, accessions, or other property consisting of, arising out of, or related to any of the following
(in each case, excluding the Retained Interest and the Excluded Amounts):


 




    	-9-



    	 



    

 


(i)          the
Loan Assets, and all monies due or to become due in payment under such Loan Assets on and after the related Cut-Off Date, including,
but not limited to, all Available Collections;


 


(ii)         the
Portfolio Assets with respect to the Loan Assets referred to in clause (i);


 


(iii)        the Collection Account and all Permitted Investments purchased with funds on deposit
in the Collection Account; and


 


(iv)        all
income and Proceeds of the foregoing.


 


“Collection
Account” means a trust account (comprised of the Interest Collection Account and the Principal Collection Account) in
the name of the Borrower for the benefit of and under the sole dominion and control of the Collateral Agent for the benefit of
the Secured Parties; provided, that the funds deposited therein (including any interest and earnings thereon) from time
to time shall constitute the property and assets of the Borrower, and the Borrower shall be solely liable for any Taxes payable
with respect to the Collection Account.


 


“Collection
Account Agreement” means that certain Collection Account Agreement, dated the date of this Agreement, among the Borrower,
the Servicer, the Account Bank, the Administrative Agent and the Collateral Agent, which agreement relates to the Collection Account,
as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.


 


“Collection
Date” means the date on which the aggregate outstanding principal amount of the Advances have been repaid in full and
all Yield and Fees and all other Obligations have been paid in full, and the Borrower shall have no further right to request any
additional Advances.


 


“Collection
Period”: With means, with respect to the first Payment
Date, the period from and including the Original Closing Date to and including the Determination
Date immediately preceding the first Payment Date; and thereafter, the period from but excluding the Determination Date preceding
the previous Payment Date to and including the Determination Date immediately preceding the current Payment Date.


 


“Commercial
Paper Notes” means, any short-term promissory notes of any Conduit Lender issued by such Conduit Lender in the commercial
paper market.


 


“Commitment”
means, with respect to each Lender, (i) prior to the end of the Reinvestment Period, the dollar amount set forth opposite such
Lender’s name on Annex A hereto (as such amount may be revised from time to time) or the amount set forth as such
Lender’s “Commitment” on Schedule I to the Joinder Supplement relating to such Lender, as applicable and (ii)
on or after the Reinvestment Period, such Lender’s Pro Rata Share of the aggregate Advances Outstanding.


 




    	-10-



    	 



    

 


“Conduit Lender”
means each commercial paper conduit as may from time to time become a Lender hereunder by executing and delivering a Joinder Supplement
to the Administrative Agent and the Borrower as contemplated by Section 2.22.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise.


 


“Cut-Off Date”
means, with respect to each Loan Asset, the date such Loan Asset is Pledged hereunder.


 


“Determination Date” means, with
respect to each Payment Date, the fifth Business Day afterof the
end of each calendar month in which such Payment Date occurs.


 


“Disbursement
Request” means a disbursement request from the Borrower to the Administrative Agent and the Collateral Agent in the form
attached hereto as Exhibit D in connection with a disbursement request from the Principal Collection Account in accordance
with Section 2.21.


 


“EBITDA” means, with respect to any period and any Loan Asset,
the meaning of “EBITDA,” “Adjusted EBITDA” or any comparable definition in the Loan Agreement for each
such Loan Asset (together with all add-backs and exclusions as designated in such Loan Agreement), and in any case that “EBITDA,”
“Adjusted EBITDA” or such comparable definition is not defined in such Loan Agreement, an amount, for the principal
obligor on such Loan Asset and any of its parents or Subsidiaries that are obligated pursuant to the Loan Agreement for such Loan
Asset (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings from continuing operations
for such period plus interest expense, income taxes and unallocated depreciation and amortization for such period (to the
extent deducted in determining earnings from continuing operations for such period), and any other item the Borrower and the Administrative
Agent mutually deem to be appropriate.


 


“Eligible Loan
Asset” means, at any time, a Loan Asset in respect of which each of the representations and warranties contained in Section
4.02 and Schedule III hereto is true and correct.


 


“Environmental
Laws” means any and all foreign, federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses,
approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the
environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment,
storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.
Environmental Laws include, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
§ 9601 et seq.), the Hazardous Material Transportation Act (49 U.S.C. § 331 et seq.), the Resource Conservation
and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.),
the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the
Safe Drinking Water Act (42 U.S.C. § 300, et seq.), the Environmental Protection Agency’s regulations relating
to underground storage tanks (40 C.F.R. Parts 280 and 281), and the Occupational Safety and Health Act (29 U.S.C. § 651 et
seq.), and the rules and regulations thereunder, each as amended or supplemented from time to time.


 




    	-11-



    	 



    

 


“Equity Security”
means (i) any equity security or any other security that is not eligible for purchase by the Borrower as a Loan Asset, (ii) any
security purchased as part of a “unit” with a Loan Asset and that itself is not eligible for purchase by the Borrower
as a Loan Asset and (iii) any obligation that, at the time of commitment to acquire such obligation, was eligible for purchase
by the Borrower as a Loan Asset but that, as of any subsequent date of determination, no longer is eligible for purchase by the
Borrower as a Loan Asset, for so long as such obligation fails to satisfy such requirements.


 


“Equityholder”
means BDCA, which will own the entire equity interest in the Borrower, with such equity holdings to be evidenced by membership
interests. The Equityholder shall provide the Minimum Equity Amount to the Borrower by way of a capital contribution to the Borrower.


 


“ERISA”
means the United States Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA Affiliate”
means (a) any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of
the Code) as the Borrower, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section
414(c) of the Code) with the Borrower or (c) a member of the same affiliated service group (within the meaning of Section 414(m)
of the Code) as the Borrower, any corporation described in clause (a) above or any trade or business described in clause
(b) above.


 


“Eurodollar
Disruption Event” means the occurrence of any of the following: (a) Wells Fargoany
Lender shall have notified the Administrative Agent of a determination by Wells Fargosuch
Lender or any of its assignees or participants that it would be contrary to law or to the directive of any central bank
or other Governmental Authority (whether or not having the force of law) to obtain United States dollars in the London interbank
market to fund any Advance, (b) Wells Fargoany Lender
shall have notified the Administrative Agent of the inability, for any reason, of Wells Fargosuch
Lender or any of its respective assignees or participants to determine LIBOR, (c) Wells
Fargoand Lender shall have notified the Administrative Agent of a determination
by Wells Fargosuch Lender or any of its respective
assignees or participants that the rate at which deposits of United States dollars are being offered to
Wells Fargosuch Lender or any of its respective assignees or participants in
the London interbank market does not accurately reflect the cost to Wells Fargothe
Lender or its assignee or participant of making, funding or maintaining any Advance or (d)
Wells Fargoany Lender shall have notified the Administrative Agent of the inability
of Wells Fargosuch Lender or any of its respective
assignees or participants to obtain United States dollars in the London interbank market to make, fund or maintain any Advance.


 


“Event of Default” has the meaning
assigned to that term in Section 7.01.


 




    	-12-



    	 



    

 


“Excepted Persons” has the meaning
assigned to that term in Section 11.13(a).


 


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Excluded Amounts”
means any amount received in the Collection Account with respect to any Loan Asset retransferred or substituted for upon the occurrence
of a Warranty Event or that is otherwise replaced by a Substitute Eligible Loan Asset, or that is otherwise sold or transferred
by the Borrower pursuant to Section 2.07, to the extent such amount is attributable to a time after the effective date of
such replacement or sale.


 


“Excluded Collections”
means, with respect to any Loan Asset included as part of the Collateral Portfolio, any amounts attributable to (a) the payment
of any Tax, fee or other charge imposed by any Governmental Authority on such Loan Asset or on any Underlying Collateral, (b) the
reimbursement of insurance premiums, and (c) any escrows relating to Taxes, insurance and other amounts in connection with Loan
Assets which are held in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements
under a Loan Agreement.


 


“Excluded Taxes” has the meaning
assigned to that term in Section 2.11(a).


 


“Facility Maturity
Date” means the earliest to occur of (i) the Stated Maturity Date, (ii) the date of the declaration, or automatic occurrence,
of the Facility Maturity Date pursuant to Section 7.01, (iii) the Collection Date or (iv) the occurrence of the termination
of this Agreement pursuant to Section 2.18(b) hereof.


 


“FDIC” means
the Federal Deposit Insurance Corporation, and any successor


thereto.


 


“Federal Funds
Rate” means, for any period, a fluctuating interest per annum rate equal, for each day during such period, to
the weighted average of the overnight federal funds rates as in Federal Reserve Board Statistical Release H.15(519) or any successor
or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding Business
Day), or, if for any reason such rate is not available on any day, the rate determined, in the sole discretion of the Administrative
Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. on such
day.


 


“Fees”
means (i) the Non-Usage Fee and (ii) the fees payable to each Lender or Lender Agent pursuant to the terms of any Lender Fee Letter.


 


“Fifth Amendment
Closing Date” means May 29, 2015. 


 


“Financial Asset” has the meaning
specified in Section 8-102(a)(9) of the UCC.


 


“Financial Sponsor”
means any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding, and selling
investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities with separate
management, books and records and bank accounts, whose operations are not integrated with one another and whose financial condition
and creditworthiness are independent of the other companies so owned by such Person.


 




    	-13-



    	 



    

 


“Fixed Rate Loan Asset” means a
Loan Asset other than a Floating Rate Loan Asset.


 


“Floating Rate
Loan Asset” means a Loan Asset under which the interest rate payable by the Obligor thereof is based on a prime rate
or the London Interbank Offered Rate, plus some specified interest percentage in addition thereto, and which provides that such
interest rate will reset immediately upon any change in the related prime rate or the London Interbank Offered Rate.


 


“Fourth Amendment Effective Date”
means June 30, 2014.


 


“GAAP”
means generally accepted accounting principles as in effect from time to time in the United States.


 


“Governmental
Authority” means, with respect to any Person, any nation or government, any state or other political subdivision thereof,
any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such
Person.


 


“Hazardous Materials”
means all materials subject to any Environmental Law, including, without limitation, materials listed in 49 C.F.R. § 172.010,
materials defined as hazardous pursuant to § 101(14) of the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, flammable, explosive or radioactive materials, hazardous or toxic wastes or substances, lead-based materials,
petroleum or petroleum distillates or asbestos or material containing asbestos, polychlorinated biphenyls, radon gas, urea formaldehyde
and any substances classified as being “in inventory,” “usable work in process” or similar classification
that would, if classified as unusable, be included in the foregoing definition.


 


“Indebtedness” means:


 


(i)          with
respect to any Obligor under any Loan Asset, for the purposes of the definition of the Interest Coverage Ratio and the Net Leverage
Ratio, the meaning of “Indebtedness” or any comparable definition in the Loan Agreement for each such Loan Asset, and
in any case that “Indebtedness” or such comparable definition is not defined in such Loan Agreement, without duplication,
(a) all obligations of such entity for borrowed money or with respect to deposits or advances of any kind, (b) all obligations
of such entity evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such entity under conditional
sale or other title retention agreements relating to property acquired by such entity, (d) all obligations of such entity in respect
of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business),
(e) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on property owned or acquired by such entity, whether or not the indebtedness secured thereby has been
assumed, (f) all guarantees by such entity of indebtedness of others, (g) all Capital Lease Obligations of such entity, (h) all
obligations, contingent or otherwise, of such entity as an account party in respect of letters of credit and letters of guaranty
and (i) all obligations, contingent or otherwise, of such entity in respect of bankers’ acceptances; and


 




    	-14-



    	 



    

 


(ii)         for
all other purposes, with respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable
in accordance with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument or other evidence
of indebtedness customary for indebtedness of that type, (b) all obligations of such Person under leases that have been or should
be, in accordance with GAAP, recorded as capital leases, (c) all obligations of such Person in respect of acceptances issued or
created for the account of such Person, (d) all liabilities secured by any Lien on any property owned by such Person even though
such Person has not assumed or otherwise become liable for the payment thereof, (e) all indebtedness, obligations or liabilities
of that Person in respect of derivatives and (f) all obligations under direct or indirect guaranties in respect of obligations
(contingent or otherwise) to purchase or otherwise acquire, or to otherwise assure a creditor against loss in respect of, indebtedness
or obligations of others of the kind referred to in clauses (a) through (e) of this clause (ii).


 


“Indemnified Amounts” has the meaning
assigned to that term in Section 8.01. 


 


“Indemnified Party” has the meaning
assigned to that term in Section 8.01. 


 


“Indemnifying Party” has the meaning
assigned to that term in Section 8.03.


 


“Independent
Manager” an individual who has at least three (3) years prior experience as an independent director, independent manager
or independent member who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Lord Securities
Corporation or, if none of those companies is then providing professional independent directors or independent managers, another
nationally recognized company reasonably approved by the Administrative Agent, in each case, that is not an Affiliate of Member
and that provides professional independent directors and Independent Managers and other corporate services in the ordinary course
of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such corporation
or limited liability company and is not, has never been, and will not while serving as independent director or Independent Manager
be, any of the following:


 


(i)          a
member, partner, equity holder, manager, director, officer or employee of the Borrower, the Seller or any of its Affiliates (other
than as an independent director or independent manager of any Affiliate that is a single-purpose bankruptcy remote entity;


 


(ii)         a
creditor, supplier or service provider (including provider of professional services) to the Borrower, the Seller or any of its
Affiliates (other than a nationally-recognized company that routinely provides professional independent directors or independent
managers and other corporate services in the ordinary course of its business);


 




    	-15-



    	 



    

 


(iii)        a
family member of any such member, partner, equity holder, manager, director, officer, employee, creditor, supplier or service provider;
or


 


(iv)        a
Person that controls (whether directly, indirectly or otherwise) any Person described in any of the preceding clauses (i), (ii)
or (iii).


 


A natural Person who
otherwise satisfies the preceding definition other than clause (i) by reason of being the independent director or independent
manager of a “special purpose entity” affiliated with Seller shall not be disqualified from serving as an independent
director or independent manager of the Borrower provided that the fees that such individual earns from serving as independent directors
or Independent Managers of Affiliates of Member in any given year constitute in the aggregate less than 5% of such individual’s
annual income for that year.


 


“Indorsement”
has the meaning specified in Section 8-102(a)(11) of the UCC, and “Indorsed” has a corresponding meaning.


 


“Initial Advance” means the first
Advance made pursuant to Article II.


 


“Institutional
Lender” means (i) Wells Fargo and (ii) each financial institution other than a Conduit Lender which may from time to
time become a Lender hereunder by executing and delivering a Joinder Supplement to the Administrative Agent and the Borrower as
contemplated by Section 2.22.


 


“Instrument” has the meaning specified
in Section 9-102(a)(47) of the UCC.


 


“Insurance Policy”
means, with respect to any Loan Asset, an insurance policy covering liability and physical damage to, or loss of, the Underlying
Collateral.


 


“Insurance Proceeds”
means any amounts received on or with respect to a Loan Asset under any Insurance Policy or with respect to any condemnation proceeding
or award in lieu of condemnation, other than (i) any such amount received which is required to be used to restore, improve or repair
the related real estate or required to be paid to the Obligor under the Loan Agreement or (ii) prior to an Event of Default hereunder
and with prior notice to the Administrative Agent, any such amount for which the Borrower has elected, in its reasonable business
discretion, to be used to restore, improve or repair the related real estate or otherwise to be paid to the Obligor under the Loan
Agreement.


 


“Interest”
means, with respect to any period and any Loan Asset, for the Obligor on such Loan Asset and any of its parents or Subsidiaries
that are obligated under the Loan Agreement for such Loan Asset (determined on a consolidated basis without duplication in accordance
with GAAP), the meaning of “Interest” or any comparable definition in the Loan Agreement for each such Loan Asset and
in any case that “Interest” or such comparable definition is not defined in such Loan Agreement, all interest in respect
of Indebtedness (including the interest component of any payments in respect of Capital Lease Obligations) accrued or capitalized
during such period (whether or not actually paid during such period).


 




    	-16-



    	 



    

 


“Interest Collection
Account” means a sub-account (account number 163757-201 at the Account Bank) of the Collection Account into which Interest
Collections shall be segregated.


 


“Interest Collections”
means, (i) with respect to any Loan Asset, all payments and collections attributable to interest on such Loan Asset, including,
without limitation, all scheduled payments of interest and payments of interest relating to principal prepayments, all guaranty
payments attributable to interest and proceeds of any liquidations, sales, dispositions or securitizations attributable to interest
on such Loan Asset and (ii) amendment fees, late fees, waiver fees, prepayment fees or other amounts received in respect of Loan
Assets.


 


“Interest Coverage
Ratio” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Interest Coverage Ratio”
or any comparable definition in the Loan Agreement for each such Loan Asset, and in any case that “Interest Coverage Ratio”
or such comparable definition is not defined in such Loan Agreement, the ratio of (a) EBITDA to (b) Interest.


 


“Joinder Supplement”
means an agreement among the Borrower, a Lender, its Lender Agent and the Administrative Agent in the form of Exhibit E
to this Agreement (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the
Original Closing Date.


 


“Judgment Cap”
means, (i) $1,000,000 at any time that the Shareholders’ Equity of BDCA is less than $100,000,000,
(ii) $2,500,000 at any time that the Shareholders’ Equity of BDCA is greater or equal to $100,000,000
but less than $250,000,000 and (iii) $5,000,000 at any time that the Shareholders’ Equity
of BDCA is greater than or equal to $250,000,000.


 


“Lender” means any Institutional
Lender or Conduit Lender, and/or any other Person to whom an Institutional Lender or Conduit Lender assigns any part of its rights
and obligations under this Agreement and the other Transaction Documents in accordance with the terms of Section 11.04.
For the avoidance of doubt, the Swingline Lender shall constitute a “Lender” with respect to the repayment of Swingline
Advances for all purposes hereunder. 


 


“Lender Agent”
means, with respect to (i) Wells Fargo, Wells Fargo; (ii) each Conduit Lender which may from time to time become party hereto,
the Person designated as the “Lender Agent” with respect to such Conduit Lender in the applicable Joinder Supplement
and (iii) each Institutional Lender which may from time to time become a party hereto, each shall be deemed to be its own Lender
Agent, and, in each case, each of their respective successors and assigns.


 


“Lender Fee
Letter” means each fee letter agreement that shall be entered into by and among the Borrower, the Servicer, the applicable
Lender and its related Lender Agent in connection with the transactions contemplated by this Agreement, as amended, modified, waived,
supplemented, restated or replaced from time to time.


 




    	-17-



    	 



    

 


“LIBOR”
means, for any day during the Remittance Period, with respect to any Advance (or portion thereof) (a) the rate per annum appearing
on Reuters Screen LIBOR01 Page (or any successor or substitute page) as the London interbank offered rate for deposits in dollars
at approximately 11:00 a.m., London time, for such day,; provided, if such day is not a Business Day, the immediately preceding
Business Day, for a one-month maturity; and (b) if no rate specified in clause (a) of this definition so appears on Reuters
Screen LIBOR01 Page (or any successor or substitute page), the interest rate per annum at which dollar deposits of $5,000,000 and
for a one-month maturity are offered by the principal London office of Wells Fargo in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, for such day; provided further, that
if LIBOR is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Lien”
means any mortgage or deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory
or other), charge, claim, preference, priority or other security interest or preferential arrangement in the nature of a security
interest of any kind or nature whatsoever (including any conditional sale, lease or other title retention agreement, sale subject
to a repurchase obligation, any easement, right of way or other encumbrance on title to real property, and any financing lease
having substantially the same economic effect as any of the foregoing) or the filing of or agreement to give any financing statement
perfecting a security interest under the UCC or comparable law of any jurisdiction.


 


“Lien Release Dividend”
has the meaning assigned to that term in Section 2.07(g).


 


“Lien Release Dividend Date”
means the date specified by the Borrower, which date may be any Business Day, provided written notice is given in accordance with
Section 2.07(g).


 


“Liquidity Agreement”
means any agreement entered into in connection with this Agreement pursuant to which a Liquidity Bank agrees to make purchases
from or advances to, or purchase assets from, any Conduit Lender in order to provide liquidity support for such Conduit Lender’s
Advances hereunder.


 


“Liquidity Bank”
means the Person or Persons who provide liquidity support to any Conduit Lender pursuant to a Liquidity Agreement in connection
with the issuance by such Conduit Lender of Commercial Paper Notes.


 


“Loan Agreement”
means the loan agreement, credit agreement or other agreement pursuant to which a Loan Asset has been issued or created and each
other agreement that governs the terms of or secures the obligations represented by such Loan Asset or of which the holders of
such Loan Asset are the beneficiaries.


 


“Loan Asset”
means any loan originated or acquired by the Seller in the ordinary course of its business, which loan includes, without limitation,
(i) the Required Loan Documents and Loan Asset File and (ii) all right, title and interest of the Seller in and to the loan and
any Underlying Collateral, but excluding, in each case, the Retained Interest and Excluded Amounts and which loan was acquired
by the Borrower from the Seller under the Purchase and Sale Agreement and owned by the Borrower on the initial Advance Date (as
set forth on the Loan Asset Schedule delivered on the initial Advance Date) or acquired by the Borrower from the Seller under the
Purchase and Sale Agreement after the initial Advance Date pursuant to the delivery of a Loan Assignment and listed on Schedule
I to the Loan Assignment. For the avoidance of doubt, and without limiting the foregoing, the term “Loan Asset” shall,
for all purposes of this Agreement, be deemed to include any loan acquired directly by the Borrower from a third party in a transaction
arranged and underwritten by the Seller or any loan acquired by the Borrower in a transaction in which the Borrower is the designee
of the Seller under the instruments of conveyance relating to the applicable loan.


 




    	-18-



    	 



    

 


“Loan Asset
Checklist” means an electronic or hard copy, as applicable, of a checklist delivered by or on behalf of the Borrower
to the Collateral Custodian, for each Loan Asset, of all Required Loan Documents to be included within the respective Loan Asset
File, which shall specify whether such document is an original or a copy.


 


“Loan Asset
File” means, with respect to each Loan Asset, a file containing (a) each of the documents and items as set forth on the
Loan Asset Checklist with respect to such Loan Asset and (b) duly executed originals (to the extent required by the Servicing Standard)
and copies of any other Records relating to such Loan Assets and Portfolio Assets pertaining thereto.


 


“Loan Asset Register” has the meaning
assigned to that term in Section 5.03(l).


 


“Loan Asset
Schedule” means the schedule of Loan Agreements evidencing Loan Assets delivered by the Borrower to the Collateral Custodian
and the Administrative Agent. Each such schedule shall set forth, as to any Eligible Loan Asset to be Pledged hereunder, the applicable
information specified on Schedule V, which shall also be provided to the Collateral Custodian in electronic format acceptable
to the Collateral Custodian.


 


“Loan Assignment”
has the meaning set forth in the Purchase and Sale


Agreement.


 


“Make-Whole
Premium” means, in the event that this Agreement is terminated pursuant to Section 2.18(b) prior to
(i) the one year anniversary of the Fifth Amendment Closing Date, an amount,
payable pro rata to each Lender Agent (for the account of the applicable Lender), equal to 2.00% of the Maximum Facility
Amount and (ii) the two year anniversary of the Fifth Amendment Closing Date, an amount, payable pro
rata to each Lender Agent (for the account of the applicable Lender), equal to 1.00% of the Maximum Facility Amount;
provided that, the Make-Whole Premium shall be calculated without giving effect to the proviso in the definition of “Maximum
Facility Amount”.


 


“Management
Agreement” means the Amended and Restated Investment Advisory and Management Services Agreement, dated as of June 23,
2011, between BDCA and BDCA Adviser, LLC.


 


“Margin Stock”
means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.


 




    	-19-



    	 



    

 


“Material Adverse
Effect” means, with respect to any event or circumstance, a material adverse effect on (a) the business, condition (financial
or otherwise), operations, performance or properties of the Seller, the Servicer or the Borrower, (b) the validity, enforceability
or collectability of this Agreement or any other Transaction Document or the validity, enforceability or collectability of the
Loan Assets generally or any material portion of the Loan Assets, (c) the rights and remedies of the Collateral Agent, the Collateral
Custodian, the Account Bank, the Administrative Agent, any Lender, any Lender Agent and the Secured Parties with respect to matters
arising under this Agreement or any other Transaction Document, (d) the ability of each of the Borrower and the Servicer, to perform
their respective obligations under this Agreement or any other Transaction Document or (e) the status, existence, perfection, priority
or enforceability of the Collateral Agent’s, the Administrative Agent’s or the other Secured Parties’ lien on
the Collateral Portfolio.


 


“Material
Modification” means any amendment or waiver of, or modification or supplement to, a Loan Agreement governing a Loan Asset
executed or effected on or after the Cut-Off Date for such Loan Asset which:


 


(a)          reduces
or forgives any or all of the principal amount due under such Loan Asset;


 


(b)          delays
or extends the maturity date for such Loan Asset;


 


(c)          waives
one or more interest payments, permits any interest due in cash to be deferred or capitalized and added to the principal amount
of such Loan Asset (other than any deferral or capitalization already allowed by the terms of the Loan Agreement of any PIK Loan
Asset) or reduces the amount of interest due when the Interest Coverage Ratio under such Loan Agreement is less than 150% (prior
to giving effect to such reduction in interest expense);


 


(d)          contractually
or structurally subordinates such Loan Asset by operation of a priority of payments, turnover provisions, the transfer of assets
in order to limit recourse to the related Obligor or the granting of Liens (other than Permitted Liens) on any of the Underlying
Collateral securing such Loan Asset;


 


(e)          substitutes,
alters or releases the Underlying Collateral securing such Loan Asset and any such substitution, alteration or release, as determined
in the reasonable discretion of the Administrative Agent, materially and adversely affects the value of such Loan Asset, provided,
that the foregoing shall not apply to any release in conjunction with a relatively contemporaneous disposition by the Obligor accompanied
by a mandatory reinvestment of net proceeds or mandatory repayment of the applicable loan facility with the net proceeds; or


 


(f)          amends,
waives, forbears, supplements or otherwise modifies (i) the meaning of “Net Leverage Ratio,” “Interest
Coverage Ratio” or “Permitted Liens” or any respective comparable definitions in the Loan Agreement for
such Loan Asset or (ii) any term or provision of such Loan Agreement referenced in or utilized in the calculation of the
“Net Leverage Ratio,” “Interest Coverage Ratio” or “Permitted Liens” or any respective
comparable definitions for such Loan Asset, in either case in a manner that, in the reasonable judgment of the Administrative
Agent, is materially adverse to the Secured Parties.


 


“Maximum
Facility Amount” means the aggregate Commitments as then in effect, which amount shall not exceed $300,000,000400,000,000;
provided that at all times after the Reinvestment Period, the Maximum Facility Amount shall mean the aggregate Advances
Outstanding at such time.


 




    	-20-



    	 



    

 


“Middle Market Loan”
means any Loan Asset that is not a Broadly Syndicated


Loan.


 


“Minimum Equity Amount” means $70,000,000.95,000,000.


 


“Monthly Reporting
Date” means the date that is two Business Days prior to the 15th day of each calendar month or, if such day
is not a Business Day, the next succeeding Business Day, commencing in September 2012.


 


“Moody’s” means Moody’s
Investors Service, Inc. (or its successors in interest).


 


“Mortgage”
means the mortgage, deed of trust or other instrument creating a Lien on an interest in real property securing a Loan Asset, including
the assignment of leases and rents related thereto.


 


“Multiemployer
Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any
ERISA Affiliate contributed or had any obligation to contribute on behalf of its employees at any time during the current year
or the preceding five years.


 


“Net Leverage
Ratio” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Net Leverage Ratio”
or any comparable definition in the Loan Agreement for each such Loan Asset, and in any case that “Net Leverage Ratio”
or such comparable definition is not defined in such Loan Agreement, the ratio of (a) Indebtedness minus Unrestricted Cash
to (b) EBITDA.


 


“Non-Usage Fee” has the meaning assigned
to that term in Section 2.09(a).


 


“Non-Usage Fee Rate” has the meaning
assigned to that term in Section 2.09(a).


 


“Noteless Loan
Asset” means a Loan Asset with respect to which the Loan Agreements (i) do not
(i) require the Obligor to execute and deliver a promissory note to evidence the indebtedness created under such Loan
Asset or (ii) require any holder of the indebtedness created under such Loan Asset to affirmatively request a promissory note from
the related Obligor.


 


“Notice and
Request for Consent” has the meaning assigned to that term in Section 2.07(g)(i).


 


“Notice of Borrowing”
means an irrevocable written notice of borrowing from the Borrower to the Administrative Agent and each Lender Agent in the form
attached hereto as Exhibit F.


 


“Notice of Reduction”
means a notice of a reduction of the Advances Outstanding pursuant to Section 2.18, in the form attached hereto as Exhibit
G.


 




    	-21-



    	 



    

 


“Obligations”
means all present and future indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether
direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Lenders, the Lender Agents, the Administrative
Agent, the Account Bank, the Collateral Agent or the Collateral Custodian arising under this Agreement and/or any other Transaction
Document and shall include, without limitation, all liability for principal of and interest on the Advances, indemnifications and
other amounts due or to become due by the Borrower to the Lenders, the Lender Agents, the Administrative Agent, the Collateral
Agent, the Collateral Custodian and the Account Bank under this Agreement and/or any other Transaction Document, including, without
limitation, any amounts payable under any Lender Fee Letter, any Make-Whole Premium and costs and expenses payable by the Borrower
to the Lenders, the Lender Agents, the Administrative Agent, the Account Bank, the Collateral Agent or the Collateral Custodian,
including reasonable attorneys’ fees, costs and expenses, including without limitation, interest, fees and other obligations
that accrue after the commencement of a Bankruptcy Proceeding (in each case, whether or not allowed as a claim in such Bankruptcy
Proceeding).


 


“Obligor”
means, collectively, each Person obligated to make payments under a Loan Agreement, including any guarantor thereof.


 


“Officer’s
Certificate” means a certificate signed by the president, the secretary, an assistant secretary, the chief financial
officer or any vice president, as an authorized officer, of any Person.


 


“Opinion of
Counsel” means a written opinion of counsel, which opinion and counsel are acceptable to the Administrative Agent in
its sole discretion.


 


“Original
Closing Date” means July 24, 2012. 


 


“Outstanding
Balance” means the principal balance of a Loan Asset, expressed exclusive of PIK Interest and accrued interest.


 


“Payment Date”
means the 15th day of each of January, April, July and October or, if such day is not a Business Day, the next succeeding
Business Day, commencing on the 15th day of October 2012; provided, that
the final Payment Date shall occur on the Collection Date.


 


“Payment Duties”
has the meaning assigned to that term in Section 10.02(b)(ii). 


 


“Pension Plan”
has the meaning assigned to that term in Section 4.01(w).


 


“Permitted Investments”
means any of (i) Wells Fargo Advantage Money Market Funds – Government Money Market Fund or (ii) Wells Fargo Money Market
Deposit Account.


 


“Permitted Liens”
means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced:
(a) Liens for state, municipal or other local Taxes if such Taxes shall not at the time be due and payable or if a Person shall
currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance
with GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen’s, warehousemen’s,
mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of
law in the ordinary course of business for sums that are not overdue or are being contested in good faith and (c) Liens granted
pursuant to or by the Transaction Documents.


 




    	-22-



    	 



    

 


“Person”
means an individual, partnership, corporation (including a statutory or business trust), limited liability company, joint stock
company, trust, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision
thereof) or other entity.


 


“PIK Interest”
means interest accrued on a Loan Asset that is added to the principal amount of such Loan Asset instead of being paid as interest
as it accrues.


 


“PIK Loan Asset”
means a Loan Asset which provides for a portion of the interest that accrues thereon to be added to the principal amount of such
Loan Asset for some period of the time prior to such Loan Asset requiring the current cash payment of such previously capitalized
interest, which cash payment shall be treated as an Interest Collection at the time it is received.


 


“Pledge”
means the pledge of any Eligible Loan Asset or other Portfolio Asset pursuant to Article II.


 


“Pledge Agreement”
means that certain Pledge Agreement, dated as of the Original Closing Date, between the
Seller, as pledgor, and the Collateral Agent, as pledgee, as such Pledge Agreement may from time to time be amended, restated,
supplemented or otherwise modified from time to time in accordance with the terms thereof.


 


“Portfolio Assets”
means all Loan Assets owned by the Borrower, together with all proceeds thereof and other assets or property related thereto, including
all right, title and interest of the Borrower in and to:


 


(a)          any
amounts on deposit in any cash reserve, collection, custody or lockbox accounts securing the Loan Assets;


 


(b)          all
rights with respect to the Loan Assets to which the Borrower (as assignee of the Seller) is entitled as lender under the applicable
Loan Agreement;


 


(c)          the
Collection Account, together with all cash and investments in each of the foregoing other than amounts earned on investments therein;


 


(d)          any
Underlying Collateral securing a Loan Asset and all Recoveries related thereto, all payments paid in respect thereof and all monies
due, to become due and paid in respect thereof accruing after the applicable Cut-Off Date and all liquidation proceeds;


 


(e)          all
Required Loan Documents, the Loan Asset Files related to any Loan Asset, any Records, and the documents, agreements, and instruments
included in the Loan Asset Files or Records;


 


(f)          all
insurance proceeds with respect to any Loan Asset;


 




    	-23-



    	 



    

 


(g)          all
Liens, guaranties, indemnities, warranties, letters of credit, accounts, bank accounts and property subject thereto from time to
time purporting to secure or support payment of any Loan Asset, together with all UCC financing statements, mortgages or similar
filings signed or authorized by an Obligor relating thereto;


 


(h)          the
Purchase and Sale Agreement (including, without limitation, rights of recovery of the Borrower against the Seller) and the assignment
to the Collateral Agent, for the benefit of the Secured Parties, of all UCC financing statements filed by the Borrower against
the Seller under or in connection with the Purchase and Sale Agreement;


 


(i)          all
records (including computer records) with respect to the foregoing; and


 


(j)          all
collections, income, payments, proceeds and other benefits of each of the foregoing.


 


“Priced Loan
Asset” means any Loan Asset that has an observable quote from LoanX Mark-It Partners or Loan Pricing Corporation, or
from another pricing service selected by the Administrative Agent in its sole discretion.


 


“Prime Rate”
means the rate announced by Wells Fargo from time to time as its prime rate in the United States, such rate to change as and when
such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by Wells Fargo or any other
specified financial institution in connection with extensions of credit to debtors.


 


“Principal Collection
Account” means a sub-account (account number 163757-202 at the Account Bank) of the Collection Account into which Principal
Collections shall be segregated.


 


“Principal Collections”
means (i) any amounts deposited by the Borrower in accordance with Section 2.06(a)(i) or Section 2.07(c)(i) and (ii)
with respect to any Loan Asset, all amounts received which are not Interest Collections, including, without limitation, all Recoveries,
all Insurance Proceeds, all scheduled payments of principal and principal prepayments and all guaranty payments and proceeds of
any liquidations, sales, dispositions or securitizations, in each case, attributable to the principal of such Loan Asset.


 


“Pro Rata Share”
means, with respect to each Lender, the percentage obtained by dividing the Commitment of such Lender (as determined under clause
(i) of the definition of “Commitment”), by the aggregate Commitments of all the Lenders (as determined under clause
 (i) of the definition of “Commitment”).


 


“Proceeds”
means, with respect to any Collateral Portfolio, all property that is receivable or received when such Collateral Portfolio is
collected, sold, liquidated, foreclosed, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary,
and includes all rights to payment with respect to any insurance relating to such Collateral Portfolio.


 


“Prohibited
Transferee” means any hedge fund, any so-called vulture fund or loan-to-own fund, any distressed debt fund or any other
fund that is similar to any of the foregoing.


 




    	-24-



    	 



    

 


“Purchase and
Sale Agreement” means that certain Purchase and Sale Agreement, dated as of the Original
Closing Date, between the Seller, as the seller, and the Borrower, as the purchaser, as amended, modified, waived, supplemented,
restated or replaced from time to time.


 


“Records”
means all documents relating to the Loan Assets, including books, records and other information executed in connection with the
origination or acquisition of the Collateral Portfolio or maintained with respect to the Collateral Portfolio and the related Obligors
that the Borrower, the Seller or the Servicer have generated, in which the Borrower or the Seller have acquired an interest pursuant
to the Purchase and Sale Agreement or in which the Borrower or the Seller have otherwise obtained an interest.


 


“Recoveries”
means, as of the time any Underlying Collateral with respect to any Loan Asset subject to clause (ii) or (iv) of
the definition of “Value Adjustment Event”, as applicable, is sold, discarded or abandoned (after a determination by
the Servicer that such Underlying Collateral has little or no remaining value) or otherwise determined to be fully liquidated by
the Servicer in accordance with the Servicing Standard, the proceeds from the sale of the Underlying Collateral, the proceeds of
any related Insurance Policy, any other recoveries with respect to such Loan Asset, as applicable, the Underlying Collateral, and
amounts representing late fees and penalties, net of any amounts received that are required under such Loan Asset, as applicable,
to be refunded to the related Obligor.


 


“Register” has the meaning assigned
to that term in Section 2.14.


 


“Reinvestment Period” shall mean the date commencing on the
Fifth Amendment Closing Date and ending on the day preceding the earlier of (i) April
26, 2015May 29, 2017 (or such later date to the extent the Reinvestment Period
is extended in accordance with Section 2.19(b)), (ii) the occurrence of an Event of Default (past any applicable notice
or cure period provided in the definition thereof) and (iii) the date of any voluntary termination by the Borrower pursuant to
Section 2.18(b).


 


“Reinvestment Period Extension” has
the meaning set forth in Section 2.19(b). 


 


“Release Date” has the meaning set
forth in Section 2.07(c).


 


“Relevant Test
Period” means, with respect to any Loan Asset, the relevant test period for the calculation of Net Leverage Ratio or
Interest Coverage Ratio, as applicable, for such Loan Asset in the Loan Agreements or, if no such period is provided for therein,
for Obligors delivering monthly financing statements, each period of the last 12 consecutive reported calendar months, and for
Obligors delivering quarterly financing statements, each period of the last four consecutive reported fiscal quarters of the principal
Obligor on such Loan Asset; provided that with respect to any Loan Asset for which the relevant test period is not provided
for in the Loan Agreement, if an Obligor is a newly-formed entity as to which 12 consecutive calendar months have not yet elapsed,
“Relevant Test Period” shall initially include the period from the date of formation of such Obligor to the end of
the twelfth calendar month or fourth fiscal quarter (as the case may be) from the date of formation, and shall subsequently include
each period of the last 12 consecutive reported calendar months or four consecutive reported fiscal quarters (as the case may be)
of such Obligor.


 




    	-25-



    	 



    

 


“Remittance
Period” means, (i) as to the initial Payment Date, the period beginning on the Original
Closing Date and ending on, and including, the Determination Date immediately preceding such Payment Date and (ii) as to any subsequent
Payment Date, the period beginning on the first day after the most recently ended Remittance Period and ending on, and including,
the Determination Date immediately preceding such Payment Date, or, with respect to the final Remittance Period, the Collection
Date.


 


“Replacement Servicer” has the meaning
assigned to that term in Section 6.01(c).


 


“Reporting Date”
means the date that is two Business Days prior to the Payment Date of each calendar quarter, commencing in October 2012.


 


“Required Lenders”
means (i) Wells Fargo (as a Lender hereunder) and its successors and assigns and (ii) the Lenders representing an aggregate of
at least 51% of the aggregate Commitments of the Lenders then in effect.


 


“Required Loan
Documents” means, for each Loan Asset, originals (except as otherwise indicated) of the following documents or instruments,
all as specified on the related Loan Asset Checklist:


 


(a)          (i)
other than in the case of a Noteless Loan Asset, the original or, if accompanied by an original “lost note” affidavit
and indemnity, a copy of, the underlying promissory note, endorsed by the Borrower or the prior holder of record either in blank
or to the Collateral Agent (and evidencing an unbroken chain of endorsements from each prior holder thereof evidenced in the chain
of endorsements either in blank or to the Collateral Agent), with any endorsement to the Collateral Agent to be in the following
form: “U.S. Bank National Association, as Collateral Agent for the Secured Parties” and (ii) in the case of a Noteless
Loan Asset (A) a copy of each transfer document or instrument relating to such Noteless Loan Asset evidencing the assignment of
such Noteless Loan Asset to the Seller and from the Seller to the Borrower and from the Borrower either to the Collateral Agent
or in blank, and (B) a copy of the Loan Asset Register with respect to such Noteless Loan Asset, as described in Section 5.03(l)(ii);


 


(b)          copies
(or originals, solely to the extent in the possession of the Borrower) of each of the following, to the extent applicable to the
related Loan Asset; any related loan agreement, credit agreement, note purchase agreement, security agreement (if separate from
any Mortgage), sale and servicing agreement, acquisition agreement, subordination agreement, intercreditor agreement or similar
instruments, guarantee, Insurance Policy, assumption or substitution agreement or similar material operative document, in each
case, together with any amendment or modification thereto, as set forth on the Loan Asset Checklist;


 


(c)          if
any Loan Asset is secured by a Mortgage, in each case, as set forth in the Loan Asset Checklist:


 




    	-26-



    	 



    

 


(i)          either
(A) the original Mortgage, the original assignment of leases and rents, if any, and the
originals of all intervening assignments, if any, of the Mortgage and assignments of leases and rents with evidence of
recording thereon, (B) copies thereof certified by the Servicer, by closing counsel or by a title company or escrow company
to be true and complete copies thereof where the originals have been transmitted for recording until such time as the
originals are returned by the public recording office; provided that the Borrower shall have an obligation to deliver
originals under this clause (c)(i) solely to the extent that Borrower obtained such originals from the Seller or the
third-party from whom the Borrower purchased the related Loan Asset; providedfurther that, solely for purposes of the
Review Criteria, the Collateral Custodian shall have no duty to ascertain whether any certification set forth in subsection
(c)(ii) has been received, other than a certification which has been clearly delineated as being provided by the Servicer or
(C) copies certified by the public recording offices where such documents were recorded to be true and complete copies
thereof in those instances where the public recording offices retain the original or where the original recorded documents
are lost; and


 


(ii)         other
than with respect to any Agented Note, to the extent the Borrower is the sole lender under the Loan Agreement, an Assignment
of Mortgage and of any other material recorded security documents (including any assignment of leases and rents) in
recordable form, executed by the Borrower or the prior holder of record, in blank or to the Collateral Agent (and evidencing
an unbroken chain of assignments from the prior holder of record to the Collateral Agent), with any assignment to the
Collateral Agent to be in the following form: “U.S. Bank National Association, as Collateral Agent for the Secured
Parties”;


 


(d)          with
respect to any Loan Asset originated by the Seller and with respect to which the Seller acts as administrative agent (or in a comparable
capacity), either (i) copies of the UCC-1 Financing Statements, if any, and any related continuation statements, each showing the
Obligor as debtor and the Collateral Agent as total assignee or showing the Obligor, as debtor and the Seller as secured party
and each with evidence of filing thereon, or (ii) copies of any such financing statements certified by the Servicer to be true
and complete copies thereof in instances where the original financing statements have been sent to the appropriate public filing
office for filing, in each case, as set forth in the Loan Asset Checklist.


 


“Required
Reports” means, collectively, the Servicing Report required pursuant to Section 6.08(b), the Servicer’s
Certificate required pursuant to Section 6.08(c), the financial statements of the Servicer required pursuant to Section
6.08(d), the tax returns of the Borrower and the Servicer required pursuant to Section 6.08(e), the financial statements
and valuation reports of each Obligor required pursuant to Section 6.08(f), the annual statements as to compliance required
pursuant to Section 6.09, and the annual independent public accountant’s report required pursuant to Section 6.10.


 


“Responsible
Officer” means, with respect to any Person, any duly authorized officer of such Person with direct responsibility for
the administration of this Agreement and also, with respect to a particular matter, any other duly authorized officer of such Person
to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.


 




    	-27-



    	 



    

 


“Restricted
Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any class of membership
interests of the Borrower now or hereafter outstanding, except a dividend paid solely in interests of that class of membership
interests or in
any junior class of membership interests of the Borrower, (ii) any redemption, retirement, sinking fund or similar payment, purchase
or other acquisition for value, direct or indirect, of any class of membership interests of the Borrower now or hereafter outstanding,
(iii) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options
or other rights to acquire membership interests of the Borrower now or hereafter outstanding and (iv) any payment of management
fees by the Borrower. For the avoidance of doubt, (x) payments and reimbursements due to the Servicer in accordance with this Agreement
or any other Transaction Document do not constitute Restricted Junior Payments and (y) distributions by the Borrower to holders
of its membership interests of Loan Assets or of cash or other proceeds relating thereto which have been substituted by the Borrower
in accordance with this Agreement shall not constitute Restricted Junior Payments.


 


“Retained Interest”
means, with respect to any Agented Note that is transferred to the Borrower, (i) all of the obligations, if any, of the agent(s)
under the documentation evidencing such Agented Note and (ii) the applicable portion of the interests, rights and obligations under
the documentation evidencing such Agented Note that relate to such portion(s) of the indebtedness that is owned by another lender.


 


“Review Criteria” has the meaning
assigned to that term in Section 12.02(b)(i).


 


“S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc. (or its successors in interest).


 


“Scheduled Payment”
means each scheduled payment of principal and/or interest required to be made by an Obligor on the related Loan Asset, as adjusted
pursuant to the terms of the related Loan Agreement.


 


“SEC” means the Securities and Exchange
Commission.


 


“Second Amendment Effective Date”
means April 26, 2013.


 


“Secured Party”
means each of the Administrative Agent, each Lender (together with its successors and assigns), each Lender Agent, each Affected
Party, each Indemnified Party, the Collateral Custodian, the Collateral Agent and the Account Bank.


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Seller”
means BDCA, in its capacity as the Seller hereunder and as the seller under the Purchase and Sale Agreement, together with its
successors and assigns in such capacity.


 


“Servicer”
means at any time the Person then authorized, pursuant to Section 6.01 to manage, service, administer, and collect on the
Loan Assets and exercise rights and remedies in respect of the same.


 


“Servicer’s Certificate” has
the meaning assigned to that term in Section 6.08(c).


 




    	-28-



    	 



    

 


“Servicer Pension Plan” has the
meaning set forth in Section 4.03(o).


 


“Servicer
Termination Event” means the occurrence of any one or more of the following events:


 


(a)          any
failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with
respect to bifurcation and remittance of Interest Collections and Principal Collections), as required by this Agreement or any
Transaction Document which continues unremedied for a period of three Business Days;


 


(b)          any
failure on the part of the Servicer duly to (i) observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents
to which the Servicer is a party (including, without limitation, any delegation of the Servicer’s duties that is not permitted
by Section 6.01  of this Agreement) or (ii) comply in any material respect with the Servicing Standard regarding
the servicing of the Collateral Portfolio, and, in each case, the same continues unremedied for a period of 30 days (if such failure
can be remedied) after the earlier to occur of (A) the date on which written notice of such failure requiring the same to be remedied
shall have been given to the Servicer by the Administrative Agent or the Collateral Agent (at the direction of the Administrative
Agent) and (B) the date on which a Responsible Officer of the Servicer acquires knowledge thereof;


 


(c)          the
failure of the Servicer to make any payment when due (after giving effect to any related grace period) under one or more agreements
for borrowed money to which it is a party in an aggregate amount in excess of United States $5,000,000, individually or in the
aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such amount of recourse debt whether
or not waived;


 


(d)          a
Bankruptcy Event shall occur with respect to the Servicer;


 


(e)          BDCA
assigns its rights or obligations as “Servicer” hereunder in a manner not in accordance with Section 11.04(a);


 


(f)          at
the end of any fiscal quarter, BDCA fails to maintain the Asset Coverage Ratio at greater than or equal to 2:1;


 


(g)          BDCA
permits Shareholders’ Equity (as reflected in its 10Q or 10K without any deductions) at the last day of any of its fiscal quarter to be less than $49,500,0001,250,000,000
plus 80% of the net proceeds of the sale of equity interests by BDCA after the Fifth Amendment
Closing Date;


 


(h)          any
failure by the Servicer to deliver (i) any required Servicing Report on or before the date occurring two Business Days after the
date such report is required to be made or given, as the case may be or (ii) any other Required Reports hereunder on or before
the date occurring five Business Days after the date such report is required to be made or given, as the case may be, in each case,
under the terms of this Agreement;


 






    	-29-



    	 



    

 


(i)          any
change in the management of the Servicer (whether by resignation, termination, disability, death or lack of day-to-day management)
relating to any three of Peter Budko, Robert Grunewald,  and
William Kahane and Nicholas Schorsch failing to be an employee or partner of BDCA or
AR Capital, LLC, as applicable, that is actively involved in the management of BDCA’s daily activities including, but not
limited to, general management, management of the Collateral Portfolio, underwriting, and the credit approval process and credit
monitoring activities, and such individuals are not replaced with other individuals reasonably acceptable to the Administrative
Agent within 60 days of such event;


 


(j)          any
representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in
any respect when made, which has a Material Adverse Effect on the Collateral Agent or any Secured Party and which continues to
be unremedied for a period of 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness
requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Collateral Agent (at
the direction of the Administrative Agent) or (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof;


 


(k)          any
financial or other information reasonably requested by the Administrative Agent, a Lender Agent or the Collateral Agent is not
provided as requested within a reasonable amount of time following such request;


 


(l)          the
rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United States
$5,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for
any period of more than 45 consecutive days without a stay of execution;


 


(m)          any
change in the control of the Servicer that takes the form of either a merger or consolidation that does not comply with the provisions
of Section 5.04(a) of this Agreement;


 


(n)          an
Event of Default has occurred and is continuing (past any applicable notice or cure period provided in the definition thereof);


 


(o)          the
failure by BDCA to own 100% of the membership interests in the Borrower; or


 


(p)          any
other event which a reasonable commercial lender would determine has caused, or which may cause, a Material Adverse Effect on the assets, liabilities, financial condition, business or operations
of the Servicer or the ability of the Servicer to meet its obligations under the Transaction Documents to which it is a party.


 


“Servicer Termination Notice”
has the meaning assigned to that term in Section 6.01(b).


 


“Servicing
Fees” means the fee payable to the Servicer on each Payment Date in arrears in respect of each Remittance Period, which
fee shall be equal to the product of (i) 0.50%, (ii) the arithmetic mean of the aggregate Outstanding Balance of all Eligible
Loan Assets on the first day and on the last day of the related Remittance Period and (iii) the actual number of days in such
Remittance Period divided by 360; provided that the rate set forth in clause (i) hereof may
be increased up to 0.75% at the discretion of the Administrative Agent in the event that a successor Servicer is appointed pursuant
to Section 6.01(c).


 






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“Servicing
File” means, for each Loan Asset, (a) copies of each of the Required Loan Documents and (b) any other portion of the
Loan Asset File which is not part of the Required Loan Documents.


 


“Servicing Report” has the meaning
assigned to that term in Section 6.08(b).


 


“Servicing
Standard” means, with respect to any Loan Assets included in the Collateral Portfolio, to service and administer such
Loan Assets on behalf of the Secured Parties in accordance with Applicable Law, the terms of this Agreement, the Loan Agreements,
all customary and usual servicing practices for loans like the Loan Assets and, to the extent consistent with the foregoing, (a)(i)
if the Servicer is the originator or an Affiliate thereof, the higher of: (A) the customary and usual servicing practices that
a prudent loan investor or lender would use in servicing loans like the Loan Assets for its own account and (B) the same care,
skill, prudence and diligence with which the Servicer services and administers loans for its own account or for the account of
others and (ii) if the Servicer is not the originator or an Affiliate thereof, the same care, skill, prudence and diligence with
which the Servicer services and administers loans for its own account or for the account of others; (b)with a view to maximize
the value of the Loan Assets; and (c) without regard to (i) the Servicer’s obligations to incur servicing and administrative
expenses with respect to a Loan Asset, (ii) the Servicer’s right to receive compensation for its services hereunder or with
respect to any particular transaction, (iii) the ownership by the Servicer or any Affiliate thereof of any Loan Assets or (iv)
the ownership, servicing or management for others by the Servicer of any other loans or property by the Servicer.


 


“Shareholders’
Equity” means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP,
of shareholders equity for the Servicer at such date.


 


“Solvent”
means, as to any Person at any time, having a state of affairs such that all of the following conditions are met: (a) the fair
value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent
and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy
Code; (b) the present fair saleable value of the property of such Person in an orderly liquidation of such Person is not less than
the amount that will be required to pay the probable liability of such Person on its debts and other liabilities as they become
absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed,
contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities
mature; and (e) such Person is not engaged in a business or a transaction, and does not propose to engage in a business or a transaction,
for which such Person’s property assets would constitute unreasonably small capital.


 




    	-31-



    	 



    

 


“State”
means one of the fifty states of the United States or the District of Columbia.


 


“Stated Maturity
Date” means April 26, 2018May 29, 2020
(as extended in accordance with Section 2.19(a)).


 


“Structuring
Fee” means the fee set forth in the Lender Fee Letter, as such fee letter may be amended, restated, supplemented and/or
otherwise modified from time to time.


 


“Subsidiary”
means with respect to a person, a corporation, partnership or other entity of which shares of stock or other ownership interests
having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity
are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries,
or both, by such person.


 


“Substitute Eligible Loan Asset”
means each Eligible Loan Asset that is Pledged by the Borrower to the Collateral Agent, on behalf of the Secured Parties, pursuant
to Section  2.07(a) or Section 2.07(c)(ii).


 


“Supermajority
Lenders” means, at any time, Lenders representing an aggregate of  at least 66 2/3% of the aggregate Commitments
of the Lenders then in effect; provided that if  there are two or more unaffiliated Lenders party hereto as of
the applicable date of determination,  then at least two such Lenders shall be required to constitute the Supermajority
Lenders;  provided further that the Commitment of, and the portion of any outstanding Advances, as  applicable,
held or deemed held by, any Defaulting Lender shall be excluded for purposes of  making a determination of Supermajority
Lenders. 


 


“Swingline
Advance” means any swingline loan made by the Swingline Lender to  the Borrower pursuant to Section 2.01, and all
such swingline loans collectively as the context  requires. For the avoidance of doubt, unless otherwise specified a
Swingline Advance shall  constitute an Advance hereunder. 


 


“Swingline
Commitment” means the commitment of the Swingline Lender to  fund Swingline Advances, subject to the terms and
conditions herein, in an amount not greater  than $50,000,000 (without regard to any future reimbursement of Swingline
Advances by the  Lenders), as such amount may be reduced, increased or assigned from time to time pursuant to  the
provisions of this Agreement. The Swingline Commitment is a sub-limit of the Commitment  of the Swingline Lender, in
its capacity as a Lender hereunder, and is not in addition thereto. 


 


“Swingline
Lender” means Wells Fargo in its capacity as swingline lender  hereunder or any successor thereto. 


 


“Swingline
Note” means a promissory note made by the Borrower in favor of the  Swingline Lender evidencing the
Swingline Advances made by the Swingline Lender,  substantially in the form attached hereto as Exhibit I-2, and any
amendments, supplements and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals
or  extension thereof, in whole or in part. 


 






    	-32-



    	 



    

 


“Swingline Refund Date”
has the meaning assigned to that term in Section 2.23(a).


 


“Taxes”
means any present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties,
and additions thereto) that are imposed by any Governmental Authority.


 


“Third Amendment Effective Date”
means September 9, 2013.


 


“Transaction
Documents” means this Agreement, the Variable Funding Note(s), any Joinder Supplement, the Purchase and Sale Agreement,
the Collection Account Agreement, the U.S. Bank Fee Letter, each Lender Fee Letter, the Pledge Agreement and each document, instrument
or agreement related to any of the foregoing.


 


“Transferee Letter” has the meaning
assigned to that term in Section 11.04(a).


 


“UCC”
means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.


 


“Underlying
Collateral” means, with respect to a Loan Asset, any property or other assets designated and pledged or mortgaged as
collateral to secure repayment of such Loan Asset, as applicable, including, without limitation, mortgaged property and/or a pledge
of the stock, membership or other ownership interests in the related Obligor and all proceeds from any sale or other disposition
of such property or other assets.


 


“United States” means the United
States of America.


 


“Unmatured Event
of Default” means any event that, if it continues uncured, will, with lapse of time, notice or lapse of time and notice,
constitute an Event of Default.


 


“Unrestricted
Cash” the meaning of “Unrestricted Cash” or any comparable definition in the Loan Agreements for each Loan
Asset, and in any case that “Unrestricted Cash” or such comparable definition is not defined in such Loan Agreement,
all cash available for use for general corporate purposes and not held in any reserve account or legally or contractually restricted
for any particular purposes or subject to any lien (other than blanket liens permitted under or granted in accordance with such
Loan Agreement).


 


“Unused Portion” has the meaning
assigned to that term in Section 2.09(a).


 


“U.S. Bank” means U.S. Bank National Association.


 


“U.S. Bank Fee Letter”
means the U.S. Bank Fee Letter, dated as of the Original  Closing Date, between
the Collateral Agent, the Collateral Custodian, the Account Bank and the Borrower, as such letter may be amended, modified, supplemented,
restated or replaced from time to time.


 




    	-33-



    	 



    

 


“Value Adjustment
Event” means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related
Cut-Off Date:


 


(i)          (A)
The Interest Coverage Ratio for any Relevant Test Period with respect to such Loan Asset is (I) less than
or equal to 85% of the Interest Coverage Ratio with respect to such Loan Asset as calculated on the applicable Cut-Off
Date and (II) less than 1.50 or (B) the Net Leverage Ratio for any Relevant Test Period of the related Obligor with respect to
such Loan Asset (I) is more than 0.50x higher than such Net Leverage Ratio as calculated on the applicable Cut-Off Date or (II)
is more than 3.50x as of the applicable date of determination;


 


(ii)         an
Obligor payment default under any Loan Asset (after giving effect to any grace and/or cure period set forth in the Loan Agreement,
but not to exceed five days);


 


(iii)        any
other Obligor default under any Loan Asset for which the Borrower (or agent or required lenders pursuant to the Loan Agreement,
as applicable) has elected to exercise any of its rights and remedies under the applicable Loan Agreement in case of the default
thereunder (including, but not limited to, acceleration of the debt);


 


(iv)        a
Bankruptcy Event with respect to the related Obligor;


 


(v)         the
occurrence of a Material Modification (in accordance with clauses  (b)-(f) of the definition thereof) with respect
to such Loan Asset;


 


(vi)        the
occurrence of a Material Modification (in accordance with clause (a) of the definition thereof) with respect to such Loan
Asset; or


 


(vii)       the
failure of the Borrower or the Servicer to deliver any “loan level” financial reporting package with respect to such
Loan Asset at least 45 days after the end of each month (if required in accordance with the related Loan Agreement), 60 days after
the end of each quarter and 120 days after the end of each fiscal year, as applicable (unless waived or otherwise agreed to by
the Administrative Agent in its sole discretion).


 


“Variable Funding Note” has the
meaning assigned to such term in Section 2.01(a).


 


“Warranty
Event” means, as to any Loan Asset, the discovery that as of the related Cut-Off Date for such Loan Asset there existed
a breach of any representation or warranty relating to such Loan Asset (other than any representation or warranty that the Loan
Asset satisfies the criteria of the definition of Eligible Loan Asset) and the failure of the Borrower to cure such breach, or
cause the same to be cured, within 10 days after the earlier to occur of the Borrower’s receipt of notice thereof from the
Administrative Agent or the Borrower becoming aware thereof (without duplication of the grace period set forth in Section 2.07(c));
provided that, any Loan Asset approved by the Administrative Agent in accordance with Section 11 of Schedule III on
the applicable Cut-Off Date shall not be a Warranty Loan Asset due to the failure of such Loan Asset to satisfy the requirements
of Section 11 of Schedule III on any date thereafter.


 




    	-34-



    	 



    

 


“Warranty Loan Asset” means any Loan Asset that fails to satisfy
any criteria of the definition of Eligible Loan Asset as of the Cut-Off Date for such Loan Asset or a Loan Asset with respect to
which a Warranty Event has occurred.


 


“Wells Fargo” shall mean Wells Fargo
Bank, N.A., and its successors and assigns.


 


“Yield”
means with respect to any Remittance Period, the sum for each day in such Remittance Period determined in accordance with the following
formula:


 


YR x L

D


 


	where:	YR	=	the Yield Rate applicable on such day;
	 	 	 	 
	 	L	=	the Advances Outstanding on such day; and
	 	 	 	 
	 	D	=	360 or, to the extent the Yield Rate is the Base Rate, 365 or 366
    days, as applicable;


 


provided that (i) no provision of
this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by Applicable Law
and (ii) Yield shall not be considered paid by any distribution if at any time such distribution is later required to be rescinded
by any Lender to the Borrower or any other Person for any reason including, without limitation, such distribution becoming void
or otherwise avoidable under any statutory provision or common law or equitable action, including, without limitation, any provision
of the Bankruptcy Code.


 


“Yield Rate” means, as of any date of determination, an interest
rate per annum equal to LIBOR for such date plus the Applicable Spread; provided that if
Wells Fargoany Lender Agent shall have notified the Administrative Agent that
a Eurodollar Disruption Event has occurred, the Yield Rate shall be equal to the Base Rate plus the Applicable Spread until
such Lender Agent shall have notified the Administrative Agent that such Eurodollar Disruption Event has ceased, at which time
the Yield Rate shall again be equal to LIBOR for such date plus  the Applicable Spread. For the avoidance of doubt,
the Yield Rate will be calculated by application of the sum of LIBOR and the Applicable Spread to the Advances Outstanding on the
basis of a 360-day year and the actual number of days in the applicable interest accrual period and shall be payable on each Payment
Date


 


SECTION 1.02         Other
Terms. All accounting terms used but not specifically defined herein shall be construed in accordance with GAAP. All terms
used in Article 9 of the UCC in the State of New York, and used but not specifically defined herein, are used herein as defined
in such Article 9.


 


SECTION 1.03         Computation
of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to
a later specified date, the word “from” means “from and including” and the words “to” and
“until” each mean “to but excluding.”


 




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SECTION 1.04         Interpretation.


 


In each Transaction Document, unless a contrary intention
appears:


 


(a)          the
singular number includes the plural number and vice versa;


 


(b)          reference
to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Transaction Documents;


 


(c)          reference
to any gender includes each other gender;


 


(d)          reference
to day or days without further qualification means calendar days;


 


(e)          reference
to any time means New York, New York time;


 


(f)          reference
to the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;


 


(g)          reference
to any agreement (including any Transaction Document), document or instrument means such agreement, document or instrument as
amended, modified, waived, supplemented, restated or replaced and in effect from time to time in accordance with the terms thereof
and, if applicable, the terms of the other Transaction Documents, and reference to any promissory note includes any promissory
note that is an extension or renewal thereof or a substitute or replacement therefor; and


 


(h)          reference
to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and
in effect from time to time, including rules and regulations promulgated thereunder and reference to any Section or other provision
of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive
amendment, modification, codification, replacement or reenactment of such Section or other provision.


 


ARTICLE II.


 


THE FACILITY


 


SECTION 2.01         Variable
Funding Note and Advances.


 


(a)          Variable
Funding Note. The Borrower has heretofore delivered or shall, on the date hereof (and on the terms and subject to the conditions
hereinafter set forth), deliver, to each Lender Agent, at the address set forth on the signature pages of this Agreement, and on
the effective date of any Joinder Supplement, to each additional Lender Agent, at the address set forth in the applicable Joinder
Supplement, a duly executed variable funding note (the “Variable  Funding Note”), in substantially
the form of Exhibit I, in an aggregate face amount equal to the applicable Lender’s Commitment as of the
Original Closing Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed.
Interest shall accrue on the Variable Funding Note, and the Variable Funding Note shall be payable, as described herein.


 




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(b)          On
the terms and conditions hereinafter set forth, the Borrower shall deliver on the Fifth Amendment Closing Date to the Swingline
Lender, at the applicable address  set forth on the signature page of the Swingline Lender, a duly executed Swingline
Note, in an  aggregate face amount equal to the Swingline Commitment as of the Fifth Amendment Closing  Date
and otherwise duly completed. 


 


(c)     (b)
Advances. On the terms and conditions hereinafter set forth, from time to time from the Original
Closing Date until the end of the Reinvestment Period, the Lenders shall make Advances under the Variable Funding Note, secured
by the Collateral Portfolio, to the Borrower for the purpose of purchasing Eligible Loan Assets. Under no circumstances shall any
Lender be required to make any Advance if after giving effect to such Advance and the addition to the Collateral Portfolio of the
Eligible Loan Assets being acquired by the Borrower using the proceeds of such Advance, (i) an Event of Default has occurred or
would result therefrom or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding
would exceed the Borrowing Base. Notwithstanding anything to the contrary herein, no Lender shall be obligated to provide the Borrower
with aggregate funds in connection with an Advance that would exceed the lesser of (A) such Lender’s unused Commitment then
in effect and (B) the aggregate unused Commitments then in effect.


 


(d)          Swingline
Advances. On the terms and conditions hereinafter set forth,  from time to time from the Fifth Amendment Closing Date
until the end of the Reinvestment  Period, the Borrower may, at its option, request the Swingline Lender make Swingline
Advances  under the Swingline Note, secured by the Collateral Portfolio. Following the receipt of a Notice  of
Borrowing, the Swingline Lender shall make the requested Swingline Advances to the  Borrower; provided that the
Swingline Lender shall not fund any Swingline Advance if, after  giving effect to the amount of the Swingline Advance
requested, in the sole discretion of the  Swingline Lender, (i) an Event of Default has occurred or would result therefrom
or an  Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances  Outstanding
would exceed the Borrowing Base. 


 


(e)          (c)
Notations on Variable Funding Note. Each Lender Agent is hereby authorized to enter
on a schedule attached to the Variable Funding Note or Swingline Note with respect to
each Conduit Lender and each Institutional Lender a notation (which may be computer generated) with respect to each Advance
or Swingline Note under the Variable Funding Note or  Swingline Note, as applicable,
made by the applicable Lender of: (i) the date and principal amount thereof and (ii) each repayment of principal thereof,
and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of
any Lender Agent to make any such notation on the schedule attached to any Variable Funding Note
or Swingline Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances
and Swingline Advances in accordance with their respective terms as set forth herein.


 


(f)          Advances
to be made for the purpose of refunding Swingline Advances shall be made by the Lenders as provided in Section 2.23.



 


SECTION 2.02         Procedure
for Advances.





 







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(a)          During
the Reinvestment Period, the Lenders will make Advances and the Swingline Lender will make Swingline
Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions
of Sections 2.01 and 2.02  and subject to the provisions of Article III hereof.


 


(b)          Each
Advance shall be made byon at least one Business Day’s irrevocable written notice
from the Borrower to the Administrative Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian,
in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the
Administrative Agent and each Lender Agent on a Business Day if delivered no later than 2:00 p.m. on such Business Day and if
not delivered by such time, shall be deemed to have been received on the following Business Day.  Each
Swingline Advance shall be made on any  Business Day on which written notice is received from the Borrower by the Administrative
Agent and each Lender Agent, with a copy to the Collateral Agent and the Collateral Custodian,  in the form of a Notice
of Borrowing; provided that such Notice of Borrowing shall be deemed to  have been received by the Administrative
Agent and each Lender Agent on a Business Day if  delivered no later than 3:00 p.m. on such Business Day and if not
delivered by such time, shall be  deemed to have been received on the following Business Day. The Borrower or the Servicer
shall provide electronic copies of all Loan Agreements and other loan documents and information with respect to each proposed
Loan Asset, if any, to a website that the Administrative Agent has approved and to which the Administrative Agent and each Lender
Agent have access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such
Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall
specify:


 


(i)          the
aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided
that, the amount of such Advance must be at least equal to $500,000;


 


(ii)         the
proposed date of such Advance; and


 


(iii)        a
representation that all conditions precedent for an Advance described in Article III hereof have been satisfied.


 


On the date of each Advance
(other than a Swingline Advance), upon satisfaction of the applicable conditions set forth in Article III, each
Lender shall, in accordance with instructions received by the Borrower make available to the Borrower,
in same day funds, an amount equal to such Lender’s Pro Rata Share of such Advance, by payment into the account which the
Borrower has designated in writing.  On the date of any Swingline Advance, the Swingline
Lender shall  make available to the Borrower in same day funds, an amount equal to the least of (i) the amount  requested
by the Borrower for such Swingline Advance, (ii) the positive difference between (A)  the Swingline Commitment then
in effect and (B) the aggregate outstanding Swingline Advances  as of such date and (iii) the maximum amount that, after
taking into account the proposed use of  proceeds of such Swingline Advance, could be advanced to the Borrower hereunder
without  causing the Advances Outstanding to exceed the Borrowing Base. 


 


(c)          The
Advances shall bear interest at the Yield Rate.


 




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(d)          Subject to Section 2.18 and the other terms, conditions, provisions and
limitations set forth herein (including, without limitation, the payment of the Make-Whole Premium, as applicable), the Borrower
may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the
Original Closing Date and prior to the end of the Reinvestment Period.


 


(e)          A
determination by Wells Fargoany Lender of the existence
of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Administrative
Agent promptly after the Administrative Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its
making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.


 


(f)          The
obligation of each Conduit Lender and each Institutional Lender to remit its Pro Rata Share of any Advance shall be several
from that of each other Lender and the failure of any Conduit Lender or Institutional Lender to so make such amount available
to the Borrower shall not relieve any other Lender of its obligation hereunder.


 


SECTION 2.03         Determination
of Yield. Each applicable LenderThe Administrative Agent
shall determine the Yield for its portion of the Advances (including unpaid Yield
related thereto, if any, due and payable on a prior Payment Date) to be paid by the Borrower on each Payment Date for the related
Remittance Period and shall advise each applicable Lender Agent and the Servicer thereof
on the third Business Day prior to such Payment Date.


 


SECTION 2.04         Remittance
Procedures. The Servicer, as agent for the Administrative Agent and the Lender Agents, shall instruct the Collateral Agent
and, if the Servicer fails to do so, the Administrative Agent may instruct the Collateral Agent, to apply funds on deposit in
the Collection Account as described in this Section 2.04; provided that, at any time after delivery of Notice of
Exclusive Control (as defined in the Collection Account Agreement), the Administrative Agent shall instruct the Collateral Agent
to apply funds on deposit in the Collection Account as described in this Section 2.04.


 


(a)          Payment
Date Transfers During Reinvestment Period and Absent an Event of Default. During the Reinvestment Period, so long as no Event
of Default has occurred and, in any case, prior to the declaration, or automatic occurrence, of the Facility Maturity Date, the
Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) transfer collected funds held
by the Account Bank in the Collection Account, in accordance with the Servicing Report, to the following Persons in the following
amounts, calculated as of the Determination Date, and priority:


 


(i)          pari
passu to (A) the Collateral Agent, in payment in full of all accrued Collateral Agent Fees and Collateral Agent Expenses,
(B) the Collateral Custodian in payment in full of all accrued Collateral Custodian Fees and Collateral Custodian Expenses and
(C) the Account Bank in payment in full of all accrued fees and expenses due under the U.S. Bank Fee Letter; provided that
amounts payable with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank pursuant
to this clause (i) (and Sections 2.04(b)(i), (c)(i) and (d)(i), if applicable) shall not, collectively, exceed $100,000
per annum;


 






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(ii)         to
the Servicer, in payment in full of all accrued Servicing Fees;


 


(iii)        pro
rata, in accordance with the amounts due under this clause, to each Lender Agent, for the account of the applicable Lender,
all Yield and the Non-Usage Fee that is accrued and unpaid as of the last day of the related Remittance Period;


 


(iv)        pro
rata, to each Lender Agent (for the account of the applicable Lender) and the Administrative Agent, all accrued and unpaid
fees, expenses (including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to
the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents;


 


(v)         to
pay the Advances Outstanding to the extent required to satisfy any outstanding Borrowing Base Deficiency;


 


(vi)        pari
passu to (A) the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously
paid, (B) the Collateral Custodian in payment in full of all accrued Collateral Custodian Expenses to the extent not previously
paid, and (C) the Account Bank in payment in full of all accrued expenses to the extent not previously paid;


 


(vii)       to
pay the Advances Outstanding, together with the Make-Whole Premium (to the extent payable pursuant to the definition thereof),
in connection with any complete refinancing or termination of this Agreement in accordance with Section  2.18(b);


 


(viii)      to
pay any other amounts due (other than with respect to the repayment of Advances) under this Agreement and the other Transaction
Documents (including any indemnity amounts due from the Borrower hereunder and thereunder not previously paid pursuant to Section
2.04(a)(iv));


 


(ix)         to
the Servicer, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of
its duties hereunder; and


 


(x)          to
the Borrower, any remaining amounts.


 


(b)          Interest
Payments after the Reinvestment Period but Prior to an Event of Default. After the Reinvestment Period but prior to the occurrence
of an Event of Default or the Facility Maturity Date, the Collateral Agent shall (as directed pursuant to the first paragraph
of this Section 2.04) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with
the Servicing Report, to the following Persons in the following amounts, calculated as of the Determination Date, and priority:




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(i)          pari
passu to (A) the Collateral Agent, in payment in full of all accrued Collateral Agent Fees and Collateral Agent Expenses,
(B) the Collateral Custodian in payment in full of all accrued Collateral Custodian Fees and Collateral Custodian Expenses and
(C) the Account Bank in payment in full of all accrued fees and expenses due under the U.S. Bank Fee Letter; provided that
amounts payable with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank pursuant to this
clause (i) (and Sections 2.04(a)(i), (c)(i) and (d)(i), if applicable) shall not, collectively, exceed $100,000
per annum;


 


(ii)         to
the Servicer, in payment in full of all accrued Servicing Fees;


 


(iii)        pro
rata, in accordance with the amounts due under this clause, to each Lender Agent, for the account of the applicable Lender,
all Yield and the Non-Usage Fee that is accrued and unpaid as of the last day of the related Remittance Period;


 


(iv)        pro
rata, to each Lender Agent (for the account of the applicable Lender) and the Administrative Agent, as applicable, all accrued
and unpaid fees, expenses (including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the
Borrower to the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents;


 


(v)         to
pay the Advances Outstanding to the extent required to satisfy any outstanding Borrowing Base Deficiency;


 


(vi)        pari
passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously
paid, (b) the Collateral Custodian in payment in full of all accrued Collateral Custodian Expenses to the extent not previously
paid and (c) the Account Bank in payment in full of all accrued expenses to the extent not previously paid;


 


(vii)       to
pay the Advances Outstanding, together with the Make-Whole Premium (to the extent payable pursuant to the definition thereof),
in connection with any complete refinancing or termination of this Agreement in accordance with Section  2.18(b);


 


(viii)      to
pay any other amounts due (other than with respect to the repayment of Advances) under this Agreement and the other Transaction
Documents (including any indemnity amounts due from the Borrower hereunder and thereunder not previously paid pursuant to Section
2.04(b)(iv));


 


(ix)         to
the Servicer, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of
its duties hereunder; and


 


(x)          to
the Borrower, any remaining amounts.


 






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(c)          Principal
Payments after the Reinvestment Period but Prior to an Event of Default. After the Reinvestment Period but prior to an Event
of Default or the Facility Maturity Date, the Collateral Agent shall (as directed pursuant to the
first paragraph of this Section 2.04) transfer Principal Collections held by the Account Bank in the Collection Account,
in accordance with the Servicing Report, to the following Persons in the following amounts, calculated as of the Determination
Date, and priority:


 


(i)          to
pay amounts due under Section 2.04(b)(i) through (iv), to the extent not paid thereunder;


 


(ii)         to
pay the Advances Outstanding, including any applicable Make-Whole Premium (to the extent payable pursuant to the definition thereof),
until paid in full;


 


(iii)        pari
passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously
paid, (b) the Collateral Custodian in payment in full of all accrued Collateral Custodian Expenses to the extent not previously
paid and (c) the Account Bank in payment in full of all accrued expenses to the extent not previously paid;


 


(iv)        to
pay any other amounts due under this Agreement and the other Transaction Documents (including any indemnity amounts due from the
Borrower hereunder and thereunder not previously paid pursuant to Sections 2.04(b)(iv) and (viii));


 


(v)         to
the Servicer, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of
its duties hereunder; and


 


(vi)        to
the Borrower, any remaining amounts.


 


(d)          Payment
Date Transfers Upon the Occurrence of an Event of Default. If an Event of Default has occurred and is continuing or, in any
case, after the declaration, or automatic occurrence, of the Facility Maturity Date, the Collateral Agent shall (as directed pursuant
to the first paragraph of this Section 2.04) transfer collected funds held by the Account Bank in the Collection Account,
in accordance with the Servicing Report, to the following Persons in the following amounts, calculated as of the Determination
Date, and priority:


 


(i)          pari
passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Fees and Collateral Agent Expenses, (b)
the Collateral Custodian in payment in full of all accrued Collateral Custodian Fees and Collateral Custodian Expenses and (c)
the Account Bank in payment in full of all accrued fees and expenses due under the U.S. Bank Fee Letter; provided that amounts
payable with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank pursuant to this clause
(i) (and Sections 2.04(a)(i), (b)(i) and (c)(i), if applicable) shall not, collectively, exceed $100,000 per annum;


 


(ii)         to
the Servicer, in payment in full of all accrued Servicing Fees;


 




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(iii)        pro rata, in accordance with the amounts due under this clause, to each
Lender Agent, for the account of the applicable Lender, all Yield and the Non-Usage Fee that is accrued and unpaid as of the last
day of the related Remittance Period;


 


(iv)        pro
rata, to each Lender Agent (for the account of the applicable Lender) and the Administrative Agent, as applicable, all accrued
and unpaid fees, expenses (including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the
Borrower to the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents;


 


(v)         to
pay the Advances Outstanding, including any applicable Make-Whole Premium (to the extent payable pursuant to the definition thereof),
until paid in full;


 


(vi)        pari
passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously
paid, (b) the Collateral Custodian in payment in full of all accrued Collateral Custodian Expenses to the extent not previously
paid and (c) the Account Bank in payment in full of all accrued expenses to the extent not previously paid;


 


(vii)       to
pay any other amounts due under this Agreement and the other Transaction Documents (including any indemnity amounts due from the
Borrower hereunder and thereunder not previously paid pursuant to Section 2.04(d)(iv));


 


(viii)      to
the Servicer, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of
its duties hereunder; and


 


(ix)         to
the Borrower, any remaining amounts.


 


(e)          Insufficiency
of Funds. For the sake of clarity, the parties hereby agree that if the funds on deposit in the Collection Account are insufficient
to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and
shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms
of this Agreement and the other Transaction Documents.


 


SECTION 2.05         Instructions
to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the Account
Bank by the Servicer, the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including
instructions and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-mail), and such written instructions
and directions shall be delivered with a written certification that such instructions and directions are in compliance with the
provisions of Section 2.04. The Servicer and the Borrower shall immediately transmit to the Administrative Agent by telecopy
or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to
Section 2.04. The Administrative Agent shall promptly transmit to the Servicer and the Borrower by telecopy or e-mail a
copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative
Agent, pursuant to Section 2.04. If either the Administrative Agent or Collateral Agent disagrees with the computation
of any amounts to be paid or deposited by the Borrower or the Servicer under Section 2.04 or otherwise pursuant to this
Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer and the Collateral Agent in writing
and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two Business Days,
the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent
manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer or the Borrower
which conflict with any instructions received by the Administrative Agent, the Collateral Agent or the Account Bank, as applicable,
shall rely on and follow the instructions given by the Administrative Agent.


 






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SECTION 2.06         Borrowing
Base Deficiency Payments.


 


(a)          In
addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement,
if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower shall, within three Business
Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one
or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such
date of determination: (i) deposit cash in United States dollars into the Principal Collection Account, (ii) repay Advances (together
with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders,
in each case, in respect of the amount so prepaid), and/or (iii) subject to the approval of the Administrative Agent, in its sole
discretion, Pledge additional Eligible Loan Assets; provided, that if the Borrower requests to Pledge another Eligible
Loan Asset within one Business Day of such Borrowing Base Deficiency and the Administrative Agent does not either reject such
Loan Asset or approve such Loan Asset within one Business Day of the Borrower’s request to Pledge such Loan Asset, then
the Administrative Agent may, in its sole discretion, elect in writing to extend the three Business Day grace period set
forth in this Section 2.06 for up to seven Business Days; providedfurther if
the Borrower has  cured a Borrowing Base Deficiency pursuant to clause (i) above and no other Event of Default has occurred
and is continuing, the Borrower shall be entitled to the return of all or a portion of  the cash so deposited in the
Principal Collection Account to the extent that, immediately after  giving effect to the return of any such amounts
or release of any asset, no Borrowing Base  Deficiency would exist.


 


(b)          No
later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets
pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent
(with a copy to the Collateral Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing
Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or
Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such
Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any
Pledge pursuant to this Section 2.06 shall be irrevocable.


 




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SECTION 2.07         Substitution
and Sale of Loan Assets; Affiliate Transactions.


 


(a)          Substitutions.
The Borrower may, with the consent of the Administrative Agent in its sole discretion, replace any Loan Asset aswith a
new Eligible Loan Asset so long as (i) no event has occurred, or would result from such substitution, which constitutes
an Event of Default and no event has occurred and is continuing, or would result from such substitution, which constitutes an Unmatured
Event of Default or a Borrowing Base Deficiency and (ii) simultaneously therewith, the Borrower Pledges (in accordance with all
of the terms and provisions contained herein) a Substitute Eligible Loan Asset.


 


(b)          Discretionary
Sales. The Borrower shall be permitted to sell Loan Assets to Persons other than the Seller or its Affiliates from time to
time; provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance
with Section 2.04, (ii) no event has occurred, or would result from such sale, which constitutes an Event of Default and
no event has occurred and is continuing, or would result from such sale, which constitutes an Unmatured Event of Default or a
Borrowing Base Deficiency and (iii) the prior written consent of the Administrative Agent shall be required if such Loan Asset
is sold for an amount which is less than the Adjusted Borrowing Value; provided further that
the Borrower  shall be permitted to sell Loan Assets after an Event of Default with the prior written consent of  the
Administrative Agent.


 


(c)          Repurchase
or Substitution of Warranty Loan Assets. If on any day a Loan Asset is (or becomes) a Warranty Loan Asset, no later than 10
Business Days following the earlier of knowledge by the Borrower of such Loan Asset becoming a Warranty Loan Asset or receipt
by the Borrower from the Administrative Agent or the Servicer of written notice thereof, the Borrower shall either:


 


(i)          make
a deposit to the Collection Account (for allocation pursuant to Section 2.04) in immediately available funds in an amount
equal to (A) the Advance Date Assigned Value multiplied by the Outstanding Balance of such Loan Asset and (B) any expenses or
fees with respect to such Loan Asset and costs and damages incurred by the Administrative Agent or by any Lender in connection
with any violation by such Loan Asset of any predatory or abusive lending law which is an Applicable Law (a notification regarding
the amount of such expenses or fees to be provided by the Administrative Agent to the Borrower); provided that the Administrative
Agent shall have the right to determine whether the amount so deposited is sufficient to satisfy the foregoing requirements; or


 


(ii)         with
the prior written consent of the Administrative Agent, in its sole discretion, substitute for such Warranty Loan Asset a Substitute
Eligible Loan Asset.


 


Upon
confirmation of the deposit of the amounts set forth in Section 2.07(c)(i) into the Collection Account or the delivery
by the Borrower of a Substitute Eligible Loan Asset for each Warranty Loan Asset (the date of such confirmation or delivery,
the “Release Date”), such Warranty Loan Asset and related Portfolio Assets shall be removed from the
Collateral Portfolio and, as applicable, the Substitute Eligible Loan Asset and related Portfolio Assets shall be included in
the Collateral Portfolio. On the Release Date of each Warranty Loan Asset, the Collateral
Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release to the
Borrower, without recourse, representation or warranty, all the right, title and interest and any Lien of the Collateral
Agent, for the benefit of the Secured Parties in, to and under the Warranty Loan Asset and any related Portfolio Assets and
all future monies due or to become due with respect thereto.


 






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(d)          Conditions
to Sales, Substitutions and Repurchases. Any sales, substitutions or repurchases effected pursuant to Sections 2.07(a),
(b), or (c) shall be subject to the satisfaction of the following conditions (as certified in writing to the Administrative
Agent and Collateral Agent by the Borrower):


 


(i)          the
Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent in connection with such sale, substitution or repurchase;


 


(ii)         the
Borrower shall deliver a list of all Loan Assets to be sold, substituted, repurchased;


 


(iii)        no
selection procedures adverse to the interests of the Administrative Agent, the Lender Agents or the Lenders were utilized by the
Borrower in the selection of the Loan Assets to be sold, repurchased or substituted;


 


(iv)        the
Borrower shall give one Business Day’s notice of such sale, substitution or repurchase;


 


(v)         the
Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any
sale, substitution or repurchase;


 


(vi)        the
representations and warranties contained in Sections 4.01, 4.02  and 4.03 shall continue to be correct
in all material respects, except to the extent relating to an earlier date;


 


(vii)       any
repayment of Advances Outstanding in connection with any sale, substitution or repurchase of Loan Assets hereunder shall comply
with the requirements set forth in Section 2.18; and


 


(viii)      the
Borrower and the Servicer (on behalf of the Borrower) shall agree to pay the reasonable attorneys’ fees and expenses of the
Administrative Agent, each Lender, each Lender Agent, Collateral Agent and the Collateral Custodian in connection with any such
sale, substitution or repurchase (including, but not limited to, expenses incurred in connection with the release of the Lien of
the Collateral Agent on behalf of the Secured Parties and any other party having an interest in the Loan Asset in connection with
such sale, substitution or repurchase).


 


(e)          Affiliate
Transactions. The Seller (or an Affiliate thereof) shall not reacquire from the Borrower and the Borrower shall not transfer
to the Seller or to Affiliates of the Seller, and none of the Seller nor any Affiliates thereof will have a right or ability to
purchase, the Loan Assets without the prior written consent of the Administrative Agent.


 




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(f)          Limitations on Sales and Substitutions. The Outstanding Balance
of all Loan Assets (other than Warranty Loan Assets) transferred pursuant to Section 2.07(e) or substituted pursuant to
Section 2.07(a) during the 12-month period immediately preceding the proposed date of sale (or
such lesser number of months that shall have elapsed since April 26, 2013 as of such date)
does not exceed 20% of the Maximum Facility Amount.


 


(g)          Lien
Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has
occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to BDCA, as its sole
member, certain Loan Assets that were sold by the Seller to the Borrower, or portions thereof (each, a “Lien Release Dividend”),
subject to the following terms and conditions, as certified by the Borrower to the Administrative Agent (with a copy to the Collateral
Agent and the Collateral Custodian):


 


(i)          The
Borrower shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days prior written notice requesting that the
Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit J hereto (a “Notice
and Request for  Consent”), which consent shall be given in the sole and absolute discretion of the Administrative
Agent; provided that, if the Administrative Agent shall not have responded to the Notice and Request for Consent by 11:00
a.m. on the day that is one Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed
not to have given its consent;


 


(ii)         On
any Lien Release Dividend Date, no more than four Lien Release Dividends shall have been made during the 12-month period immediately
preceding the proposed Lien Release Dividend Date;


 


(iii)        After
giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default
or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and
4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C)
the eligibility of any Loan Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be re-determined
as of the Lien Release Dividend Date, (D) no claim shall have been asserted or proceeding commenced challenging the enforceability
or validity of any of the Required Loan Documents and (E) there shall have been no material adverse change as to the Servicer
or the Borrower;


 


(iv)        Such
Lien Release Dividend must be in compliance with Applicable Law and may not (A) be made with the intent to hinder, delay or defraud
any creditor of the Borrower or (B) leave the Borrower, immediately after giving effect to the Lien Release Dividend, (1) insolvent,
(2) with insufficient funds to pay its obligations as and when they become due or (3) with inadequate capital for its present
and anticipated business and transactions;


 




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(v)         On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered
to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all Loan Assets
or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the
same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release
Dividend;


 


(vi)        A
portion of a Loan Asset may be transferred pursuant to a Lien Release Dividend provided that (A) such transfer does not
have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the
Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory
note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral
Portfolio has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral
Custodian;


 


(vii)       Each
Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive
of any accrued and unpaid interest or PIK Interest thereon;


 


(viii)      The
Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such
Lien Release Dividend) to the Administrative Agent with a copy to each Lender;


 


(ix)         The
Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent,
the Lenders, the Lender Agents, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other
Transaction Documents, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan
Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets
pursuant to such Lien Release Dividend; and


 


(x)          The
Borrower, or the Servicer (on behalf of the Borrower), shall pay the reasonable attorneys’ fees and expenses of the Administrative
Agent, the Lenders, the Lender Agents, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend
(including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf
of the Secured Parties, and any other party having an interest in the Loan Assets in connection with such Lien Release Dividend).


 


SECTION 2.08         Payments
and Computations, Etc.


 


(a)          All
amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms
hereof no later than 53:00 p.m. on the day when due in lawful money of the United States in immediately available funds to the
Collection Account or such other account as is designated by the Administrative Agent. The Borrower or the Servicer, as applicable,
shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid
or deposited when due to any of the Secured Parties hereunder at 2.5% per annum above the Base Rate (other than with respect to
any advances outstanding, which shall accrue at the Yield Rate), payable on demand, from the date of such nonpayment until such
amount is paid in full (as well after as before judgment); provided, that such interest rate shall not at any time exceed
the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion
of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower
or any other Person for any reason. All computations of interest and all computations of Yield and other fees hereunder shall
be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed,
other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable.


 







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(b)          Whenever
any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable
hereunder, as the case may be.


 


(c)          If any Advance requested by the Borrower and approved by the Lender
Agents and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the
gross negligence or willful misconduct of, or failure to fund such Advance on the part of, the Lenders
(as determined by the final order of a court of competent  jurisdiction), the Administrative Agent or an Affiliate
thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against
any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the
gross negligence or willful misconduct (as determined by the final  order of a court of
competent jurisdiction) or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate
thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain
the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense
referred to in the previous sentence, such documentation to be conclusive absent manifest error.


 


SECTION 2.09         Non-Usage
Fee.


 


The Borrower shall pay, in accordance with Section 2.04, pro rata to
each Lender (either directly or through the applicable Lender Agent), a non-usage fee (the “Non-Usage Fee”) payable
in arrears for each Remittance Period, equal to the sum of the products for each day during such Remittance Period of (i) one divided
by 360, (ii) the applicable Non-Usage Fee Rate (as defined below) and (iii) the aggregate Commitments minus the Advances Outstanding
on such day (such amount, the “Unused Portion”). The Non-Usage Fee Rate (the “Non-Usage Fee  Rate”)
shall be, (i) from the period beginning on June 30, 2014the
Fifth Amendment Closing  Date to and including December 30,
2014,November 29, 2015, 0.50% for any Unused Portion of the aggregate Commitments and (ii) thereafter, (x) 0.50% on
any Unused Portion up to or equal to an amount equal to 20% of the Maximum Facility Amount and (y) 2.00% on any Unused Portion
in excess of such amount equal to 20% of the Maximum Facility Amount.


 




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SECTION 2.10         Increased
Costs; Capital Adequacy. 


 


(a)          If,
due to either (i) the introduction of or any change following the date hereofOriginal
Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in
or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation,
any Applicable Law resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except
for Excluded Taxes), in each case, whether foreign or domestic or (ii) the compliance with any guideline or request following
the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), there shall be
any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant,
successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding
or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or
otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received
or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the
Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement
setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent,
on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or
reduced payments within 10 days after such demand; provided, that the amounts payable under this Section 2.10 shall
be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.


 


(b)          If
either (i) the introduction of or any change following the date hereof in or in the interpretation, administration or application
following the date hereof of any Applicable Law or (ii) the compliance by any Affected Party with any law, guideline, rule, regulation,
directive or request following the date hereof, from any central bank, any Governmental Authority or agency, including, without
limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect
of reducing the rate of return on the capital of any Affected Party, as a consequence of its obligations hereunder or any related
document or arising in connection herewith or therewith to a level below that which any such Affected Party could have achieved
but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to
capital adequacy), by an amount deemed by such Affected Party to be material, then, from time to time, after demand by such Affected
Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrower
shall pay the Administrative Agent on behalf of such Affected Party such additional amounts as will compensate such Affected Party
for such reduction. For the avoidance of doubt, any increase in cost and/or reduction in Yield with respect to any Affected Party
caused by regulatory capital allocation adjustments due to FAS 166, 167 and subsequent statements and interpretations shall constitute
a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.10.


 


(c)          If
as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.10,
any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement
or other similar support to such Affected Party in connection with this Agreement or the funding
or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such
Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts payable
or paid by it.


 






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(d)          In
determining any amount provided for in this Section 2.10, the Affected Party may use any reasonable averaging and attribution
methods. The Administrative Agent, on behalf of any Affected Party making a claim under this Section 2.10, shall submit
to the Borrower a certificate setting forth in reasonable detail the basis for and the computations of such additional or increased
costs, which certificate shall be conclusive absent manifest error.


 


(e)          Failure
or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.10 shall not constitute a waiver
of such Affected Party’s right to demand or receive such compensation.


 


(f)          If
at any time the Borrower shall be liable for the payment of any additional amounts in accordance with this Section 2.10,
then the Borrower shall have the option to terminate this Agreement (in accordance with the provisions of  Section
2.18(b) but without the payment of any Make-Whole Premium); provided, that such option to terminate shall in no event
relieve the Borrower of paying any amounts owing pursuant to this Section 2.10 in accordance with the terms hereof.


 


(g)          Notwithstanding
anything herein to the contrary, (i) the Dodd-Frank Wall  Street Reform and Consumer Protection Act and all rules and
regulations promulgated  thereunder or issued in connection therewith and (ii) any law, request, rule, guideline or directive  promulgated
by the Bank of International Settlements, the Basel Committee on Banking  Supervision (or any successor or similar authority)
or the United States or foreign regulatory  authorities, in each case pursuant to Basel III shall, in each case, be deemed
to have been  introduced after the Original Closing Date, thereby constituting a change for which a claim for  increased
costs or additional amounts may be made hereunder with respect to the Affected  Parties, regardless of the date enacted,
adopted or issued. 


 


SECTION 2.11         Taxes.


 


(a)          All
payments made by an Obligor in respect of a Loan Asset and all payments made by the Borrower, including any allocations or distributions
to the Equityholder, or made by the Servicer on behalf of the Borrower under this Agreement will be made free and clear of and
without deduction or withholding for or on account of any Taxes. If any Taxes are required to be withheld from any amounts payable
to any Indemnified Party, then the amount payable to such Person will be increased (the amount of such increase, the “Additional
Amount”) such that every net payment made under this Agreement after withholding for or on account of any Taxes (including,
without limitation, any Taxes on such increase) is not less than the amount that would have been paid had no such deduction or
withholding been made. The foregoing obligation to pay Additional Amounts with respect to payments required to be made by the
Borrower or Servicer under this Agreement will not, however, apply with respect to Taxes imposed on or measured by net income
or franchise Taxes imposed on any Indemnified Party by a taxing jurisdiction in which any such Person
is organized, conducts business or is paying Taxes (as the case may be) (“Excluded Taxes”).


 






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(b)          The
Borrower will indemnify, from funds available to it pursuant to Section 2.04 (and to the extent the funds available for
indemnification provided by the Borrower is insufficient the Servicer, on behalf of the Borrower, will indemnify) each Indemnified
Party for the full amount of Taxes payable by such Person in respect of Additional Amounts and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto. All payments in respect of this indemnification shall be made
within 10 days from the date a written invoice therefor is delivered to the Borrower.


 


(c)          Within
30 days after the date of any payment by the Borrower or by the Servicer on behalf of the Borrower of any Taxes, the Borrower or
the Servicer, as applicable, will furnish to the Administrative Agent and the Lender Agents at the applicable address set forth
on this Agreement, appropriate evidence of payment thereof.


 


(d)          If
any assignee of a Lender is not created or organized under the laws of the United States or a political subdivision thereof, such
Lender shall deliver to the Borrower, with a copy to the Administrative Agent, (i) within 15 days after becoming an assignee hereunder,
two (or such other number as may from time to time be prescribed by Applicable Law) duly completed copies of IRS Form W-8BEN or
Form W-8ECI (or any successor forms or other certificates or statements that may be required from time to time by the relevant
United States taxing authorities or Applicable Law), as appropriate, to permit the Borrower to make payments hereunder for the
account of such Lender without deduction or withholding of United States federal income or similar Taxes and (ii) upon the obsolescence
of or after the occurrence of any event requiring a change in, any form or certificate previously delivered pursuant to this Section
2.11(d), copies (in such numbers as may from time to time be prescribed by Applicable Law or regulations) of such additional,
amended or successor forms, certificates or statements as may be required under Applicable Law to permit the Borrower or the Servicer
to make payments hereunder for the account of such Lender without deduction or withholding of United States federal income or similar
Taxes. The Borrower and the Servicer shall not be required to pay any Additional Amounts with respect to any such Lender that has
failed to comply with this Section  2.11(d).


 


(e)          If,
in connection with an agreement or other document providing liquidity support, credit enhancement or other similar support to any
Lender in connection with this Agreement or the funding or maintenance of Advances hereunder, such Lender is required to compensate
a bank or other financial institution in respect of Taxes under circumstances similar to those described in this Section 2.11,
then, within 10 days after demand by each applicable Lender, the Servicer shall pay (or to the extent the Servicer does not make
such payment the Borrower shall pay) to such Lender such additional amount or amounts as may be necessary to reimburse such Lender
for any amounts paid by them.


 


Without prejudice
to the survival of any other agreement of the Borrower and the Servicer hereunder, the agreements and obligations of the Borrower
and the Servicer contained in this Section 2.11  shall survive the termination of this Agreement.


 




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SECTION 2.12         Collateral
Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent, for the benefit of the Secured
Parties, all of the Borrower’s right and title to, and interest in, to and under (but not any obligations under) the Purchase
and Sale Agreement (and any UCC financing statements filed under or in connection therewith), the Loan Agreements related to each
Loan Asset, all other agreements, documents and instruments evidencing, securing or guarantying any Loan Asset and all other agreements,
documents and instruments related to any of the foregoing but excluding any Excluded Amounts or Retained Interest (the “Assigned
Documents”). In furtherance and not in limitation of the foregoing, the Borrower hereby collaterally assigns to the
Collateral Agent, for the benefit of the Secured Parties, its right to indemnification under Article IX of the Purchase and Sale
Agreement. The Borrower confirms that, upon the occurrence and during the continuance of an Event of Default and until the Collection
Date, the Collateral Agent (at the direction of the Administrative Agent) on behalf of the Secured Parties shall have the sole
right to enforce the Borrower’s rights and remedies under the Purchase and Sale Agreement and any UCC financing statements
filed under or in connection therewith for the benefit of the Secured Parties. The parties hereto agree that such collateral assignment
to the Collateral Agent, for the benefit of the Secured Parties, shall terminate upon the Collection Date.


 


SECTION 2.13         Grant
of a Security Interest. To secure the prompt, complete and indefeasible payment in full when due, whether by lapse of time,
acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and obligations to be
performed by it pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become
due, direct or indirect, or absolute or contingent, the Borrower hereby (a) collaterally assigns and pledges to the Collateral
Agent, on behalf of the Secured Parties, and (b) grants a security interest to the Collateral Agent, on behalf of the Secured
Parties, in all of the Borrower’s right, title and interest in, to and under (but none of the obligations under) all of
the Collateral Portfolio, whether now existing or hereafter arising or acquired by the Borrower, and wherever the same may be
located. For the avoidance of doubt, the Collateral Portfolio shall not include any Excluded Amounts, and the Borrower does not
hereby assign, pledge or grant a security interest in any such amounts. Anything herein to the contrary notwithstanding, (a) the
Borrower shall remain liable under the Collateral Portfolio to the extent set forth therein to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent, for the benefit
of the Secured Parties, of any of its rights in the Collateral Portfolio shall not release the Borrower from any of its duties
or obligations under the Collateral Portfolio, and (c) none of the Administrative Agent, the Collateral Agent, any Lender (nor
its successors and assigns), any Lender Agent, any Liquidity Bank nor any Secured Party shall have any obligations or liability
under the Collateral Portfolio by reason of this Agreement, nor shall the Administrative Agent, the Collateral Agent, any Lender
(nor its successors and assigns), any Lender Agent, any Liquidity Bank nor any Secured Party be obligated to perform any of the
obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.


 


SECTION 2.14         Evidence
of Debt. The Administrative Agent shall maintain, solely for this purpose as the agent of the Borrower, at its address referred
to in Section 11.02 a copy of each assignment and acceptance agreement and participation agreement delivered to and accepted
by it and a register for the recordation of the names and addresses and interests of the Lenders
(the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Administrative Agent, each Lender and each Lender Agent shall treat each person whose name is recorded
in the Register as a Lender under this Agreement for all purposes of this Agreement. The Register shall be available for inspection
by the Borrower or any Lender Agent at any reasonable time and from time to time upon reasonable prior notice.


 






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SECTION 2.15         Survival
of Representations and Warranties. It is understood and agreed that the representations and warranties set forth in Sections
4.01, 4.02 and 4.03 are made and are true and correct on the date of this Agreement and on each Cut-Off Date unless
such representations and warranties are made as of a specific date.


 


SECTION 2.16         Release
of Loan Assets.


 


(a)          The
Borrower may obtain the release of (i) any Loan Asset (and the related Portfolio Assets pertaining thereto) released pursuant to
a Lien Release Dividend or sold or substituted in accordance with the applicable provisions of Section 2.07 and any Portfolio
Assets pertaining to such Loan Asset and (ii) any Collateral Portfolio that expires by its terms and all amounts in respect thereof
have been paid in full by the related agent, administrative agent or Obligor and deposited in the Collection Account. The Collateral
Agent, for the benefit of the Secured Parties, shall at the sole expense of the Servicer and at the direction of the Administrative
Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of the Borrower, give notice
of such release to the Collateral Custodian (in the form of Exhibit N) (unless the Collateral Custodian and Collateral Agent
are the same Person) and take other such actions as shall reasonably be requested by the Borrower to effect such release of the
Lien created pursuant to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately
preceding sentence, if applicable, the Collateral Custodian shall release and ship for delivery the Required Loan Documents to
the Borrower.


 


(b)          Promptly
after the Collection Date has occurred, each Lender and the Administrative Agent, in accordance with their respective interests,
shall release to the Borrower, for no consideration but at the sole expense of the Borrower, their respective remaining interests
in the Portfolio Assets, free and clear of any Lien resulting solely from an act by the Collateral Agent, any Lender or the Administrative
Agent but without any other representation or warranty, express or implied, by or recourse against any Lender or the Administrative
Agent.


 


SECTION 2.17         Treatment
of Amounts Received by the Borrower. Amounts received by the Borrower pursuant to Section 2.07 on account of Loan Assets
shall be treated as payments of Principal Collections or Interest Collections, as applicable, on Loan Assets hereunder.


 


SECTION 2.18         Prepayment;
Termination.


 






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(a)          Except
as expressly permitted or required herein, including, without limitation, any repayment necessary to cure a Borrowing Base
Deficiency, Advances may be prepaid in whole or in part, at the option of the Borrower, at any time by the Borrower (or the
Servicer, on the Borrower’s behalf) delivering a Notice of Reduction (which notice shall include a Borrowing Base
Certificate) to the Administrative Agent, the Collateral Agent and the Lender Agents at least one Business Day prior to such
reduction. Upon any prepayment, the Borrower shall also pay in full any other accrued and unpaid costs and expenses of
Administrative Agent, Lender Agents and Lenders related to such prepayment; provided that no reduction in Advances
Outstanding shall be given effect unless (i) sufficient funds have been remitted to pay all such amounts in full, as
determined by the Administrative Agent, in its sole discretion and (ii) no event has occurred or would result from such
prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall apply
amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees and to the pro
rata reduction of the Advances Outstanding. Any notice relating to any repayment pursuant to this Section 2.18(a)
shall be irrevocable.


 


(b)          The
Borrower may, at its option, terminate this Agreement and the other Transaction Documents upon three Business Days’ prior
written notice to the Administrative Agent and the Lender Agents and upon payment in full of all outstanding Advances, all accrued
and unpaid Yield, any Breakage Fees, all accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders,
payment of the Make-Whole Premium pro rata to each Lender Agent (for the account of the applicable Lender) and payment of
all other Obligations (other than unmatured contingent indemnification obligations). Any termination of this Agreement shall be
subject to Section 11.05.


 


(c)          The
Borrower hereby acknowledges and agrees that the Make-Whole Premium constitutes additional consideration for the Lenders to enter
into this Agreement.


 


SECTION 2.19         Extension
of Reinvestment Period. 


 


(a)          The
Borrower may, within 60 days but not less than 30 days prior to the Stated Maturity Date, request that the Lenders extend the Stated
Maturity Date for an additional period of time, up to one year. Such date may be extended upon the written consent of the Administrative
Agent, each Lender, the Borrower and the Servicer. The Borrower confirms that any of the Lenders or the Administrative Agent,
each in theirits sole and absolute discretion, may elect not to extend the Stated Maturity
Date.


 


(b)          The
Borrower may, within 30 days but not less than 15 days prior to the date set forth in clause (i) of the definition of “Reinvestment
Period,” request that the Lenders extend the date set forth in clause (i) of the definition of “Reinvestment Period”
for an additional period of time, not to exceed one year. Such date may be extended upon the written consent of the Administrative
Agent, each Lender, the Borrower and the Servicer (such extension, the “Reinvestment Period Extension”). The
Borrower confirms that any of the Lenders or the Administrative Agent, each in
theirits sole and absolute discretion, may elect to not consent to the extension of the Reinvestment Period.


 


SECTION 2.20         Collections
and Allocations.


 






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(a)          The
Collateral Agent, acting at the direction of the Servicer, shall promptly identify all Available Collections received in the Collection
Account as being on account of Interest Collections, Principal Collections, Excluded Collections
or Excluded Amounts and shall segregate all Principal Collections or Interest Collections and transfer the same to the Principal
Collection Account and/or the Interest Collection Account, as applicable, and shall forward, subject to and in accordance with
Section 2.20(c) hereunder, all Excluded Collections and Excluded Amounts to the Servicer. The Servicer shall comply with
its obligations specified in Section 5.03(q). If, notwithstanding such compliance, the Servicer receives any collections
directly, the Servicer shall transfer, or cause to be transferred, any such collections (other than Excluded Amounts) received
directly by it (if any) to the Collection Account by the close of business within two Business Days after such collections are
received; provided, that the Servicer shall identify to the Collateral Agent any collections (other than Excluded Amounts)
received directly by the Servicer as being on account of Interest Collections or Principal Collections. The Collateral Agent shall
further provide to the Servicer a statement as to the amount of Principal Collections and Interest Collections on deposit in the
Principal Collection Account and the Interest Collection Account no later than three Business Days after each Determination Date
for inclusion in the Servicing Report delivered pursuant to Section 6.08(b). It is understood and agreed that the Servicer
shall remain liable for the proper allocation of the aforementioned collections into the appropriate accounts.


 


(b)          On
the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit or will cause the Borrower to deposit into the Collection Account all Available Collections received in respect of Eligible
Loan Assets being transferred to and included as part of the Collateral Portfolio on such date.


 


(c)          With
the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent),
the Servicer may direct the Collateral Agent to withdraw from the Collection Account any deposits thereto constituting Excluded
Amounts or Excluded Collections if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent
( with a copy to the Collateral Agent) a report setting forth the calculation of such Excluded Amounts and/or Excluded Collections,
as applicable, in form and substance satisfactory to the Administrative Agent in its sole discretion.


 


(d)          Prior
to the delivery of a Notice of Exclusive Control (as defined in the Collection Account Agreement), the Servicer shall, pursuant
to written instruction (which may be in the form of standing instructions), direct the Collateral Agent to invest, or cause the
investment of, funds on deposit in the Collection Account in Permitted Investments, from the date of this Agreement until the
Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds
deposited in the Collection Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall
not be sold or disposed of prior to its maturity. All such Permitted Investments shall be registered in the name of the Account
Bank or its nominee for the benefit of the Administrative Agent or the Collateral Agent, and shall otherwise comply with the assumptions
of the legal opinions of Moore & Van Allen PLLC and Sutherland Asbill & Brennan LLP dated the
Original  Closing Date and delivered in connection with this Agreement; provided that compliance shall
be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized
from any such investment, as well as any interest earned on deposits in the Collection Account shall be distributed in accordance
with the provisions of Article II.Section 2.04.
The Servicer shall deposit in the Collection Account (with respect to investments made hereunder of funds held therein) an amount
equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss.
None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the
amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account, other
than with respect to fraud or their own gross negligence or willful misconduct. The parties hereto acknowledge that the Collateral
Agent or any of its Affiliates may receive compensation with respect to the Permitted Investments.


 






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(e)          Until
the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal with respect to amounts
held in the Collection Account, except to the extent explicitly set forth in Sections 2.04, 2.20(d) or 2.21.


 


SECTION 2.21         Reinvestment
of Principal Collections.


 


On the terms and conditions
hereinafter set forth as certified in writing to the Collateral Agent, the Lender Agents and Administrative Agent, prior to the
end of the Reinvestment Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collection
Account:


 


(a)          withdraw
such funds for the purpose of reinvesting in additional Eligible Loan Assets to be Pledged hereunder; provided that the
following conditions are satisfied:


 


(i)          all
conditions precedent set forth in Section 3.04 have been satisfied;


 


(ii)         no
Event of Default has occurred, or would result from such withdrawal and reinvestment, and no Unmatured Event of Default or Borrowing
Base Deficiency exists or would result from such withdrawal and reinvestment;


 


(iii)        the
representations and warranties contained in Sections 4.01, 4.02  and 4.03 shall continue to be correct
in all material respects, except to the extent relating to an earlier date;


 


(iv)        the
Servicer provides same day written notice to the Administrative Agent and the Collateral Agent by facsimile or email (to be received
no later than 1:00 p.m. on such day) of the request to withdraw Principal Collections and the amount of such request;


 


(v)         the
notice required in clause (iv) shall be accompanied by a Disbursement Request and a Borrowing Base Certificate, each executed
by the Borrower and a Responsible Officer of the Servicer; and


 


(vi)        the
Collateral Agent provides to the Administrative Agent by facsimile or email (to be received no later than 1:30 p.m. on that same
day) a statement reflecting the total amount on deposit as of the opening of business on such day in the Principal Collection Account;
or


 




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(b)          withdraw
such funds for the purpose of making payments in respect of the Advances Outstanding at such time in accordance with and subject
to the terms of  Section 2.18.


 


SECTION 2.22         Additional
Lenders.


 


The Borrower may, with
the written consent of the Administrative Agent, add additional Persons as Lenders. Each additional Lender and its applicable Lender
Agent shall become a party hereto by executing and delivering to the Administrative Agent and the Borrower a Joinder Supplement
and a Transferee Letter.


 


SECTION 2.23         Refunding
of Swingline Advances. 


 


(a)          Each
Swingline Advance shall be refunded by the Lenders on the second  Business Day following the date of such Swingline Advance
(each such date, a “Swingline  Refund Date”). Such refundings shall be made by the Lenders in accordance
with their  respective Pro Rata Shares and shall thereafter be reflected as Advances of the Lenders on the  books
and records of the Administrative Agent. Each Lender shall fund its respective Pro Rata  Share of Advances as required
to repay Swingline Advances outstanding to the Swingline Lender  no later than 12:00 noon on the applicable Swingline
Refund Date. 


 


(b)          The
Borrower shall pay to the Swingline Lender, within 10 Business Days  of demand, the amount of such Swingline Advances
to the extent amounts received from the  Lenders are not sufficient to repay in full the outstanding Swingline Advances
requested or  required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be  recovered
by or on behalf of the Borrower from the Swingline Lender in bankruptcy or  otherwise, the loss of the amount so recovered
shall be ratably shared among all the Lenders in  accordance with their respective Pro Rata Shares. 


 


(c)          Each
Lender acknowledges and agrees that its obligation to refund Swingline Advances in accordance with the
terms of this Section 2.23 is absolute and  unconditional and shall not be affected by any circumstance whatsoever,
including, without  limitation, non-satisfaction of the conditions set forth in Section 3.02. Further, each Lender  agrees
and acknowledges that if prior to the refunding of any outstanding Swingline Advances  pursuant to this Section 2.23,
a Bankruptcy Event relating to the Borrower, the Servicer or the  Originator shall have occurred, each Lender will,
on the date the applicable Advance would have  been made, purchase an undivided participating interest in the Swingline
Advance to be refunded  in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Advance.  Each
Lender will immediately transfer to the Swingline Lender, in immediately available funds,  the amount of its participation
and upon receipt thereof the Swingline Lender will deliver to such  Lender a certificate evidencing such participation
dated the date of receipt of such funds and for  such amount. Whenever, at any time after the Swingline Lender has received
from any Lender  such Lender’s participating interest in a Swingline Advance, the Swingline Lender receives any  payment
on account thereof, the Swingline Lender will distribute to such Lender its participating  interest in such amount (appropriately
adjusted, in the case of interest payments, to reflect the  period of time during which such Lender’s participating
interest was outstanding and funded). 


 




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ARTICLE III.


 


CONDITIONS PRECEDENT


 


SECTION 3.01         Conditions
Precedent to Effectiveness.


 


(a)          This
Agreement shall be effective upon satisfaction of the conditions


precedent that:


 


(i)          all
reasonable up-front expenses and fees (including reasonable attorneys’ fees, documented out of pocket expenses, the Structuring
Fee, any fees required under any Lender Fee Letter and the U.S. Bank Fee Letter) that are invoiced at or prior to the
Original  Closing Date shall have been paid in full and all other acts and conditions (including, without
limitation, the obtaining of any necessary consents, all required legal opinions and regulatory approvals and the making of any
required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution,
delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding
obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened
in due and strict compliance with all Applicable Law;


 


(ii)         in
the reasonable judgment of the Administrative Agent and each Lender Agent, there not having been any change in Applicable Law which
adversely affects any Lender’s or the Administrative Agent’s entering into the transactions contemplated by the Transaction
Documents or any Material Adverse Effect or material disruption after May 31, 2012 in the financial, banking or commercial loan
or capital markets generally;


 


(iii)        any
and all information submitted to each Lender, Lender Agent and the Administrative Agent by the Borrower, the Seller or the Servicer
or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;


 


(iv)        each
Lender Agent shall have received all documentation and other information requested by such Lender Agent in its sole discretion
and/or required by regulatory authorities with respect to the Borrower, the Seller and the Servicer (and each Affiliate or any
other key personnel) under applicable “know your customer” and anti-money laundering rules and regulations, including,
without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to each Lender Agent;


 


(v)         the
Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I, each
in form and substance satisfactory to the Administrative Agent and each Lender Agent;


 


(vi)        since
May 31, 2012, no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries,
including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;


 




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(vii)       the results of Administrative Agent’s financial, legal, tax
and accounting due diligence relating to the Seller, the Borrower, the Servicer, the Eligible Loan Assets and the transactions
contemplated hereunder are satisfactory to Administrative Agent;


 


(viii)      in
the judgment of each Lender, Lender Agent and the Administrative Agent, there has not been any material adverse change in the Seller’s,
the Borrower’s or the Servicer’s underwriting, servicing, collection, operating and reporting procedures and systems
since the completion of due diligence;


 


(ix)         BDCA
has Shareholder’s Equity of at least $50,000,000; and




 


(ix)         (x)
each applicable Lender Agent shall have received a duly executed copy of its Variable Funding Note, in a principal amount
equal to the Commitment of the related Lender.


 


(b)          By
its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions
precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided, that
with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party
(other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer,
as applicable, with respect to such consents or approvals.


 


SECTION 3.02         Conditions
Precedent to All Advances. Each Advance (including the Initial Advance, except as explicitly
set forth below) and each Swingline Advance to the Borrower from the Lenders shall be
subject to the further conditions precedent that:


 


(a)          On
the Advance Date of such Advance  or Swingline Advance, the following statements
shall be true and correct, and the Borrower, by accepting any amount of such Advance or Swingline
Advance, shall be deemed to have certified that:


 


(i)          the Servicer (on behalf of the Borrower) shall have delivered to the Administrative
Agent and each Lender Agent (with a copy to the Collateral Custodian and the Collateral Agent) no later than 2:00 p.m. on the date
of such Advancethat is one  Business Day prior to the related Advance Date (and
with respect to Swingline Advances  no later than 3:00 p.m. on the related Advance Date): (A) a Notice of
Borrowing, (B) a Borrowing Base Certificate, (C) a Loan Asset Schedule and (D) a Loan Assignment in the form of Exhibit A to the
Purchase and Sale Agreement (including Schedule I thereto) and containing such additional information as may be reasonably requested
by the Administrative Agent;


 


(ii)         the
Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. on
the related Advance Date, a faxed or e-mailed copy of the duly executed original promissory notes of the Loan Assets (and, in
the case of any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate
(in the form of Exhibit K) from the closing attorneys of such Loan Assets certifying the possession of the Required
Loan Documents; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and the
Required Loan Documents to be in the possession of the Collateral Custodian within five Business Days of any related Advance Date
as to any Loan Assets;


 






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(iii)        the
representations and warranties contained in Sections 4.01, 4.02  and 4.03 are true and correct in all material
respects, and there exists no breach of any covenant contained in Sections 5.01, 5.02, 5.03 and 5.04 before and after
giving effect to the Advance or Swingline Advance to take place on such Advance Date and
to the application of proceeds therefrom, on and as of such day as though made on and as of such date (other than any representation
and warranty that is made as of a specific date);


 


(iv)        on
and as of such Advance Date, after giving effect to such Advance and the addition to the Collateral Portfolio of the Eligible Loan
Assets being acquired by the Borrower using the proceeds of such Advance, the Advances Outstanding does not exceed the Borrowing
Base;


 


(v)         no
Event of Default has occurred, or would result from such Advance or Swingline Advance,
and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Advance;


 


(vi)        no
event has occurred and is continuing, or would result from such Advance or Swingline Advance,
which constitutes a Servicer Termination Event or any event which, if it continues uncured, will, with notice or lapse of time,
constitute a Servicer Termination Event;


 


(vii)       since
the Original Closing Date, no material adverse change has occurred in the ability of the
Servicer, Seller or the Borrower to perform its obligations under any Transaction Document;


 


(viii)      no
Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on
such Advance Date; and


 


(ix)         all
terms and conditions of the Purchase and Sale Agreement required to be satisfied in connection with the assignment of each Eligible
Loan Asset being Pledged hereunder on such Advance Date (and the Portfolio Assets related thereto), including, without limitation,
the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without
limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in
any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest
(subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof
shall have been made, taken or performed.


 


(b)          The
Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified in the
applicable Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Advance Date.


 




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(c)          No Applicable Law shall prohibit, and no order, judgment or decree of any Governmental
Authority shall prohibit or enjoin, the making of such Advances by any Lender or the proposed Pledge of Eligible Loan Assets in
accordance with the provisions hereof.


 


(d)          The
proposed Advance Date shall take place during the Reinvestment Period and the Facility Maturity Date has not yet occurred.


 


(e)          The
Borrower shall have paid all fees then required to be paid, including all fees required hereunder and under the applicable Lender
Fee Letters and the U.S. Bank Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, each Lender Agent, the
Collateral Custodian, the Account Bank and the Collateral Agent for all reasonable fees, costs and expenses of closing the transactions
contemplated hereunder and under the other Transaction Documents, including the reasonable attorney fees and any other legal and
document preparation costs incurred by the Lenders, the Administrative Agent and each Lender Agent.


 


The failure
of the Borrower to satisfy any of the foregoing conditions precedent in respect of any Advance or
Swingline Advance  shall give rise to a right of the Administrative Agent and the applicable Lender Agent,
which right may be exercised at any time on the demand of the applicable Lender Agent, to rescind the related Advance and direct
the Borrower to pay to the applicable Lender Agent for the benefit of the applicable Lender an amount equal to the Advances made
during any such time that any of the foregoing conditions precedent were not satisfied.


 


SECTION 3.03         Advances
Do Not Constitute a Waiver. No Advance made hereunder shall constitute a waiver of any condition to any Lender’s obligation
to make such an advance unless such waiver is in writing and executed by such Lender.


 


SECTION 3.04         Conditions
to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset pursuant to Section 2.06, a Substitute
Eligible Loan Asset pursuant to Section 2.07(a) or (c), an additional Eligible Loan Asset pursuant to Section
2.21 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that (as certified
to the Collateral Agent by the Borrower):


 


(a)          the
Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the
Collateral Custodian and the Collateral Agent) no later than 2:00 p.m. on the related Cut-Off Date: (A) a Borrowing Base Certificate,
(B) a Loan Asset Schedule and (C) a Loan Assignment in the form of Exhibit A to the Purchase and Sale Agreement (including Schedule
I thereto) and containing such additional information as may be reasonably requested by the Administrative Agent;


 


(b)          the
Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), no later than 2:00 p.m. on
the related Cut-Off Date, a faxed or e-mailed copy of the duly executed original promissory notes of the Loan Assets (and, in
the case of any Noteless Loan Asset, a fully executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate
(in the form of Exhibit K) from the closing attorneys of such Loan Assets certifying the possession of the Required Loan
Documents; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and the Required
Loan Documents to be in the possession of the Collateral Custodian within five Business Days of any related Cut-Off Date as to
any Loan Assets;


 






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(c)          no
Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on
such Cut-Off Date;


 


(d)          all
terms and conditions of the Purchase and Sale Agreement required to be satisfied in connection with the assignment of each Eligible
Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without limitation,
the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, without
limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in
any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest
(subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof
shall have been made, taken or performed;


 


(e)          the
Administrative Agent shall have approved in its sole and absolute discretion each of the Eligible Loan Assets identified in the
applicable Loan Asset Schedule for inclusion in the Collateral Portfolio on the applicable Cut-Off Date;


 


(f)          no
Event of Default has occurred, or would result from such Pledge, and no Unmatured Event of Default exists, or would result from such Pledge (other than, with respect to any Pledge of an Eligible Loan
Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Unmatured Event of Default arising
solely pursuant to such Borrowing Base Deficiency); and


 


(g)          the
representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all material respects, and there exists no breach of any covenant contained in Sections
5.01, 5.02, 5.03 and 5.04 before and after giving effect to the Pledge to take place on such Cut-Off Date, on and as
of such day as though made on and as of such date (other than any representation and warranty that is made as of a specific date).


 


ARTICLE IV.


 


REPRESENTATIONS AND WARRANTIES


 


SECTION 4.01         Representations
and Warranties of the Borrower. The Borrower hereby represents and warrants, as of the Original
Closing Date, as of each applicable Cut-Off Date, as of each applicable Advance Date, as of each Reporting Date and
as of each other date provided under this Agreement or the other Transaction Documents on which such representations and warranties
are required to be (or deemed to be) made (unless a specific date is specified below):


 


(a)          Organization,
Good Standing and Due Qualification. The Borrower is a limited liability company duly organized, validly existing and in good
standing under the laws of Delaware and has the power and all licenses necessary to own its assets and to transact the business
in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction
where the transaction of such business or its ownership of the Loan Assets and the Collateral Portfolio requires such qualification.


 






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(b)          Power
and Authority; Due Authorization; Execution and Delivery. The Borrower has the power, authority and legal right to make, deliver
and perform this Agreement and each of the Transaction Documents to which it is a party and all of the transactions contemplated
hereby and thereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and
each of the Transaction Documents to which it is a party, and to grant to the Collateral Agent, for the benefit of the Secured
Parties, a first priority perfected security interest in the Collateral Portfolio on the terms and conditions of this Agreement,
subject only to Permitted Liens.


 


(c)          Binding
Obligation. This Agreement and each of the Transaction Documents to which the Borrower is a party constitutes the legal, valid
and binding obligation of the Borrower, enforceable against it in accordance with their respective terms, except as the enforceability
hereof and thereof may be limited by Bankruptcy Laws and by general principles of equity (whether such enforceability is considered
in a proceeding in equity or at law).


 


(d)          All
Consents Required. No consent of any other party and no consent, license, approval or authorization of, or registration or
declaration with, any Governmental Authority, bureau or agency is required in connection with the execution, delivery or performance
by the Borrower of this Agreement or any Transaction Document to which it is a party or the validity or enforceability of this
Agreement or any such Transaction Document or the Loan Assets or the transfer of an ownership interest or security interest in
such Loan Assets, other than such as have been met or obtained and are in full force and effect.


 


(e)          No
Violation. The execution, delivery and performance of this Agreement and all other agreements and instruments executed and
delivered or to be executed and delivered pursuant hereto or thereto in connection with the Pledge of the Collateral Portfolio
will not (i) create any Lien on the Collateral Portfolio other than Permitted Liens, (ii) violate any Applicable Law or the certificate
of formation or limited liability company agreement of the Borrower or (iii) violate any contract or other agreement to which the
Borrower is a party or by which the Borrower or any property or assets of the Borrower may be bound.


 


(f)          No
Proceedings. There is no litigation or administrative proceeding or investigation pending or, to the knowledge of the Borrower,
threatened against the Borrower or any properties of the Borrower, before any Governmental Authority (i) asserting the invalidity
of this Agreement or any other Transaction Document to which the Borrower is a party, (ii) seeking to prevent the consummation
of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Borrower is a party or
(iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.


 


(g)          Selection
Procedures. In selecting the Loan Assets to be Pledged pursuant to this Agreement, no selection procedures were employed which
are intended to be adverse to the interests of the Lenders.


 




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(h)          Pledge of Collateral Portfolio. Except as otherwise expressly permitted
by the terms of this Agreement, no item of Collateral Portfolio has been sold, transferred, assigned or pledged by the Borrower
to any Person, other than as contemplated by Article II and the Pledge of such Collateral Portfolio to the Collateral Agent,
for the benefit of the Secured Parties, pursuant to the terms of this Agreement.


 


(i)          Indebtedness.
The Borrower has no Indebtedness or other indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (i) Indebtedness incurred under
the terms of the Transaction Documents and (ii) Indebtedness incurred pursuant to certain ordinary business expenses arising pursuant
to the transactions contemplated by this Agreement and the other Transaction Documents.


 


(j)          Sole
Purpose. The Borrower has been formed solely for the purpose of engaging in transactions of the types contemplated by this Agreement and has not engaged in any business activity other than the
negotiation, execution and to the extent applicable, performance of this Agreement and the transactions contemplated by the Transaction
Documents.


 


(k)          No
Injunctions. No injunction, writ, restraining order or other order of any nature adversely affects the Borrower’s performance
of its obligations under this Agreement or any Transaction Document to which the Borrower is a party.


 


(l)          Taxes.
The Borrower has filed or caused to be filed (on a consolidated basis or otherwise) on a timely basis all tax returns (including,
without limitation, all foreign, federal, state, local and other tax returns) required to be filed by it, is not liable for Taxes
payable by any other Person and has paid or made adequate provisions for the payment of all Taxes, assessments and other governmental
charges due and payable from the Borrower except for those Taxes being contested in good faith by appropriate proceedings and
in respect of which it has established proper reserves on its books. No Tax lien or similar adverse claim has been filed, and
no claim is being asserted, with respect to any such Tax, assessment or other governmental charge. Any Taxes, fees and other governmental
charges due and payable by the Borrower, as applicable, in connection with the execution and delivery of this Agreement and the
other Transaction Documents and the transactions contemplated hereby or thereby have been paid or shall have been paid if and
when due.


 


(m)          Location.
The Borrower’s location (within the meaning of Article 9 of the UCC) is Delaware. The chief executive office of the Borrower
(and the location of the Borrower’s records regarding the Collateral Portfolio (other than those delivered to the Collateral
Custodian)) is located at the address set forth under its name on the signature pages hereto (or at such other address as shall
be designated by such party in a written notice to the other parties hereto).


 


(n)          Tradenames.
Except as permitted hereunder, the Borrower’s legal name is as set forth in this Agreement. Except as permitted hereunder,
the Borrower has not changed its name since its formation; does not have tradenames, fictitious names, assumed names or “doing
business as” names other than as disclosed on Schedule II (as such schedule may be updated from time to by the Administrative
Agent upon receipt of a notice delivered to the Administrative Agent pursuant to Section 5.02(r));
the Borrower’s only jurisdiction of formation is Delaware, and, except as permitted hereunder, the Borrower has not
changed its jurisdiction of formation.


 






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(o)          Solvency.
The Borrower is not the subject of any Bankruptcy Proceedings or Bankruptcy Event. The Borrower is Solvent, and the transactions
under this Agreement and any other Transaction Document to which the Borrower is a party do not and will not render the Borrower
not Solvent. The Borrower is paying its debts as they become due (subject to any applicable grace period); and the Borrower, after
giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business.


 


(p)          No
Subsidiaries. The Borrower has no Subsidiaries.


 


(q)          Value
Given. The Borrower has given fair consideration and reasonably equivalent value to the Seller in exchange for the purchase of the Loan Assets (or any number of them) from the Seller pursuant
to the Purchase and Sale Agreement. No such transfer has been made for or on account of an antecedent debt owed by the Borrower
to the Seller and no such transfer is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.


 


(r)          Reports
Accurate. All Servicer’s Certificates, Servicing Reports, Notices of Borrowing, Borrowing Base Certificates and other
written or electronic information, exhibits, financial statements, documents, books, records or reports furnished by the Servicer
to the Administrative Agent, the Collateral Agent, the Lenders, the Lender Agents, or the Collateral Custodian in connection with
this Agreement are, as of their date, accurate, true and correct in all material respects and no such document or certificate omits
to state a material fact or any fact necessary to make the statements contained therein not misleading; provided that, solely
with respect to written or electronic information furnished by the Borrower or the Servicer which was provided to the Borrower
or the Servicer from an Obligor with respect to a Loan Asset, such information need only be accurate, true and correct to the knowledge
of the Borrower or the Servicer, as applicable; provided, further, that the foregoing proviso shall not apply to any information
presented in a Servicer’s Certificate, Servicing Report, Notice of Borrowing or Borrowing Base Certificate.


 


(s)          Exchange
Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or in the other Transaction Documents
(including, without limitation, the use of proceeds from the sale of the Collateral Portfolio) will violate or result in a violation
of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U
and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry
or purchase, and no proceeds from the Advances will be used to carry or purchase, any “margin stock” within the meaning
of Regulation U or to extend “purpose credit” within the meaning of Regulation U.


 


(t)          No
Adverse Agreements. There are no agreements in effect adversely affecting the rights of the Borrower to make, or cause to be
made, the grant of the security interest in the Collateral Portfolio contemplated by Section 2.13.


 


(u)          Event
of Default/Unmatured Event of Default. No event has occurred which constitutes an Event of Default, and no event has occurred
and is continuing which constitutes an Unmatured Event of Default (other than any Event of Default
or Unmatured Event of Default which has previously been disclosed to the Administrative Agent as such).


 






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(v)         Servicing
Standard. Each of the Loan Assets was underwritten or acquired and is being serviced in conformance with the standard underwriting, credit, collection, operating and reporting procedures and
systems of the Servicer or the Seller.


 


(w)          ERISA.
The present value of all benefits vested under each “employee pension benefit plan,” as such term is defined in
Section 3(2) of ERISA, that is subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA (other than any Multiemployer
Plan) and that is, or at any time during the preceding six years was, maintained by the Borrower or any ERISA Affiliate of the
Borrower, or open to participation by employees of the Borrower or of any ERISA Affiliate of the Borrower, as from time to time
in effect (each, a “Pension  Plan”), does not exceed the value of the assets of the Pension Plan
allocable to such vested benefits (based on the value of such assets as of the last annual valuation date). No prohibited transactions,
failure to meet the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the Code (with respect
to any Pension Plan other than a Multiemployer Plan), withdrawals or reportable events have occurred with respect to any Pension
Plan that, in the aggregate, could subject the Borrower to any material tax, penalty or other liability. No notice of intent to
terminate a Pension Plan has been filed, nor has any Pension Plan been terminated under Section 4041(f) of ERISA, nor has the
Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a trustee to administer a Pension Plan and
no event has occurred or condition exists that might constitute grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan.


 


(x)          Allocation
of Charges. There is not any agreement or understanding between the Servicer and the Borrower (other than as expressly set
forth herein or as consented to by the Administrative Agent) providing for the allocation or sharing of obligations to make payments
or otherwise in respect of any taxes, fees, assessments or other governmental charges; provided that it is understood and
acknowledged that the Borrower will be consolidated with the Servicer for tax purposes.


 


(y)          Broker-Dealer.
The Borrower is not a broker-dealer or subject to the Securities Investor Protection Act of 1970, as amended.


 


(z)          Instructions
to Obligors. The Collection Account is the only account to which any agent, administrative agent or Obligor has been instructed by the Borrower, or the Servicer on the Borrower’s behalf,
to send Principal Collections and Interest Collections on the Collateral Portfolio. The Borrower has not granted any Person other
than the Collateral Agent, on behalf of the Secured Parties, a Lien on or an interest in
the Collection Account. The Borrower acknowledges that all Available Collections received in error by it or its Affiliates with
respect to the Collateral Portfolio Pledged hereunder are held and shall be held in trust for the benefit of the Collateral Agent,
on behalf of the Secured Parties, and shall promptly (and within two Business Days of receipt thereof) be deposited into the Collection
Account as required herein.


 




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(aa) Purchase and Sale Agreement.
The Purchase and Sale Agreement and the Loan Assignment contemplated therein are the only agreements pursuant to which the Borrower
acquires the Collateral Portfolio.


 


(bb) Investment
Company Act. The Borrower is not required to register as an “investment company” under the provisions of the 1940
Act.


 


(cc) Compliance with Law.
The Borrower has complied in all material respects with all Applicable Law to which it may be subject, and no item of the
Collateral Portfolio contravenes any Applicable Law (including, without limitation, all applicable predatory and abusive lending
laws, laws, rules and regulations relating to licensing, truth in lending, fair credit billing, fair credit reporting, equal credit
opportunity, fair debt collection practices and privacy).


 


(dd) Set-Off,
etc. No Loan Asset has been compromised, adjusted, extended, satisfied, subordinated, rescinded, set-off or modified by the
Borrower, the Seller or the Obligor thereof, and no Collateral Portfolio is subject to compromise, adjustment, extension, satisfaction,
subordination, rescission, set-off, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination
or modification, whether arising out of transactions concerning the Collateral Portfolio or otherwise, by the Borrower, the Seller
or the Obligor with respect thereto, except, in each case, for amendments, extensions and modifications, if any, to such Collateral
Portfolio otherwise permitted pursuant to Section 6.04(a) and in accordance with the Servicing Standard.


 


(ee) Full Payment. As of
the applicable Cut-Off Date thereof, the Borrower has no knowledge of any fact which should lead it to expect that any Loan Asset
will not be paid in full.


 


(ff)         Environmental.
With respect to each item of Underlying Collateral as of the applicable Cut-Off Date for the Loan Asset related to such Underlying
Collateral, to the actual knowledge of a Responsible Officer of the Borrower: (a) the related Obligor’s operations comply
in all respects with all applicable Environmental Laws; (b) none of the related Obligor’s operations is the subject of a
federal or state investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release
of any Hazardous Materials into the environment; and (c) the related Obligor does not have any material contingent liability in
connection with any release of any Hazardous Materials into the environment. As of the applicable Cut-Off Date for the Loan Asset
related to such Underlying Collateral, none of the Borrower, the Seller nor the Servicer has received any written or verbal notice
of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral,
nor does any such Person have knowledge or reason to believe that any such notice will be received or is being threatened.


 








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(gg)
USA PATRIOT Act. Neither the Borrower nor any Affiliate of the Borrower is (i) a country, territory, organization, person
or entity named on an Office of Foreign Asset Control (OFAC) list; (ii) a Person that resides or has a place of business in a country
or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are
transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the USA PATRIOT
Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that
has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides in or is
organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312
of the USA PATRIOT Act as warranting special measures due to money laundering concerns.


 


(hh) Confirmation from Seller.
Pursuant to Section 10.12 of the Purchase and Sale Agreement, the Borrower has received in writing from the Seller confirmation
that the Seller will not cause the Borrower to file a voluntary bankruptcy petition under the Bankruptcy Code.


 


(ii)         Accuracy
of Representations and Warranties. Each representation or warranty by the Borrower contained herein or in any certificate
or other document furnished by the Borrower pursuant hereto or in connection herewith is true and correct in all
respects.


 


(jj)         Reaffirmation
of Representations and Warranties. On each day that any Advance is made hereunder, the Borrower shall be deemed to have
certified that all representations and warranties described in Sections 4.01 and 4.02 are correct on and as of
such day as though made on and as of such day, except for any such representations or warranties which are made as of a
specific date.


 


(kk) Security Interest.


 


(i)         This
Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Portfolio in favor
of the Collateral Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted
Liens), and is enforceable as such against creditors of and purchasers from the Borrower;


 


(ii)        the
Collateral Portfolio is comprised of “instruments”, “security entitlements”, “general intangibles”,
“tangible chattel paper”, “accounts”, “certificated securities”, “uncertificated securities”,
“securities accounts”, “deposit accounts”, “supporting obligations” or “insurance”
(each as defined in the applicable UCC), real property and/or such other category of collateral under the applicable UCC as to
which the Borrower has complied with its obligations under this Section 4.01(kk);


 


(iii)        with
respect to Collateral Portfolio that constitute “security entitlements”:


 


a.           all
of such security entitlements have been credited to the Collection Account and the securities intermediary for the Collection Account
has agreed to treat all assets credited to the Collection Account as “financial assets” within the meaning of the applicable
UCC;


 


b.           the
Borrower has taken all steps necessary to cause the securities intermediary to identify in its records the Collateral Agent, for
the benefit of the
Secured Parties, as the Person having a security entitlement against the securities intermediary in the Collection Account; and


 




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c.           the
Collection Account is not in the name of any Person other than the Borrower, subject to the lien of the Collateral Agent, for
the benefit of the Secured Parties. The securities intermediary of the Collection Account, which is a “securities
account” under the UCC, has agreed to comply with the entitlement orders and instructions of the Borrower, the Servicer
and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents,
including causing cash to be invested in Permitted Investments; provided that, upon the delivery of a Notice of
Exclusive Control (as defined under the Collection Account Agreement) by the Collateral Agent (acting at the direction of the
Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the
Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of cash in Permitted
Investments.


 


(iv)        the
Collection Account constitutes a “securities account” as defined in the applicable UCC;


 


(v)         the
Borrower owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest
in) the Collateral Portfolio free and clear of any Lien (other than Permitted Liens) of any Person;


 


(vi)        the
Borrower has received all consents and approvals required by the terms of any Loan Asset to the granting of a security interest
in the Loan Assets hereunder to the Collateral Agent, on behalf of the Secured Parties;


 


(vii)       the
Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions
under Applicable Law in order to perfect the security interest in the Collateral Portfolio and that portion of the Loan Assets
in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under
this Agreement; provided that filings in respect of real property shall not be required;


 


(viii)      other
than as expressly permitted by the terms of this Agreement and the security interest granted to the Collateral Agent, on behalf
of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in
or otherwise conveyed any of the Collateral Portfolio. The Borrower has not authorized the filing of and is not aware of any financing
statements against the Borrower that include a description of collateral covering the Collateral Portfolio other than any financing
statement (A) relating to the security interests granted to the Borrower under the Purchase and Sale Agreement or (B) that has
been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Borrower is not aware
of the filing of any judgment or Tax lien filings against the Borrower;


 




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(ix)         all original executed copies of each underlying promissory note or copies of each
Loan Asset Register, as applicable, that constitute or evidence each Loan Asset has been, or subject to the delivery requirements
contained herein, will be delivered to the Collateral Custodian;


 


(x)          other
than in the case of Noteless Loan Assets, the Borrower has received, or subject to the delivery requirements contained herein will
receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian, as the agent of the Collateral Agent,
is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral
Agent, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in
Section 12.11 may serve as such acknowledgement and that the Borrower shall need no further acknowledgement from the Collateral
Custodian;


 


(xi)         none
of the underlying promissory notes, or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any
marks or notations indicating that they have been pledged (other than with respect to any pledge which has been released), assigned
or otherwise conveyed to any Person other than the Collateral Agent, on behalf of the Secured Parties;


 


(xii)      with
respect to any Collateral Portfolio that constitutes a “certificated security,” such certificated security has
been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specially
Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been
registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration
of transfer by the Borrower of such certificated security; and


 


(xiii)     with
respect to any Collateral Portfolio that constitutes an “uncertificated security”, that the Borrower shall cause the
issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner
of such uncertificated security.


 


(ll)         Bulk
Sales. The grant of the security interest in the Collateral Portfolio by the Borrower to the Collateral Agent, for the benefit
of the Secured Parties, pursuant to this Agreement, is in the ordinary course of business for the Borrower and is not subject
to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction. 


 


SECTION 4.02         Representations
and Warranties of the Borrower Relating to the Agreement and the Collateral Portfolio. The Borrower hereby represents and
warrants, as of the Original Closing Date, as of each applicable Cut-Off Date, as of each
applicable Advance Date, as of each Reporting Date and any date which Loan Assets are Pledged hereunder and as of each other date
provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to
be (or deemed to be) made:


 




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(a)          Valid
Transfer and Security Interest. This Agreement constitutes a grant of a security interest
in all of the Collateral Portfolio to the Collateral Agent, for the benefit of the Secured Parties, which, upon the delivery
of the Required Loan Documents listed in clause (a) of the definition thereof relating to such
Loan Asset to the Collateral Custodian, the crediting of Loan Assets to the Collection Account and the filing of
the financing statements, shall be a valid and first priority perfected security interest in the Loan Assets forming a part
of the Collateral Portfolio and in that portion of the Loan Assets in which a security interest may be perfected by filing
subject only to Permitted Liens. Neither the Borrower nor any Person claiming through or under Borrower shall have any claim
to or interest in the Collection Account, except for the interest of the Borrower in such property as a debtor for purposes
of the UCC.


 


(b)          Eligibility
of Collateral Portfolio. (i) The Loan Asset Schedule and the information contained in each Notice of Borrowing, is an
accurate and complete listing of all the Loan Assets contained in the Collateral Portfolio as of the related Cut-Off Date and
the information contained therein with respect to the identity of such item of Collateral Portfolio and the amounts owing
thereunder is true and correct as of the related Cut-Off Date, (ii) each Loan Asset designated on any Borrowing Base
Certificate as an Eligible Loan Asset and each Loan Asset included as an Eligible Loan Asset in any related calculation of
Borrowing Base or Borrowing Base Deficiency is an Eligible Loan Asset as of the date of such certificate or calculation and
(iii) with respect to each item of Collateral Portfolio, all consents, licenses, approvals or authorizations of or
registrations or declarations of any Governmental Authority or any Person required to be obtained, effected or given by the
Borrower in connection with the transfer of a security interest in each item of Collateral Portfolio to the Collateral Agent,
for the benefit of the Secured Parties, have been duly obtained, effected or given and are in full force and effect. For the
avoidance of doubt, any inaccurate representation that a Loan Asset is an Eligible Loan Asset hereunder or under the Purchase
and Sale Agreement or any representation set forth in Section 4.01(dd) or 4.02(b) of this Agreement or in Section
4.1(n) or 4.2(b) of the Purchase and Sale Agreement shall not constitute an Event of Default if the Borrower
complies with Section 2.07(d) hereunder and the Seller complies with Section 6.1 of the Purchase and Sale Agreement
(subject, however, to the 10 day grace period set forth in such provision); provided that any such Loan Asset will not
be included in the calculation of the Borrowing Base during such 10 day period.


 


(c)          No
Fraud. Each Loan Asset was originated or acquired without any fraud or misrepresentation by the Seller or, to the best of the
Borrower’s knowledge, on the part of the Obligor.


 


SECTION
4.03         Representations and Warranties of the Servicer. The Servicer
hereby represents and warrants, as of the Original Closing Date, as of each
applicable Cut-Off Date, as of each applicable Advance Date, as of each Reporting Date and as of each other date provided
under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or
deemed to be) made:


 


(a)          Organization
and Good Standing. The Servicer has been duly organized and is validly existing as a corporation in good standing under
the laws of the State of Maryland (except as such jurisdiction is changed as permitted hereunder), with all requisite
corporate power and authority to own or lease its properties and to conduct its business as such business is presently
conducted and to enter into and perform its obligations pursuant to this Agreement.


 




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(b)          Due Qualification. The Servicer is duly qualified to do business as a corporation
and is in good standing as a corporation, and has obtained all necessary licenses and approvals in all jurisdictions in which the
ownership or lease of its property and or the conduct of its business requires such qualification, licenses or approvals.


 


(c)          Power
and Authority; Due Authorization; Execution and Delivery. The Servicer (i) has all necessary power, authority and legal right
to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) carry out the terms of
the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary corporate action the execution,
delivery and performance of this Agreement and the other Transaction Documents to which it is a party. This Agreement and each
other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.


 


(d)          Binding
Obligation. This Agreement and each other Transaction Document to which the Servicer is a party constitutes a legal, valid
and binding obligation of the Servicer enforceable against the Servicer in accordance with its respective terms, except as such
enforceability may be limited by Bankruptcy Laws and general principles of equity (whether considered in a suit at law or in equity).


 


(e)          No
Violation. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which
it is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Servicer’s
articles of incorporation or by-laws or any material contractual obligation of the Servicer, (ii) result in the creation or imposition
of any Lien upon any of the Servicer’s properties pursuant to the terms of any such contractual obligation, other than this
Agreement, or (iii) violate any Applicable Law.


 


(f)          No
Proceedings. There is no litigation, proceeding or investigation pending or, to the knowledge of the Servicer, threatened
against the Servicer, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other
Transaction Document to which the Servicer is a party, (ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or any other Transaction Document to which the Servicer is a party or (iii) seeking any
determination or ruling that could reasonably be expected to have a Material Adverse Effect.


 


(g)          All
Consents Required. All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental
Authority (if any) required for the due execution, delivery and performance by the Servicer of this Agreement and any other Transaction
Document to which the Servicer is a party have been obtained.


 


(h)          Reports
Accurate. No Borrowing Base Certificate, information, exhibit, financial statement, document, book, record or report furnished
by the Servicer to the Administrative Agent, the Collateral Agent, the Lenders, the Lender Agents, or the Collateral Custodian
in connection with this Agreement is inaccurate in any material respect as of the date it is dated, and no such document contains
any material misstatement of fact or omits to state a material
fact or any fact necessary to make the statements contained therein not misleading; provided that, solely with respect to
written or electronic information furnished by the Servicer which was provided to the Servicer from an Obligor with respect to
a Loan Asset, such information need only be accurate, true and correct in all material respects to the knowledge of the Servicer;
provided, further, that the foregoing proviso shall not apply to any information presented in a Servicer’s Certificate,
Servicing Report, Notice of Borrowing or Borrowing Base Certificate.


 




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(i)            Servicing
Standard. The Servicer has complied in all respects with the Servicing Standard with regard to the servicing of the Loan Assets.


 


(j)            Collections.
The Servicer acknowledges that all Available Collections received by it or its Affiliates with respect to the Collateral Portfolio
transferred or Pledged hereunder are held and shall be held in trust for the benefit of the Secured Parties until deposited into
the Collection Account within two Business Days from receipt as required herein.


 


(k)           Solvency.
The Servicer is not the subject of any Bankruptcy Proceedings or Bankruptcy Event. The transactions under this Agreement and any
other Transaction Document to which the Servicer is a party do not and will not render the Servicer not Solvent.


 


(l)            Taxes.
The Servicer has filed or caused to be filed all tax returns that are required to be filed by it (subject to any extensions to
file properly obtained by the same). The Servicer has paid or made adequate provisions for the payment of all Taxes and all assessments
made against it or any of its property (other than any amount of Tax the validity of which is currently being contested in good
faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of
the Servicer), and no Tax lien has been filed and no claim is being asserted, with respect to any such Tax, assessment or other
charge.


 


(m)         Exchange
Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or the other Transaction Documents
(including, without limitation, the use of the Proceeds from the sale of the Collateral Portfolio) will violate or result in
a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation,
Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II.


 


(n)          Security
Interest. The Servicer will take all steps necessary to ensure that the Borrower has granted a security interest (as defined
in the UCC) to the Collateral Agent, for the benefit of the Secured Parties, in the Collateral Portfolio, which is enforceable
in accordance with Applicable Law upon execution and delivery of this Agreement. Upon the filing of UCC-1 financing statements
naming the Collateral Agent as secured party and the Borrower as debtor, the Collateral Agent, for the benefit of the Secured Parties,
shall have a valid and first priority perfected security interest in the Loan Assets and that portion of the Collateral Portfolio
in which a security interest may be perfected by filing (except for any Permitted Liens). All filings (including, without limitation,
such UCC filings) as are necessary for the perfection of the Secured Parties’ security interest in the Loan Assets and that
portion of the Collateral Portfolio in which
a security interest may be perfected by filing have been (or prior to the applicable Advance will be) made.


 




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(o)          ERISA. The
present value of all benefits vested under each “employee pension benefit plan,” as such term is defined
in Section 3(2) of ERISA, that is subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA (other than
any Multiemployer Plan) and that is, or at any time during the preceding six years was, maintained by the Servicer or any
ERISA Affiliate of the Servicer, or open to participation by employees of the Servicer or of any ERISA Affiliate of the
Servicer, as from time to time in effect (each, a “Servicer Pension Plan”), does not exceed the value of
the assets of the Servicer Pension Plan allocable to such vested benefits (based on the value of such assets as of the last
annual valuation date). No prohibited transactions, failure to meet the minimum funding standard set forth in Section 302(a)
of ERISA and Section 412(a) of the Code (with respect to any Servicer Pension Plan other than a Multiemployer Plan),
withdrawals or reportable events have occurred with respect to any Servicer Pension Plan that, in the aggregate, could
subject the Servicer to any material tax, penalty or other liability. No notice of intent to terminate a Servicer Pension
Plan has been filed, nor has any Servicer Pension Plan been terminated under Section 4041(f) of ERISA, nor has the Pension
Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a trustee to administer a Servicer Pension Plan
and no event has occurred or condition exists that might constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Servicer Pension Plan.


 


(p)          USA
PATRIOT Act. Neither the Servicer nor any Affiliate of the Servicer is (i) a country, territory, organization, person or entity
named on an OFAC list; (ii) a Person that resides or has a place of business in a country or territory named on such lists or which
is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose
subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning
of the USA PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated
with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that
resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections
311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns.


 


(q)          Environmental.
With respect to each item of Underlying Collateral as of the related Cut-Off Date, to the actual knowledge of a Responsible Officer
of the Servicer: (a) the related Obligor’s operations comply in all material respects with all applicable Environmental Laws;
(b) none of the related Obligor’s operations is the subject of a Federal or state investigation evaluating whether any remedial
action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (c) the
related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into
the environment as of the related Cut-Off Date. The Servicer has not received any written or verbal notice of, or inquiry from
any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding
environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral, nor does the Servicer,
have knowledge or reason to believe that any such notice will be received or is being threatened.


 




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(r)          No Injunctions. No injunction, writ, restraining order or other order of
any nature adversely affects the Servicer’s performance of its obligations under this Agreement or any Transaction Document
to which the Servicer is a party.


 


(s)          Instructions
to Obligors. The Collection Account is the only account to which any agent, administrative agent or Obligor has been instructed
by the Servicer on the Borrower’s behalf to send Principal Collections and Interest Collections on the Collateral Portfolio.


 


(t)          Allocation
of Charges. There is not any agreement or understanding between the Servicer and the Borrower (other than as expressly set
forth herein or as consented to by the Administrative Agent) providing for the allocation or sharing of obligations to make payments
or otherwise in respect of any taxes, fees, assessments or other governmental charges; provided that it is understood and
acknowledged that the Borrower will be consolidated with the Servicer for tax purposes.


 


(u)         Servicer
Termination Event. No event has occurred which constitutes a Servicer Termination Event (other than any Servicer Termination
Event which has previously been disclosed to the Administrative Agent as such).


 


(v)         Broker-Dealer.
The Servicer is not a broker-dealer or subject to the Securities Investor Protection Act of 1970, as amended.


 


(w)        Compliance
with Applicable Law. The Servicer has complied in all material respects with all Applicable Law to which it may be subject,
and no item in the Collateral Portfolio contravenes in any respect any Applicable Law.


 


SECTION 4.04         Representations
and Warranties of the Collateral Agent. The Collateral Agent in its individual capacity and as Collateral Agent represents
and warrants as follows:


 


(a)          Organization;
Power and Authority. It is a duly organized and validly existing national banking association in good standing under the laws
of the United States. It has full corporate power, authority and legal right to execute, deliver and perform its obligations as
Collateral Agent under this Agreement.


 


(b)          Due
Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have
been duly authorized by all necessary association action on its part, either in its individual capacity or as Collateral Agent,
as the case maybe.


 


(c)         No
Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment
of the terms hereof will not conflict with, result in any material breach of its articles of incorporation or bylaws or any of
the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract,
agreement, mortgage, deed of trust, or other instrument to which the Collateral Agent is a party or by which it or any of its property
is bound.


 




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(d)         No Violation. The execution and delivery of this Agreement, the performance
of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with or violate, in any respect,
any Applicable Law.


 


(e)          All
Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority
applicable to the Collateral Agent, required in connection with the execution and delivery of this Agreement, the performance by
the Collateral Agent of the transactions contemplated hereby and the fulfillment by the Collateral Agent of the terms hereof have
been obtained.


 


(f)          Validity,
Etc. The Agreement constitutes the legal, valid and binding obligation of the Collateral Agent, enforceable against the Collateral
Agent in accordance with its terms, except as such enforceability may be limited by applicable Bankruptcy Laws and general principles
of equity (whether considered in a suit at law or in equity).


 


SECTION
4.05         Representations and Warranties of each Lender. Each Lender
hereby individually represents and warrants, as to itself, that it, acting for its own account, in the aggregate owns and
invests on a discretionary basis, not less than $25,000,000 in investments. Notwithstanding any provision herein to the
contrary, the parties hereto intend that the Advances made hereunder shall constitute a “loan” and not a
“security” for purposes of Section 8-102(15) of the UCC.


 


SECTION
4.06         Representations and Warranties of the Collateral Custodian.
The Collateral Custodian in its individual capacity and as Collateral Custodian represents and warrants as follows:


 


(a)         Organization;
Power and Authority. It is a duly organized and validly existing national banking association in good standing under the laws
of the United States. It has full corporate power, authority and legal right to execute, deliver and perform its obligations as
Collateral Custodian under this Agreement.


 


(b)         Due
Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have
been duly authorized by all necessary association action on its part, either in its individual capacity or as Collateral Custodian,
as the case may be.


 


(c)         No
Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment
of the terms hereof will not conflict with, result in any breach of its articles of incorporation or bylaws or any of the terms
and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract, agreement,
mortgage, deed of trust, or other instrument to which the Collateral Custodian is a party or by which it or any of its property
is bound.


 


(d)         No
Violation. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment
of the terms hereof will not conflict with or violate, in any respect, any Applicable Law.


 




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(e)          All Consents Required. All approvals, authorizations, consents, orders or
other actions of any Person or Governmental Authority applicable to the Collateral Custodian, required in connection with the execution
and delivery of this Agreement, the performance by the Collateral Custodian of the transactions contemplated hereby and the fulfillment
by the Collateral Custodian of the terms hereof have been obtained.


 


(f)           Validity,
Etc. The Agreement constitutes the legal, valid and binding obligation of the Collateral Custodian, enforceable against the
Collateral Custodian in accordance with its terms, except as such enforceability may be limited by applicable Bankruptcy Laws and
general principles of equity (whether considered in a suit at law or in equity).


 


ARTICLE V.


 


GENERAL COVENANTS


 


SECTION 5.01         Affirmative
Covenants of the Borrower.


   


From the Original Closing Date until the Collection Date:


 


(a)          Organizational
Procedures and Scope of Business. The Borrower will observe all organizational procedures required by its certificate of
formation, limited liability company agreement and the laws of its jurisdiction of formation. Without limiting the foregoing,
the Borrower will limit the scope of its business to: (i) the acquisition of Loan Assets and the ownership and management of
the Portfolio Assets and the related assets in the Collateral Portfolio; (ii) the sale, transfer or other disposition of Loan
Assets as and when permitted under the Transaction Documents; (iii) entering into and performing under the Transaction
Documents; (iv) consenting or withholding consent as to proposed amendments, waivers and other modifications of the Loan
Agreements to the extent not in conflict with the terms of this Agreement or any other Transaction Document; (v) exercising
any rights (including but not limited to voting rights and rights arising in connection with a Bankruptcy Event with respect
to an Obligor or the consensual or non-judicial restructuring of the debt or equity of an Obligor) or remedies in connection
with the Loan Assets and participating in the committees (official or otherwise) or other groups formed by creditors of an
Obligor to the extent not in conflict with the terms of this Agreement or any other Transaction Document; (vi) acquiring
Portfolio Assets directly from third-parties (other than BDCA) on an arms-length basis, for consideration in cash; (vii)
contracting with third–parties to provide services as may be required from time to time by the Borrower in connection
with the Transaction Documents, including, without limitation, legal, investment, accounting, data processing, administrative
and management services; (viii) taking any and all other action necessary to maintain the existence of the Borrower as a
limited liability company in good standing under the laws of the State of Delaware and/or to qualify the Borrower to do
business as a foreign limited liability company in any other state in which such qualification is required; and (ix) engaging
in those lawful activities, including entering into other agreements and any amendments, supplements or restatements to the
Transaction Documents to which it is a party or such other agreements and issuing any other instruments, that are
necessary, convenient or advisable to accomplish the foregoing or are incidental thereto or in connection therewith.


 




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(b)          Special
Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Manager; (ii) maintain
its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal
entity separate from the Seller and any other Person (although, in connection with certain advertising and marketing, the
Borrower may be identified as a Subsidiary of BDCA); (iv) file its own tax returns, if any, as may be required under
Applicable Law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated
as a division for tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in
accordance with the terms of this Agreement; (v) except as contemplated by the Transaction Documents, not commingle its
assets with assets of any other Person; (vi) conduct its business in its own name and strictly comply with all organizational
formalities to maintain its separate existence (although, in connection with certain advertising and marketing, the Borrower
may be identified as a Subsidiary of BDCA); (vii) maintain separate financial statements, except to the extent that the
Borrower’s financial and operating results are consolidated with those of BDCA in consolidated financial statements;
(viii) pay its own liabilities only out of its own funds; (ix) maintain an arm’s-length relationship with its
Affiliates and the Seller; (x) pay the salaries of its own employees, if any; (xi) not hold out its credit or assets as being
available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead for shared office space;
(xiii) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the
Borrower may be identified as a Subsidiary of BDCA); (xiv) except as expressly permitted by this Agreement, not pledge its
assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate
identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay
its operating expenses and liabilities from its own assets; (xvii) observe in all respects all Delaware limited liability
company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; and (xix) cause the
directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower
consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower
will obtain proper authorization from its members for limited liability company action.


 


(c)          Preservation
of Company Existence. The Borrower will maintain its limited liability company existence in good standing under the laws of
its jurisdiction of formation and will promptly obtain and thereafter maintain qualifications to do business as a foreign limited
liability company in any other state in which it does business and in which it is required to so qualify under Applicable Law.


 


(d)          Compliance
with Legal Opinions. The Borrower shall take all other actions necessary to maintain the accuracy of the factual assumptions
set forth in the legal opinions of Moore & Van Allen PLLC, as special counsel to the Borrower, issued in connection with the
Purchase and Sale Agreement and relating to the issues of substantive consolidation and true sale of the Loan Assets.


 


(e)          Deposit
of Collections. The Borrower shall promptly (but in no event later than two Business Days after receipt) deposit or cause to
be deposited into the Collection Account any and all Available Collections received by the Borrower, the Servicer or any of their
Affiliates.


 




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(f)          Disclosure of Purchase Price. The Borrower shall disclose to the Administrative
Agent and the Lender Agents the purchase price for each Loan Asset proposed to be transferred to the Borrower pursuant to the terms
of the Purchase and Sale Agreement.


 


(g)          Obligor
Defaults and Bankruptcy Events. The Borrower shall give, or shall cause the Servicer to give, notice to the
Administrative Agent and the Lender Agents within three Business Days of the Borrower’s, the Seller’s or the
Servicer’s actual knowledge of the occurrence of any default by an Obligor under any Loan Asset or any Bankruptcy Event
with respect to any Obligor under any Loan Asset.


 


(h)          Required
Loan Documents. The Borrower shall deliver to the Collateral Custodian a hard copy of the Required Loan Documents and the Loan
Asset Checklist pertaining to each Loan Asset within five Business Days of the Cut-Off Date pertaining to such Loan Asset.


 


(i)           Taxes.
The Borrower will file or cause to be filed its tax returns and pay any and all Taxes imposed on it or its property as
required by the Transaction Documents (except as contemplated in Section 4.01(l)).


 


(j)          Notice
of Event of Default. The Borrower shall notify the Administrative Agent and each Lender Agent (with a copy to the
Collateral Agent) of the occurrence of any Event of Default or Unmatured Event of Default under this Agreement promptly upon
obtaining actual knowledge of such event. In addition, no later than two Business Days following the Borrower’s
knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default, the Borrower will provide to the
Collateral Agent, the Administrative Agent and each Lender Agent a written statement of a Responsible Officer of the Borrower
setting forth the details of such event and the action that the Borrower proposes to take with respect thereto.


 


(k)          Notice
of Material Events. The Borrower shall promptly notify the Administrative Agent and each Lender Agent of any event or other
circumstance that is reasonably likely to have a Material Adverse Effect.


 


(l)          Notice
of Income Tax Liability. The Borrower shall furnish to the Administrative Agent and each Lender Agent telephonic, email
or facsimile notice within 10 Business Days (confirmed in writing within five Business Days thereafter) of the receipt of
revenue agent reports or other written proposals, determinations or assessments of the Internal Revenue Service or any other
taxing authority which propose, determine or otherwise set forth positive adjustments (i) to the Tax liability of BDCA or any
“affiliated group” (within the meaning of Section 1504(a)(l) of the Code) of which BDCA is a member in an amount
equal to or greater than $1,000,000 in the aggregate or (ii) to the Tax liability of the Borrower itself in an amount equal
to or greater than $500,000 in the aggregate. Any such notice shall specify the nature of the items giving rise to such
adjustments and the amounts thereof.


 


(m)          Notice
of Auditors’ Management Letters. The Borrower shall promptly notify the Administrative Agent and each Lender Agent after
the receipt of any auditors’ management letters received by the Borrower or by its accountants.


 




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(n)          Notice
of Breaches of Representations and Warranties under this Agreement. The Borrower shall promptly notify the Administrative Agent,
the Collateral Agent and
each Lender Agent if any representation or warranty set forth in Section 4.01 or 4.02 was materially incorrect at
the time it was given or deemed to have been given and at the same time deliver to the Collateral Agent, the Administrative Agent
and the Lender Agents a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular,
but without limiting the foregoing, the Borrower shall notify the Collateral Agent, the Administrative Agent and each Lender Agent
in the manner set forth in the preceding sentence with respect to any representation or warranty that a Loan Asset is an Eligible
Loan Asset on or before the related date of determination of any facts or circumstances within the knowledge of the Borrower which
would render any of the said representations and warranties untrue at the date when such representations and warranties were made
or deemed to have been made.


 


(o)          Notice
of Breaches of Representations and Warranties under the Purchase and Sale Agreement. The Borrower confirms and agrees that
the Borrower will, upon receipt of notice or discovery thereof, promptly send to the Administrative Agent, each Lender Agent and
the Collateral Agent a notice of (i) any material breach of any representation, warranty, agreement or covenant under the Purchase
and Sale Agreement or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such
a material breach.


 


(p)          Notice
of Proceedings. The Borrower shall notify the Administrative Agent and each Lender Agent,
as soon as possible and in any event within three Business Days, after the Borrower receives notice or obtains knowledge
thereof, of any settlement of, material judgment (including a material judgment with respect to the liability phase of a
bifurcated trial) in or commencement of any material labor controversy, material litigation, material action, material suit
or material proceeding before any Governmental Authority that could reasonably be expected
to have a Material Adverse Effect on the Collateral Portfolio, the Transaction Documents, the Collateral
Agent’s, for the benefit of the Secured Parties, interest in the Collateral Portfolio, or the Borrower, the Servicer or
the Seller or any of their Affiliates. For purposes of this Section 5.01(p), (i) any settlement, judgment, labor
controversy, litigation, action, suit or proceeding affecting the Collateral Portfolio, the Transaction Documents, the
Collateral Agent’s, for the benefit of the Secured Parties, interest in the Collateral Portfolio, or the Borrower in
excess of $500,000 shall be deemed to be material and (ii) any settlement, judgment, labor controversy, litigation, action,
suit or proceeding affecting the Servicer or the Seller or any of their Affiliates (other than the Borrower) in excess of
$1,000,000 shall be deemed to be material.


 


(q)          Notice
of ERISA Reportable Events. The Borrower shall promptly notify the Administrative Agent and each Lender Agent after receiving
notice of any “reportable event” (as defined in Title IV of ERISA, other than an event for which the reporting requirements
have been waived by regulations) with respect to the Borrower (or any ERISA Affiliate thereof) and provide them with a copy of
such notice.


 


(r)          Notice
of Accounting Changes. As soon as possible and in any event within three Business Days after the effective date thereof, the
Borrower will provide to the Administrative Agent and each Lender Agent notice of any change in the accounting policies of the
Borrower.


 




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(s)          Additional Documents. The Borrower shall provide the Administrative Agent
and each Lender Agent with copies of such documents as the Administrative Agent or any Lender Agent may reasonably request evidencing
the truthfulness of the representations set forth in this Agreement.


 


(t)          Protection
of Security Interest. With respect to the Collateral Portfolio acquired by the Borrower, the Borrower will (i) acquire
such Collateral Portfolio pursuant to and in accordance with the terms of the Purchase and Sale Agreement, (ii) (at the
expense of the Servicer, on behalf of the Borrower) take all action necessary to perfect, protect and more fully evidence the
Borrower’s ownership of such Collateral Portfolio free and clear of any Lien other than the Lien created hereunder and
Permitted Liens, including, without limitation, (A) with respect to the Loan Assets and that portion of the Collateral
Portfolio in which a security interest may be perfected by filing, filing and maintaining (at the expense of the Servicer, on
behalf of the Borrower), effective financing statements against the Seller in all necessary or appropriate filing offices
(including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments with
respect thereto in such filing offices (including any amendments thereto or assignments thereof) and (B) executing or causing
to be executed such other instruments or notices as may be necessary or appropriate, (iii) (at the expense of the Servicer,
on behalf of the Borrower) take all action necessary to cause a valid, subsisting and enforceable first priority perfected
security interest, subject only to Permitted Liens, to exist in favor of the Collateral Agent (for the benefit of the Secured
Parties) in the Borrower’s interests in all of the Collateral Portfolio being Pledged hereunder including the filing of
a UCC financing statement in the applicable jurisdiction adequately describing the Collateral Portfolio (which may include an
“all asset” filing), and naming the Borrower as debtor and the Collateral Agent as the secured party, and filing
continuation statements, amendments or assignments with respect thereto in such filing offices (including any amendments
thereto or assignments thereof), (iv) permit the Administrative Agent or any Lender Agent or their respective agents or
representatives to visit the offices of the Borrower during normal office hours and upon reasonable advance notice examine
and make copies of all documents, books, records and other information concerning the Collateral Portfolio and discuss
matters related thereto with any of the officers or employees of the Borrower having knowledge of such matters, and (v) take
all additional action that the Administrative Agent, any Lender Agent or the Collateral Agent may reasonably request to
perfect, protect and more fully evidence the respective first priority perfected security interests of the parties to
this Agreement in the Collateral Portfolio, or to enable the Administrative Agent or the Collateral Agent to exercise or
enforce any of their respective rights hereunder.


 


(u)          Liens.
The Borrower will promptly notify the Administrative Agent and the Lender Agents of the existence of any Lien on the Collateral
Portfolio (other than Permitted Liens) and the Borrower shall defend the right, title and interest of the Collateral Agent, for
the benefit of the Secured Parties, in, to and under the Collateral Portfolio against all claims of third parties.


 




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(v)         Other
Documents. At any time from time to time upon prior written request of the Administrative Agent or any Lender Agent, at the
sole expense of the Borrower, the Borrower will promptly and duly execute and deliver such further instruments and documents and
take such further actions as the Administrative Agent or any Lender Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this
Agreement including the first priority security interest (subject only to Permitted Liens) granted hereunder and of the rights
and powers herein granted (including, among other things, authorizing the filing of such UCC financing statements as the Administrative
Agent may request).


 


(w)          Compliance
with Law. The Borrower shall at all times comply in all material respects with all Applicable Law applicable to Borrower or
any of its assets (including, without limitation, Environmental Laws, and all federal securities laws), and Borrower shall do or
cause to be done all things necessary to preserve and maintain in full force and effect its legal existence, and all licenses material
to its business.


 


(x)           Proper
Records. The Borrower shall at all times keep proper books of records and accounts in which full, true and correct entries
shall be made of its transactions in accordance with GAAP and set aside on its books from its earningearnings
for each fiscal year all such proper reserves in accordance with GAAP.


 


(y)           Satisfaction
of Obligations. The Borrower shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent,
as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested
in good faith by appropriate proceedings and reserves with respect thereto have been provided on the books of the Borrower.


 


(z)           Performance
of Covenants. The Borrower shall observe, perform and satisfy all the material terms, provisions, covenants and conditions
required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid
by it, under the Transaction Documents. The Borrower shall pay and discharge all Taxes, levies, liens and other charges on it or
its assets and on the Collateral Portfolio that, in each case, in any manner would create any lien or charge upon the Collateral
Portfolio, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted
and with respect to which adequate reserves have been provided in accordance with GAAP.


 


(aa) Tax Treatment. The
Borrower, the Seller and the Lenders shall treat the Advances advanced hereunder as indebtedness of the Borrower (or, so long as
the Borrower is treated as a disregarded entity for U.S. federal income tax purposes, as indebtedness of the entity of which it
is considered to be a part) for U.S. federal income tax purposes and to file any and all tax forms in a manner consistent therewith.


 


(bb) Maintenance
of Records. The Borrower will maintain records with respect to the Collateral Portfolio and the conduct and operation of its
business with no less a degree of prudence than if the Collateral Portfolio were held by the Borrower for its own account and will
furnish the Administrative Agent and each Lender Agent, upon the reasonable request by the Administrative Agent and each Lender
Agent, information with respect to the Collateral Portfolio and the conduct and operation of its business.


 




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(cc)
Obligor Notification Forms. The Borrower shall furnish the Collateral Agent and the Administrative Agent with an appropriate
power of attorney authorizing the
Collateral Agent and the Administrative Agent to send, after the occurrence of an Event of Default, (at the Administrative Agent’s
discretion on the Collateral Agent’s behalf, after the occurrence of an Event of Default) Obligor notification forms to give
notice to the Obligors of the Collateral Agent’s interest in the Collateral Portfolio and the obligation to make payments
as directed by the Administrative Agent on the Collateral Agent’s behalf.


 


(dd) Officer’s
Certificate. On each anniversary of the date of this Agreement, the Borrower shall deliver an Officer’s Certificate,
in form and substance acceptable to the Lender Agents and the Administrative Agent, providing (i) a certification, based upon a
review and summary of UCC search results, that there is no other interest in the Collateral Portfolio perfected by filing of a
UCC financing statement other than in favor of the Collateral Agent and (ii) a certification, based upon a review and summary of
tax and judgment lien searches satisfactory to the Administrative Agent, that there is no other interest in the Collateral Portfolio
based on any tax or judgment lien.


 


(ee) Continuation Statements.
The Borrower shall, not earlier than six months and not later than three months prior to the fifth anniversary of the date of filing
of the financing statement referred to in Schedule I hereto or any other financing statement filed pursuant to this Agreement
or in connection with any Advance hereunder, unless the Collection Date shall have occurred:


 


(i)          authorize
and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and


 


(ii)         deliver
or cause to be delivered to the Collateral Agent, the Administrative Agent and the Lender Agents an opinion of the counsel
for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, confirming and updating the
opinion delivered pursuant to Schedule I with respect to perfection and otherwise to the effect that the security
interest hereunder continues to be an enforceable and perfected security interest, subject to no other Liens of record except
as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations
and exceptions.


 


(ff)         Disregarded
Entity. The Borrower will be disregarded as an entity separate


from its owner pursuant to Treasury
Regulation Section 301.7701-3(b), and neither the Borrower nor any other Person on its behalf shall make an election to be treated
as other than an entity disregarded from its owner under Treasury Regulation Section 301.7701-3(c).


 


SECTION 5.02         Negative
Covenants of the Borrower.


 


From the Original
Closing Date until the Collection Date:


 


(a)          Special
Purpose Entity Requirements. Except as otherwise permitted by this Agreement, the Borrower
shall not (i) guarantee any obligation of any Person, including any Affiliate; (ii) engage, directly or indirectly, in any
business, other than the actions required or permitted to be performed under the Transaction Documents; (iii) incur, create
or assume any Indebtedness, other than Indebtedness incurred under the Transaction Documents; (iv) make or permit to remain
outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Borrower may
invest in those Loan Assets and other investments permitted under the Transaction Documents and may make any advance required
or expressly permitted to be made pursuant to any provisions of the Transaction Documents and permit the same to remain
outstanding in accordance with such provisions; (v) become insolvent or fail to pay its debts and liabilities from its assets
when due; (vi) create, form or otherwise acquire any Subsidiaries or (vii) release, sell, transfer, convey or assign any Loan
Asset unless in accordance with the Transaction Documents.


 




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(b)          Requirements
for Material Actions. The Borrower shall not fail to provide (and at all times the Borrower’s organizational documents
shall reflect) that the unanimous consent of all members (including the consent of the Independent Manager(s)) is required for
the Borrower to (i) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent,
(ii) institute or consent to the institution of Bankruptcy Proceedings against it, (iii) file a petition seeking or consent to
reorganization or relief under any applicable Bankruptcy Law, (iv) seek or consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator, custodian or any similar official for the Borrower, (v) make any assignment for the benefit of
the Borrower’s creditors, (vi) admit in writing its inability to pay its debts generally as they become due or (vii) take
any action in furtherance of any of the foregoing.


 


(c)          Protection
of Title. The Borrower shall not take any action which would directly or indirectly impair or adversely affect Borrower’s
title to the Collateral Portfolio.


 


(d)          Transfer
Limitations. The Borrower shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose
of, or pledge or hypothecate, directly or indirectly, any interest in the Collateral Portfolio to any person other than the Collateral
Agent for the benefit of the Secured Parties, or engage in financing transactions or similar transactions with respect to the Collateral
Portfolio with any person other than the Administrative Agent and the Lenders, in each case, except as otherwise expressly permitted
by the terms of this Agreement.


 


(e)          Liens.
The Borrower shall not create, incur or permit to exist any lien, encumbrance or security interest in or on any of the Collateral
Portfolio subject to the security interest granted by the Borrower pursuant to this Agreement, other than Permitted Liens.


 


(f)          Organizational
Documents. The Borrower shall not modify or terminate any of the organizational or operational documents of the Borrower without
the prior written consent of the Administrative Agent.


 


(g)          Reserved.


 


(h)          Merger,
Acquisitions, Sales, etc. The Borrower shall not change its organizational structure, enter into any transaction of merger
or consolidation or amalgamation, or asset sale (other than pursuant to Section 2.07), or liquidate, wind up or dissolve
itself (or suffer any liquidation, winding up or dissolution) without the prior written consent of the Administrative Agent.


 




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(i)             Use
of Proceeds. The Borrower shall not use the proceeds of any Advance other than to finance the purchase by the Borrower from
the Seller, on a “true sale” basis, of the Collateral
Portfolio pursuant to the terms of the Purchase and Sale Agreement or to acquire Loan Assets from a third party on an arm’s
length basis.


 


(j)             Limited
Assets. The Borrower shall not hold or own any assets that are not part of the Collateral Portfolio.


 


(k)            Tax
Treatment. The Borrower shall not elect to be treated as a corporation for U.S. federal income tax purposes (and shall not
allow the Seller to elect to treat it as a corporation for U.S. federal income tax purposes) and shall take all reasonable steps
necessary to avoid being treated as a corporation for U. S. federal income tax purposes.


 


(l)             Extension
or Amendment of Collateral Portfolio. The Borrower will not, and will not permit the Servicer, except as otherwise permitted
in Section 6.04(a) and in accordance with the Servicing Standard, extend, amend or otherwise modify the terms of any Loan
Asset (including the Underlying Collateral).


 


(m)          Purchase
and Sale Agreement. The Borrower will not amend, modify, waive or terminate any provision of the Purchase and Sale Agreement
except in accordance with Section 10.3  thereof.


 


(n)           Restricted
Junior Payments. The Borrower shall not make any Restricted Junior Payment, except that, so long as no Event of Default or
Unmatured Event of Default has occurred and is continuing or would result therefrom, the Borrower may declare and make distributions
to its member on its membership interests, including as permitted by Section 2.07(b).


 


(o)           ERISA
Matters. The Borrower will not (a) engage, and will exercise its best efforts not to permit any ERISA Affiliate to
engage, in any prohibited transaction (within the meaning of ERISA Section 406(a) or (b) or Code Section 4975) for which an
exemption is not available or has not previously been obtained from the United States Department of Labor, (b) fail to meet
the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the Code with respect to any Pension
Plan other than a Multiemployer Plan, (c) fail to make any payments to a Multiemployer Plan that the Borrower or any ERISA
Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto, (d)
terminate any Pension Plan so as to result, directly or indirectly in any liability to the Borrower, or (e) permit to exist
any occurrence of any reportable event described in Title IV of ERISA with respect to any Pension Plan, other than an event
for which reporting requirements have been waived by regulations.


 


(p)           Instructions
to Obligors. The Borrower will not make any change, or permit the Servicer to make any change, in its instructions to Obligors
regarding payments to be made with respect to the Collateral Portfolio to the Collection Account, unless the Administrative Agent
has consented to such change.


 


(q)           Taxable
Mortgage Pool Matters. The sum of the Outstanding Balances of all Loan Assets owned by the Borrower and that are principally
secured by an interest in real property (within the meaning of Treasury Regulation Section 301.7701(i)-1(d)(3)) shall not at any
time exceed 35% of the aggregate Outstanding Balance of all Loan Assets.


 




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(r)          Change of Jurisdiction, Location, Names or Location of Loan Asset Files. The
Borrower shall not change the jurisdiction of its formation, make any change to its corporate name or use any tradenames, fictitious
names, assumed names, “doing business as” names or other names (other than those listed on Schedule II, as such schedule
may be revised from time to time to reflect name changes and name usage permitted under the terms of this Section 5.02(r) after
compliance with all terms and conditions of this Section 5.02(r) related thereto) unless, prior to the effective date of
any such change in the jurisdiction of its formation, name change or use, the Borrower receives prior written consent from the
Administrative Agent of such change and delivers to the Administrative Agent such financing statements as the Administrative Agent
may request to reflect such name change or use, together with such Opinions of Counsel and other documents and instruments as the
Administrative Agent may request in connection therewith. The Borrower will not change the location of its chief executive office
unless prior to the effective date of any such change of location, the Borrower notifies the Administrative Agent of such change
of location in writing. The Borrower will not move, or consent to the Collateral Custodian or the Servicer moving, the Loan Asset
Files from the location thereof on the Original Closing Date, unless the Administrative
Agent shall consent to such move in writing and the Servicer shall provide the Administrative Agent with such Opinions of Counsel
and other documents and instruments as the Administrative Agent may request in connection therewith.


 


(s)          Allocation
of Charges. There will not be any agreement or understanding between the Servicer and the Borrower (other than as expressly
set forth herein or as consented to by the Administrative Agent) providing for the allocation or sharing of obligations to make
payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges; provided that it is understood
and acknowledged that the Borrower will be consolidated with the Servicer for tax purposes.


 


SECTION 5.03         Affirmative
Covenants of the Servicer.


 


From the Original
Closing Date until the Collection Date:


 


(a)          Compliance
with Law. The Servicer will comply in all material respects with all Applicable Law, including those with respect to servicing
the Collateral Portfolio or any part thereof.


 


(b)          Preservation
of Company Existence. The Servicer will preserve and maintain its corporate existence, rights, franchises and privileges in
the jurisdiction of its formation, and qualify and remain qualified in good standing as a corporation in each jurisdiction where
the failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected
to have a Material Adverse Effect.


 


(c)          Obligations
and Compliance with Collateral Portfolio. Subject to the Servicing Standard, the Servicer will duly fulfill and comply with
all obligations on the part of the Borrower to be fulfilled or complied with under or in connection with the administration of
each item of Collateral Portfolio and will do nothing to impair the rights of the Collateral Agent, for the benefit of the Secured
Parties, or of the Secured Parties in, to and under the Collateral Portfolio. It is understood and agreed that the Servicer does
not hereby assume any obligations of the Borrower in respect of any Advances or assume any responsibility for the performance by
the Borrower of
any of its obligations hereunder or under any other agreement executed in connection herewith that would be inconsistent with the
limited recourse undertaking of the Servicer, in its capacity as seller, under Section 2.1(e) of the Purchase and Sale Agreement.


 




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(d)          Keeping
of Records and Books of Account.


 


(i)          The
Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate
records evidencing Collateral Portfolio in the event of the destruction of the originals thereof), and keep and maintain all documents,
books, records and other information reasonably necessary or advisable for the collection of all Collateral Portfolio and the identification
of the Collateral Portfolio.


 


(ii)         The
Servicer shall permit the Administrative Agent, each Lender Agent or their respective agents or representatives, to visit the offices
of the Servicer during normal office hours and upon reasonable advance notice and examine and make copies of all documents, books,
records and other information concerning the Collateral Portfolio and the Servicer’s servicing thereof and discuss matters
related thereto with any of the officers or employees of the Servicer having knowledge of such matters.


 


(iii)        The
Servicer will on or prior to the date hereof, mark its master data processing records and other books and records relating to the
Collateral Portfolio with a legend, acceptable to the Administrative Agent describing (A) the sale of the Collateral Portfolio
from the Seller to the Borrower and (B) the Pledge from the Borrower to the Collateral Agent, for the benefit of the Secured Parties.


 


(e)          Preservation
of Security Interest. The Servicer (at its own expense, on behalf of the Borrower) will file such financing and
continuation statements and any other documents that may be required by any Applicable Law to preserve and protect fully the
first priority perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under
the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing.


 


(f)          [Reserved].


 


(g)          Events
of Default. The Servicer shall notify the Administrative Agent and each Lender Agent (with a copy to the Collateral
Agent) of the occurrence of any Event of Default or Unmatured Event of Default under this Agreement promptly upon obtaining
actual knowledge of such event. In addition, no later than two Business Days following the Servicer’s knowledge or
notice of the occurrence of any Event of Default or Unmatured Event of Default, the Servicer will provide to the Collateral
Agent, the Administrative Agent and each Lender Agent a written statement of a Responsible Officer of the Servicer setting
forth the details of such event and the action that the Servicer proposes to take with respect thereto.


 


(h)          Taxes. The
Servicer will file its tax returns and pay any and all Taxes imposed on it or its property as required under the
Transaction Documents (except as contemplated by Section 4.03(l)).


 




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(i)          Other. The Servicer will promptly furnish to the Collateral Agent, the Administrative
Agent and each Lender Agent such other information, documents, records or reports respecting the Collateral Portfolio or the condition
or operations, financial or otherwise, of the Borrower or the Servicer as the Collateral Agent, any Lender Agent or the Administrative
Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent, the Lender Agents,
the Collateral Agent or Secured Parties under or as contemplated by this Agreement.


 


(j)          Proceedings
Related to the Borrower, the Seller and the Servicer and the Transaction Documents. The Servicer shall notify the Administrative
Agent and each Lender Agent as soon as possible and in any event within three Business Days after any executive officer of the
Servicer receives notice or obtains knowledge thereof of any settlement of, judgment (including a judgment with respect to the
liability phase of a bifurcated trial) in or commencement of any labor controversy, litigation, action, suit or proceeding before
any Governmental Authority that could reasonably be expected to have a Material Adverse Effect on the Borrower, the Seller or the
Servicer (or any of their Affiliates) or the Transaction Documents. For purposes of this Section 5.03(j), (i) any settlement,
judgment, labor controversy, litigation, action, suit or proceeding affecting the Transaction Documents or the Borrower in excess
of $500,000 shall be deemed to be expected to have such a Material Adverse Effect and (ii) any settlement, judgment, labor controversy,
litigation, action, suit or proceeding affecting the Servicer or the Seller or any of their Affiliates (other than the Borrower)
in excess of the Judgment Cap$5,000,000 shall be deemed
to be expected to have such a Material Adverse Effect.


 


(k)         Deposit of Collections. The Servicer shall promptly (but in no event later
than two Business Days after receipt) deposit or cause to be deposited into the Collection Account any and all Available Collections
received by the Borrower, the Servicer or any of their Affiliates.


 


(l)          Loan
Asset Register.


 


(i)          The
Servicer shall maintain, or cause to be maintained, with respect to each Noteless Loan Asset a register (which may be in
physical or electronic form and readily identifiable as the loan asset register) (each, a “Loan Asset
Register”) in which it will record, or cause to be recorded, (A) the amount of such Noteless Loan Asset, (B) the
amount of any principal or interest due and payable or to become due and payable from the Obligor thereunder, (C) the amount
of any sum in respect of such Noteless Loan Asset received from the Obligor, (D) the date of origination of such Noteless
Loan Asset and (E) the maturity date of such Noteless Loan Asset.


 


(ii)         At
any time a Noteless Loan Asset is included as part of the Collateral Portfolio pursuant to this Agreement, the Servicer shall
deliver to the Administrative Agent, the Collateral Agent and the Collateral Custodian a copy of the related Loan Asset
Register, together with a certificate of a Responsible Officer of the Servicer (in the form of Exhibit R) certifying
to the accuracy of such Loan Asset Register as of the applicable Cut-Off Date.


 




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(m)          Special
Purpose Entity Requirements. The Servicer shall take such actions as are necessary to cause the Borrower to be in
compliance with the special purpose entity requirements set forth in Sections 5.01(a) and (b) and 5.02(a)
and (b).


 


(n)          Accounting
Changes. As soon as possible and in any event within three Business Days after the effective date thereof, the Servicer will
provide to the Administrative Agent and the Lender Agents notice of any change in the accounting policies of the Servicer.


 


(o)          Proceedings
Related to the Collateral Portfolio. The Servicer shall notify the Administrative Agent and each Lender Agent as soon as possible
and in any event within three Business Days, after any Responsible Officer of the Servicer receives notice or obtains knowledge
of any settlement of, judgment (including a judgment with respect to the liability phase of a bifurcated trial) in or commencement
of any labor controversy, litigation, action, suit or proceeding before any Governmental Authority that could reasonably be expected
to have a Material Adverse Effect on the interests of the Collateral Agent or the Secured Parties in, to and under the Collateral
Portfolio. For purposes of this Section 5.03(o), any settlement, judgment, labor controversy, litigation, action, suit or
proceeding affecting the Collateral Portfolio or the Collateral Agent’s or the Secured Parties’ interest in the Collateral
Portfolio in excess of $1,000,000 or more shall be deemed to be expected to have such a Material Adverse Effect.


 


(p)          Compliance
with Legal Opinions. The Servicer shall take all other actions necessary to maintain the accuracy of the factual
assumptions set forth in the legal opinions of Moore & Van Allen PLLC, as special counsel to the Servicer, issued in
connection with the Transaction Documents and relating to the issues of substantive consolidation and true sale of the Loan
Assets.


 


(q)          Instructions
to Agents and Obligors. The Servicer shall direct, or shall cause the Seller to direct, any agent or administrative agent
for any Loan Asset to remit all payments and collections with respect to such Loan Asset, and, if applicable, to direct the
Obligor with respect to such Loan Asset to remit all such payments and collections with respect to such Loan Asset directly
to the Collection Account. The Borrower and the Servicer shall take commercially reasonable steps to ensure, and shall cause
the Seller to take commercially reasonable steps to ensure, that only funds constituting payments and collections relating to
Loan Assets shall be deposited into the Collection Account.


 


(r)          Capacity
as Servicer. The Servicer will ensure that, at all times when it is dealing with or in connection with the Loan Assets in its
capacity as Servicer, it holds itself out as Servicer, and not in any other capacity.


 


(s)          Notice
of Breaches of Representations and Warranties under the Purchase and Sale Agreement. The Servicer confirms and agrees that
the Servicer will, upon receipt of notice or discovery thereof, promptly send to the Administrative Agent, each Lender Agent and
the Collateral Agent a notice of (i) any material breach of any representation, warranty, agreement or covenant under the Purchase
and Sale Agreement or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such
a material breach, in each case, promptly upon learning thereof.


 




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(t)          Audits. Prior to the Original Closing
Date and periodically thereafter at the discretion of the Administrative Agent and each Lender Agent, the Servicer shall allow
the Administrative Agent and each Lender Agent (during normal office hours and upon reasonable advance notice) to review the Servicer’s
collection and administration of the Collateral Portfolio in order to assess compliance by the Servicer with the Servicing Standard,
as well as with the Transaction Documents and to conduct an audit of the Collateral Portfolio and Required Loan Documents (to the
extent in the possession of the Servicer or if such Required Loan Documents are in not in the possession of the Servicer or the
Collateral Custodian so long as they can be obtained without incurring unreasonable cost or expense) in conjunction with such a
review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Prior to the occurrence
of an Event of Default, the Servicer shall be required to bear the expense of only two such reviews within any 12-month period
and any additional reviews shall be at the expense of the Administrative Agent and each PurchaserLender
Agent. On and after the occurrence of an Event of Default, the Servicer shall be required to bear the expense of all such reviews.


 


(u)          Notice
of Breaches of Representations and Warranties under this Agreement. The Servicer shall promptly notify the Collateral Agent,
the Administrative Agent and the Lender Agents if any representation or warranty set forth in Section 4.03 was materially
incorrect at the time it was given or deemed to have been given and at the same time deliver to the Collateral Agent, the Administrative
Agent and the Lender Agents a written notice setting forth in reasonable detail the nature of such facts and circumstances. In
particular, but without limiting the foregoing, the Servicer shall notify the Administrative Agent and each Lender Agent in the
manner set forth in the preceding sentence with respect to any representation or warranty that a Loan Asset is an Eligible Loan
Asset on or before the related date of determination of any facts or circumstances within the knowledge of the Servicer which
would render any of the said representations and warranties untrue at the date when such representations and warranties were made
or deemed to have been made.


 


(v)         Insurance
Policies. The Servicer has caused, and will cause, to be performed any and all acts reasonably required to be performed
to preserve the rights and remedies of the Collateral Agent and the Secured Parties in any Insurance Policies applicable to
Loan Assets (to the extent the Servicer or an Affiliate of the Servicer is the agent or servicer under the applicable Loan
Agreement) including, without limitation, in each case, any necessary notifications of insurers, assignments of policies or
interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Collateral Agent
and the Secured Parties; provided that, unless the Borrower is the sole lender under such Loan Agreement, the Servicer
shall only take such actions that are customarily taken by or on behalf of a lender in a syndicated loan facility to preserve
the rights of such lender.


 


(w)          Disregarded
Entity. The Servicer shall cause the Borrower to be disregarded as an entity separate from its owner pursuant to Treasury
Regulation Section 301.7701-3(b) and shall cause that neither the Borrower nor any other Person on its behalf shall make an
election to be treated as other than an entity disregarded from its owner under Treasury Regulation Section
301.7701-3(c).


 


SECTION 5.04         Negative
Covenants of the Servicer.


 




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From the Original Closing Date until the
Collection Date:


 


(a)          Mergers,
Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its
properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:


 


(i)           the
Servicer has delivered to the Administrative Agent and each Lender Agent an Officer’s Certificate and an Opinion of Counsel
each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection
therewith comply with this Section 5.04 and that all conditions precedent herein provided for relating to such transaction
have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding
with respect to the Servicer and such other matters as the Administrative Agent may reasonably request;


 


(ii)          the
Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each
Lender Agent;


 


(iii)         after
giving effect thereto, no Event of Default or Servicer Termination Event or event that with notice or lapse of time would constitute
either an Event of Default or a Servicer Termination Event shall have occurred; and


 


(iv)         the
Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer.


 


Notwithstanding the foregoing
or anything to the contrary contained in this Agreement, from time to time, without the consent or approval of the Administrative
Agent or any other Secured Party or the satisfaction of any of the conditions set forth in clauses (i), (iii) or (iv)
above, the Servicer may consolidate or merge with any BDCA Merger Party, and/or any BDCA Merger Party may convey or transfer its
properties and assets substantially as an entirety to the Servicer (so long as the Servicer is BDCA) (any such transaction, a “BDCA
Affiliate Merger Transaction”); provided that, in each case, the Servicer is the surviving entity in any such
transaction or transactions; provided, further, that the Servicer shall, upon the request of the Administrative Agent, deliver
an Opinion of Counsel that this Agreement and any supplemental agreement executed in connection therewith is legal, valid and binding
with respect to the Servicer after the consummation of such BDCA Affiliate Merger Transaction.


 


(b)          Change
of Name or Location of Loan Asset Files. The Servicer shall not (i) change its name, move
the location of its principal place of business and chief executive office, change the offices where it keeps records
concerning the Collateral Portfolio from the address set forth under its name on the signature pages hereto, or change the
jurisdiction of its formation, or (ii) move, or consent to the Collateral Custodian moving, the Required Loan Documents and
Loan Asset Files from the location thereof on the initial Advance Date, unless the Administrative Agent shall consent of such
move in writing and the Servicer shall provide the Administrative Agent with such Opinions of Counsel and other documents and
instruments as the Administrative Agent may request in connection therewith and has taken all actions required under the UCC
of each relevant jurisdiction in order to continue the first priority perfected security interest of the Collateral Agent,
for the benefit of the Secured Parties, in, to and under the Loan Assets and that portion of the Collateral Portfolio in
which a security interest may be perfected by filing.


 




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(c)          Change
in Payment Instructions to Obligors. The Servicer will not make any change in its instructions to Obligors regarding payments
to be made with respect to the Collateral Portfolio to the Collection Account, unless the Administrative Agent has consented to
such change.


 


(d)          Extension
or Amendment of Loan Assets. The Servicer will not, except as otherwise permitted in Section 6.04(a), extend, amend
or otherwise modify the terms of any Loan Asset (including the Underlying Collateral).


 


(e)          Taxable
Mortgage Pool Matters. The Servicer will manage the portfolio and advise the Borrower with respect to purchases from the Seller
so as to not at any time allow the sum of the Outstanding Balances of all Loan Assets owned by the Borrower and that are principally
secured by an interest in real property (within the meaning of Treasury Regulation Section 301.7701(i)-1(d)(3)) to exceed 35% of
the aggregate Outstanding Balance of all Loan Assets.


 


(f)           Allocation
of Charges. There will not be any agreement or understanding between the Servicer and the Borrower (other than as
expressly set forth herein or as consented to by the Administrative Agent) providing for the allocation or sharing of
obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges; provided that
it is understood and acknowledged that the Borrower will be consolidated with the Servicer for tax purposes.


 


SECTION 5.05         Affirmative
Covenants of the Collateral Agent.


 


From the Original
Closing Date until the Collection Date:


 


(a)          Compliance
with Law. The Collateral Agent will comply in all material respects with all Applicable Law.


 


(b)          Preservation
of Existence. The Collateral Agent will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction
of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain
such existence, rights, franchises, privileges and qualification could reasonably be expected to have a Material Adverse Effect.


 


SECTION 5.06         Negative
Covenants of the Collateral Agent.


 


From the
Original Closing Date until the Collection Date, the Collateral Agent will not make any changes to the Collateral Agent
Fees without the prior written approval of the Administrative Agent and, so long as no Event of Default has occurred and is continuing,
the Borrower.


 


SECTION 5.07         Affirmative
Covenants of the Collateral Custodian.


 





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From the Original Closing Date until the
Collection Date:


 


(a)          Compliance
with Law. The Collateral Custodian will comply in all material respects with all Applicable Law.


 


(b)          Preservation
of Existence. The Collateral Custodian will preserve and

maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified
in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and
qualification could reasonably be expected to have a Material Adverse Effect.


 


(c)          Location
of Required Loan Documents. Subject to Article XII of this Agreement, the Required Loan Documents shall remain at all
times in the possession of the Collateral Custodian at the address set forth under its name on the signature pages hereto unless
notice of a different address is given in accordance with the terms hereof or unless the Administrative Agent agrees to allow certain
Required Loan Documents to be released to the Servicer on a temporary basis in accordance with the terms hereof, except as such
Required Loan Documents may be released pursuant to the terms of this Agreement.


 


SECTION 5.08         Negative
Covenants of the Collateral Custodian.


 


From the Original
Closing Date until the Collection Date:


 


(a)          Required
Loan Documents. The Collateral Custodian will not dispose of any documents constituting the Required Loan Documents in any
manner that is inconsistent with the performance of its obligations as the Collateral Custodian pursuant to this Agreement and
will not dispose of any Collateral Portfolio except as contemplated by this Agreement.


 


(b)          No
Changes in Collateral Custodian Fees. The Collateral Custodian will not make any changes to the Collateral Custodian Fees without
the prior written approval of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the
Borrower.


 


ARTICLE VI.


 


ADMINISTRATION AND SERVICING
OF CONTRACTS


 


SECTION 6.01         Appointment
and Designation of the Servicer.


 


(a)          Initial
Servicer. The Borrower, each Lender Agent and the Administrative Agent hereby appoint BDCA, pursuant to the terms and
conditions of this Agreement, as Servicer, with the authority to manage, service, administer and exercise rights and
remedies, on behalf of the Borrower, in respect of the Collateral Portfolio. Until the Administrative Agent gives BDCA a
Servicer Termination Notice, BDCA hereby accepts such appointment and agrees to perform the duties and responsibilities of
the Servicer pursuant to the terms hereof. The Servicer and the Borrower hereby acknowledge that the Administrative Agent and
the Secured Parties are third party beneficiaries of the obligations undertaken by the Servicer hereunder.


 




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(b)          Servicer
Termination Notice. The Borrower, the Servicer, each Lender Agent and the Administrative Agent hereby agree that, upon
the occurrence of a Servicer Termination Event, the Administrative Agent at the direction of the
Supermajority Lenders, by written notice to the Servicer (with a copy to the Collateral Agent) (a “Servicer
Termination Notice”), may terminate all of the rights, obligations, power and authority of the Servicer under this
Agreement. On and after the receipt by the Servicer of a Servicer Termination Notice pursuant to this Section 6.01(b),
the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer
Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in such
Servicer Termination Notice or otherwise specified by the Administrative Agent, until a date mutually agreed upon by the
Servicer and the Administrative Agent and shall be entitled to receive, to the extent of funds available therefor pursuant to Section
2.04, the Servicing Fees therefor until such date. After such date, the Servicer agrees that it will terminate its
activities as Servicer hereunder in a manner that the Administrative Agent believes will facilitate the transition of the
performance of such activities to a successor Servicer, and the successor Servicer shall assume each and all of the
Servicer’s obligations to service and administer the Collateral Portfolio, on the terms and subject to the conditions
herein set forth, and the Servicer shall use its best efforts to assist the successor Servicer in assuming such
obligations.


 


(c)          Appointment
of Replacement Servicer. At any time following the delivery of a Servicer Termination Notice, the
Administrative AgentSupermajority Lenders may, at its discretion, (i) appoint Wells
Fargo (or an Affiliate thereof) as Servicer under this Agreement and, in such case, all authority, power, rights and obligations
of the Servicer shall pass to and be vested in Wells Fargo (or an Affiliate thereof) or (ii) appoint a new Servicer (the “Replacement
Servicer”), which appointment shall take effect upon the Replacement Servicer accepting such appointment by a written
assumption in a form satisfactory to the Administrative Agent in its sole discretion. In the event that Wells Fargo (or an Affiliate
thereof) or a Replacement Servicer has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the
Administrative Agent shall petition a court of competent jurisdiction to appoint any established financial institution, having
a net worth of not less than United States $50,000,000 and whose regular business includes the servicing of Collateral Portfolio,
as the Replacement Servicer hereunder.


 


(d)          Liabilities
and Obligations of Replacement Servicer. Upon its appointment, Wells Fargo (or an Affiliate
thereof) or the Replacement Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to
the servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the
Servicer shall be deemed to refer to Wells Fargo (or an Affiliate thereof) or the Replacement Servicer, as applicable; provided,
that Wells Fargo (or an Affiliate thereof) or Replacement Servicer, as applicable, shall have (i) no liability with respect
to any action performed by the terminated Servicer prior to the date that Wells Fargo (or an Affiliate thereof) or
Replacement Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged
action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the
Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer
(provided that Wells Fargo (or an Affiliate thereof) or Replacement Servicer, as applicable, shall pay any income
Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions
contemplated hereby and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior
Servicer, including the original Servicer. The indemnification obligations of Wells Fargo (or an Affiliate thereof) or the
Replacement Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account
of its failure to act in good faith and with reasonable care under the circumstances. In addition, Wells Fargo (or an
Affiliate thereof) or Replacement Servicer, as applicable, shall have no liability relating to the representations and
warranties of the Servicer contained in Section 4.03.


 




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(e)          Authority
and Power. All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate
upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is
hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all
documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the
purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the
termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral Portfolio.


 


(f)          Subcontracts. The
Servicer may, with the prior written consent of the Administrative Agent, subcontract with any other Person for
servicing, administering or collecting the Collateral Portfolio; provided, that (i) the Servicer shall select any such
Person with reasonable care and shall be solely responsible for the fees and expenses payable to any such Person, (ii) the
Servicer shall not be relieved of, and shall remain liable for, the performance of the duties and obligations of the Servicer
pursuant to the terms hereof without regard to any subcontracting arrangement and (iii) any such subcontract shall be
terminable upon the occurrence and during the continuance of a Servicer Termination Event. The Administrative Agent hereby
acknowledges that the Servicer has engaged BDCA Adviser, LLC in accordance with terms of the Management Agreement, a copy of
which has been previously delivered to the Administrative Agent.


 


(g)          Waiver. The
Borrower acknowledges that the Administrative Agent or any of its Affiliates may act as the Collateral Agent and/or
the Servicer, and the Borrower waives any and all claims against the Administrative Agent, each Lender Agent or any of their
respective Affiliates, the Collateral Agent and the Servicer (other than claims relating to such party’s gross
negligence or willful misconduct) relating in any way to the custodial or collateral administration functions having been
performed by the Administrative Agent or any of its Affiliates in accordance with the terms and provisions (including the
standard of care) set forth in the Transaction Documents.


 


SECTION 6.02         Duties
of the Servicer.


 


(a)          Duties. The
Servicer shall take or cause to be taken all such actions as may be necessary or advisable to
service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and
the Servicing Standard. Prior to the occurrence of a Servicer Termination Event, but subject to the terms of this Agreement
(including, without limitation, Section 6.04), the Servicer has the sole and exclusive authority to make any and all
decisions with respect to the Collateral Portfolio and take or refrain from taking any and all actions with respect to the
Collateral Portfolio. Without limiting the foregoing (and, in all cases, subject to Section 6.02(b)), the duties of
the Servicer shall include the following:


 




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(i)          supervising
the Collateral Portfolio, including communicating with Obligors, executing amendments, providing consents and waivers, enforcing
and collecting on the Collateral Portfolio and otherwise managing the Collateral Portfolio on behalf of the Borrower;


 


(ii)         maintaining
all necessary managing and servicing records with respect to the Collateral Portfolio and providing such reports to the Administrative
Agent and each Lender Agent (with a copy to the Collateral Agent and the Collateral Custodian) in respect of the managing and servicing
of the Collateral Portfolio (including information relating to its performance under this Agreement) as may be required hereunder
or as the Administrative Agent or any Lender Agent may reasonably request;


 


(iii)        maintaining
and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records
evidencing the Collateral Portfolio in the event of the destruction of the originals thereof) and keeping and maintaining all documents,
books, records and other information reasonably necessary or advisable for the collection of the Collateral Portfolio;


 


(iv)        within
a reasonable period of time following any request, delivering to the Administrative Agent, each Lender Agent, the Collateral
Agent or the Collateral Custodian, from time to time, such information and servicing records (including information relating
to its performance under this Agreement) as the Administrative Agent, each Lender Agent, Collateral Custodian or the
Collateral Agent may from time to time reasonably request;


 


(v)         identifying
each Loan Asset clearly and unambiguously in its servicing records to reflect that such Loan Asset is owned by the Borrower and
that the Borrower is Pledging a security interest therein to the Secured Parties pursuant to this Agreement;


 


(vi)        notifying
the Administrative Agent and each Lender Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or
counterclaim (1) that is or is threatened to be asserted by an Obligor with respect to any Loan Asset (or portion thereof) of which
it has knowledge or has received notice; or (2) that could reasonably be expected to have a Material Adverse Effect;


 


(vii)       using
its best efforts to maintain the perfected security interest of the Collateral Agent, for the benefit of the Secured Parties, in
the Collateral Portfolio;


 


(viii)      except
to the extent held by the Collateral Custodian in accordance with Section 12.02(b), maintaining the Loan Asset File with
respect to Loan Assets included as part of the Collateral Portfolio; provided that, so long as the Servicer is in possession
of any Required Loan Documents, the Servicer will hold such Required Loan Documents in a fireproof safe or fireproof file cabinet;


 




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(ix)         directing the Collateral Agent to make payments pursuant to the terms of the Servicing
Report in accordance with Section 2.04;


 


(x)          directing
the sale or substitution of Collateral Portfolio in accordance with Section 2.07;


 


(xi)         providing
assistance to the Borrower with respect to the purchase and sale of and payment for the Loan Assets;


 


(xii)        instructing
the Obligors and the administrative agents on the Loan Assets to make payments directly into the Collection Account established
and maintained with the Collateral Agent;


 


(xiii)       delivering
the Loan Asset Files and the Loan Asset Schedule to the Collateral Custodian; and


 


(xiv)      complying
with such other duties and responsibilities as may be required of the Servicer by this Agreement.


 


(b)          It
is acknowledged and agreed that in circumstances in which a Person other than the Borrower, the Seller (so long as the Seller is
also the Servicer) or the Servicer acts as lead agent with respect to any Loan Asset, the Servicer shall perform its servicing
duties hereunder only to the extent a lender under the related loan syndication Loan Agreements has the right to do so. Notwithstanding
anything to the contrary contained herein, it is acknowledged and agreed that the performance by the Servicer of its duties hereunder
shall be limited insofar as such performance would conflict with or result in a breach of any of the express terms of the related
Loan Agreements; provided that the Servicer shall (i) provide prompt written notice to the Administrative Agent upon becoming
aware of such conflict or breach, (ii) have determined that there is no other commercially reasonable performance that it could
render consistent with the express terms of the Loan Agreements which would result in all or a portion of the managing and servicing
duties being performed in accordance with this Agreement, and (iii) undertake all commercially reasonable efforts to mitigate the
effects of such non-performance including performing as much of the managing and servicing duties as possible and performing such
other commercially reasonable and/or similar duties consistent with the terms of the Loan Agreements.


 


(c)          Notwithstanding
anything to the contrary contained herein, the exercise by the Administrative Agent, the Collateral Agent, each Lender Agent and
the Secured Parties of their rights hereunder shall not release the Servicer, the Seller or the Borrower from any of their duties
or responsibilities with respect to the Collateral Portfolio. The Secured Parties, the Administrative Agent, each Lender Agent
and the Collateral Agent shall not have any obligation or liability with respect to any Collateral Portfolio, nor shall any of
them be obligated to perform any of the obligations of the Servicer hereunder.


 


(d)          Any
payment by an Obligor in respect of any indebtedness owed by it to the Seller or the Borrower shall, except as otherwise specified
by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied
as a collection of a payment by such Obligor (starting with the oldest such outstanding payment due) to the extent of any amounts then due and payable thereunder before
being applied to any other receivable or other obligation of such Obligor.


 




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(e)          At
any time when a Replacement Servicer is appointed pursuant to Section 6.1(c), the Seller shall, at the Collateral Agent’s,
the Collateral Custodian’s or the Administrative Agent’s request, assemble all of the Loan Asset Files and make the
same available to the Collateral Agent, the Collateral Custodian or the Administrative Agent at a place selected by the Collateral
Agent, the Collateral Custodian, the Administrative Agent or their designee.


 


(f)          On
and after the date that a Replacement Servicer is appointed pursuant to Section 6.1(c), the existing Servicer shall assist
the Replacement Servicer in assuming each and all of the Servicer’s obligations to service and administer the Collateral
Portfolio in accordance with this Agreement and comply with reasonable instructions from the Administrative Agent with respect
thereto.


 


SECTION 6.03         Authorization
of the Servicer.


 


(a)          Each
of the Borrower, the Administrative Agent, each Lender Agent and each Lender hereby authorizes the Servicer (including any successor
thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the
Servicer and not inconsistent with the sale of the Collateral Portfolio by the Seller to the Borrower under the Purchase and Sale
Agreement and, thereafter, the Pledge by the Borrower to the Collateral Agent on behalf of the Secured Parties hereunder, to collect
all amounts due under any and all Collateral Portfolio, including, without limitation, endorsing any of their names on checks and
other instruments representing Interest Collections and Principal Collections, executing and delivering any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect
to the Collateral Portfolio and, after the delinquency of any Collateral Portfolio and to the extent permitted under and in compliance
with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Seller could
have done if it had continued to own such Collateral Portfolio. The Seller, the Borrower and the Collateral Agent on behalf of
the Secured Parties shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary
or appropriate to enable the Servicer to carry out its managing, servicing and administrative duties hereunder, and shall cooperate
with the Servicer to the fullest extent in order to ensure the collectability of the Collateral Portfolio. In no event shall the
Servicer be entitled to make the Secured Parties, the Administrative Agent, the Collateral Agent, any Lender or any Lender Agent
a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation
(other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s and each Lender Agent’s
consent.


 


(b)          After
the declaration of the Facility Maturity Date, at the direction of the Administrative Agent, the Servicer shall take such action
as the Administrative Agent may deem necessary or advisable to enforce collection of the Collateral Portfolio; provided,
that the Administrative Agent may, at any time that an Event of Default has occurred, notify any Obligor with respect to any Collateral
Portfolio of the assignment of such Collateral Portfolio to the Collateral Agent on behalf of the Secured Parties and direct that
payments of all amounts due or to
become due be made directly to the Administrative Agent or any servicer, collection agent or account designated by the Administrative
Agent and, upon such notification and at the expense of the Borrower, the Administrative Agent may enforce collection of any such
Collateral Portfolio, and adjust, settle or compromise the amount or payment thereof.


 




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SECTION 6.04         Collection
of Payments; Accounts.


 


(a)          Collection
Efforts, Modification of Collateral Portfolio. The Servicer will use its commercially reasonable efforts and judgment to collect
or cause to be collected, all payments called for under the terms and provisions of the Loan Assets included in the Collateral
Portfolio as and when the same become due, all in accordance with the Servicing Standard. The Servicer may not waive, modify or
otherwise vary any provision of an item of Collateral Portfolio in a manner that would impair the collectability of the Collateral
Portfolio or in any manner contrary to the Servicing Standard.


 


(b)          Acceleration.
If consistent with the Servicing Standard, the Servicer shall accelerate or vote to accelerate, as applicable, the maturity
of all or any Scheduled Payments and other amounts due under any Loan Asset after such Loan Asset becomes defaulted.


 


(c)          Taxes
and other Amounts. The Servicer will use its best efforts to collect all Excluded Collections relating to each Loan Asset to
the extent required to be paid to the Borrower for such application under the applicable Loan Agreement and remit such amounts
to the appropriate Governmental Authority or insurer as required by the Loan Agreements.


 


(d)          Payments
to Collection Account. On or before the applicable Cut-Off Date, the Servicer shall have instructed any agent, administrative
agent or Obligor to make all payments in respect of the Collateral Portfolio directly to the Collection Account; provided that
the Servicer is not required to so instruct any Obligor which is solely a guarantor or other surety (or an Obligor that is not
designated as the “lead borrower” or another such similar term) unless and until the Servicer calls on the related
guaranty or secondary obligation.


 


(e)          Collection
Account. Each of the parties hereto hereby agrees that (i) the Collection Account is
intended to be a “securities account” within the meaning of the UCC and (ii) except as otherwise expressly
provided herein and in the Collection Account Agreement, prior to the delivery of a Notice of Exclusive Control (as defined
in the Collection Account Agreement), the Borrower, the Servicer and the Collateral Agent (acting at the direction of the
Administrative Agent) shall be entitled to exercise the rights that comprise each Financial Asset held in the Collection
Account which is a securities account; provided that after the delivery of a Notice of Exclusive Control (as defined
in the Collection Account Agreement), such rights shall be exclusively held by the Collateral Agent (acting at the direction
of the Administrative Agent). Each of the parties hereto hereby agrees to cause the securities intermediary that holds any
money or other property for the Borrower in the Collection Account that is a securities account to agree with the parties
hereto that (A) the cash and other property (subject to Section 6.04(f) below with respect to any property other than
investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of
the UCC and (B) regardless of any provision in any other agreement, for purposes of the UCC, with respect to the Collection
Account, New York shall be deemed to be the Account Bank’s jurisdiction (within the meaning of Section 9-304 of the
UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC). All securities or
other property underlying any Financial Assets credited to the Collection Account in the form of securities or instruments
shall be registered in the name of the Account Bank or if in the name of the Borrower or the Collateral Agent, Indorsed to
the Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank,
and in no case will any Financial Asset credited to the Collection Account be registered in the name of the Borrower, payable
to the order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially
Indorsed to the Account Bank or Indorsed in blank.


 




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(f)          Loan
Agreements. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a
“securities intermediary” as defined in the UCC) to the contrary, none of the Collateral Agent, the Collateral Custodian
nor any securities intermediary shall be under any duty or obligation in connection with the acquisition by the Borrower, or the
grant by the Borrower to the Collateral Agent, of any Loan Asset in the nature of a loan or a participation in a loan to examine
or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Loan
Agreements, or otherwise to examine the Loan Agreements, in order to determine or compel compliance with any applicable requirements
of or restrictions on transfer (including without limitation any necessary consents). The Collateral Custodian shall hold any Instrument
delivered to it evidencing any Loan Asset granted to the Collateral Agent hereunder as custodial agent for the Collateral Agent
in accordance with the terms of this Agreement.


 


(g)          Adjustments.
If (i) the Servicer makes a deposit into the Collection Account in respect of an Interest Collection or Principal Collection of
a Loan Asset and such Interest Collection or Principal Collection was received by the Servicer in the form of a check that is not
honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any Interest Collection or Principal
Collection and deposits an amount that is less than or more than the actual amount of such Interest Collection or Principal Collection,
the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored
check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.


 


SECTION 6.05         Realization
Upon Loan Assets. The Servicer will use reasonable efforts consistent with the Servicing Standard to foreclose upon or repossess,
as applicable, or otherwise comparably convert the ownership of any Underlying Collateral relating to a defaulted Loan Asset as
to which no satisfactory arrangements can be made for collection of delinquent payments. The Servicer will comply with the Servicing
Standard and Applicable Law in realizing upon such Underlying Collateral, and employ practices and procedures including reasonable
efforts consistent with the Servicing Standard to enforce all obligations of Obligors foreclosing upon, repossessing and causing
the sale of such Underlying Collateral at public or private sale in circumstances other than those described in the preceding sentence.
Without limiting the generality of the foregoing, unless the Administrative Agent has specifically given instruction to the contrary,
the Servicer may cause the sale of any such Underlying Collateral to the Servicer or its Affiliates for a purchase price equal
to the then fair value thereof, any such sale to be evidenced by a certificate of a Responsible Officer of the Servicer delivered
to the Administrative Agent setting forth the Loan Asset, the Underlying Collateral, the sale price of the Underlying Collateral and certifying that such sale price is the fair value of
such Underlying Collateral. In any case in which any such Underlying Collateral has suffered damage, the Servicer will not expend
funds in connection with any repair or toward the foreclosure or repossession of such Underlying Collateral unless it reasonably
determines that such repair and/or foreclosure or repossession will increase the Recoveries by an amount greater than the amount
of such expenses. The Servicer will remit to the Collection Account the Recoveries received in connection with the sale or disposition
of Underlying Collateral relating to a defaulted Loan Asset.


 




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SECTION 6.06         Servicing
Compensation. As compensation for its activities hereunder and reimbursement for its expenses, the Servicer shall be entitled
to be paid the Servicing Fees and reimbursed its reasonable out-of-pocket expenses as provided in Section 2.04.


 


SECTION 6.07         Payment
of Certain Expenses by Servicer. The Servicer will be required to pay all expenses incurred by it in connection with its activities
under this Agreement, including fees and disbursements of its independent accountants, Taxes imposed on the Servicer, expenses
incurred by the Servicer in connection with payments and reports pursuant to this Agreement, and all other fees and expenses not
expressly stated under this Agreement for the account of the Borrower. The Servicer will be required to pay all reasonable fees
and expenses owing to any bank or trust company in connection with the maintenance of the Collection Account. The Servicer may
be reimbursed for any reasonable out-of-pocket expenses incurred hereunder (including out-of-pocket expenses paid by the Servicer
on behalf of the Borrower), subject to the availability of funds pursuant to Section 2.04; provided, that, to the
extent funds are not available for such reimbursement, the Servicer shall be required to pay such expenses for its own account
and shall not be entitled to any payment therefor other than the Servicing Fees.


 


SECTION 6.08         Reports
to the Administrative Agent; Account Statements; Servicing Information.


 


(a)          Notice
of Borrowing. On each Advance Date and on each reduction of Advances Outstanding pursuant to Section 2.18, the Borrower
(and the Servicer on its behalf) will provide a Notice of Borrowing or a Notice of Reduction, as applicable, and a Borrowing Base
Certificate, each updated as of such date, to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent).


 


(b)          Servicing
Report; Borrowing Base Certificate. On each Monthly Reporting Date, the Servicer will provide to the Borrower, each Lender Agent,
the Administrative Agent, the Collateral Agent and any Liquidity Bank, a monthly statement including (i) a Borrowing Base Certificate
calculated as of the most recent DeterminationMonthly Reporting
Date, (ii) a summary prepared with respect to each Obligor and with respect to each Loan Asset for such Obligor prepared as of
the most recent Determination Date that will be required to set forth only (A) calculations of the Net Leverage Ratio and the Interest
Coverage Ratio for each such Loan Asset for the most recently ended Relevant Test Period for each such Loan Asset and (B) whether
or not each such Loan Asset shall have become subject to an amendment, restatement, supplement, waiver or other modification and
whether such amendment, restatement, supplement, waiver or other modification is a Material Modification and, (iii) with respect
to the report delivered on a Monthly
Reporting Date that is also a Reporting Date, the amounts to be remitted pursuant to Section 2.04 to the applicable parties
(which shall include any applicable wiring instructions of the parties receiving payment) (such monthly statement, a “Servicing
Report”), with respect to related calendar month signed by a Responsible Officer of the Servicer and the Borrower and
substantially in the form of Exhibit L.


 




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(c)           Servicer’s
Certificate. Together with each Servicing Report, the Servicer shall submit to the Administrative Agent, each Lender Agent,
the Collateral Agent and any Liquidity Bank a certificate substantially in the form of Exhibit M (a “Servicer’s
Certificate”), signed by a Responsible Officer of the Servicer, which shall include a certification by such Responsible
Officer that no Event of Default or Unmatured Event of Default has occurred.


 


(d)          Financial
Statements. The Servicer will submit to the Administrative Agent, each Lender Agent, any Liquidity Bank and the
Collateral Agent, (i) within 60 days after the end of each of its first three fiscal quarters (excluding the fiscal quarter
ending on the date specified in clause (ii)), commencing September 30, 2012, consolidated unaudited financial
statements of the Servicer for the most recent fiscal quarter, and (ii) within 90 days after the end of each fiscal year,
commencing with the fiscal year ended December 31, 2012, consolidated audited financial statements of the Servicer, audited
by a firm of nationally recognized independent public accountants, as of the end of such fiscal year. Notwithstanding the
foregoing, the requirement to deliver financial statements in this Section 6.08(d) will be satisfied at any such time
as such financial statements are publicly posted on the official web site of BDCA, appropriately filed with the United States
SEC or upon receipt of such information through e-mail (with confirmation of receipt) or another delivery method acceptable
to the Administrative Agent.


 


(e)           Tax
Returns. Upon demand by the Administrative Agent, eachany Lender Agent or any Liquidity
Bank, the Servicer shall deliver, copies of all federal, state and local tax returns and reports filed by the Borrower, the Seller
and the Servicer, or in which the Borrower, the Seller or Servicer was included on a consolidated or combined basis (excluding
sales, use and similar Taxes).


 


(f)            Obligor
Financial Statements; Valuation Reports; Other Reports. The Servicer will deliver to the Administrative Agent, the Lender Agents
and the Collateral Agent, with respect to each Obligor, (i) to the extent received by the Borrower and/or the Servicer pursuant
to the Loan Agreement, the complete financial reporting package with respect to such Obligor and with respect to each Loan Asset
for such Obligor provided to the Borrower and/or the Servicer either monthly or quarterly, as the case may be, by such Obligor,
which delivery shall be made within 10 Business Days after Servicer’s or Borrower’s receipt thereof, and (ii) asset
and portfolio level monitoring reports prepared by the Servicer with respect to the Loan Assets, which delivery shall be made within
60 days of the end of each calendar month. The Servicer will promptly deliver to the Administrative Agent and any Lender Agent,
upon reasonable request and to the extent received by the Borrower and/or the Servicer, all other documents and information required
to be delivered by the Obligors to the Borrower with respect to any Loan Asset included in the Collateral Portfolio.


 




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(g)          Amendments to Loan Assets. The Servicer will deliver to the Administrative
Agent, the Lender Agents and the Collateral Custodian a copy of any amendment, restatement, supplement, waiver or other modification
to the Loan Agreement of any Loan Asset (along with any internal documents prepared by the Servicer and provided to its investment
committee in connection with such amendment, restatement, supplement, waiver or other modification) within 10 Business Days of
the effectiveness of such amendment, restatement, supplement, waiver or other modification.


 


(h)          Website
Access to Information. Notwithstanding anything to the contrary contained herein, information required to be delivered or submitted
to any Secured Party pursuant to Section 5.03(i) and this Article VI shall be deemed to have been delivered on the
date upon which such information is posted on http://arlcap.virtualpremise.com (or other
replacement website to which the Administrative Agent and Lender Agents have access) or is received through e-mail (with confirmation
of receipt) or another delivery method acceptable to the Administrative Agent and the Lender Agents.


 


SECTION 6.09         Annual
Statement as to Compliance. The Servicer will provide to the Administrative Agent, each Lender Agent and the Collateral Agent
within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 2012,
a fiscal report signed by a Responsible Officer of the Servicer certifying that (a) a review of the activities of the Servicer,
and the Servicer’s performance pursuant to this Agreement, for the fiscal period ending on the last day of such fiscal year
has been made under such Person’s supervision and (b) the Servicer has performed or has caused to be performed in all material
respects all of its obligations under this Agreement throughout such year and no Servicer Termination Event has occurred.


 


SECTION 6.10         Annual
Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent
public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, each Lender Agent
and the Collateral Agent within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year
ending on December 31, 2012, a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon
procedures (a copy of which procedures are attached hereto as Schedule IV, it being understood that the Servicer and the
Administrative Agent will provide an updated Schedule IV reflecting any further amendments to such Schedule IV prior
to the issuance of the first such agreed-upon procedures report, a copy of which shall replace the then existing Schedule IV)
to certain documents and records relating to the Collateral Portfolio under any Transaction Document, compared the information
contained in the Servicing Reports and the Servicer’s Certificates delivered during the period covered by such report with
such documents and records and that no matters came to the attention of such accountants that caused them to believe that such
managing and servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants
shall believe to be immaterial and such other exceptions as shall be set forth in such statement.


 


SECTION 6.11         The
Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the
Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law
and (ii) there is no reasonable action that the Servicer could take to make the performance of its
duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be
evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each
Lender Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities
and obligations of the Servicer in accordance with Section 6.02.


 




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ARTICLE VII.


 


EVENTS OF DEFAULT


 


SECTION 7.01         Events
of Default. If any of the following events (each, an “Event of Default”) shall occur:


 


(a)          the
Borrower or the Seller defaults in making any payment required to be made under one or more agreements for borrowed money to which
it is a party in an aggregate principal amount in excess of $500,000 (with respect to the Borrower) or otherwise $1,000,000 and
any such failure continues unremedied for two Business Days andor such default is not cured within
the applicable cure period, if any, provided for under such agreement; or


 


(b)          any
failure on the part of the Borrower or the Seller duly to observe or perform in any material respect any other covenants or agreements
of the Borrower or the Seller set forth in this Agreement or the other Transaction Documents to which the Borrower or the Seller
is a party and the same continues unremedied for a period of 30 days (if such failure can be remedied) after the earlier to occur
of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower
or the Servicer by the Administrative Agent or Collateral Agent and (ii) the date on which the Borrower or the Servicer acquires
knowledge thereof; or


 


(c)          the
occurrence of a Bankruptcy Event relating to the Seller or the Borrower; or


 


(d)          the
occurrence of a Servicer Termination Event (other than any Servicer Termination Event identified in clause (h) thereof) past any
applicable notice or cure period provided in the definition thereof, or (1) the Servicer fails to deliver any Required Report (excluding
any report delivered on each Monthly Reporting Date detailed in (2) below) and the same continues unremedied for a period of thirty
days or (2) the Servicer fails to deliver any report on a Monthly Reporting Date and the same continues unremedied for a period
of five Business Days, after the earlier to occur of (i) the date on which written notice of such failure requiring the same to
be remedied shall have been given to the Borrower or the Servicer by the Administrative Agent or Collateral Agent and (ii) the
date on which the Borrower or the Servicer acquires knowledge thereof; or


 


(e)          (1)
the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment
of money in excess individually or in the aggregate of $500,000 or more against the Borrower, as applicable, shall not have either
(i) discharged or provided for the discharge of any such judgment, decree or order in accordance with its terms or (ii) perfected a timely appeal of such judgment, decree or order
and caused the execution of same to be stayed during the pendency of the appeal or (2) the Borrower shall have made payments of
amounts in excess of $500,000, in the settlement of any litigation, claim or dispute (excluding payments made from insurance proceeds);
or


 




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(f)          the
rendering against the Seller of one or more final judgments, decrees or orders for the payment of money in excess of $5,000,000,
individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period
of more than 45 consecutive days without a stay of execution;


 


(g)          the
Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that reputable counsel could no
longer render a substantive nonconsolidation opinion with respect to the Borrower and the Servicer; or


 


(h)           (1)          any
Transaction Document, or any lien or security interest granted thereunder, shall (except in accordance with its terms), in whole
or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower,
the Seller, or the Servicer,


 


(2)          the
Borrower, the Seller or the Servicer or any other party shall, directly or indirectly, contest in any manner the effectiveness,
validity, binding nature or enforceability of any Transaction Document or any lien or security interest thereunder, or


 


(3)          any
security interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be a first priority
perfected security interest except as otherwise expressly permitted to be released in accordance with the applicable Transaction
Document; or


 


(i)          the
Advances Outstanding on any day exceeds the Borrowing Base and has not been remedied within three Business Days in accordance with
Section 2.06; provided that, during the period of time that such event remains unremedied, any payments required
to be made by the Servicer on a Payment Date shall be made under Section 2.04(d); or


 


(j)          failure
on the part of the Borrower, the Seller or the Servicer to make any payment or deposit or otherwise perform any covenant, agreement
or obligation with respect to the management and distribution of funds as required by the terms of any Transaction Document (other
than Section 2.06) (including, without limitation, with respect to bifurcation and remittance of Interest Collections and
Principal Collections, or any other payment or deposit required to be made by the terms of the Transaction Documents, including,
without limitation, to any Secured Party, Affected Party or Indemnified Party) and such failure is not cured within three Business
Days; or


 


(k)          the
Borrower shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements
contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning
of the 1940 Act; or


 




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(l)          the Internal Revenue Service shall file notice of a lien pursuant to Section 6323
of the Code with regard to any assets of the Borrower or the Seller and such lien shall not have been released within five Business
Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to
any of the assets of the Borrower or the Seller and such lien shall not have been released within five Business Days; provided,
that no Event of Default shall result from this clause (l) to the extent any such liens applicable to the Seller are being contested
in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);
or


 


(m)          any
Change of Control shall occur; or


 


(n)          any
representation, warranty or certification made by the Borrower or the Seller in any Transaction Document or in any certificate
delivered pursuant to any Transaction Document shall prove to have been incorrect in any respect when made, which has a Material
Adverse Effect on the Collateral Agent or any Secured Party and which continues to be unremedied for a period of 30 days after
the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have
been given to the Borrower or the Seller by the Administrative Agent or the Collateral Agent (which shall be given at the direction
of the Administrative Agent) and (ii) the date on which a Responsible Officer of the Borrower or the Seller acquires knowledge
thereof; or


 


(o)          failure
to pay, on the Facility Maturity Date, the outstanding principal of all outstanding Advances, if any, and all Yield and all Fees
accrued and unpaid thereon together with all other Obligations, including, but not limited to, any Make-Whole Premium; or


 


(p)          an
event has occurred which constitutes an Event of Default under and pursuant to the terms of the Pledge Agreement (past any applicable
notice and/or cure period provided therein); or


 


(q)          without
limiting the generality of Section 7.01(j), failure of the Borrower to pay Yield or the Non-Usage Fee within three Business
Days of any Payment Date or within three Business Days of when otherwise due; or


 


(r)          the
Borrower ceases to have a valid, perfected ownership interest in all of the Collateral Portfolio; or


 


(s)          the
Seller fails to transfer to the Borrower the applicable Loan Assets and the related Portfolio Assets on an Advance Date (provided
that the Lenders shall have funded the related Advance) unless the related Advance is repaid in full with accrued and unpaid
Yield thereon within five Business Days; or


 


(t)          the
Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other
Transaction Document without satisfying the requirements of  Section 11.04(a); or


 


(u)          the
Borrower fails to be 100% owned by the Equityholder; or


 




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(v)         (i)
failure of the Borrower to maintain at least one Independent Manager, (ii) the removal of any Independent Manager of the
Borrower without “cause” (as such term is defined in the organizational document of the Borrower) or without
giving prior written notice to the Administrative Agent and the Lender Agents, each as required in the organizational
documents of the Borrower or (iii) an Independent Manager of the Borrower which is not from a pre-approved nationally
recognized service reasonably acceptable to the Administrative Agent shall be appointed without the consent of the
Administrative Agent;


 


then the Administrative Agent
or all of the Lenders, may, by notice to the Borrower, declare the Facility Maturity Date to have occurred and after
such declaration of the Facility Maturity Date, the Borrower, Servicer or Seller, as applicable, shall no longer have any right
to remedy or cure any Event of Default; providedfurther, that, in the case of any event described in Section 7.01(c),
the Facility Maturity Date shall be deemed to have occurred automatically upon the occurrence of such event. Upon any such
declaration or automatic occurrence, (i) the Borrower shall cease purchasing Loan Assets from the Seller under the Purchase and
Sale Agreement, (ii) the Administrative Agent or all of the Lenders may declare the Variable Funding Note to be immediately due
and payable in full (without presentment, demand, protest or notice of any kind all of which are hereby waived by the Borrower)
and any other Obligations to be immediately due and payable, and (iii) all proceeds and distributions in respect of the Portfolio
Assets shall be distributed by the Collateral Agent (at the direction of the Administrative Agent) as described in Section 2.04(d)
(provided that the Borrower shall in any event remain liable to pay such Advances and all such amounts and Obligations immediately
in accordance with Section 2.04(f)). In addition, upon any such declaration or upon any such automatic occurrence, the Collateral
Agent, on behalf of the Secured Parties and at the direction of the Administrative Agent, shall have, in addition to all other
rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction
and other Applicable Law, which rights shall be cumulative. Without limiting any obligation of the Servicer hereunder, the Borrower
confirms and agrees that the Collateral Agent, on behalf of the Secured Parties and at the direction of the Administrative Agent,
(or any designee thereof, including, without limitation, the Servicer), following an Event of Default, shall, at its option, have
the sole right to enforce the Borrower’s rights and remedies under each Assigned Document, but without any obligation on
the part of the Administrative Agent, the Lenders, the Lender Agents or any of their respective Affiliates to perform any of the
obligations of the Borrower under any such Assigned Document. If any Event of Default shall have occurred, the Yield Rate shall
be increased pursuant to the increase set forth in the definition of “Applicable Spread”, effective as of the date
of the occurrence of such Event of Default, and shall apply after the occurrence of such Event of Default.


 


Furthermore, any “materiality”
qualifier in any covenant, representation or warranty in any Transaction Document shall be disregarded for the Events of Default
in Section 7.01(b) and (n). For the avoidance of doubt, the “materiality” qualifier set forth in Section
7.01(b) and (n) shall not be impacted or negated by this paragraph.


  


SECTION 7.02         Additional
Remedies of the Administrative Agent.


 





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(a)          If,
(i) upon the Administrative Agent’s or the Lenders’ declaration that the Advances made to the Borrower hereunder are
immediately due and payable pursuant to Section 7.01 upon the occurrence of an Event of Default or (ii) on the Facility
Maturity Date, the aggregate outstanding principal amount of the Advances, all accrued and unpaid Fees and Yield and any other
Obligations are not immediately paid in full, then the Collateral Agent (acting as directed by the Administrative Agent) or the
Administrative Agent, in addition to all other rights specified hereunder, shall have the right, in its own name and as agent for
the Lenders and Lender Agents, to immediately sell (at the Servicer’s expense) in a commercially reasonable manner, in a
recognized market (if one exists) at such price or prices as the Administrative Agent may reasonably deem satisfactory, any or
all of the Collateral Portfolio and apply the proceeds thereof to the Obligations.


 


(b)          The
parties recognize that it may not be possible to sell all of the Collateral Portfolio on a particular Business Day, or in a
transaction with the same purchaser, or in the same manner because the market for the assets constituting the Collateral
Portfolio may not be liquid. Accordingly, the Administrative Agent may elect, in its sole discretion, the time and manner of
liquidating any of the Collateral Portfolio, and nothing contained herein shall obligate the Administrative Agent to
liquidate any of the Collateral Portfolio on the date the Administrative Agent or all of the Lender Agents declares the
Advances made to the Borrower hereunder to be immediately due and payable pursuant to Section 7.01 or to liquidate all
of the Collateral Portfolio in the same manner or on the same Business Day.


 


(c)          If
the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent proposes to sell the Collateral
Portfolio or any part thereof in one or more parcels at a public or private sale, at the request of the Collateral Agent or the
Administrative Agent, as applicable, the Borrower and the Servicer shall make available to (i) the Administrative Agent, on a timely
basis, all information (including any information that the Borrower and the Servicer is required by law or contract to be kept
confidential) relating to the Collateral Portfolio subject to sale, including, without limitation, copies of any disclosure documents,
contracts, financial statements of the applicable Obligors, covenant certificates and any other materials requested by the Administrative
Agent, and (ii) each prospective bidder, on a timely basis, all reasonable information relating to the Collateral Portfolio subject
to sale, including, without limitation, copies of any disclosure documents, contracts, financial statements of the applicable Obligors,
covenant certificates and any other materials reasonably requested by each such bidder.


 


(d)          Each
of the Borrower and the Servicer agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming
through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption
law now or hereafter in force in any locality where any Collateral Portfolio may be situated in order to prevent, hinder or delay
the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral Portfolio or any part thereof,
or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and each of
the Borrower and the Servicer, for itself and all who may at any time claim through or under it, hereby waives, to the full extent
that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or assets constituting
the Collateral Portfolio marshaled upon any such sale, and agrees that the Collateral Agent, or the Administrative Agent on its
behalf, or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral
Portfolio as an entirety or in such parcels as the Collateral Agent (acting at the direction of the Administrative Agent) or such
court may determine.


 




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(e)          Any
amounts received from any sale or liquidation of the Collateral Portfolio pursuant to this Section 7.02 in excess of the
Obligations will be applied by the Collateral Agent (as directed by the Administrative Agent) in accordance with the provisions
of Section 2.04(d), or as a court of competent jurisdiction may otherwise direct.


 


(f)          The
Administrative Agent, the Lender Agents and the Lenders shall have, in addition to all the rights and remedies provided herein
and provided by applicable federal, state, foreign, and local laws (including, without limitation, the rights and remedies of a
secured party under the UCC of any applicable state, to the extent that the UCC is applicable, and the right to offset any mutual
debt and claim), all rights and remedies available to the Lenders at law, in equity or under any other agreement between any Lender
and the Borrower.


 


(g)          Except
as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy,
each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or
remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default.


 


(h)          Each
of the Borrower and the Servicer hereby irrevocably appoints each of the Collateral Agent and the Administrative Agent its true
and lawful attorney (with full power of substitution) in its name, place and stead and at is expense, in connection with the enforcement
of the rights and remedies provided for in this Agreement, including without limitation the following powers: (a) to give any necessary
receipts or acquittance for amounts collected or received hereunder, (b) to make all necessary transfers of the Collateral Portfolio
in connection with any such sale or other disposition made pursuant hereto, (c) to execute and deliver for value all necessary
or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower
and the Servicer hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant
hereto, and (d) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless,
if so requested by the Collateral Agent or the Administrative Agent, the Borrower shall ratify and confirm any such sale or other
disposition by executing and delivering to the Collateral Agent or the Administrative Agent or all proper bills of sale, assignments,
releases and other instruments as may be designated in any such request.


 


ARTICLE VIII.


 


INDEMNIFICATION


 


SECTION 8.01         Indemnities
by the Borrower.


 


(a)          Without
limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender
Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have
hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties,
Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and
each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified
Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities
and related reasonable costs and expenses, including reasonable attorneys’ fees, costs and expenses (all of the
foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred
by such Indemnified Party arising out of or as a result of this Agreement or in respect of any of the Collateral Portfolio,
excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful
misconduct on the part of an Indemnified Party or (b) Loan Assets which are uncollectible due to the
Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified
Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the
conditions set forth in (a) or (b) above):


 





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(i)          any
Loan Asset treated as or represented by the Borrower to be an Eligible Loan Asset which is not at the applicable time an Eligible
Loan Asset, or the purchase by any party or origination of any Loan Asset which violates Applicable Law;


 


(ii)         reliance
on any representation or warranty made or deemed made by the Borrower, the Servicer (if BDCA or one of its Affiliates is the Servicer)
or any of their respective officers under or in connection with this Agreement or any Transaction Document, which shall have been
false or incorrect in any respect when made or deemed made or delivered;


 


(iii)        the
failure by the Borrower or the Servicer (if BDCA or one of its Affiliates is the Servicer) to comply with any term, provision or
covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law with
respect to any item of Collateral Portfolio, or the nonconformity of any item of Collateral Portfolio with any such Applicable
Law;


 


(iv)        the
failure to vest and maintain vested in the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected
security interest in the Collateral Portfolio, free and clear of any Lien other than Permitted Liens, whether existing at the time
of the related Advance or at any time thereafter;


 


(v)         on
each Business Day prior to the Collection Date, the occurrence of a Borrowing Base Deficiency and the same continues unremedied
for three Business Days or such longer period of time as contemplated by Section 2.06(a);


 


(vi)        the
failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents
under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Loan Assets included in the Collateral
Portfolio or the other Portfolio Assets related thereto, whether at the time of any Advance or at any subsequent time;


 




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(vii)       any
dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) to the payment of any Loan Asset included
in the Collateral Portfolio (including, without limitation, a defense based on such Loan Asset (or the Loan Agreement evidencing
such Loan Asset) not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its
terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral Portfolio or the furnishing
or failure to furnish such merchandise or services;


 


(viii)      any
failure of the Borrower or the Servicer (if BDCA or one of its Affiliates is the Servicer) to perform its duties or obligations
in accordance with the provisions of the Transaction Documents to which it is a party or any failure by BDCA, the Borrower or any
Affiliate thereof to perform its respective duties under any Collateral Portfolio;


 


(ix)         any
inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be
located as a result of the failure of the Borrower or the Seller to qualify to do business or file any notice or business activity
report or any similar report;


 


(x)          any
action taken by the Borrower or the Servicer in the enforcement or collection of the Collateral Portfolio which results in any
claim, suit or action of any kind pertaining to the Collateral Portfolio or which reduces or impairs the rights of the Administrative
Agent, any Lender Agent or any Lender with respect
to any Loan Asset or the value of any such Loan Asset;


 


(xi)         any
products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort
arising out of or in connection with the Underlying Collateral or services that are the subject of any Collateral Portfolio;


 


(xii)        any
claim, suit or action of any kind arising out of or in connection with Environmental Laws relating to the Borrower or the Collateral
Portfolio, including any vicarious liability;


 


(xiii)       the
failure by the Borrower to pay when due any Taxes for which the Borrower is liable, including, without limitation, sales, excise
or personal property Taxes payable in connection with the Collateral Portfolio;


 


(xiv)      any
repayment by the Administrative Agent, the Lender Agents, the Lenders or a Secured Party of any amount previously distributed in
payment of Advances or payment of Yield or Fees or any other amount due hereunder, in each case which amount the Administrative
Agent, the Lender Agents, the Lenders or a Secured Party believes in good faith is required to be repaid;


 


(xv)       except
in the case of any Excluded Collections or Excluded Amounts, the commingling by the Borrower or the Servicer of payments and collections
required to be remitted to the Collection Account with other funds;


 




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(xvi)      any
investigation, litigation or proceeding related to this Agreement (or the Transaction Documents), or the use of proceeds of
Advances or the Collateral Portfolio, or the administration of the Loan Assets by the Borrower or the Servicer (to the extent
the Servicer is an Affiliate of the Borrower);


 


(xvii)     any
failure by the Borrower to give reasonably equivalent value to Seller in consideration for the transfer by the Seller to the Borrower
of any item of Collateral Portfolio or any attempt by any Person to void or otherwise avoid any such transfer under any statutory
provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code;


 


(xviii)    the
use of the proceeds of any Advance in a manner other than as provided in this Agreement and the Transaction Documents; and/or


 


(xix)       any
failure of the Borrower, the Servicer or any of their respective agents or representatives to remit to the Collection Account within
two Business Days of receipt, payments and collections with respect to the Collateral Portfolio remitted to the Borrower, the Servicer
or any such agent or representative (other than such a failure on the part of Wells Fargo or any of its Affiliates in the capacity
of Servicer, if applicable).


 


(b)          Any
amounts subject to the indemnification provisions of this Section 8.01 shall be paid by the Borrower to the Administrative
Agent on behalf of the applicable Indemnified Party on the Payment Date following the Administrative Agent’s written demand
therefor on behalf of the applicable Indemnified Party (and the Administrative Agent shall pay such amounts to the applicable Indemnified
Party promptly after the receipt by the Administrative Agent of such amounts). The Administrative Agent, on behalf of any Indemnified
Party making a request for indemnification under this Section 8.01, shall submit to the Borrower a certificate setting forth
in reasonable detail the basis for and the computations of the Indemnified Amounts with respect to which such indemnification is
requested, which certificate shall be conclusive absent demonstrable error.


 


(c)          If
for any reason the indemnification provided above in this Section 8.01  is unavailable to the Indemnified Party or is insufficient
to hold an Indemnified Party harmless in respect of any losses, claims, damages or liabilities, then the Borrower shall contribute
to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion
as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Borrower
or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other
relevant equitable considerations.


 


(d)          If
the Borrower has made any payments in respect of Indemnified Amounts to the Administrative Agent on behalf of an Indemnified Party
pursuant to this Section 8.01 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified
Party will promptly repay such amounts collected to the Borrower, without interest.


 


(e)          The
obligations of the Borrower under this Section 8.01  shall survive the resignation or removal of the Administrative Agent,
the Lenders, the Lender Agents, the Servicer, the Collateral Agent, the Account Bank or the Collateral Custodian and the termination
of this Agreement.


 




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SECTION 8.02         Indemnities
by Servicer.


 


(a)          Without
limiting any other rights which any Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees
to indemnify each Indemnified Party from and against any and all Indemnified Amounts, awarded against or incurred by any
Indemnified Party as a consequence of any of the following, excluding, however, Indemnified Amounts to the extent resulting
from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party claiming indemnification
hereunder:


 


(i)          the
inclusion, in any computations made by it in connection with any Borrowing Base Certificate or other report prepared by it
hereunder, of any Loan Assets which were not Eligible Loan Assets as of the date of any such computation;


 


(ii)         reliance
on any representation or warranty made or deemed made by the Servicer or any of its officers under or in connection with this Agreement
or any other Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered
by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when made
or deemed made or delivered;


 


(iii)        the
failure by the Servicer to comply with (A) any term, provision or covenant contained in this Agreement or any other Transaction
Document, or any other agreement executed in connection with this Agreement, or (B) any Applicable Law applicable to it with respect
to any Portfolio Assets;


 


(iv)        any
litigation, proceedings or investigation against the Servicer;


 


(v)         any
action or inaction by the Servicer that causes the Collateral Agent, for the benefit of the Secured Parties, not to have a first
priority perfected security interest in the Collateral Portfolio, free and clear of any Lien other than Permitted Liens, whether
existing at the time of the related Advance or any time thereafter;


 


(vi)        except
in the case of any Excluded Collections or Excluded Amounts, the commingling by the Servicer of payments and collections required
to be remitted to the Collection Account with other funds;


 


(vii)       any
failure of the Servicer or any of its agents or representatives (including, without limitation, agents, representatives and employees
of such Servicer acting pursuant to authority granted under Section 6.01) to remit to Collection Account, payments and collections
with respect to Loan Assets remitted to the Servicer or any such agent or representative within two Business Days of receipt;


 


(viii)      the
failure by the Servicer to perform any of its duties or obligations in accordance with the provisions of this Agreement or any
other Transaction Document or errors or omissions related to such duties;


 




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(ix)         failure
or delay in assisting a successor Servicer in assuming each and all of the Servicer’s obligations to service and administer
the Collateral Portfolio, or failure or delay in complying with instructions from the Administrative Agent with respect thereto
(solely to the extent the Administrative Agent is permitted to give the related instructions under the terms of the Transaction
Documents); and/or


 


(x)          any
of the events or facts giving rise to a breach of any of the Servicer’s representations, warranties, agreements and/or covenants
set forth in Article IV, Article V or Article VI.


 


(b)          Any
Indemnified Amounts shall be paid by the Servicer to the Administrative Agent, for the benefit of the applicable Indemnified
Party, within two Business Days following receipt by the Servicer of the Administrative Agent’s written demand therefor
(and the Administrative Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the
Administrative Agent of such amounts).


 


(c)          If
the Servicer has made any indemnity payments to the Administrative Agent, on behalf of an Indemnified Party pursuant to this Section
8.02 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will promptly repay
such amounts collected to the Servicer, without interest.


 


(d)          The
Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse
for Loan Assets which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability
to pay of the related Obligor.


 


(e)          The
obligations of the Servicer under this Section 8.02 shall survive the resignation or removal of the Administrative Agent,
the Lenders, the Lender Agents, the Collateral Agent, the Account Bank or the Collateral Custodian and the termination of this
Agreement.


 


(f)          Any
indemnification pursuant to this Section 8.02 shall not be payable from the Collateral Portfolio.


 


Each applicable
Indemnified Party shall deliver to the Indemnifying Party under Sections 8.01 and 8.02, within a reasonable time
after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by
such Indemnified Party relating to the claim giving rise to the Indemnified Amounts.


 


SECTION 8.03         Legal
Proceedings. In the event an Indemnified Party becomes involved in any action, claim, or legal, governmental or administrative
proceeding (an “Action”) for which it seeks indemnification hereunder, the Indemnified Party shall promptly
notify the other party or parties against whom it seeks indemnification (the “Indemnifying Party”) in writing
of the nature and particulars of the Action; provided that its failure to do so shall not relieve the Indemnifying Party
of its obligations hereunder except to the extent such failure has a material adverse effect on the Indemnifying Party. Upon written
notice to the Indemnified Party acknowledging in writing that the indemnification provided hereunder applies to the Indemnified
Party in connection with the Action (subject to the exclusion in the first sentence of Section 8.01, the first sentence
of Section 8.02 or Section 8.02(d), as applicable), the Indemnifying Party may assume the defense of the Action at
its expense with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to retain separate
counsel in connection with the Action, and the Indemnifying Party shall not be liable for the reasonable attorneys’ fees
and expenses of the Indemnified Party after the Indemnifying Party has done so; provided that if the Indemnified Party determines
in good faith that there may be a conflict between the positions of the Indemnified Party and the Indemnifying Party in connection
with the Action, or that the Indemnifying Party is not conducting the defense of the Action in a manner reasonably protective of
the interests of the Indemnified Party, the reasonable attorneys’ fees and expenses of the Indemnified Party shall be paid
by the Indemnifying Party; provided, further, that the Indemnifying Party shall not, in connection with any one Action
or separate but substantially similar or related Actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees or expenses of more than one separate firm of attorneys (and any required local counsel)
for such Indemnified Party, which firm (and local counsel, if any) shall be designated in writing to the Indemnifying Party by
the Indemnified Party. If the Indemnifying Party elects to assume the defense of the Action, it shall have full control over the
conduct of such defense; provided that the Indemnifying Party and its counsel shall, as reasonably requested by the Indemnified
Party or its counsel, consult with and keep them informed with respect to the conduct of such defense. The Indemnifying Party shall
not settle an Action without the prior written approval of the Indemnified Party unless such settlement provides for the full and
unconditional release of the Indemnified Party from all liability in connection with the Action. The Indemnified Party shall reasonably
cooperate with the Indemnifying Party in connection with the defense of the Action.


 





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SECTION 8.04         After-Tax
Basis. Indemnification under Sections 8.01 and 8.02 shall be in an amount necessary to make the Indemnified
Party whole after taking into account any Tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder,
including the effect of such Tax or refund on the amount of Tax measured by net income or profits that is or was payable by the
Indemnified Party.


 


ARTICLE IX.


 


THE ADMINISTRATIVE AGENT AND
LENDER AGENTS


 


SECTION 9.01         The
Administrative Agent.


 


(a)          Appointment.
Each Lender Agent and each Secured Party hereby appoints and authorizes the Administrative Agent as its agent hereunder and
hereby further authorizes the Administrative Agent to appoint additional agents to act on its behalf and for the benefit of each
Lender Agent and each Secured Party. Each Lender Agent and each Secured Party further authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are
delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document,
the Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement, nor
shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or Lender Agent, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction
Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use
of the term “agent” in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely
as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting
parties.


 






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(b)          Delegation
of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by
or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining
to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in
fact that it selects with reasonable care


 


(c)          Administrative
Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall
be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement
or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Each Lender, Lender
Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any
action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement
or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting
the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Seller),
independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken
in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation
and shall not be responsible for any statements, warranties or representations made in or in connection with this Agreement; (iii)
shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions
of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Seller, or the Servicer or to inspect
the property (including the books and records) of the Borrower, the Seller, or the Servicer; (iv) shall not be responsible for
the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction
Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in
respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone),
consent, certificate or other instrument or writing (which may be by email or facsimile) believed by it to be genuine and signed
or sent by the proper party or parties.


 




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(d)          Actions
by Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under
this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Lender Agents
as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders and Lender Agents
against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.
The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or
any other Transaction Document in accordance with a request or consent of the Lender Agents; provided, that, notwithstanding
anything to the contrary herein, the Administrative Agent shall not be required to take any action hereunder if the taking of
such action, in the reasonable determination of the Administrative Agent, shall be in violation of any Applicable Law or contrary
to any provision of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise. In the event
the Administrative Agent requests the consent of a Lender Agent pursuant to the foregoing provisions and the Administrative Agent
does not receive a consent (either positive or negative) from such Person within ten Business Days of such Person’s receipt
of such request, then such Lender or Lender Agent shall be deemed to have declined to consent to the relevant action.


 


(e)          Notice
of Event of Default, Unmatured Event of Default or Servicer Termination Event. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of an Event of Default, Unmatured Event of Default or Servicer Termination Event
unless the Administrative Agent has received written notice from a Lender, Lender Agent, the Borrower or the Servicer referring
to this Agreement, describing such Event of Default, Unmatured Event of Default or Servicer Termination Event and stating that
such notice is a “Notice of Event of Default,” “Notice of Unmatured Event of Default” or “Notice
of Servicer Termination Event,” as applicable. The Agent shall (subject to Section 9.01(c)) take such action with
respect to such Event of Default, Unmatured Event of Default or Servicer Termination Event as may be requested by the Lender Agents
acting jointly or as the Administrative Agent shall deem advisable or in the best interest of the Lender Agents.


 


(f)          Credit
Decision with Respect to the Administrative Agent. Each Lender Agent and each Secured Party acknowledges that none of the Administrative
Agent or any of its Affiliates has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter
taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower, the Servicer, the Seller
or any of their respective Affiliates or review or approval of any of the Collateral Portfolio, shall be deemed to constitute any
representation or warranty by any of the Administrative Agent or its Affiliates to any Lender Agent as to any matter, including
whether the Administrative Agent has disclosed material information in its possession. Each Lender Agent and each Secured Party
acknowledges that it has, independently and without reliance upon the Administrative Agent, or any of the Administrative Agent’s
Affiliates, and based upon such documents and information as it has deemed appropriate, made its own evaluation and decision to
enter into this Agreement and the other Transaction Documents to which it is a party. Each Lender Agent and each Secured Party
also acknowledges that it will, independently and without reliance upon the Administrative Agent, or any of the Administrative
Agent’s Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make
its own decisions in taking or not taking action under this Agreement and the other Transaction Documents to which it is a party.
Each Lender Agent and each Secured Party hereby agrees that the Administrative Agent shall not have any duty or responsibility
to provide any Lender Agent with any credit or other information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower, the Servicer, the Seller or their respective Affiliates which may come
into the possession of the Administrative Agent or any of its Affiliates.


 




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(g)          Indemnification
of the Administrative Agent. Each Lender Agent agrees to indemnify the Administrative Agent (to the extent not reimbursed by
the Borrower or the Servicer), ratably in accordance with the Pro Rata Share of its related Lender, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or
arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Administrative Agent
hereunder or thereunder; provided that the Lender Agents shall not be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s
gross negligence or willful misconduct; provided, further, that no action taken in accordance with the directions of the
Lender Agents shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article IX. Without
limitation of the foregoing, each Lender Agent agrees to reimburse the Administrative Agent, ratably in accordance with the Pro
Rata Share of its related Lender, promptly upon demand for any reasonable out-of-pocket expenses (including reasonable attorneys’
fees, costs and expenses) incurred by the Administrative Agent in connection with the administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities
under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or
otherwise in respect of the Lender Agents or Lenders hereunder and/or thereunder and to the extent that the Administrative Agent
is not reimbursed for such expenses by the Borrower or the Servicer.


 


(h)          Successor
Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor
Administrative Agent as provided below, by giving at least five days’ written notice thereof to each Lender Agent and the
Borrower and may be removed at any time with cause by the Lender Agents and the Borrower acting jointly. Upon any such resignation
or removal, the Lender Agents acting jointly (so long as no Event of Default has occurred and is continuing, with the consent of
the Borrower) shall appoint a successor Administrative Agent. Each Lender Agent agrees that it shall not unreasonably withhold
or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have
been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving
of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf
of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial
bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least
$50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from
its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder
as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under this Agreement.


 




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(i)          Payments
by the Administrative Agent. Unless specifically allocated to a specific Lender Agent pursuant to the terms of this Agreement,
all amounts received by the Administrative Agent on behalf of the Lender Agents shall be paid by the Administrative Agent to the
Lender Agents in accordance with their related Lender’s respective Pro Rata Shares in the applicable Advances Outstanding,
or if there are no Advances Outstanding in accordance with their related Lender’s most recent Commitments, on the Business
Day received by the Administrative Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case
the Administrative Agent shall use its reasonable efforts to pay such amounts to each Lender Agent on such Business Day, but,
in any event, shall pay such amounts to such Lender Agent not later than the following Business Day.


 


SECTION 9.02         The
Lender Agents. 


 


(a)          Authorization
and Action. Each Lender, respectively, hereby designates and appoints its applicable Lender Agent to act as its agent hereunder
and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to
exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents,
together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilities, except
those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and
no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be
read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions
and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender
and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower
or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required
to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction
Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible
payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement
deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender
Agent).


 


(b)          Delegation
of Duties. Each Lender Agent may execute any of its duties under this Agreement and each other Transaction Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Lender
Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.


 




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(c)          Exculpatory
Provisions. Neither any Lender Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action
lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Transaction Document
(except for its, their or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any manner to
its related Lender for any recitals, statements, representations or warranties made by the Borrower or the Servicer contained in
Article IV, any other Transaction Document or any certificate, report, statement or other document referred to or provided
for in, or received under or in connection with, this Agreement or any other Transaction Document, or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Transaction Document or any other document
furnished in connection herewith or therewith, or for any failure of the Borrower or the Servicer to perform its obligations hereunder
or thereunder, or for the satisfaction of any condition specified in this Agreement, or for the perfection, priority, condition,
value or sufficiency of any collateral pledged in connection herewith. No Lender Agent shall be under any obligation to its related
Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions
of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the Borrower or the Servicer.
No Lender Agent shall be deemed to have knowledge of any Event of Default or Unmatured Event of Default unless such Lender Agent
has received notice from the Borrower or its related Lender.


 


(d)          Reliance
by Lender Agent. Each Lender Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any
document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants
and other experts selected by such Lender Agent. Each Lender Agent shall in all cases be fully justified in failing or refusing
to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence
of its related Lender as it deems appropriate and it shall first be indemnified to its satisfaction by its related Lender; provided
that, unless and until such Lender Agent shall have received such advice, such Lender Agent may take or refrain from taking
any action, as the Lender Agent shall deem advisable and in the best interests of its related Lender. Each Lender Agent shall in
all cases be fully protected in acting, or in refraining from acting, in accordance with a request of its related Lender, and such
request and any action taken or failure to act pursuant thereto shall be binding upon its related Lender.


 


(e)          Non-Reliance
on Lender Agent. Each Lender expressly acknowledges that neither its related Lender Agent, nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by such Lender
Agent hereafter taken, including, without limitation, any review of the affairs of the Borrower or the Servicer, shall be deemed
to constitute any representation or warranty by such Lender Agent. Each Lender represents and warrants to its related Lender Agent
that it has and will, independently and without reliance upon its related Lender Agent, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial
and other conditions and creditworthiness of the Borrower and made its own decision to enter into this Agreement, the other Transaction
Documents and all other documents related hereto or thereto.


 


(f)          Lender
Agents are in their Respective Individual Capacities. Each Lender Agent and its Affiliates may make loans to, accept deposits
from and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as though such Lender Agent
were not a Lender Agent hereunder. With respect to Advances pursuant to this Agreement, each Lender Agent shall have the same rights
and powers under this Agreement in its individual capacity as any Lender and may exercise the same as though it were not a Lender
Agent, and the terms “Lender,” and “Lenders,” shall include the Lender Agent in its individual capacity.


 




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(g)          Successor
Lender Agent. Each Lender Agent may, upon five days’ notice to the Borrower and its related Lender, and such Lender Agent
will, upon the direction of its related Lender resign as the Lender Agent for such Lender. If any Lender Agent shall resign, then
its related Lender during such five day period shall appoint a successor agent. If for any reason no successor agent is appointed
by such Lender during such five day period, then effective upon the termination of such five day period, and the Borrower shall
make all payments in respect of the Obligations due to such Lender directly to such Lender, and for all purposes shall deal directly
with such Lender. After any retiring Lender Agent’s resignation hereunder as a Lender Agent, the provisions of Articles
VIII and IX shall inure to its benefit with respect to any actions taken or omitted to be taken by it while it was a Lender
Agent under this Agreement.


 


ARTICLE X.


 


COLLATERAL AGENT


 


SECTION 10.01         Designation
of Collateral Agent. 


 


(a)          Initial
Collateral Agent. Each of the Borrower, the Lender Agents and the Administrative Agent hereby designate and appoint the Collateral
Agent to act as its agent for the purposes of perfection of a security interest in the Collateral Portfolio and hereby authorizes
the Collateral Agent to take such actions on its behalf and on behalf of each of the Secured Parties and to exercise such powers
and perform such duties as are expressly granted to the Collateral Agent by this Agreement. The Collateral Agent hereby accepts
such agency appointment to act as Collateral Agent pursuant to the terms of this Agreement, until its resignation or removal as
Collateral Agent pursuant to the terms hereof.


 


(b)          Successor
Collateral Agent. Upon the Collateral Agent’s receipt of a Collateral Agent Termination Notice from the Administrative
Agent of the designation of a successor Collateral Agent pursuant to the provisions of Section 10.05, the Collateral Agent
agrees that it will terminate its activities as Collateral Agent hereunder.


 


(c)          Secured
Party. The Administrative Agent, the Lender Agents and the Lenders hereby appoint U.S. Bank, in its capacity as Collateral
Agent hereunder, as their agent for the purposes of perfection of a security interest in the Collateral Portfolio. U.S. Bank, in
its capacity as Collateral Agent hereunder, hereby accepts such appointment and agrees to perform the duties set forth in Section
10.02(b).


 


SECTION 10.02         Duties
of Collateral Agent.


 


(a)          Appointment.
The Borrower, the Lender Agents and the Administrative Agent each hereby appoints U.S. Bank to act as Collateral Agent, for the
benefit of the Secured Parties. The Collateral Agent hereby accepts such appointment and agrees to perform the duties and obligations
with respect thereto set forth herein.


 


(b)          Duties.
On or before the initial Advance Date, and until its removal pursuant to Section 10.05, the Collateral Agent shall perform,
on behalf of the Secured Parties, the following duties and obligations:


 




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(i)          The
Collateral Agent shall calculate amounts to be remitted pursuant to Section 2.04 to the applicable parties and notify the
Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the
Servicing Report (such dispute to be resolved in accordance with Section 2.05);


 


(ii)         The
Collateral Agent shall make payments pursuant to the terms of the Servicing Report or as otherwise directed in accordance with
Sections 2.04 or 2.05  (the “Payment Duties”).


 


(iii)        The
Collateral Agent shall provide to the Servicer a copy of all written notices and communications identified as being sent to it
in connection with the Loan Assets and the other Collateral Portfolio held hereunder which it receives from the related Obligor,
participating bank and/or agent bank. In no instance shall the Collateral Agent be under any duty or obligation to take any action
on behalf of the Servicer in respect of the exercise of any voting or consent rights, or similar actions, unless it receives specific
written instructions from the Servicer, prior to the occurrence of an Event of Default or the Administrative Agent, after the occurrence
of Event of Default, in which event the Collateral Agent shall vote, consent or take such other action in accordance with such
instructions.


 


(c)          (i)          The
Administrative Agent, each Lender Agent and each Secured Party further authorizes the Collateral Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to
the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance,
and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Agent (acting at the direction
of the Administrative Agent) as its agent to execute and deliver all further instruments and documents, and take all further action
that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests
granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including,
without limitation, the execution by the Collateral Agent as secured party/assignee of such financing or continuation statements,
or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and
such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section
10.02(c) shall be deemed to relieve the Borrower or the Servicer of their respective obligations to protect the interest of
the Collateral Agent (for the benefit of the Secured Parties) in the Collateral Portfolio, including to file financing and continuation
statements in respect of the Collateral Portfolio in accordance with Section 5.01(t).


 




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(ii)         The
Administrative Agent may direct the Collateral Agent to take any such incidental action hereunder. With respect to other actions
which are incidental to the actions specifically delegated to the Collateral Agent hereunder, the Collateral Agent shall not be
required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully
protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral
Agent shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise
if the taking of such action, in the reasonable determination of the Collateral Agent, (A) shall be in violation of any Applicable
Law or contrary to any provisions of this Agreement or (B) shall expose the Collateral Agent to liability hereunder or otherwise
(unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral
Agent requests the consent of the Administrative Agent and the Collateral Agent does not receive a consent (either positive or
negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall
be deemed to have declined to consent to the relevant action.


 


(iii) Except
as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to
exercise or enforce any power, right or remedy available to it under this Agreement (x) unless and until (and to the extent) expressly
so directed by the Administrative Agent or (y) prior to the Facility Maturity Date (and upon such occurrence, the Collateral Agent
shall act in accordance with the written instructions of the Administrative Agent pursuant to clause (x)). The Collateral Agent
shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured
Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative
Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default,
unless a Responsible Officer of the Collateral Agent has knowledge of such matter or written notice thereof is received by the
Collateral Agent.


 


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


 


(f)          Concurrently
herewith, the Administrative Agent directs the Collateral Agent and the Collateral Agent is authorized to enter into the Pledge
Agreement and Collection Account Agreement. For the avoidance of doubt, all of the Collateral Agent’s rights, protections
and immunities provided herein shall apply to the Collateral Agent for any actions taken or omitted to be taken under the Pledge
Agreement and Collection Account Agreement in such capacity.


 


SECTION 10.03         Merger
or Consolidation.


 





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Any Person (i) into which
the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral
Agent shall be a party or (iii) that may succeed to the properties and assets of the Collateral Agent substantially as a whole,
which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Collateral Agent
hereunder, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this
Agreement.


 


SECTION 10.04         Collateral
Agent Compensation.


 


As compensation for its
Collateral Agent activities hereunder, the Collateral Agent shall be entitled to the Collateral Agent Fees and Collateral Agent
Expenses from the Borrower, payable to the extent of funds available therefor pursuant to the provisions of Section 2.04.
The Collateral Agent’s entitlement to receive the Collateral Agent Fees shall cease on the earlier to occur of: (i) its removal
as Collateral Agent pursuant to Section 10.05 or (ii) the termination of this Agreement.


 


SECTION 10.05         Collateral
Agent Removal.


 


The Collateral Agent
may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Collateral Agent (the “Collateral
Agent Termination Notice”); provided, notwithstanding its receipt of a Collateral Agent Termination Notice, the
Collateral Agent shall continue to act in such capacity until a successor Collateral Agent has been appointed by the Administrative
Agent and, so long as no Event of Default has occurred and is continuing and the Borrower has agreed to act as Collateral Agent
hereunder; provided that the Collateral Agent shall continue to receive the amounts payable in accordance with Section
10.04 while so serving as the Collateral Agent prior to a successor Collateral Agent being appointed.


 


SECTION 10.06         Limitation
on Liability.


 


(a)          The
Collateral Agent may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice,
letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been
signed by the proper party or parties. The Collateral Agent may rely conclusively on and shall be fully protected in acting upon
(a) the written instructions of any designated officer of the Administrative Agent or (b) the verbal instructions of the Administrative
Agent.


 


(b)          The
Collateral Agent may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice
or opinion of such counsel.


 


(c)          The
Collateral Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith,
or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case
of its willful misconduct or grossly negligent performance or omission of its duties.


 




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(d)          The
Collateral Agent makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement)
as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the
Collateral Portfolio, and will not be required to and will not make any representations as to the validity or value (except as
expressly set forth in this Agreement) of any of the Collateral Portfolio. The Collateral Agent shall not be obligated to take
any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity
reasonably satisfactory to it.


 


(e)          The
Collateral Agent shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth
in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Agent. Notwithstanding
any provision to the contrary elsewhere in the Transaction Documents, the Collateral Agent shall not have any fiduciary relationship
with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities
shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Agent. Without limiting
the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral Agent
shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility.


 


(f)          The
Collateral Agent shall not be required to expend or risk its own funds in the performance of its duties hereunder.


 


(g)          It
is expressly agreed and acknowledged that the Collateral Agent is not guaranteeing performance of or assuming any liability for
the obligations of the other parties hereto or any parties to the Collateral Portfolio.


 


(h)          Subject
in all cases to the last sentence of Section 2.05, in case any reasonable question arises as to its duties hereunder, the
Collateral Agent may, prior to the occurrence of an Event of Default or the Facility Maturity Date, request instructions from the
Servicer and may, after the occurrence of an Event of Default or the Facility Maturity Date, request instructions from the Administrative
Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer
or the Administrative Agent, as applicable. The Collateral Agent shall in all events have no liability, risk or cost for any action
taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall the Collateral Agent be
liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


(i)          The
Collateral Agent shall not be liable for the acts or omissions of the Collateral Custodian under this Agreement and shall not be
required to monitor the performance of the Collateral Custodian. Notwithstanding anything herein to the contrary, the Collateral
Agent shall have no duty to perform any of the duties of the Collateral Custodian under this Agreement. In the event the Collateral
Custodian is also the Collateral Agent, the Collateral Custodian is entitled to all of the rights, protections and benefits of
the Collateral Agent.


 




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SECTION 10.07         Collateral
Agent Resignation.


 


The Collateral Agent
may resign at any time by giving not less than 90 days written notice thereof to the Administrative Agent and with the consent
of the Administrative Agent, which consent shall not be unreasonably withheld. Upon receiving such notice of resignation, the Administrative
Agent and, so long as no Event of Default has occurred and is continuing, the Borrower shall, within a reasonable amount of time
of receiving such notice, appoint a successor collateral agent or collateral agents by written instrument, in duplicate, executed
by the Administrative Agent, one copy of which shall be delivered to the Collateral Agent so resigning and one copy to the successor
collateral agent or collateral agents, together with a copy to the Borrower, Servicer and Collateral Custodian. If no successor
collateral agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been
delivered to the Collateral Agent within 45 days after the giving of such notice of resignation, the resigning Collateral Agent
may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. Notwithstanding anything
herein to the contrary, the Collateral Agent may not resign prior to a successor Collateral Agent being appointed.


 


ARTICLE XI.


 


MISCELLANEOUS


 


SECTION 11.01         Amendments
and Waivers.


 


(a)          (i)
No amendment or modification of any provision of this Agreement shall be effective without the written agreement of the Borrower,
the Servicer, the Required Lenders, the Administrative Agent and, solely if such amendment or modification would adversely affect
the rights and obligations of the Collateral Agent, the Account Bank or the Collateral Custodian, the written agreement of the
Collateral Agent, the Account Bank or the Collateral Custodian, as applicable and (ii) no termination or waiver of any provision
of this Agreement or consent to any departure therefrom by the Borrower or the Servicer shall be effective without the written
concurrence of the Administrative Agent and the Required Lenders. Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.


 


(b)          Notwithstanding
the provisions of Section 11.01(a), the written consent of all of the Lenders shall be required for any amendment, modification
or waiver (i) reducing any outstanding Advances, or the Yield thereon, (ii) postponing any date for any payment of any Advance,
or the Yield thereon, (iii) modifying the provisions of  Section 2.04, (iv) modifying the provisions
of Section 2.22, (ivv) modifying the provisions of this Section 11.01 or11.01,
(vvi) extending the Stated Maturity Date or clause (i) of the definition of “Reinvestment Period”,”
(vii) modifying the definition of “Applicable Percentage,” “Borrowing Base,” “Events of Default,”
“Required Lender” or “Servicer Termination Event” or (viii) releasing all or substantially all of the Collateral
Portfolio.


 


SECTION 11.02         Notices,
Etc. All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include
facsimile communication and communication by e-mail) and faxed, e-mailed or delivered, to each party hereto, at its address set
forth under its name on the signature pages hereto or at such other address as shall be designated by such party in a written notice
to the other parties hereto. Notices and other communications sent to an e-mail address or fax number shall be deemed received
upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication
is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described
in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address
therefor. Notices and communications sent by other means shall be effective when received.


 





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SECTION 11.03         No
Waiver; Remedies. No failure on the part of the Administrative Agent, the Collateral Agent, any Lender or any Lender Agent
to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law.


 


SECTION 11.04         Binding
Effect; Assignability; Multiple Lenders.


 


(a)          This
Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender,
the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted
assigns. Prior to the occurrence of an Event of Default, unless the Borrower shall otherwise consent
(which consent shall not be unreasonably withheld or delayed), a Lender and its respective successors and permitted
assigns may only assign, grant a security interest (except as set forth below) or sell
a participation in, its rights and obligations hereunder to an Affiliate who is not a Prohibited Transferee
or to another Lender. After an Event of Default has occurred, a Lender may assign its rights and obligations hereunder
to any Person. Any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation
interest in, any Advance (or portion thereof) to a Liquidity Bank that is a Lender, Lender Agent or an Affiliate thereof or any
commercial paper conduit sponsored by a Liquidity Bank that is a Lender, Lender Agent or an Affiliate thereof. Any such assignee
shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially
in the form of Exhibit O hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The
parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent
for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and
the applicable Lender Agent. None of the Borrower, the Seller or the Servicer may assign, or permit any Lien to exist upon, any
of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document
without the prior written consent of each Lender Agent and the Administrative Agent, which consent may be withheld by any Lender
Agent or the Administrative Agent in the exercise of its sole and absolute discretion. Notwithstanding
any provision in this Agreement to the contrary, no Lender may assign its rights or obligations
hereunder to the Borrower, the Servicer or any affiliate thereof. 


 




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(b)          Notwithstanding
any other provision of this Section 11.04, any Lender may at any time pledge or grant a security interest in all or any
portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure
obligations of such Lender to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent;
provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder,
or substitute any such pledgee or grantee for such Lender as a party hereto.


 


(c)          Each
Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.


 


SECTION 11.05         Term
of This Agreement. This Agreement, including, without limitation, the Borrower’s representations and covenants set forth
in Articles IV and V and the Servicer’s representations, covenants and duties set forth in Articles IV, V and
VI, shall remain in full force and effect until the Collection Date; provided that the rights and remedies with respect
to any breach of any representation and warranty made or deemed made by the Borrower or the Servicer pursuant to Articles III
and IV and the indemnification and payment provisions of Articles VIII, IX and XI and the provisions of Sections 2.10,
2.11, 11.07, 11.08 and 11.09 shall be continuing and shall survive any termination of this Agreement.


 


SECTION 11.06 GOVERNING
LAW; JURY WAIVER. THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.


 


SECTION 11.07         Costs,
Expenses and Taxes.


 


(a)          In
addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Administrative Agent, the Lenders,
the Lender Agents, the Collateral Custodian and their respective Affiliates under Sections 8.01 and 8.02 hereof,
each of the Borrower, the Servicer and the Seller agrees to pay on demand all out-of-pocket costs and expenses of the Administrative
Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian incurred in connection
with the preparation, execution, delivery, administration (including periodic auditing), syndication, renewal, amendment or modification
of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered
hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for
the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian with
respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the
Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents
to be delivered hereunder or in connection herewith, and all out-of-pocket costs and expenses, if any (including reasonable attorneys’
fees, costs and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account
Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction
Document by such Person and the other documents to be delivered hereunder or in connection herewith.


 




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(b)          The
Borrower, the Servicer and the Seller shall pay on demand any and all stamp, sales, excise and other Taxes and fees payable or
determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this
Agreement, the other Transaction Documents or any other document providing liquidity support, credit enhancement or other similar
support to the Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder.


 


(c)          The
Servicer shall pay on demand all other out-of-pocket costs, expenses and Taxes (excluding Taxes imposed on or measured by net income)
incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Collateral Custodian and the Account
Bank, including, without limitation, all costs and expenses incurred by the Administrative Agent, the Lender Agents and the Lenders
in connection with periodic audits of the Borrower’s, the Seller’s or the Servicer’s books and records; provided,
prior to the occurrence of an Event of Default, the Servicer shall be required to bear the expense of no more than two such reviews
within any 12-month period and any additional reviews shall be at the expense of the Administrative Agent and each
PurchaserLender Agent.


 


SECTION 11.08         No
Proceedings.


 


(a)          Each
of the parties hereto (other than the Administrative Agent with the consent of the Lender Agents) agree that it will not institute
against, or join any other Person in instituting against, the Borrower any proceedings of the type referred to in the definition
of Bankruptcy Event so long as there shall not have elapsed one year and one day (or such longer preference period as shall then
be in effect) since the Collection Date.


 


(b)          Each
of the parties hereto (other than any Conduit Lender) hereby agrees that it will not institute against, or join any other Person
in instituting against, any Conduit Lender, the Administrative Agent, or any Liquidity Banks any Bankruptcy Proceeding so long
as any commercial paper issued by such Conduit Lender shall be outstanding and there shall not have elapsed one year and one day
(or such longer preference period as shall then be in effect) since the last day on which any such commercial paper shall have
been outstanding.


 


SECTION 11.09         Recourse
Against Certain Parties.


 





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(a)          No
recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees
or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this
Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents
or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent,
the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director
of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, by the
enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly
agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements,
instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant
hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section
11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability
whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or
any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent or of
any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the
Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments,
documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the
Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer,
employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator,
or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations,
covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise,
is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.


 


(b)          Notwithstanding
any contrary provision set forth herein, no claim may be made by the Borrower, the Seller or the Servicer or any other Person against
the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or their respective Affiliates, directors, officers,
employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach
of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any
act, omission or event occurring in connection therewith; and the Borrower, the Seller and the Servicer each hereby waives, releases,
and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected.


 


(c)          No
obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the
Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby.


 


(d)          Notwithstanding
anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid
by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its
Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in
excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not
have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a
Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the
payment of its Commercial Paper Notes.


 




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(e)          The
provisions of this Section 11.09 shall survive the termination of this


Agreement.


 


SECTION 11.10         Execution
in Counterparts; Severability; Integration. This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by e-mail
in portable document format (.pdf) or facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.
In the event that any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any
other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement and any agreements or letters (including
fee letters) executed in connection herewith contains the final and complete integration of all prior expressions by the parties
hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect
to the subject matter hereof, superseding all prior oral or written understandings other than any fee letter delivered by the Servicer
to the Administrative Agent and the Lender Agents.


 


SECTION 11.11         Consent
to Jurisdiction; Service of Process.


 


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


 


(b)          Each
of the Borrower and the Servicer agrees that service of process may be effected by mailing a copy thereof by registered or certified
mail, postage prepaid, to the Borrower or the Servicer, as applicable, at its address specified in Section 11.02 or at such
other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 11.11
shall affect the right of the Lenders, the Lender Agents or the Administrative Agent to serve legal process in any other manner
permitted by law.


 




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SECTION 11.12         Characterization
of Conveyances Pursuant to the Purchase and Sale Agreement.


 


(a)          It
is the express intent of the parties hereto that the conveyance of the Eligible Loan Assets by the Seller to the Borrower as
contemplated by the Purchase and Sale Agreement be, and be treated for all purposes (other than consolidated accounting
purposes and subject to the tax characterization of the Borrower and the Advances described in Sections 5.01(aa) and 5.02(k))
as, a sale by the Seller of such Eligible Loan Assets. It is, further, not the intention of the parties that such conveyance
be deemed a pledge of the Eligible Loan Assets by the Seller to the Borrower to secure a debt or other obligation of the
Seller. However, in the event that, notwithstanding the intent of the parties, the Eligible Loan Assets are held to continue
to be property of the Seller, then the parties hereto agree that: (i) the Purchase and Sale Agreement shall also be deemed to
be a security agreement under Applicable Law; (ii) as set forth in the Purchase and Sale Agreement, the transfer of the
Eligible Loan Assets provided for in the Purchase and Sale Agreement shall be deemed to be a grant by the Seller to the
Borrower of a first priority security interest (subject only to Permitted Liens) in all of the Seller’s right, title
and interest in and to the Eligible Loan Assets and all amounts payable to the holders of the Eligible Loan Assets in
accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in
the Collection Account, whether in the form of cash, instruments, securities or other property; (iii) the possession by the
Borrower (or the Collateral Custodian on its behalf) of Loan Assets and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting
the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be
deemed acknowledgements from custodians, bailees or agents (as applicable) of the Borrower for the purpose of perfecting such
security interest under Applicable Law. The parties further agree that any assignment of the interest of the Borrower
pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the
terms of the Purchase and Sale Agreement. The Borrower shall, to the extent consistent with this Agreement and the other
Transaction Documents, take such actions as may be necessary to ensure that, if the Purchase and Sale Agreement was deemed to
create a security interest in the Eligible Loan Assets, such security interest would be deemed to be a perfected security
interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout
the term of this Agreement.


 


(b)          It
is the intention of each of the parties hereto that the Eligible Loan Assets conveyed by the Seller to the Borrower pursuant to
the Purchase and Sale Agreement shall constitute assets owned by the Borrower and shall not be part of the Seller’s estate
in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law.


 


(c)          The
Borrower agrees to treat, and shall cause the Seller to treat, for all purposes (other than consolidated accounting purposes and
subject to the tax characterization of the Borrower and the Advances described in Sections 5.01(aa) and 5.02(k)),
the transactions effected by the Purchase and Sale Agreement as sales of assets to the Borrower. The Borrower and the Servicer
each hereby agree to cause the Seller to reflect in the Seller’s financial records and to include a note in the publicly
filed annual and quarterly financial statements of BDCA indicating that: (i) assets related to transactions (including transactions
pursuant to the Transaction Documents) that do not meet SFAS 140 requirements for accounting sale treatment are reflected in the
consolidated balance sheet of BDCA, as finance receivables pledged and non-recourse, secured borrowings and (ii) those assets are
owned by a special purpose entity that is consolidated in the financial statements of BDCA, and the creditors of that special purpose
entity have received ownership and/or security interests in such assets and such assets are not intended to be available to the
creditors of sellers (or any affiliate of the sellers) of such assets to that special purpose entity.


 




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SECTION 11.13         Confidentiality.


 


(a)          Each
of the Administrative Agent, the Lenders, the Lender Agents, the Servicer, the Collateral Agent, the Borrower, the Account
Bank, the Seller and the Collateral Custodian shall maintain and shall cause each of its employees and officers to maintain
the confidentiality of the Agreement and all information with respect to the other parties, including all information
regarding the business of the Borrower and the Servicer hereto and their respective businesses obtained by it or them in
connection with the structuring, negotiating and execution of the transactions contemplated herein, except that each such
party and its officers and employees may (i) disclose such information to its external accountants, investigators, auditors,
attorneys or other agents, including any valuation firm engaged by such party in connection with any due diligence or
comparable activities with respect to the transactions and Loan Assets contemplated herein and the agents of such Persons (“Excepted
Persons”); provided that each Excepted Person shall, as a condition to any such disclosure, agree for the
benefit of the Administrative Agent, the Lenders, the Lender Agents, the Servicer, the Collateral Agent, the Borrower, the
Account Bank, the Seller and the Collateral Custodian that such information shall be used solely in connection with such
Excepted Person’s evaluation of, or relationship with, the Borrower and its affiliates, (ii) disclose the existence of
the Agreement, but not the financial terms thereof, (iii) disclose such information as is required by Applicable Law and (iv)
disclose the Agreement and such information in any suit, action, proceeding or investigation (whether in law or in equity or
pursuant to arbitration) involving any of the Transaction Documents for the purpose of defending itself, reducing its
liability, or protecting or exercising any of its claims, rights, remedies, or interests under or in connection with any of
the Transaction Documents. Notwithstanding the foregoing provisions of this Section 11.13(a), the Servicer may,
subject to Applicable Law and the terms of any Loan Agreements, make available copies of the documents in the Servicing
Files and such other documents it holds in its capacity as Servicer pursuant to the terms of this Agreement, to any of its
creditors. It is understood that the financial terms that may not be disclosed except in compliance with this Section
11.13(a) include, without limitation, all fees and other pricing terms, and all Events of Default, Servicer Termination
Events, and priority of payment provisions.


 


(b)          Anything
herein to the contrary notwithstanding, the Borrower and the Servicer each hereby consents to the disclosure of any nonpublic information
with respect to it (i) to the Administrative Agent, the Lenders, the Lender Agents, the Account Bank, the Collateral Agent or the
Collateral Custodian by each other, (ii) by the Administrative Agent, the Lenders, the Lender Agents, the Account Bank, the Collateral
Agent and the Collateral Custodian to any prospective or actual assignee or participant of any of them provided such Person agrees
to hold such information confidential, or (iii) by the Administrative Agent, the Lenders, the Lender Agents, the Account Bank,
the Collateral Agent and the Collateral Custodian to any commercial paper dealer or provider of a surety, guaranty or credit or
liquidity enhancement to any Lender or any Person providing financing to, or holding equity interests in, any Conduit Lender, as
applicable, and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided each
such Person is informed of the confidential nature of such information. In addition, the Lenders, the Lender Agents, the Administrative
Agent, the Collateral Agent, the Account Bank and the Collateral Custodian may disclose any such nonpublic information as required
pursuant to any Applicable Law or order of any judicial, administrative or regulatory authority or proceedings (whether or not
having the force or effect of law).


 






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(c)          Notwithstanding
anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that
is or becomes publicly known; (ii) disclosure of any and all information (A) if required to do so by any Applicable Law, (B) to
any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Lenders’,
the Lender Agents’, the Administrative Agent’s, the Collateral Agent’s, the Account Bank’s or the Collateral
Custodian’s business or that of their affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand
or request of any court, regulatory authority, arbitrator or arbitration to which the Administrative Agent, any Lender, any Lender
Agent, the Collateral Agent, the Collateral Custodian or the Account Bank or an officer, director, employer, shareholder or affiliate
of any of the foregoing is a party, (D) in any preliminary or final offering circular, registration statement or contract or other
document approved in advance by the Borrower, the Servicer or the Seller, or (E) to any affiliate, independent or internal auditor,
agent, employee or attorney of the Collateral Agent or the Collateral Custodian having a need to know the same, provided that
the disclosing party advises such recipient of the confidential nature of the information being disclosed; or (iii) any other disclosure
authorized by the Borrower, Servicer or the Seller.


 


SECTION 11.14         Non-Confidentiality
of Tax Treatment.


 


All parties
hereto agree that each of them and each of their employees, representatives, and other agents may disclose to any and all Persons,
without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including,
without limitation, opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure.
“Tax treatment” and “tax structure” shall have the same meaning as such terms have for purposes of Treasury
Regulation Section 1.6011-4; provided that with respect to any document or similar item that in either case contains information
concerning the tax treatment or tax structure of the transaction as well as other information, the provisions of this Section
11.14 shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of
the transactions contemplated hereby.


 


SECTION 11.15         Waiver
of Set Off.


 


Each of the
parties hereto hereby waives any right of setoff it may have or to which it may be entitled under this Agreement from time to time
against the Administrative Agent, the Lenders, the Lender Agents or their respective assets.


 


SECTION 11.16         Headings
and Exhibits.


 


The
headings herein are for purposes of references only and shall not otherwise affect the meaning or interpretation of any
provision hereof. The schedules and exhibits attached hereto and referred to herein shall
constitute a part of this Agreement and are incorporated into this Agreement for all purposes.


 




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SECTION 11.17         Ratable
Payments.


 


If any
Lender, whether by setoff or otherwise, shall obtain any payment (whether voluntary, involuntary, through the exercise of any right
of setoff, or otherwise) on account of Advances owing to it (other than pursuant to Breakage Fees, Section 2.10 or 2.11)
in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith
purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing
Lender to share the excess payment ratably with each of them; provided, that, if all or any portion of such excess payment
is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay
to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s
ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of
the total amount so recovered.


 


SECTION 11.18         Failure
of Borrower or Servicer to Perform Certain Obligations.


 


If the
Borrower or the Servicer, as applicable, fails to perform any of its agreements or obligations under Section 5.01(t), 5.02(r)
or 5.03(e), the Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such agreement
or obligation, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by the Borrower or
the Servicer (on behalf of the Borrower), as applicable, upon the Administrative Agent’s demand therefor.


 


SECTION 11.19         Power
of Attorney. The Borrower, after an Event of Default, irrevocably authorizes the Administrative
Agent and appoints the Administrative Agent as its attorney-in-fact to act on behalf of the Borrower (i) to file financing statements
necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority
of the interest of the Secured Parties in the Collateral Portfolio and (ii) to file a carbon, photographic or other reproduction
of this Agreement or any financing statement with respect to the Collateral Portfolio as a financing statement in such offices
as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority
of the interests of the Secured Parties in the Collateral Portfolio. This appointment is coupled with an interest and is irrevocable.


 


SECTION 11.20         Delivery
of Termination Statements, Releases, etc. Upon payment in full of all of the Obligations (other than unmatured contingent indemnification
obligations) and the termination of this Agreement, the Administrative Agent and the Collateral Agent shall deliver to the Borrower
termination statements, reconveyances, releases and other documents necessary or appropriate to evidence the termination of the
Pledge and other Liens securing the Obligations, all at the expense of the Borrower.


 




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ARTICLE XII.


 


COLLATERAL CUSTODIAN


 


SECTION 12.01         Designation
of Collateral Custodian.


 


(a)          Initial
Collateral Custodian. The role of Collateral Custodian with respect to the Required Loan Documents shall be conducted by the
Person designated as Collateral Custodian hereunder from time to time in accordance with this Section 12.01. Each of the
Borrower, the Lender Agents and the Administrative Agent hereby designate and appoint the Collateral Custodian to act as its agent
and hereby authorizes the Collateral Custodian to take such actions on its behalf and to exercise such powers and perform such
duties as are expressly granted to the Collateral Custodian by this Agreement. The Collateral Custodian hereby accepts such agency
appointment to act as Collateral Custodian pursuant to the terms of this Agreement, until its resignation or removal as Collateral
Custodian pursuant to the terms hereof.


 


(b)          Successor
Collateral Custodian. Upon the Collateral Custodian’s receipt of a Collateral Custodian Termination Notice from the Administrative
Agent of the designation of a successor Collateral Custodian pursuant to the provisions of Section 12.05, the Collateral
Custodian agrees that it will terminate its activities as Collateral Custodian hereunder.


 


SECTION 12.02         Duties
of Collateral Custodian.


 


(a)          Appointment.
The Borrower, the Lender Agents and the Administrative Agent each hereby appoints U.S. Bank to act as Collateral Custodian, for
the benefit of the Secured Parties. The Collateral Custodian hereby accepts such appointment and agrees to perform the duties and
obligations with respect thereto set forth herein.


 


(b)          Duties.
From the Original Closing Date until its removal pursuant to Section 12.05, the
Collateral Custodian shall perform, on behalf of the Secured Parties, the following duties and obligations:


 




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(i)          The
Collateral Custodian shall take and retain custody of the Required Loan Documents delivered by the Borrower pursuant to Sections
3.02(a) and 3.04(b) in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured
Parties. Within five Business Days of its receipt of any Required Loan Documents, the related Loan Asset Schedule and a hard copy
of the Loan Asset Checklist, the Collateral Custodian shall review the Required Loan Documents to confirm that (A) such Required
Loan Documents have been executed (either an original or a copy, as indicated on the Loan Asset Checklist) and have no mutilated
pages, (B) filed stamped copies of the UCC and other filings (required by the Required Loan Documents) are included, (C) if listed
on the Loan Asset Checklist, a copy of an Insurance Policy with respect to any real or personal property constituting the Underlying
Collateral is included and (D) the related original balance (based on a comparison to the note or assignment agreement, as applicable),
Loan Asset number and Obligor name, as applicable, with respect to such Loan Asset is referenced on the related Loan Asset Schedule
(such items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review
by the Collateral Custodian, in connection with each delivery of Required Loan Documents hereunder to the Collateral Custodian,
the Servicer shall provide to the Collateral Custodian a hard copy (which may be preceded by an electronic copy, as applicable)
of the related Loan Asset Checklist which contains the Loan Asset information with respect to the Required Loan Documents being
delivered, identification number and the name of the Obligor with respect to such Loan Asset. Notwithstanding anything herein to
the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such
Required Loan Documents based on the information provided on the Loan Asset Checklist. If, at the conclusion of such review, the
Collateral Custodian shall determine that (i) the original balance of the Loan Asset with respect to which it has received Required
Loan Documents is less than as set forth on the Loan Asset Schedule, the Collateral Custodian shall notify the Administrative Agent
and the Servicer of such discrepancy within one Business Day, or (ii) any Review Criteria is not satisfied, the Collateral Custodian
shall within one Business Day notify the Servicer of such determination and provide the Servicer with a list of the non-complying
Loan Assets and the applicable Review Criteria that they fail to satisfy. The Servicer shall have five Business Days after notice
or knowledge thereof to correct any non-compliance with any Review Criteria. In addition, if requested in writing (in the form
of Exhibit N) by the Servicer and approved by the Administrative Agent within 10 Business Days of the Collateral Custodian’s
delivery of such report, the Collateral Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower.
Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Required Loan Documents.


 


(ii)         In
taking and retaining custody of the Required Loan Documents, the Collateral Custodian shall be deemed to be acting as the agent
of the Secured Parties; provided that the Collateral Custodian makes no representations as to the existence, perfection
or priority of any Lien on the Required Loan Documents or the instruments therein; and provided, further, that, the
Collateral Custodian’s duties shall be limited to those expressly contemplated herein.


 


(iii)        All
Required Loan Documents shall be kept in fire resistant vaults, rooms or cabinets at the locations specified on the address of
the Collateral Custodian on the signature pages attached hereto, or at such other office as shall be specified to the Administrative
Agent and the Servicer by the Collateral Custodian in a written notice delivered at least 30 days prior to such change. All Required
Loan Documents shall be placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval
and access. The Collateral Custodian shall segregate the Required Loan Documents on its inventory system and will not commingle
the physical Required Loan Documents with any other files of the Collateral Custodian other than those, if any, relating to BDCA
and its Affiliates and subsidiaries; provided, however, the Collateral Custodian shall segregate any commingled files
upon written request of the Administrative Agent and the Borrower.


 


(iv)        On
the 12th calendar day of every month (or if such day is not a Business Day, the next succeeding Business Day), the Collateral
Custodian shall provide a written report to the Administrative Agent and the Servicer (in a form mutually agreeable to the Administrative Agent and the Collateral Custodian) identifying
each Loan Asset for which it holds Required Loan Documents and the applicable Review Criteria that any Loan Asset fails to satisfy.


 




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(v)         Notwithstanding
any provision to the contrary elsewhere in the Transaction Documents, the Collateral Custodian shall not have any fiduciary relationship
with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities
shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Custodian. Without
limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral
Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility.


 


(c)          (i)          The
Collateral Custodian agrees to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan Documents
to the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit N), as applicable,
as requested in order to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect
or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce
any of their respective rights hereunder, including any rights arising with respect to Article VII. In the event the Collateral
Custodian receives instructions from the Collateral Agent, the Servicer or the Borrower which conflict with any instructions received
by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent.


 


(ii)         The
Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions
which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall
not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall
be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the
Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured
Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (A) shall be in violation
of any Applicable Law or contrary to any provisions of this Agreement or (B) shall expose the Collateral Custodian to liability
hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In
the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive
a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then
the Administrative Agent shall be deemed to have declined to consent to the relevant action.


 


(iii)        The
Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction
of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian,
or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder,
including an Event of Default, unless a Responsible Officer of the Collateral Custodian has knowledge of such matter or written
notice thereof is received by the Collateral Custodian.


 




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SECTION 12.03         Merger
or Consolidation.


 


Any Person (i) into which
the Collateral Custodian may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral
Custodian shall be a party or (iii) that may succeed to the properties and assets of the Collateral Custodian substantially as
a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Collateral
Custodian hereunder, shall be the successor to the Collateral Custodian under this Agreement without further act of any of the
parties to this Agreement.


 


SECTION 12.04         Collateral
Custodian Compensation.


 


As compensation for its
Collateral Custodian activities hereunder, the Collateral Custodian shall be entitled to the Collateral Custodian Fees and Collateral
Custodian Expenses from the Borrower, payable pursuant to the extent of funds available therefor pursuant to the provisions of
Section 2.04. The Collateral Custodian’s entitlement to receive the Collateral Custodian Fees shall cease on the earlier
to occur of: (i) its removal as Collateral Custodian pursuant to Section 12.05, (ii) its resignation as Collateral Custodian
pursuant to Section 12.07 or (iii) the termination of this Agreement.


 


SECTION 12.05         Collateral
Custodian Removal.


 


The Collateral Custodian
may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Collateral Custodian (the
“Collateral Custodian Termination Notice”); provided, notwithstanding its receipt of a Collateral Custodian
Termination Notice, the Collateral Custodian shall continue to act in such capacity and shall continue to receive compensation
of the amounts set forth in Section 12.04 above until a successor Collateral Custodian has been appointed and has agreed
to act as Collateral Custodian hereunder.


 


SECTION 12.06         Limitation
on Liability.


 


(a)          The
Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion,
notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that
has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected
in acting upon (i) the written instructions of any designated officer of the Administrative Agent or (ii) the verbal instructions
of the Administrative Agent.


 


(b)          The
Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance
with the advice or opinion of such counsel.


 




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(c)          The
Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good
faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in
the case of its willful misconduct or grossly negligent performance or omission of its duties as related to this Agreement.


 


(d)          The
Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this
Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability
of the Collateral Portfolio, and will not be required to and will not make any representations as to the validity or value (except
as expressly set forth in this Agreement) of any of the Collateral Portfolio. The Collateral Custodian shall not be obligated to
take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an
indemnity reasonably satisfactory to it.


 


(e)          The
Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth
in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian.


 


(f)          The
Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder.


 


(g)          It
is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability
for the obligations of the other parties hereto or any parties to the Collateral Portfolio.


 


(h)          In
no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because
of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism,
fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay,
restrict or prohibit the providing of the services contemplated by this Agreement. The Collateral Custodian will, however, take
all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Collateral Custodian’s
control.


 


(i)          Subject
in all cases to the last sentence of Section 12.02(c)(i), in case any reasonable question arises as to its duties hereunder,
the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Maturity Date, request instructions
from the Servicer and may, after the occurrence of and during the continuance of an Event of Default or the Facility Maturity Date,
request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless
it has received instructions from the Servicer or the Administrative Agent, as applicable. The Collateral Custodian shall in all
events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative
Agent. In no event shall the Collateral Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or
damage and regardless of the form of action.


 




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SECTION 12.07         Collateral
Custodian Resignation.


 


Collateral Custodian
may resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the Administrative
Agent of written notice of such resignation specifying a date when such resignation shall take effect. Upon the effective date
of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof,
Collateral Custodian shall (i) be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the
termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral
Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing
upon the receipt of a request in the form of Exhibit N; provided that the Borrower shall consent to any successor
Collateral Custodian appointed by the Administrative Agent (such consent not to be unreasonably withheld). Notwithstanding anything
herein to the contrary, the Collateral Custodian may not resign prior to a successor Collateral Custodian being appointed.


 


SECTION 12.08         Release
of Documents.


 


(a)          Release
for Servicing. From time to time and as appropriate for the enforcement or servicing of any of the Collateral Portfolio, the
Collateral Custodian is hereby authorized (unless and until such authorization is revoked by the Administrative Agent), upon written
receipt from the Servicer of a request for release of documents and receipt in the form annexed hereto as Exhibit N, to
release to the Servicer within two Business Days of receipt of such request, the related Required Loan Documents or the documents
set forth in such request and receipt to the Servicer; provided that, the Servicer must get the Administrative Agent’s
consent for the release of any underlying promissory notes and applicable assignments. All documents so released to the Servicer
shall be held by the Servicer in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties in accordance
with the terms of this Agreement. The Servicer shall return to the Collateral Custodian the Required Loan Documents or other such
documents (i) promptly upon the request of the Administrative Agent or (ii) when the Servicer’s need therefor in connection
with such foreclosure or servicing no longer exists, unless the Loan Asset shall be liquidated, in which case, the Servicer shall
deliver an additional request for release of documents to the Collateral Custodian and receipt certifying such liquidation from
the Servicer to the Collateral Agent, all in the form annexed hereto as Exhibit N.


 


(b)          Limitation
on Release. In the event the Administrative Agent revokes the authorization granted in Section 12.08(a), the Collateral
Agent shall be authorized to release to the Servicer the Required Loan Documents only to the extent that the Administrative Agent
has consented to such release. Promptly after delivery to the Collateral Custodian of any request for release of documents, the
Servicer shall provide notice of the same to the Administrative Agent. Any additional Required Loan Documents or documents requested
to be released by the Servicer may be released only upon written authorization of the Administrative Agent. The limitations of
this paragraph shall not apply to the release of Required Loan Documents to the Servicer pursuant to the immediately succeeding
subsection.


 




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(c)          Release
for Payment. Upon receipt by the Collateral Custodian of the Servicer’s request for release of documents and receipt
in the form annexed hereto as Exhibit N (which certification shall include a statement to the effect that all amounts received
in connection with such payment or repurchase have been credited to the Collection Account as provided in this Agreement), the
Collateral Custodian shall promptly release the related Required Loan Documents to the Servicer.


 


SECTION 12.09         Return
of Required Loan Documents.


 


The Borrower may, with
the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), require that the Collateral
Custodian return each Required Loan Document (a) delivered to the Collateral Custodian in error or (b) released from the Lien of
the Collateral Agent hereunder pursuant to Section 2.16, in each case, by submitting to the Collateral Custodian and the
Administrative Agent a written request in the form of Exhibit  N (signed by both the Borrower and the Administrative Agent)
specifying the Collateral Portfolio to be so returned and reciting that the conditions to such release have been met (and specifying
the Section or Sections of this Agreement being relied upon for such release). The Collateral Custodian shall upon its receipt
of each such request for return executed by the Borrower and the Administrative Agent promptly, but in any event within five Business
Days, return the Required Loan Documents so requested to the Borrower.


 


SECTION 12.10         Access
to Certain Documentation and Information Regarding the Collateral Portfolio; Audits of Servicer.


 


The Collateral Custodian
shall provide to the Administrative Agent and each Lender Agent access to the Required Loan Documents and all other documentation
regarding the Collateral Portfolio including in such cases where the Administrative Agent and each Lender Agent is required in
connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to
review such documentation, such access being afforded without charge but only (i) upon two Business Days prior written request,
(ii) during normal business hours and (iii) subject to the Servicer’s and the Collateral Custodian’s normal security
and confidentiality procedures. Prior to the Original Closing Date and periodically thereafter
at the discretion of the Administrative Agent and each Lender Agent, the Administrative Agent and each Lender Agent may review
the Servicer’s collection and administration of the Collateral Portfolio in order to assess compliance by the Servicer with
the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral Portfolio and the Required Loan
Documents in conjunction with such a review. Such review shall be (subject to Section 5.03(d)(ii) and 5.03(t)) reasonable
in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 12.10,
from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants
or other auditors acceptable to the Administrative Agent to conduct, at the expense of the Servicer (on behalf of the Borrower),
a review of the Required Loan Documents and all other documentation regarding the Collateral Portfolio.


 


SECTION 12.11         Collateral
Custodian as Agent of Collateral Agent.


 


The Collateral Custodian
agrees that, with respect to any Required Loan Documents at any time or times in its possession or held in its name, the Collateral
Custodian shall be the agent of the Collateral Agent, for the benefit of the Secured Parties, for purposes of perfecting (to the
extent not otherwise perfected) the Collateral Agent’s security interest in the Collateral Portfolio and for the purpose
of ensuring that such security interest is entitled to first priority status under the UCC.


 


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IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first
above written.


 


	THE BORROWER:	BDCA FUNDING I, LLC
	 	 	 
	 	By:	 
	 	 	Name: Nicholas Radesca
	 	 	Title: Chief Financial Officer and Treasurer


 


	 	BDCA Funding I, LLC
	 	c/o Business Development Corporation of America
	 	405 Park Avenue, 12th Floor
	 	New York, NY 10022
	 	Attention:	General Counsel
	 	Facsimile No:	(646) 861-7804
	 	Confirmation No:	(212) 415-6500


 


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	THE SERVICER:	BUSINESS DEVELOPMENT
	 	CORPORATION OF AMERICA
	 	 	 
	 	By:	 
	 	 	Name: Nicholas Radesca
	 	 	Title: Chief Financial Officer and Treasurer


 


	 	Business Development Corporation of America 405 Park Avenue, 12th Floor New York, NY 10022
	 	Attention:	General Counsel
	 	Facsimile No:	(646) 861-7804
	 	Confirmation No: 	(212) 415-6500


 


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	THE SELLER:	BUSINESS DEVELOPMENT
	 	CORPORATION OF AMERICA
	 	 	 
	 	By:	 
	 	 	Name: Nicholas Radesca
	 	 	Title: Chief Financial Officer and Treasurer


 


	 	Business Development Corporation of America 405 Park Avenue, 12th Floor New York, NY 10022
	 	Attention:	General Counsel
	 	Facsimile No:	(646) 861-7804
	 	Confirmation No: 	(212) 415-6500


 


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	THE ADMINISTRATIVE AGENT:	WELLS FARGO SECURITIES, LLC
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 


	 	Wells Fargo Securities, LLC
	 	301Duke Energy Center 
	 	550 S. CollegeTryon Street, D1053 0825th Floor
	 	MAC D1086-051 
	 	Charlotte, North Carolina 2828828202 
	 	Attention: Kevin Sunday
	 	Facsimile No.: (704) 715-0089
	 	Confirmation No: (704) 715-8582


 


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	INSTITUTIONAL LENDER:	WELLS FARGO BANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	Wells Fargo Bank, N.A.
	 	One Wells Fargo Center, Mail Code: NC0600
	 	Duke Energy Center 
	 	550 S. Tryon Street, 5th Floor 
	 	MAC D1086-051 
	 	Charlotte, North Carolina 2828828202 
	 	Attention: Kevin Sunday
	 	Facsimile No.: (704) 715-0067
	 	Confirmation No: (704) 374-6230


 


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	INSTITUTIONAL LENDER:	STATE STREET BANK AND TRUST 
		COMPANY
	 	 	 
	 	By:  	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	State Street Bank and Trust Company
	 	Copley Place Tower, Box 5303  
	 	Boston, MA 0220 
	 	Attention: Charles Inkeles  
	 	Facsimile No.: (617) 988-6677 
	 	Confirmation No: (617) 662-8664 


 


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	INSTITUTIONAL LENDER:	EVERBANK COMMERCIAL FINANCE, 
	 	INC. 
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	EverBank Commercial Finance, Inc.
	 	10000 Midlantic Drive, Suite 400E
	 	Mount Laurel, NJ 08054 
	 	Attention: John Dale 
	 	Facsimile No.: 201-770-4762
	 	Confirmation No: 856-505-8163 


 


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	INSTITUTIONAL LENDER:	ONEWEST BANK N.A.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 
	 	OneWest Bank N.A.  888 E 
	 	Walnut Street  Pasadena,
	 	CA 91101  Attention: Anjali
	 	Mecklai  Facsimile No.:
	 	866-451-2357  Confirmation 
	 	No: 626-535-5587


 


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	SWINGLINE LENDER:	WELLS FARGO BANK, N.A.
	 	 	 
	 	By:  	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	Wells Fargo Bank, N.A. 
	 	Duke Energy Center 
	 	550 S. Tryon Street, 5th Floor 
	 	MAC D1086-051 
	 	Charlotte, North Carolina 28202
	 	Attention: Kevin Sunday 
	 	Facsimile No.: (704) 715-0067 
	 	Confirmation No: (704) 374-6230


 


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	THE COLLATERAL AGENT:	U.S. BANK NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: Jeffrey B. Stone 
	 	 	Title: Vice President
	 	 	 
	 	U.S. Bank National Association
	 	One Federal Street, 3rd Floor
	 	Boston, MA 02110
	 	Attention: Jeffrey B. Stone, Vice President
	 	Facsimile No: (866) 373-5984
	 	Confirmation No: (617) 603-6538 
	 	Email: Jeffrey.stone@usbank.com


 


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	THE ACCOUNT BANK:	U.S. BANK NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: Jeffrey B. Stone 
	 	 	Title: Vice President
	 	 	 
	 	U.S. Bank National Association
	 	One Federal Street, 3rd Floor
	 	Boston, MA 02110
	 	Attention: Jeffrey B. Stone, Vice President
	 	Facsimile No: (866) 373-5984
	 	Confirmation No: (617) 603-6538
	 	Email: Jeffrey.stone@usbank.com


 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]





 


BDCA
Funding I, LLC


Loan
and Servicing Agreement


 




    	 



    	 



    

 


	THE COLLATERAL CUSTODIAN:	U.S. BANK NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	U.S. Bank National Association 
	 	1719 Range Way
	 	Florence, South Carolina 29501
	 	Attention: Steve Garrett
	 	Facsimile No: (843) 673-0162
	 	Confirmation No: (843) 676-8901 
	 	Email: steven.garrett@usbank.com
	 	 
	 	With a copy to:
	 	 
	 	U.S. Bank National Association
	 	One Federal Street, 3rd Floor
	 	Boston, MA 02110
	 	Attention: Jeffrey B. Stone, Vice President
	 	Facsimile No: (866) 373-5984
	 	Confirmation No: (617) 603-6538 
	 	Email: Jeffrey.stone@usbank.com


 


BDCA Funding I, LLC


Loan
and Servicing Agreement


 




    	 



    	 



    







 


EXECUTION COPY


Conformed through Amendment
45


 


SCHEDULE I


 


CONDITIONS PRECEDENT DOCUMENTS


 


As required by Section
3.01 of the Agreement, each of the following items must be delivered to the Administrative Agent and the Lender Agents prior
to the effectiveness of the Agreement:


 


(a)          A
copy of this Agreement duly executed by each of the parties hereto;


 


(b)          A
certificate of the Secretary, Assistant Secretary or managing member, as applicable, of each of the Borrower and BDCA, dated
the date of this Agreement, certifying (i) the names and true signatures of the incumbent officers of such Person authorized
to sign on behalf of such Person the Transaction Documents to which it is a party (on which certificate the Administrative
Agent, the Lenders and the Lender Agents may conclusively rely until such time as the Administrative Agent and the Lender
Agents shall receive from the Borrower or BDCA, as applicable, a revised certificate meeting the requirements of this
paragraph (b)(i)), (ii) that the copy of the certificate of formation or articles of incorporation of such Person, as
applicable, is a complete and correct copy and that such certificate of formation or articles of incorporation have not been
amended, modified or supplemented and are in full force and effect, (iii) that the copy of the limited liability company
agreement or by-laws, as applicable, of such Person are a complete and correct copy, and that such limited liability company
agreement or by-laws have not been amended, modified or supplemented and are in full force and effect, and (iv) the
resolutions of the board of directors of such Person approving and authorizing the execution, delivery and performance by
such Person of the Transaction Documents to which it is a party;


 


(c)          A
good standing certificate, dated as of a recent date for each of the Borrower and BDCA, issued by the Secretary of State of such
Person’s State of formation or organization, as applicable;


 


(d)          Duly
executed Powers of Attorney from the Borrower and BDCA;


 


(e)          Duly
executed Variable Funding Note;


 


(f)          Financing
statements (the “Facility Financing Statements”) describing the Collateral Portfolio, and (i) naming the
Borrower as debtor and the Collateral Agent, on behalf of the Secured Parties, as secured party, (ii) naming the Seller as
debtor, the Borrower as assignor and the Collateral Agent, on behalf of the Secured Parties, as secured party/total assignee
and (iii) other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent,
desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Collateral Agent’s, on
behalf of the Secured Parties, interests in all of the Collateral Portfolio;


 


(g)          Financing
statements, if any, necessary to release all security interests and other rights of any Person in the Collateral Portfolio previously
granted by the Seller;


 




    	Sch. I- 1



    	 



    

 


(h)          A
financing statement describing the membership interests of the Borrower, and naming the Seller as debtor and the Collateral Agent,
on behalf of the Secured Parties, as secured party, and other, similar instruments or documents, as may be necessary or, in the
opinion of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect
the Collateral Agent’s, on behalf of the Secured Parties, interests in the membership interests of the Borrower pursuant
to the terms of the Pledge Agreement;


 


(i)          Copies
of tax and judgment lien searches in all jurisdictions reasonably requested by the Administrative Agent and requests for
information (or a similar UCC search report certified by a party acceptable to the Administrative Agent), dated a date
reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective
financing statements which name the Borrower (under its present name and any previous name) and BDCA (under its present name
and any previous name) as debtor(s) and which are filed in the jurisdiction of Delaware, as applicable, together with copies
of such financing statements (none of which shall cover any of the Collateral Portfolio);


 


(j)          One
or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed to the
Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to such matters as the
Administrative Agent may reasonably request (including an opinion, with respect to the perfected security interest of the
Collateral Agent, for the benefit of the Secured Parties, in the Collateral Portfolio and the membership interests of the
Borrower under the UCC laws of the State of New York);


 


(k)          One
or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed to the
Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to the true sale of the
Collateral Portfolio under the Purchase and Sale Agreement and providing that the Borrower would not be substantively
consolidated with the Seller in a proceeding under the Bankruptcy Code;


 


(l)          One
or more favorable Opinions of Counsel of counsel to the Borrower, acceptable to the Administrative Agent and addressed to the
Administrative Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, among other things, no
conflicts and the due authorization, execution and delivery of, and enforceability of, the Transaction Documents;


 


(m)          One
or more favorable Opinions of Counsel of counsel to BDCA, acceptable to the Administrative Agent and addressed to the Administrative
Agent, the Lenders, the Lender Agents and the Collateral Agent, with respect to, among other things, no conflicts and the due authorization,
execution and delivery of, and enforceability of, the Transaction Documents to which BDCA is a party;


 


(n)          Duly
completed copies of IRS Form W-9 (or any successor forms or other certificates or statements that may be required from time to
time by the relevant United States taxing authorities or Applicable Law) for the Borrower; and


 


(o)          A
copy of each of the Transaction Documents duly executed by the parties thereto.


 




    	Sch. I- 2



    	 



    

 


SCHEDULE II


 


PRIOR NAMES, TRADENAMES, FICTITIOUS NAMES


AND “DOING BUSINESS AS” NAMES


 


	Borrower:	None


 




    	Sch. II- 1



    	 



    

 


SCHEDULE
III


 


ELIGIBILITY CRITERIA


 


The representations
and warranties set forth in this Schedule III are made by the Borrower and the Servicer under the Agreement and the Seller under
the Purchase and Sale Agreement, with respect to all Loan Assets which are designated as being Eligible Loan Assets on any Borrowing
Base Certificate or are otherwise represented to the Administrative Agent, the Lenders or the Lender Agents as being Eligible Loan
Assets, or are included as Eligible Loan Assets in any calculation set forth in the Agreement to which this Schedule III is attached.


 


1.          Each
such Loan Asset is a perfected first lien, senior secured, commercial loan evidenced by a note or a credit document and an assignment
document in the form specified in the applicable credit agreement or, if no such specification, on the LSTA assignment form. Prior
to the conveyance under the Purchase and Sale Agreement, eachthe Seller has good and marketable
title to such Loan Asset, free and clear of all Liens other than any Permitted Liens and
immediately after the conveyance under the Purchase and Sale Agreement the Borrower has good and marketable title to such Loan
Asset free and clear of all Liens other than any Permitted Liens and such Loan Asset and the Portfolio Assets related
thereto is subject to a valid, subsisting and enforceable first priority perfected security interest (subject only to Permitted
Liens) in favor of the Collateral Agent, and the Seller has
good and marketable title to such Loan Asset, free and clear of all Liens other than any Permitted
Liens.


 


2.          The
Obligor with respect to each such Loan Asset is organized under the laws of the United States or any state thereof.


 


3.          Each
such Loan Asset is denominated in United States dollars.


 


4.          No
such Loan Asset is Margin Stock.


 


5.          The
acquisition of such Loan Asset will not cause the Borrower or the assets constituting the Collateral Portfolio to be required to
be registered as an investment company under the 1940 Act, as amended.


 


6.          No
such Loan Asset is a financing by a debtor-in-possession in any Bankruptcy Proceeding.


 


7.          No
such Loan Asset is principally secured by real estate.


 


8.          Each
such Loan Asset constitutes a legal, valid, binding and enforceable obligation of the Obligor thereunder and each guarantor thereof,
enforceable against each such Person in accordance with its terms, subject to usual and customary bankruptcy, insolvency and equity
limitations.


 


9.          Each
such Loan Asset is in the form of, and is treated as, indebtedness for federal income tax purposes.


 




    	Sch. III- 1



    	 



    

 


10.         As
of the related Cut-Off Date and at any time prior to the related Cut-Off Date, except as permitted under clause 39 set forth below,
(i) such Loan Asset is and has been current on all interest and principal payments under the terms of the related Loan Agreement
and (ii) there has been no (a) “event of default” (as defined in the related Loan Agreement) or (b) any other default,
breach, violation or event permitting acceleration (provided that the existence of any financial default shall be determined as
of the most recent financial report provided by the applicable Obligor) under the terms of any such Loan Asset (and in the case
of this clause (ii) of which the Seller has actual knowledge) that, in each of the foregoing cases, has not been cured or waived,
unless otherwise approved by the Administrative Agent in writing.


 


11.         As
of the related Cut-Off Date, the acquisition of each such Loan Asset by the Borrower, and the Pledge of each such Loan Asset, has
been approved by the Administrative Agent.


 


12.         The
Obligor with respect to each such Loan Asset is not an Affiliate of the Seller.


 


13.         The
acquisition of any such Loan Asset by the Borrower or the Pledge thereof will not, in the Administrative Agent’s commercially
reasonable judgment, (i) violate any Applicable Law or (ii) cause the Administrative Agent, the Lenders or the Lender Agents to
fail to comply with any request or directive (whether or not having the force of law) from any banking or other Governmental Authority
having jurisdiction over the Administrative Agent, the Lenders or the Lender Agents.


 


14.         No
such Loan Asset contravenes any Applicable Law and no part thereof is in violation of any Applicable Law.


 


15.         Pursuant
to the Loan Agreement with respect to such Loan Asset, either (i) such Loan Asset is freely assignable to the Borrower and able
to be Pledged to the Collateral Agent, on behalf of the Secured Parties, without the consent of the Obligor or (ii) (A) all consents
necessary for assignment of such Loan Asset to the Borrower and Pledge to the Collateral Agent for the benefit of the Secured Parties
have been obtained and (B) the Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably
withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the same under the
applicable Loan Agreement inure to the benefit of the holder of such Loan Asset (subject to the rights of any applicable agent
or other lenders).


 


16.         The
funding obligations for each such Loan Asset and the Loan Agreement under which such Loan Asset was created have been fully satisfied
and all sums available thereunder have been fully advanced.


 


17.         No
such Loan Asset is the subject of any assertions in respect of, any litigation, right of rescission, set-off, counterclaim or
defense, including the defense of usury, by the related Obligor, nor will the operation of any of the terms of the Loan
Agreements, or the exercise of any right thereunder, render the Loan Agreements unenforceable in whole or in part, or subject
to any litigation, right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right
of rescission, set-off, counterclaim or defense has been asserted with respect thereto, and the Loan Agreements with respect
to the Loan Asset provide for an affirmative waiver by the related Obligor of all rights of rescission, set-off and
counterclaim against the Seller and its assignees.


 




    	Sch. III- 2



    	 



    

 


18.         With
respect to each such Loan Asset acquired by the Borrower from the Seller under the Purchase and Sale Agreement, by the Cut-Off
Date on which such Loan Asset is Pledged under the Agreement and on each day thereafter, the Seller will have caused its master
computer records relating to such Loan Asset to be clearly and unambiguously marked to show that such Loan Asset has been sold
to the Borrower.


 


19.         No
such Loan Asset has been repaid, prepaid, satisfied or rescinded, in each case, in full.


 


20.         Other
than the transfer contemplated by the Purchaser and Sale Agreement, no such Loan Asset has been sold, transferred, assigned or
pledged by the Seller.


 


21.         Such
Loan Asset is not subject to withholding tax unless the Obligor thereon is required under the terms of the related Loan
Agreement to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax basis in
the event of a Change of Tax Law. The transfer, assignment and conveyance of such Loan Asset (and the other Portfolio Assets
related thereto) from the Seller to the Borrower pursuant to the Purchase and Sale Agreement, is not subject to and will not
result in any fee or governmental charge (other than income taxes) payable by the Borrower or any other Person to any
federal, state or local government.


 


22.         The
Obligor with respect to such Loan Asset (and any guarantor of such Obligor’s obligations thereunder) had full legal capacity
to execute and deliver the Loan Agreement which creates such Loan Asset and any other documents related thereto.


 


23.         The
Obligor of each such Loan Asset is not a Government Authority.


 


24.         Each
such Loan Asset (i) was originated or acquired by the Seller in the ordinary course of the Seller’s business and, to the
extent required by Applicable Law, the Seller has all necessary licenses and permits to originate or acquire such Loan Asset in
the State where the Obligor was located (to the extent required by Applicable Law) and (ii) was sold by the Seller to the Borrower
under the Purchase and Sale Agreement and, to the extent required by Applicable Law, the Borrower has all necessary licenses and
permits to purchase and own such Loan Assets and enter into Loan Agreements pursuant to which such Loan Asset was created, in the
State where the Obligor is located.


 


25.         There
are no proceedings pending or, to the Borrower’s knowledge, threatened (i) asserting insolvency of the Obligor of such Loan
Asset or (ii) wherein the Obligor of such Loan Asset, any other obligated party or any Governmental Authority has alleged that
such Loan Asset or the Loan Agreement which creates such Loan Asset is illegal or unenforceable.


 




    	Sch. III- 3



    	 



    

 


26.         Each
such Loan Asset requires the related Obligor to pay all maintenance, repair, insurance and taxes, together with all other
ancillary costs and expenses, with respect to the related Underlying Collateral.


 


27.         The
Underlying Collateral related to each such Loan Asset has not, and will not, be used by the related Obligor in any manner or
for any purpose which would result in any material risk of liability being imposed upon the Seller, the Borrower or the
Lenders under any Applicable Laws related to the environment, health or safety.


 


28.         Each
such Loan Asset has an original term to maturity of not greater than seven years.


 


29.         Each
such Loan Asset does not contain confidentiality restrictions that would prohibit the Lenders, the Lender Agents or the
Administrative Agent from accessing all necessary information (as required to be provided pursuant to the Transaction
Documents) with regards to such Loan Asset, provided that the Lenders, the Lender Agents or the Administrative Agent will
agree to treat all such necessary information as confidential information.


 


30.         Each
such Loan Asset has a current cash coupon of at least (i) 3.00%, to the extent it is a Floating Rate Loan, or 8.00%, to the
extent it is a Fixed Rate Loan and (ii) such coupon is payable at least quarterly.


 


31.         Each
such Loan Asset (i) was originated and underwritten, or purchased and re-underwritten, by the Seller or the Borrower (or the
Servicer, on the Borrower’s behalf) including, without limitation, the completion of a due diligence and, if
applicable, a collateral assessment and (ii) is being serviced by the Servicer in accordance with the Servicing Standard.


 


32.         A
copy of the duly executed original promissory notes of the Loan Assets (and, in the case of any Noteless Loan Asset, a fully
executed assignment agreement) and if any Loan Assets are closed in escrow, a certificate from the closing attorneys of such
Loan Assets certifying the possession of the Required Loan Documents has been delivered to the Collateral Custodian as of the
applicable Cut-Off Date.


 


33.         Each
such Loan Asset is not subject to clause (a) of the definition of “Material Modification”.


 


34.         Each
such Loan Asset is not an extension of credit by the Seller to the Obligor for the purpose of (i) making any past due
principal, interest or other payments due on such Loan Asset, (ii) preventing such Loan Asset or any other loan to the
related Obligor from becoming past due or (iii) preventing such Loan Asset from becoming defaulted.


 


35.         The
Obligor with respect to such Loan Asset, on the applicable date of determination, (i) is a business organization (and not a
natural person) duly organized and validly existing under the laws of its jurisdiction of organization; (ii) is a legal
operating entity or holding company; (iii) has not entered into the Loan Asset primarily for personal, family or household
purposes; and (iv) is not the subject of a Bankruptcy Event, and, as of the related Cut-Off Date, such Obligor is not in
financial distress and has not experienced a material adverse change in its condition, financial or otherwise, in each case,
as determined by the Servicer in its reasonable discretion unless approved in writing by the Administrative Agent.


 




    	Sch. III- 4



    	 



    

 


36.         All
information provided by the Borrower or the Servicer to the Administrative Agent in writing with respect to such Loan Asset is
true and correct as of the date such information is provided.


 


37.         No
Loan Asset is an Equity Security nor does any Loan Asset provide for the conversion into an Equity Security at any time.


 


38.         No
selection procedure adverse to the interests of the Secured Parties was utilized by the Borrower in the selection of such Loan
Asset for inclusion in the Collateral Portfolio.


 


39.         Each
such Loan Asset is not a Loan Asset with respect to which interest required by the related Loan Agreement to be paid in cash has
previously been deferred or capitalized as principal and not subsequently paid in full, unless the Obligor has commenced paying
in cash current interest required to be paid in cash.


 


40.         Unless
otherwise approved by the Administrative Agent in writing, no Loan Asset is a participation interest in all or a portion of a loan
(for the avoidance of doubt, a syndication or co-lending interest which is not documented as a participation interest shall not
be deemed a participation interest).


 


41.         The
inclusion of such Loan Asset in the Collateral Portfolio does not result in the aggregate Adjusted Borrowing Value of all Fixed
Rate Loans included in the Collateral Portfolio to exceed $5,000,000.


 




    	Sch. III- 5



    	 



    

 


SCHEDULE IV


 


AGREED-UPON PROCEDURES FOR

INDEPENDENT PUBLIC ACCOUNTANTS


 


In accordance with Section 6.10
of the Agreement, the Servicer will cause a firm of nationally recognized independent public accountants to furnish in accordance
with attestation standards established by the American Institute of Certified Public Accountants a report to the effect that such
accountants have either verified, compared, or recalculated each of the following accounts in the Servicing Report to applicable
system or records of the Servicer:


 


		 ̈	Loan Asset List:



		o	Obligor classification



		o	Current principal amount



		o	Index, spread, PIK



		o	Loan Asset scheduled maturity date



		o	Loan Asset origination date



		o	Loan Asset purchase date



		o	Industry classification



		o	Loan Asset type



		o	Moody’s and S&P ratings (if applicable)



		o	Days delinquent



		o	Risk rating



		o	Cut-Off Date (the date that the Loan Asset is added to the facility)



		o	Net Leverage Ratio as of the applicable Cut-Off Date for such Loan Asset



		o	Net Leverage Ratio as of the most recent Relevant Test Period for such Loan Asset



		o	Interest Coverage Ratio as of the applicable Cut-Off Date for such Loan Asset



		o	Interest Coverage Ratio as of the most recent Relevant Test Period for such Loan Asset



		o	Rate of Interest (and reference rate)



		o	Outstanding Balance



		o	Industry classification



		o	Par amount



		o	Adjusted balance



		 ̈	Borrowing Base



		 ̈	Maximum availability under
the facility



		 ̈	Advances Outstanding



		 ̈	Cash reconciliation report



		 ̈	Compare Principal Collections
and Interest Collections to the actual balances reflected by the Account Bank



		 ̈	Discretionary sales calculations, substitution calculations,
Lien Release Dividend calculations



 


At the discretion of the nationally recognized
independent public accountant, three random Servicing Reports from the fiscal year will be chosen and reviewed.


 






    	Sch. IV- 1



    	 



    

 


The report provided by the accountants
may be in a format such typically utilized for a report of this nature; however, it will consist of at a minimum, (i) a list of
deviations from the Servicing Report and (ii) discuss with the Servicer the reason for such deviations, and set forth the findings
in such report.


 




    	Sch. IV- 2



    	 



    

 


SCHEDULE
V


 


LOAN ASSET SCHEDULE


 


The Borrower shall provide, with respect to each
Loan Asset, as applicable, the following information:


 





		(a)	Loan Asset number



 


		(b)	Obligor name



 


		(c)	Loan Asset type



 


		(d)	Original Loan Asset amount (par amount)



 


		(e)	Calculation of the Net Leverage Ratio as of the applicable Cut-Off Date for such Loan Asset and for the most recent
Relevant Test Period






 


		(f)	Calculation of the Interest Coverage Ratio as of the applicable Cut-Off Date for such Loan Asset and for the most
recent Relevant Test Period






 


		(g)	Secured by Mortgage (yes or no)



 


		(h)	Trailing twelve month EBITDA



 


		(i)	Days delinquent



 


		(j)	Scheduled maturity date



 


		(k)	Rate of interest (and reference rate)



 


		(l)	LIBOR floor (if applicable)



 


		(m)	Outstanding Balance



 


		(n)	Assigned Value



 


		(o)	Adjusted balance



 


		(p)	Industry classification



 


		(q)	Whether such Loan Asset has been subject to a Value Adjustment Event (and of what type)






 


		(r)	Whether such Loan Asset has been subject to a Material Modification



 


		(s)	The Cut-Off Date for such Loan Asset



 


		(t)	PIK percentage



 


		(u)	Advance rate








 



    	Sch. V- 1



    	 



    

 


EXECUTION COPY


(Conformed
to Amendment 5)


 


EXHIBITS 


 


TO 


 


LOAN AND SERVICING AGREEMENT


 


Dated as of July 24, 2012


 


(BDCA Funding I, LLC)


 


EXHIBITS 


 


	EXHIBIT A	Form of Approval Notice
	EXHIBIT B	Form of Assignment of Mortgage
	EXHIBIT C	Form of Borrowing Base Certificate
	EXHIBIT D	Form of Disbursement Request
	EXHIBIT E	Form of Joinder Supplement
	EXHIBIT F	Form of Notice of Borrowing
	EXHIBIT G	Form of Notice of Reduction (Reduction of Advances Outstanding)
	EXHIBIT H	[Reserved]
	EXHIBIT I-1	Form of Variable Funding Note
	EXHIBIT I-2	Form of Swingline Note
	EXHIBIT J	Form of Notice of Lien Release Dividend and Request for Consent
	EXHIBIT K	Form of Certificate of Closing Attorneys
	EXHIBIT L	Form of Servicing Report
	EXHIBIT M	Form of Servicer’s Certificate (Servicing Report)
	EXHIBIT N	Form of Release of Required Loan Documents
	EXHIBIT O	Form of Transferee Letter
	EXHIBIT P	Form of Power of Attorney for Servicer
	EXHIBIT Q	Form of Power of Attorney for Borrower
	EXHIBIT R	Form of Servicer’s Certificate (Loan Asset Register)


 




    	 



    	 



    

 


EXHIBIT A


  


LOAN ASSET 


APPROVAL NOTICE


 


DATE__________________________________


 


ELIGIBLE LOAN ASSET INFORMATION


 


Obligor Name ________________________________


 


Par Amount of Loan Asset
________________________


 


Tranche _________________________________


 


Pricing


 


Remaining Maturity ___________________________________


 


Net Leverage Ratio _________________________


 


Interest Coverage Ratio
______________________________


 


ASSIGNED VALUE


 


Assigned Value ___________________________


 


Advance Rate _____________________________


 


Purchase Price_____________________________


 


WELLS FARGO SECURITIES, LLC APPROVAL


 


Approval Good Until ________________________________


 


Approval Conditioned Upon _______________________________


 




    	Ex. A- 1



    	 



    

 


ASSET SPECIFIC ASSIGNED VALUE ADJUSTMENT EVENT(S)


 


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


Reviewed
by: _


Name: _______


Telephone No.


 




    	Ex. A- 2



    	 



    

 


EXHIBIT B


 


FORM OF ASSIGNMENT OF MORTGAGE


 


RECORDING REQUESTED BY AND UPON


RECORDATION RETURN TO:


[Attorney name]


Dechert LLP


[Address]


 


THIS DOCUMENT WAS, WITH THE ADVICE OF LOCAL COUNSEL,
PREPARED BY:


[Attorney name]


Dechert LLP


[Address]


 


GENERAL ASSIGNMENT OF [MORTGAGE/DEED OF TRUST] AND
LOAN


DOCUMENTS


 





THIS GENERAL ASSIGNMENT OF [MORTGAGE/DEED OF TRUST]
AND LOAN DOCUMENTS (this “Assignment”), made as of the ____ day of ____________, 20__ by                                           (“_____”),
having an address __________________________ (“Assignor”) to                                                   ,
a ________________, having an address at ___________________________ (“Assignee”).




  


KNOW ALL
MEN BY THESE PRESENTS, that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor has sold, assigned, granted, transferred, conveyed and set over, without recourse or warranty, and by these presents does
sell, assign, transfer, grant, convey and set over unto Assignee and to the successors and assigns of Assignee all of Assignor’s
right, title and interest in, to and under (a) the document(s) referenced in Annex 1 attached hereto and made a part hereof,
including any amendments or supplements thereto (such documents collectively referred to herein as the “Loan Documents”),
certain of which have been recorded as shown on Annex 2 attached hereto and made a part hereof, (b) the instruments,
documents, certificates, letters, records and papers relating to the Loan Documents and all other documents executed and/or delivered
in connection with the loan evidenced and/or secured by the Loan Documents, including, without limitation, all of Assignor’s
right, title and interest in any title insurance policies, and other insurance policies, endorsements and certificates, security
agreements, guaranties, indemnities, bank accounts, certificates of deposit, letters of credit, bonds, operating accounts, reserve
accounts, escrow accounts and other accounts, permits, licenses, opinions, surveys, appraisals, environmental reports, inspection
reports, financial statements, and any and all other documents and collateral arising out of and/or executed and/or delivered in
connection with the Loan Documents, (c) all rights and benefits of Assignor related to the Loan Documents, including without limitation,
all of Assignor’s rights to receive insurance proceeds, condemnation awards, indemnity payments, sales proceeds and all other
income, issues, profits, payments and proceeds of any nature under or in connection with the Loan Documents, and all of Assignor’s
rights to exercise any rights or remedies thereunder, and all claims, demands and causes of action related to the items referenced
in clauses (a) and (b) above (the items referenced in clauses (a), (b) and (c) are collectively referred to herein as the “Assigned
Property”). Assignor represents to Assignee that Assignor has good right, title and authority to assign the Assigned
Property as set forth herein. The Loan Documents relate to the real property described more particularly on Annex 3 attached
hereto and made a part hereof.


 


[Signature Page To Follow]


 




    	Ex. B- 1



    	 



    

 


IN WITNESS WHEREOF, Assignor has caused these presents to be duly executed as of
the day and year first written above.


 


	 	[Entity], a [State of Inc./Formation] [Entity Type]
	 	 
	 	[By:                                                   ,
    its                  ]
	 	 
	 	[SEAL]
	 	Name: 
	 	Title:


 


ACKNOWLEDGEMENT


 


	STATE OF	)
	 	)      ss.
	COUNTY OF	)


 


BEFORE ME,
the undersigned, a Notary Public in and for said County and State, personally appeared [Signatory], the [Position] of
[Entity], a [State of Inc./Formation] [Entity Type], and he/she acknowledged that he/she did sign the foregoing instrument
for and on behalf of said [Entity Type], being thereunto duly authorized, and that the same is his/her free act and deed
individually and as said officer and the free act and deed of the [Entity Type].


 


IN TESTIMONY WHEREOF, I have
hereunder set my hand and official seal at ,                                                                 this _____ day of___________ , 20__.


 


	 	 
	[Notarial Seal]	Notary Public
	 	Printed Name:
	 	My Commission Expires:


 




    	Ex. B- 2



    	 



    

 


ANNEX 11


To Exhibit B


 


[Modify/add/delete as appropriate]


 


		1.	[Loan Agreement, dated as of ___, 20__ (together with all
amendments and supplements from time to time thereto), between                                                  
 and                                                                    
 relating to a loan in the original principal amount of $                                     .



 


		2.	Promissory Note dated________ ___, 20__ in the original principal amount of $ ______ issued
                                                                             by ________ in favor of ______________ , or order.



 


		3.	Mortgage/Deed Trust, dated as of
                                                                                        ___, 20__ together with all amendments and supplements
                                                                             from                                                                              time to time thereto, in favor of [
                                                                             ______________ , as mortgagee] [ _____________________ as deed of trust trustee and ________________as beneficiary] and
                                                                             ___________________ , as                                                                                 secured party.



 


		4.	Assignment of Leases, Rents, dated as
                                                                             of                         ____,
                                                                             20__, (together with all amendments and supplements from time to time thereto), from  ________________ , as assignor, to
                                                                             ____________ , as assignee.



 


		5.	UCC-1 Financing Statements showing ________ , as debtor, and ___________ , as
                                                                             secured party.



 


		6.	[Reference other major loan documents, such as: loan agreement,
credit agreement, note purchase agreement, acquisition agreement, intercreditor agreement, guarantees, insurance policies and
assumption or substitution agreements.]



 





 






1
Capitalized terms used but not defined herein shall have the meaning ascribed to them in the .


 




    	Ex. B- 3



    	 



    

 


ANNEX 2 


To Exhibit B


  


[Modify/add/delete
as appropriate]


 


Recorded Documents: [Reference Recording
Office]


 


Mortgage/Deed Trust dated as
of____________  -     , 20__ from___________________ , as mortgagor/grantor
to ________________, as mortgagee/deed of trust trustee for the benefit of ________________ , as beneficiary recorded
_____________________ , 20__ in
Book                  , Page _____.
[Reference any recorded amendments and assignments.]


 


Assignment of Leases, Rents,
dated as of _______________________  _____ , 20 from ___________________ , as assignor, to _________________________ , as
assignee recorded            _________ , 20__ in Book ___________ , Page
_____. [Reference any recorded amendments.]


 


Local UCC Filing recorded
_________________________________ , 20__ Financing Statement
#                       .


 


Secretary of State UCC Filing recorded
_______________________ , 20__ Financing Statement [Reference any assignments.] #______________ .


 




    	Ex. B- 4



    	 



    

 


ANNEX 3


To Exhibit B


 


LEGAL DESCRIPTION


 


SEE ATTACHED


 




    	Ex. B- 5



    	 



    

 


EXHIBIT C


 


FORM OF BORROWING BASE CERTIFICATE


 


[_] [_], 20[_]


 


In connection with that certain Loan and Servicing Agreement, dated as of July
24, 2012 (as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”),
by and among BDCA Funding I, LLC, as the borrower (in such capacity, the “Borrower”), Business Development Corporation
of America, as the seller (in such capacity, the “Seller”) and as the servicer (in such capacity, the “Servicer”),
Wells Fargo Securities, LLC, as the administrative agent (in such capacity, the “Administrative Agent”),
Wells Fargo Bank, National Association, as the swingline lender (in such capacity, the “Swingline Lender”),each
of the Conduit Lenders and Institutional Lenders from time to time party thereto (the “Lenders”), each of the
Lender Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National Association, as the
collateral agent (in such capacity, the “Collateral Agent”), as the account bank (in such capacity, the “Account
Bank”) and as the collateral custodian (in such capacity, the “Collateral Custodian”). Capitalized
terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.


 


As of the date hereof,
the undersigned each certify that (i) all of the information set forth in Annex I attached hereto is true, correct and complete,
(ii) except as otherwise disclosed to the Administrative Agent and as detailed further below, no Event of Default has occurred
and no Unmatured Event of Default exists under the Loan and Servicing Agreement; and (iii) solely with respect to itself, each
of the representations and warranties contained in the Loan and Servicing Agreement is true, correct and complete in all respects.


 


EXISTING EVENT(S) OF DEFAULT


 


	 	 
	 	 
	 	 
	 	 


 


[Remainder of Page Intentionally Left Blank]


 




    	Ex. C- 1



    	 



    

 


Certified as of the date first written above.


 


 


	 	BDCA FUNDING I,  LLC, as the Borrower
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 
	 	BUSINESS DEVELOPMENT  CORPORATION OF AMERICA,  as the Seller and as the Servicer
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




    	Ex. C- 2



    	 



    

 


ANNEX I To


Exhibit C


 


BORROWING BASE REPORT


 


SEE ATTACHED


  




    	Ex. C- 3



    	 



    

 


EXHIBIT D


FORM OF DISBURSEMENT REQUEST


 


(Disbursements for Reinvestments of Principal
Collections)


 


[Date]


 


(BDCA FUNDING I, LLC)


 


U.S. Bank National Association


as the Collateral Agent and the Account Bank


9062 Old Annapolis Road


Columbia, Maryland 21045


Attn: CDO Trust Services—BDCA Funding I, LLC


Facsimile: (281) 667-3933


Phone: (410) 884-2000


 


With a copy to:


 


Wells Fargo Securities, LLC


as the Administrative Agent


One Wells Fargo Center, Mail Code: D1053-082


Charlotte, North Carolina 28288


Attention: Kevin Sunday


Facsimile No.: (704) 715-0067


Confirmation No: (704) 374-6230


 


[Lender Agent Name and Address]


 


Re:     Loan and
Servicing Agreement dated as of July 24, 2012


 


Ladies and Gentlemen:


 


This
Disbursement Request is delivered to you pursuant to Section 2.21 of that certain Loan and Servicing Agreement, dated as
of July 24, 2012 (as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”),
by and among BDCA Funding I, LLC, as the borrower (in such capacity, the “Borrower”), Business Development
Corporation of America, as the seller (in such capacity, the “Seller”) and as the servicer (in such capacity,
the “Servicer”), Wells Fargo Securities, LLC, as the administrative agent (in such capacity, the “Administrative
Agent”), Wells Fargo Bank, National Association, as the swingline lender (in such capacity, the
“Swingline Lender”), each of the Conduit Lenders and Institutional Lenders from time to time party thereto
(the “Lenders”), each of the Lender Agents from time to time party thereto (the “Lender Agents”)
and U.S. Bank National Association, as the collateral agent (in such capacity, the “Collateral Agent”),
as the account bank (in such capacity, the “Account Bank”) and as the collateral custodian (in such capacity,
the “Collateral Custodian”). Capitalized terms used but not defined herein shall have the meanings provided
in the Loan and Servicing Agreement.


 




    	Ex. D- 1



    	 



    

 





Each of the undersigned, being a duly elected
Responsible Officer of the Borrower and of the Servicer, respectively, and holding the office set forth below such officer’s
name, hereby certifies as follows:


 


[1.          Pursuant
to Section 2.21(a) of the Loan and Servicing Agreement, the Servicer on behalf of the Borrower hereby requests
a Disbursement of Principal Collections from the Principal Collection Account in the amount of $ _________ to reinvest in
additional Eligible Loan Assets to be Pledged under the Loan and Servicing Agreement.]


 


[2.          Pursuant
to Section 2.21(b) of the Loan and Servicing Agreement, the Servicer on behalf of the Borrower hereby requests
a Disbursement of Principal Collections from the Principal Collection Account in the amount of $ _______ to make payments in
respect of the Advances Outstanding in accordance with and subject to the terms of Section 2.18 of the Loan and
Servicing Agreement]


 


3.          The
Servicer on behalf of the Borrower hereby requests that such Disbursement be made on the following date:                                   .


 


4.          In
connection with a Disbursement pursuant to Section 2.21 of the Loan and Servicing Agreement, attached to this Disbursement
Request is a true, correct and complete calculation of the Borrowing Base and all components thereof.


 


5.          All
of the conditions applicable to the Disbursement as set forth in the Loan and Servicing Agreement have been satisfied as of the
date hereof and will remain satisfied to the date of such Disbursement including the following:


 


(i)          The
representations and warranties of each of the Servicer and the Borrower, respectively, set forth in the Loan and Servicing Agreement
are true and correct in all respects on and as of such date, before and after giving effect to the Disbursement and to the application
of the proceeds therefrom, as though made on and as of such date, except to the extent relating to an earlier date;


 


(ii)         No
Servicer Termination Event or Event of Default has occurred, or would result from such Disbursement or from the application of
the proceeds therefrom, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Disbursement
or from the application of the proceeds therefrom; and


 


(iii)        Each
of the Servicer and the Borrower is in compliance with each of its covenants set forth in the Transaction Documents.


 


Each of the undersigned certify that all
information contained herein and in the attached Borrowing Base Certificate, as applicable, is true and correct as of the date
hereof.


 


[ATTACH BORROWING BASE CERTIFICATE AND LOAN
ASSET SCHEDULE FOR DISBURSEMENTS PURSUANT TO SECTION 2.21]


 




    	Ex. D- 2



    	 



    

 


[Remainder of Page Intentionally Left Blank]


 




    	Ex. D- 3



    	 



    

 


IN WITNESS WHEREOF,
the undersigned have executed this Disbursement Request as of the date first written above.


 


	 	BDCA FUNDING I, LLC, as the Borrower
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 
	 	BUSINESS DEVELOPMENT CORPORATION OF AMERICA, as the Servicer
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




    	Ex. D- 4



    	 



    

 


EXHIBIT E


 


FORM OF


JOINDER SUPPLEMENT


 


JOINDER SUPPLEMENT,
dated as of the date set forth in Item 1 of Schedule I hereto, among the financial institution identified in Item 2 of Schedule
I hereto, BDCA Funding I, LLC, as the borrower (the “Borrower”), the Lender Agent named in Item 5 of Schedule
I hereto (the “Lender Agent”) and Wells Fargo Securities, LLC, as the administrative agent (the “Administrative
Agent”).


 


WITNESSETH:


 


WHEREAS, this Joinder Supplement is being executed and delivered under Sections
2.22 or 11.04 of the Loan and Servicing Agreement, dated as of July 24, 2012 (as amended, modified, waived, supplemented
or restated from time to time, the “Loan and Servicing Agreement”), by and among BDCA Funding I, LLC, as the
borrower (in such capacity, the “Borrower”), Business Development Corporation of America, as the seller (in
such capacity, the “Seller”) and as the servicer (in such capacity, the “Servicer”), Wells
Fargo Securities, LLC, as the administrative agent (in such capacity, the “Administrative Agent”),
Wells Fargo Bank, National Association, as the swingline lender (in such capacity, the “Swingline Lender”),
each of the Conduit Lenders and Institutional Lenders from time to time party thereto (the “Lenders”), each
of the Lender Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National Association,
as the collateral agent (in such capacity, the “Collateral Agent”), as the account bank (in such capacity, the
“Account Bank”) and as the collateral custodian (in such capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement; and


 


WHEREAS, the party
set forth in Item 2 of Schedule I hereto (the “Proposed Lender”) wishes to become a Lender designated as a[n]
[Conduit Lender] [Institutional Lender] party to the Loan and Servicing Agreement;


 


NOW, THEREFORE, the parties hereto hereby agree as
follows:


 


(a)          Upon
receipt by the Administrative Agent of an executed counterpart of this Joinder Supplement, to which is attached a fully completed
Schedule I and Schedule II, each of which has been executed by the Proposed Lender, the Borrower, the Lender Agent, the Administrative
Agent and the Collateral Agent, the Administrative Agent will transmit to the Proposed Lender, the Borrower, the Collateral Agent
and the Lender Agent, a Joinder Effective Notice, substantially in the form of Schedule III to this Joinder Supplement (a “Joinder
Effective Notice”). Such Joinder Effective Notice shall be executed by the Administrative Agent and shall set forth,
inter alia, the date on which the joinder effected by this Joinder Supplement shall become effective (the “Joinder
Effective Date”). From and after the Joinder Effective Date, the Proposed Lender shall be a Lender designated as a[n]
[Conduit Lender][Institutional Lender] party to the Loan and Servicing Agreement for all purposes thereof.


 


(b)          Each
of the parties to this Joinder Supplement agrees and acknowledges that at any time and from time to time upon the written request
of any other party, it will execute and deliver such further documents and do such further acts and things as such other party
may reasonably request in order to effect the purposes of this Joinder Supplement.


 




    	Ex. E- 1



    	 



    

 


(c)          By
executing and delivering this Joinder Supplement, the Proposed Lender confirms to and agrees with the Administrative Agent, the
Collateral Agent, the Lender Agents and the other Lender(s) as follows: (i) none of the Administrative Agent, the Collateral Agent,
the Lender Agents and the other Lender(s) makes any representation or warranty or assumes any responsibility with respect to any
statements, warranties or representations made in or in connection with the Loan and Servicing Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan and Servicing Agreement or any other instrument or document
furnished pursuant thereto, or with respect to any Variable Funding Note issued under the Loan and Servicing Agreement, or the
Collateral Portfolio or the financial condition of the Seller, the Servicer or the Borrower, or the performance or observance by
the Seller, the Servicer or the Borrower of any of their respective obligations under the Loan and Servicing Agreement, any other
Transaction Document or any other instrument or document furnished pursuant thereto; (ii) the Proposed Lender confirms that it
has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Joinder Supplement; (iii) the Proposed Lender will, independently and without reliance upon the Administrative
Agent, the Collateral Agent, the Lender Agents or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan and Servicing
Agreement; (iv) the Proposed Lender appoints and authorizes the Lender Agent to take such action as agent on its behalf and to
exercise such powers under the Loan and Servicing Agreement as are delegated to the Lender Agent by the terms thereof, together
with such powers as are reasonably incidental thereto, all in accordance with Article IX of the Loan and Servicing Agreement; (v)
the Proposed Lender appoints and authorizes the Administrative Agent, the Collateral Custodian and the Collateral Agent, as applicable,
to take such action as agent on its behalf and to exercise such powers under the Loan and Servicing Agreement as are delegated
to the Administrative Agent, the Collateral Custodian and Collateral Agent, as applicable, by the terms thereof, together with
such powers as are reasonably incidental thereto, all in accordance with the Loan and Servicing Agreement; and (vi) the Proposed
Lender agrees (for the benefit of the parties hereto and the other Lender(s)) that it will perform in accordance with their terms
all of the obligations which by the terms of the Loan and Servicing Agreement are required to be performed by it as a Lender designated
as a[n] [Conduit Lender][Institutional Lender].


 


(d)          Schedule
II hereto sets forth administrative information with respect to the Proposed Lender.


 


(e)          This
Joinder Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


IN WITNESS WHEREOF,
the parties hereto have caused this Joinder Supplement to be executed by their respective duly authorized officers on Schedule
I hereto as of the date set forth in Item 1 of Schedule I hereto.


 




    	Ex. E- 2



    	 



    

 


SCHEDULE I TO


JOINDER SUPPLEMENT


 


COMPLETION OF INFORMATION AND

SIGNATURES FOR JOINDER SUPPLEMENT


 


Re: Loan and Servicing Agreement, dated
as of July 24, 2012, among BDCA Funding I, LLC, as Borrower, the other parties thereto and Wells Fargo Securities, LLC, as Administrative
Agent.


 


Item 1: Date of Joinder Supplement:


 


Item 2: Proposed Lender:


 


	Item 3: Type of Lender:	                                                      	 Conduit Lender
	 	             	 Institutional Lender


 


Item 4: Commitment:                                                                                       


 


Commitment Termination Date:                                                  


 


Item 5: Name of Lender Agent (if a Conduit
Lender):


 


Item 6: Signatures of Parties to Agreement:


 


	 		as Proposed Lender
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	                                                   
      , as Proposed
	 	 	Lender Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Ex. E- 3



    	 



    

 


	 	BDCA FUNDING I, LLC, as Borrower
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 
	 	WELLS FARGO SECURITIES, LLC, as Administrative Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[NAME OF LENDER AGENT][NAME OF INSTITUTIONAL LENDER], as [Lender Agent][Institutional Lender]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Ex. E- 4



    	 



    

 


	 	[NAME OF CONDUIT LENDER], as 

[Conduit Lender]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Ex. E- 5



    	 



    

 


SCHEDULE II TO

JOINDER SUPPLEMENT


 


ADDRESS FOR NOTICES


AND


WIRE INSTRUCTIONS


 


	Address for Notices: 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone:	 	 





	 	Facsimile:	 	 





	 	email:	 	 


 


	 	With a copy to:


 


	 	 	 
	 	 	 
	 	 	 





	 	Telephone:	 	 





	 	Facsimile:	 	 





	 	email:	 	 


 


	Wire Instructions:	Name of Bank:	 	 





	 	A/C No.:	 	 





	 	ABA No.	 	 





	 	Reference:	 	 


 




    	Ex. E- 6



    	 



    

 


SCHEDULE III TO 


JOINDER SUPPLEMENT




 


FORM OF


JOINDER EFFECTIVE NOTICE


 


To:        [Name and address of the Borrower, Collateral Agent,
Lender Agent and Proposed


Lender]


 


The undersigned, as Administrative Agent under the Loan and Servicing Agreement,
dated as of July 24, 2012 (as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing
Agreement”), by and among BDCA Funding I, LLC, as the borrower (in such capacity, the “Borrower”),
Business Development Corporation of America, as the seller (in such capacity, the “Seller”) and as the servicer
(in such capacity, the “Servicer”), Wells Fargo Securities, LLC, as the administrative agent (in such capacity,
the “Administrative Agent”), Wells Fargo Bank, National Association, as the swingline
lender (in such capacity, the “Swingline Lender”), each of the Conduit Lenders and Institutional Lenders
from time to time party thereto (the “Lenders”), each of the Lender Agents from time to time party thereto (the
“Lender Agents”) and U.S. Bank National Association, as the collateral agent (in such capacity, the “Collateral
Agent”), as the account bank (in such capacity, the “Account Bank”) and as the collateral custodian
(in such capacity, the “Collateral Custodian”). [Note: attach copies of Schedules I and II from such Joinder
Supplement.] Terms defined in such Joinder Supplement are used herein as therein defined.


 


Pursuant to such Joinder
Supplement, you are advised that the Joinder Effective Date for [Name of Proposed Lender] will
be                        and
such Proposed Lender will be a Lender designated as a[n] [Conduit Lender] [Institutional Lender] with a Commitment
of                    .


 


	 	Very truly yours,
	 	 
	 	
        WELLS FARGO SECURITIES, LLC,

        as Administrative Agent

	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




    	Ex. E- 7



    	 



    

 


EXHIBIT F


 


FORM OF NOTICE OF BORROWING


 


NOTICE OF BORROWING 


 


[Date]


 


(BDCA FUNDING I, LLC)


 


	To:	Wells Fargo Securities, LLC	 	U.S. Bank National Association 
	 	as the Administrative Agent 301 S. 

College Street, D1053-082 Charlotte, 

North Carolina 28288 Attention: Kevin 

Sunday	 	
        as the Collateral Custodian

        1719 Range Way

        Florence, South Carolina 29501

        Attention: Steve Garrett

	 	Facsimile No: (704) 715-0089 

Confirmation No: (704) 715-8582	 	
        Facsimile No: (843) 673-0162

        Confirmation No: (843) 676-8901

	 	 	 	 
	 	
        [Lender Agent Name and Address] With a

         

        copy to:
	 	
        With a copy to:

         

        U.S. Bank National Association

        One Federal Street, 3rd
        Floor

        Boston, MA 02110

	 	
        U.S. Bank National Association

        as the Collateral Agent and the Account
	 	
        Attention: Jeffrey B. Stone, Vice

        President Facsimile No: (866) 373-5984

	 	Bank	 	Confirmation No: (617) 603-6538
	 	
        U.S. Bank National Association

        One Federal Street, 3rd Floor
	 	 
	 	Boston, MA 02110	 	 
	 	Attention: Jeffrey B. Stone, Vice President	 	 
	 	Facsimile No: (866) 373-5984	 	 
	 	Confirmation No: (617) 603-6538	 	 
	 	 	 	 
	 	Re:     Loan and Servicing Agreement, dated as of July 24, 2012	 	 


 


Ladies and Gentlemen:


 


This Notice of Borrowing
is delivered to you pursuant to Sections 2.02 and 3.02 of that certain Loan and Servicing Agreement, dated as of
July 24, 2012 (as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”),
by and among BDCA Funding I, LLC, as the borrower (in such capacity, the “Borrower”), Business Development Corporation
of America, as the seller (in such capacity, the “Seller”) and as the servicer (in such capacity, the “Servicer”),
Wells Fargo Securities, LLC, as the administrative agent (in such capacity, the “Administrative Agent”),
Wells Fargo Bank, National Association, as the swingline lender (in such capacity, the “Swingline Lender”),
each of the Conduit Lenders and Institutional Lenders from time to time party thereto (the “Lenders”), each
of the Lender Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National Association,
as the collateral agent (in such capacity, the “Collateral Agent”), as the account bank (in such capacity, the
“Account Bank”) and as the collateral custodian (in such capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.


 




    	Ex. F- 1



    	 



    

 





Each of the undersigned, being a duly elected
Responsible Officer of the Borrower and of the Servicer, respectively, and holding the office set forth below such officer’s
name, hereby certifies as follows:


 


1.          [The
Borrower hereby requests an a[n] [Swingline][Advance]
in the principal amount of $____________ to purchase Eligible Loan Assets.


 


(i)          Wells Fargo’s
Pro Rata Share of such requested Advance is
$                     .


 


(ii)         [Conduit/Institutional
Lender’s] Pro Rata Share of such requested Advance is $                            .


 


(iii)        [Conduit/Institutional
Lender’s] Pro Rata Share of such requested A_____________________ dvance is $          ].


 


2.          The
Borrower hereby requests that such [Swingline][Advance] be made on the following
date: ___________.


 


3.          Attached
to this Notice of Borrowing is a true, correct and complete calculation of the Borrowing Base and all components thereof.


 


4.          Attached
to this Notice of Borrowing is a true, correct and complete list of all Loan Assets which will become part of the Collateral
Portfolio on the date hereof, each Loan Asset reflected thereon being an Eligible Loan Asset.


 


5.          All
of the conditions applicable to the Swingline Advance or the Advance requested herein
as set forth in the Loan and Servicing Agreement have been satisfied as of the date hereof and will remain satisfied to the
date of such Swingline Advance or Advance, including those set forth in Article
III of the Loan and Servicing Agreement, and the following:


 


(i)          The
representations and warranties of each of the Servicer and the Borrower, respectively, set forth in the Loan and Servicing
Agreement are true and correct in all respects on and as of such date, before and after giving effect to such
Swingline Advance or Advance and to the application of the proceeds therefrom, as though made on and as of such
date (other than any representation or warranty that is made as of a specific date);


 


(ii)         No
Event of Default has occurred, or would result from such Swingline Advance or Advance and
no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Swingline
Advance or Advance;


 


(iii)        No
event has occurred and is continuing, or would result from such Swingline Advance or Advance,
which constitutes a Servicer Termination Event or any event which, if it continues uncured, will, with notice or lapse of time,
constitute a Servicer Termination Event; and


 




    	Ex. F- 2



    	 



    

 


(iv) Each of the Servicer and the Borrower, respectively,
is in compliance with each of its covenants set forth in the Transaction Documents.


 


6.          Each
of the undersigned certify that all information contained herein and in the attached Borrowing Base Certificate is true,
correct and complete as of the date hereof.


 


[ATTACH BORROWING BASE CERTIFICATE AND LOAN
ASSET SCHEDULE]


 




    	Ex. F- 3



    	 



    

 


IN WITNESS WHEREOF,
the undersigned have executed this Notice of Borrowing as of the date first written above.


 


	 	
        BDCA FUNDING I, LLC, 

        as the Borrower

	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	
        BUSINESS DEVELOPMENT CORPORATION
        OF AMERICA, 

        as the Servicer

	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




    	Ex. F- 4



    	 



    

 


EXHIBIT G


 


FORM OF NOTICE OF REDUCTION


 


(Reduction of Advances Outstanding)


 


[Date]


 


(BDCA FUNDING I, LLC)


 


Wells Fargo Securities, LLC,


as the Administrative Agent


One Wells Fargo Center, Mail Code: D1053-082


Charlotte, North Carolina 28288


Attention: Kevin Sunday


Facsimile No.: (704) 715-0067


Confirmation No: (704) 374-6230


 


[Lender Agent Name and Address]


 


U.S. Bank National Association, as the Collateral Agent


U.S. Bank National Association One Federal Street, 3rd
Floor Boston, MA 02110


Attention:    Jeffrey B. Stone, Vice President

Facsimile No: (866) 373-5984


Confirmation No:    (617) 603-6538


 


Re:      Loan and Servicing Agreement, dated as of July
24, 2012


 


Ladies and Gentlemen:


 


This Notice of Reduction
is delivered to you pursuant to Section 2.18(a) of that certain Loan and Servicing Agreement, dated as of July 24, 2012
(as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”),
by and among BDCA Funding I, LLC, as the borrower (in such capacity, the “Borrower”), Business Development Corporation
of America, as the seller (in such capacity, the “Seller”) and as the servicer (in such capacity, the “Servicer”),
Wells Fargo Securities, LLC, as the administrative agent (in such capacity, the “Administrative Agent”),
Wells Fargo Bank, National Association, as the swingline lender (in such capacity, the “Swingline Lender”),
each of the Conduit Lenders and Institutional Lenders from time to time party thereto (the “Lenders”), each
of the Lender Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National Association,
as the collateral agent (in such capacity, the “Collateral Agent”), as the account bank (in such capacity, the
“Account Bank”) and as the collateral custodian (in such capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.


 




    	Ex. G- 1



    	 



    

 


Each of the undersigned, being a duly elected Responsible Officer
of the Borrower and of the Servicer, respectively, and holding the office set forth below such officer’s name, hereby certifies
as follows:


 


1.          Pursuant
to Section 2.18(a) of the Loan and Servicing Agreement, the Servicer on behalf of the Borrower desires to reduce the
Advances Outstanding (an “Advance Reduction”) by the amount of $_____________ as
follows:.


 


(i)          Wells Fargo’s
portion (reduction is pro rata based on Advances Outstanding) of such requested Advance Reduction is
$                                 .


 


(ii)         [Conduit/Institutional Lender’s]
portion (reduction is pro rata based on Advances Outstanding) of such requested Advance Reduction is
$                             .


 


(iii)        [Conduit/Institutional
Lender’s] portion (reduction is pro rata based on Advances Outstanding) of such requested Advance Reduction
is $                              .


 


2.          The
Servicer on behalf of the Borrower hereby requests that such Advance Reduction be made on the following date:


 


3.          Attached
to this Notice of Reduction is a true, correct and complete calculation of the Borrowing Base and all components thereof.


 


4.          The
Servicer, on behalf of the Borrower, hereby represents that no event would result from such Advance Reduction, which
constitutes an Event of Default or Unmatured Event of Default.


 


Each of the undersigned certify that all information contained
herein and in the attached Borrowing Base Certificate is true and correct as of the date hereof.


 


[ATTACH BORROWING BASE CERTIFICATE]


 


[Remainder of Page Intentionally Left Blank]


 




    	Ex. G- 2



    	 



    

 


IN WITNESS WHEREOF,
the undersigned have executed this Notice of Reduction as of the date first written above.


 


	 	BDCA FUNDING I, LLC, 

as the Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	BUSINESS DEVELOPMENT CORPORATION OF AMERICA, 

as the Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Ex. G- 3



    	 



    

 


EXHIBIT H


 


[RESERVED]


 




    	Ex. H- 1



    	 



    

 


 


EXHIBIT I-1


 


FORM OF VARIABLE FUNDING NOTE


 


$                                                                                                                                                          
[________] [__], 20[ ]


 


THIS VARIABLE FUNDING
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). NEITHER THIS VARIABLE
FUNDING NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.


 


THIS VARIABLE FUNDING
NOTE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT TO A (A) QUALIFIED INSTITUTIONAL
BUYER UNDER RULE 144A OF THE SECURITIES ACT OR AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE (1)-501(A)(1)-(3)
OR (7) UNDER THE SECURITIES ACT, IN EACH CASE, WHO IS ALSO A (B) QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) OF THE 1940
ACT, AND IN COMPLIANCE WITH THE TERMS OF THE LOAN AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR VALUE RECEIVED, BDCA FUNDING I, LLC,
a Delaware limited liability company (the “Borrower”), promises to pay to [Name of Lender Agent] [                  ]
(the “Lender Agent”), or its [Name of Lender]’s (“Lender”) assigns, the principal sum
of [_] DOLLARS ($[_]), or, if less, the unpaid principal amount of the aggregate Advances (the “Advances Outstanding”)
made by the Lender to the Borrower pursuant to the Loan and Servicing Agreement (as defined below), as set forth on the attached
Schedule, on the dates specified in the Loan and Servicing Agreement, and to pay interest on the unpaid principal amount of the
Advances Outstanding on each day that such unpaid principal amount is outstanding, at the Yield Rate related to such Advances Outstanding
as provided in the Loan and Servicing Agreement, on each Payment Date and each other date specified in the Loan and Servicing Agreement.


 


This Variable Funding
Note (the “Note”) is issued pursuant to the Loan and Servicing Agreement, dated as of July 24, 2012 (as amended,
modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”), by and among
BDCA Funding I, LLC, as the borrower (in such capacity, the “Borrower”), Business Development Corporation of
America, as the seller (in such capacity, the “Seller”) and as the servicer (in such capacity, the “Servicer”),
Wells Fargo Securities, LLC, as the administrative agent (in such capacity, the “Administrative Agent”),
Wells Fargo Bank, National Association, as the swingline lender (in such capacity, the “Swingline Lender”),
each of the Conduit Lenders and Institutional Lenders from time to time party thereto (the “Lenders”), each
of the Lender Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National Association,
as the collateral agent (in such capacity, the “Collateral Agent”), as the account bank (in such capacity, the
“Account Bank”) and as the collateral custodian (in such capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.


 




    	Ex. I- 1



    	 



    

 


Notwithstanding any
other provisions contained in this Note, if at any time the rate of interest payable by the Borrower under this Note, when combined
with any and all other charges provided for in this Note, in the Loan and Servicing Agreement or in any other document (to the
extent such other charges would constitute interest for the purpose of any applicable law limiting interest that may be charged
on this Note), exceeds the highest rate of interest permissible under applicable law (the “Maximum Lawful Rate”),
then so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Note shall be equal to the Maximum Lawful
Rate. If at any time thereafter the rate of interest payable under this Note is less than the Maximum Lawful Rate, the Borrower
shall continue to pay interest under this Note at the Maximum Lawful Rate until such time as the total interest paid by the Borrower
is equal to the total interest that would have been paid had applicable law not limited the interest rate payable under this Note.
In no event shall the total interest received by the Lender under this Note exceed the amount which the Lender could lawfully have
received had the interest due under this Note been calculated since the date of this Note at the Maximum Lawful Rate.


 


Payments of the principal
of, and interest on, Advances Outstanding represented by this Note shall be made by or on behalf of the Borrower to the holder
hereof by wire transfer of immediately available funds in the manner and at the address specified for such purpose as provided
in the Loan and Servicing Agreement, or in such manner or at such other address as the holder of this Note shall have specified
in writing to the Borrower for such purpose, without the presentation or surrender of this Note or the making of any notation on
this Note.


 


If any payment under
this Note falls due on a day that is not a Business Day, then such due date shall be extended to the next succeeding Business Day
and interest shall be payable on any principal so extended at the applicable Yield Rate.


 


If all or a portion
of (i) any interest payable hereunder or (ii) any other amounts payable hereunder shall not be paid when due other than the principal
amount hereof (whether at maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum
that is equal to the Base Rate plus 42.5% (unless otherwise specified in the Loan and Servicing Agreement), in each case
from the date of such non-payment to (but excluding) the date such amount is paid in full.


 


For the avoidance of
doubt, if any Event of Default shall have occurred, with respect to the principal amount hereof, the Yield Rate shall be increased
pursuant to the increase set forth in the definition of “Applicable Spread” set forth in the Loan and Servicing Agreement,
effective as of the date of the occurrence of such Event of Default, and shall apply after the occurrence of such Event of Default.


 


Portions or all of
the principal amount of the Note shall become due and payable at the time or times set forth in the Loan and Servicing Agreement.
Any portion or all of the principal amount of this Note may be prepaid, together with interest thereon (and, as set forth in the
Loan and Servicing Agreement, certain costs and expenses of the Lender) at the time and in the manner set forth in, but subject
to the provisions of, the Loan and Servicing Agreement.


 




    	Ex. I- 2



    	 



    

 


Except as provided
in the Loan and Servicing Agreement, the Borrower expressly waives presentment, demand, diligence, protest and all notices of any
kind whatsoever with respect to this Note.


 


All amounts evidenced
by this Note, the Lender’s Advances Outstanding and all payments and prepayments of the principal hereof and the respective
dates and maturity dates thereof shall be endorsed by the Lender Agent, on the schedule attached hereto and made a part hereof
or on a continuation thereof, which shall be attached hereto and made a part hereof; provided, however, that the failure
of the Lender Agent to make such a notation shall not in any way limit or otherwise affect the obligations of the Borrower under
this Note as provided in the Loan and Servicing Agreement.


 


The holder hereof may
sell, assign, transfer, negotiate, grant participations in or otherwise dispose of all or any portion of any Advances Outstanding
made by the Lender and represented by this Note and the indebtedness evidenced by this Note, subject to the applicable provisions
of the Loan and Servicing Agreement.


 


This Note is secured
by the security interests granted pursuant to Section 2.13 of the Loan and Servicing Agreement. The holder of this Note
is entitled to the benefits of the Loan and Servicing Agreement and may enforce the agreements of the Borrower contained in the
Loan and Servicing Agreement and exercise the remedies provided for by, or otherwise available in respect of, the Loan and Servicing
Agreement, all in accordance with, and subject to the restrictions contained in, the terms of the Loan and Servicing Agreement.
If an Event of Default shall occur, the unpaid balance of the principal of all Advances Outstanding, together with accrued interest
thereon, may be declared, and may become, due and payable in the manner and with the effect provided in the Loan and Servicing
Agreement.


 


The Borrower, the Seller
and the Servicer, the Lenders, the Administrative Agent, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral
Custodian each intend, for federal, state and local income and franchise tax purposes only, that this Note be evidence of indebtedness
of the Borrower secured by the Collateral Portfolio and the Lender, as a[n] [institutional lender] [conduit lender] under the Loan
and Servicing Agreement, by the acceptance hereof, agrees to treat the Note for federal, state and local income and franchise tax
purposes as indebtedness of the Borrower.


 


This Note is a “Variable
Funding Note” as referred to in Section 2.01 of the Loan and Servicing Agreement. This Note shall be construed in
accordance with and governed by the laws of the State of New York.


 


[Remainder of Page Intentionally Left Blank]


 




    	Ex. I- 3



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Note as on the date first written above.


 


	 	BDCA FUNDING I, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	
        BDCA FUNDING I, LLC

         

	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	
        Title:

         



 




    	Ex. I- 4



    	 



    

 


Schedule attached to Variable Funding
Note dated July 24, 2012 of BDCA FUNDING I, LLC payable to the order of [LENDER/LENDER AGENT]


	Date of	Principal	Principal	Outstanding
	Advance or	Amount of	Amount of	Principal
	Repayment	Advance	Repayment	Amount
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 




    	Ex. I- 5



    	 



    

 


EXHIBIT I-2


 


FORM OF SWINGLINE NOTE


 


$___________________________________________________________________________[_________]
[__], 20[  ]


 


THIS
SWINGLINE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). NEITHER THIS SWINGLINE
NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.


 


THIS
SWINGLINE NOTE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT TO A (A) QUALIFIED
INSTITUTIONAL BUYER UNDER RULE 144A OF THE SECURITIES ACT OR AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE
(1)-501(A)(1)-(3) OR (7) UNDER THE SECURITIES ACT, IN EACH CASE, WHO IS ALSO A (B) QUALIFIED PURCHASER FOR PURPOSES OF SECTION
3(c)(7) OF THE 1940 ACT, AND IN COMPLIANCE WITH THE TERMS OF THE LOAN AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR
VALUE RECEIVED, BDCA FUNDING I, LLC, a Delaware limited liability company (the “Borrower”), promises to pay to
[Name of Lender Agent] [              ] (the “Swingline Lender”), or its assigns, the principal sum of [_] DOLLARS ($[_]),
or, if less, the unpaid principal amount of the aggregate swingline advances (the “Swingline Advances”) made by
the Swingline Lender to the Borrower pursuant to the Loan and Servicing Agreement (as defined below), as set forth on the
attached Schedule, on the dates specified in the Loan and Servicing Agreement, and to pay interest on the unpaid principal
amount of each Swingline Advance on each day that such unpaid principal amount is outstanding, at the Yield Rate related to
such Swingline Advance as provided in the Loan and Servicing Agreement, on each Payment Date and each other date specified in
the Loan and Servicing Agreement.


 


This
Swingline Note (the “Note”) is issued pursuant to the Loan and Servicing Agreement, dated as of July 24, 2012 (as amended,
modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”), by and among BDCA
Funding I, LLC, as the borrower (in such capacity, the “Borrower”), Business Development Corporation of America, as
the seller (in such capacity, the “Seller”) and as the servicer (in such capacity, the “Servicer”), Wells
Fargo Securities, LLC, as the administrative agent (in such capacity, the “Administrative Agent”), Wells Fargo Bank,
National Association, as the swingline lender (in such capacity, the “Swingline Lender”), each of the Conduit Lenders
and Institutional Lenders from time to time party thereto (the “Lenders”), each of the Lender Agents from time to time
party thereto (the “Lender Agents”) and U.S. Bank National Association, as the collateral agent (in such capacity,
the “Collateral Agent”), as the account bank (in such capacity, the “Account Bank”) and as the collateral
custodian (in such capacity, the “Collateral Custodian”). Capitalized terms used but not defined herein shall have
the meanings provided in the Loan and Servicing Agreement.


 




    	Ex. JI- 1



    	 



    

 





Notwithstanding
any other provisions contained in this Note, if at any time the rate of interest payable by the Borrower under this Note, when
combined with any and all other charges provided for in this Note, in the Loan and Servicing Agreement or in any other document
(to the extent such other charges would constitute interest for the purpose of any applicable law limiting interest that may be
charged on this Note), exceeds the highest rate of interest permissible under applicable law (the “Maximum Lawful Rate”),
then so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Note shall be equal to the Maximum Lawful
Rate. If at any time thereafter the rate of interest payable under this Note is less than the Maximum Lawful Rate, the Borrower
shall continue to pay interest under this Note at the Maximum Lawful Rate until such time as the total interest paid by the Borrower
is equal to the total interest that would have been paid had applicable law not limited the interest rate payable under this Note.
In no event shall the total interest received by the Swingline Lender under this Note exceed the amount which the Swingline Lender
could lawfully have received had the interest due under this Note been calculated since the date of this Note at the Maximum Lawful
Rate. 


 


Payments
of the principal of, and interest on, Swingline Advances represented by this Note shall be made by or on behalf of the Borrower
to the holder hereof by wire transfer of immediately available funds in the manner and at the times and at the address specified
for such purpose as provided in the Loan and Servicing Agreement, or in such manner or at such other address as the holder of this
Note shall have specified in writing to the Borrower for such purpose, without the presentation or surrender of this Note or the
making of any notation on this Note. Swingline Advances refunded as Advances in accordance with Section 2.23 of the Loan and Servicing
Agreement shall be payable by the Borrower as Advances pursuant to the Variable Funding Notes, and shall not be payable under this
Swingline Note as Swingline Advances. 


 


If
any payment under this Note falls due on a day that is not a Business Day, then such due date shall be extended to the next succeeding
Business Day and interest shall be payable on any principal so extended at the applicable Yield Rate. 


 


For
the avoidance of doubt, if any Event of Default shall have occurred, with respect to the principal amount hereof, the Yield Rate
shall be increased pursuant to the increase set forth in the definition of “Applicable Spread” set forth in the Loan
and Servicing Agreement, effective as of the date of the occurrence of such Event of Default, and shall apply after the occurrence
of such Event of Default. 


 


Portions
or all of the principal amount of the Note shall become due and payable at the time or times set forth in the Loan and Servicing
Agreement. Any portion or all of the principal amount of this Note may be prepaid, together with interest thereon (and, as set
forth in the Loan and Servicing Agreement, certain costs and expenses of the Swingline Lender) at the time and in the manner set
forth in, but subject to the provisions of, the Loan and Servicing Agreement. 


 


Except
as provided in the Loan and Servicing Agreement, the Borrower expressly waives presentment, demand, diligence, protest and all
notices of any kind whatsoever with respect to this Note. 


 


All
amounts evidenced by this Note, the Swingline Lender’s Advances and all payments and prepayments of the principal hereof
and the respective dates and maturity dates thereof shall be
endorsed by the Swingline Lender, on the schedule attached hereto and made a part hereof or on a continuation thereof, which shall
be attached hereto and made a part hereof; provided, however, that the failure of the Swingline Lender to make such a notation
shall not in any way limit or otherwise affect the obligations of the Borrower under this Note as provided in the Loan and Servicing
Agreement. 


 




    	Ex. JI- 2



    	 



    

 


The
holder hereof may sell, assign, transfer, negotiate, grant participations in or otherwise dispose of all or any portion of any
Swingline Advances made by the Swingline Lender and represented by this Note and the indebtedness evidenced by this Note, subject
to the applicable provisions of the Loan and Servicing Agreement. 


 


This
Note is secured by the security interests granted pursuant to Section 2.13 of the Loan and Servicing Agreement. The holder of this
Note is entitled to the benefits of the Loan and Servicing Agreement and may enforce the agreements of the Borrower contained in
the Loan and Servicing Agreement and exercise the remedies provided for by, or otherwise available in respect of, the Loan and
Servicing Agreement, all in accordance with, and subject to the restrictions contained in, the terms of the Loan and Servicing
Agreement. If an Event of Default shall occur, the unpaid balance of the principal of all Advances Outstanding, together with accrued
interest thereon, may be declared, and may become, due and payable in the manner and with the effect provided in the Loan and Servicing
Agreement. 


 


The
Borrower, the Seller and the Servicer, the Swingline Lender, the Administrative Agent, the Lender Agents, the Collateral Agent,
the Account Bank and the Collateral Custodian each intend, for federal, state and local income and franchise tax purposes only,
that this Note be evidence of indebtedness of the Borrower secured by the Collateral Portfolio and the Swingline Lender, as a Lender
under the Loan and Servicing Agreement, by the acceptance hereof, agrees to treat the Note for federal, state and local income
and franchise tax purposes as indebtedness of the Borrower. 


 


This
Note is a “Swingline Note” as referred to in Section 2.01 of the Loan and Servicing Agreement. This Note shall be construed
in accordance with and governed by the laws of the State of New York. 


 


[Remainder
of Page Intentionally Left Blank] 


 




    	Ex. JI- 3



    	 



    

 


IN
WITNESS WHEREOF, the undersigned has executed this Note as on the date first written above.



 


	 	BDCA FUNDING I, LLC 
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




    	Ex. JI- 4



    	 



    

 


Schedule
attached to Swingline Note dated[_] [_], 20[_] of BDCA FUNDING I, LLC 

payable to the order of [SWINGLINE LENDER] 





	Date of	Principal	Principal	Outstanding	 
	Swingline Advance	Amount of	Amount of	Swingline	 
	
        or

        Repayment
	Swingline Advance	Repayment	Amount	 
	 	 	 	 
	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




    	Ex. JI- 5



    	 



    

 


EXHIBIT J


 


FORM OF NOTICE OF LIEN RELEASE DIVIDEND AND REQUEST FOR CONSENT


 


[_] [_], 20[_]


 


BDCA FUNDING I, LLC


 


To: Administrative Agent, with a copy to the Collateral Agent
and the Collateral Custodian


 


	Re:	Loan and Servicing Agreement, dated as of July 24, 2012


 


Ladies and Gentlemen:


 


This
Notice of Lien Release Dividend and Request for Consent (this “Notice”) is delivered to you under Section
2.07(g) of that certain Loan and Servicing Agreement, dated as of July 24, 2012 (as amended, modified, waived, supplemented
or restated from time to time, the “Loan and Servicing Agreement”), by and among BDCA Funding I, LLC, as the
borrower (in such capacity, the “Borrower”), Business Development Corporation of America, as the seller (in
such capacity, the “Seller”) and as the servicer (in such capacity, the “Servicer”), Wells
Fargo Securities, LLC, as the administrative agent (in such capacity, the “Administrative Agent”), Wells
Fargo Bank, National Association, as the swingline lender (together with its successors and assigns in such capacity, the “Swingline
Lender”), each of the Conduit Lenders and Institutional Lenders from time to time party thereto (the “Lenders”),
each of the Lender Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National
Association, as the collateral agent (in such capacity, the “Collateral Agent”), as the account bank (in such
capacity, the “Account Bank”) and as the collateral custodian (in such capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.


 


Each of the undersigned, each being a duly
elected officer of the Borrower and the Seller, respectively, holding the office set forth below such officer’s name, hereby
certifies as follows:


 





1.          Pursuant
to Section 2.07(g) of the Loan and Servicing Agreement, the Borrower and the Seller request that the (i) Administrative
Agent consents to a release of the Collateral Agent’s, on behalf of the Secured Parties, lien on the Loan Assets or portions
thereof set forth on Annex 1  (together with, in the case of a transfer of the Loan Assets but not portions thereof, any
related Portfolio Assets) and to the distribution of such Loan Assets and portions thereof as a dividend from the Borrower to the
Seller and (ii) Collateral Custodian releases the Required Loan Documents related thereto.


 


2.          The
Borrower and the Seller hereby request that such Lien Release Dividend be made on the following date: ____________ (the “Lien
Release Dividend Date”) which date is at least five Business Days after this Notice is received by the
Administrative Agent, the Collateral Agent and the Collateral Custodian.







 







    	Ex. J- 1



    	 



    

 





3.          The
Borrower and the Seller represent and warrant, as of the date hereof and as of the requested Lien Release Dividend Date, as
follows:







 


a)     No Event of Default has
occurred and no Unmatured Event of Default exists.


 


b)     After giving effect to the
requested Lien Release Dividend, no more than four Lien Release Dividends shall have occurred within the 12-month period immediately
preceding the Lien Release Dividend Date.


 


c)     After
giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (1) no Borrowing Base Deficiency, Event of
Default or Unmatured Event of Default shall exist, (2) the representations and warranties contained in Sections 4.01,
4.02 and 4.03 of the Loan and Servicing Agreement shall continue to be correct in all material respects, except to
the extent relating to an earlier date, (3) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio
after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, (4) no claim shall have been
asserted or proceeding commenced challenging the enforceability or validity of any of the Required Loan Documents, and (5)
there shall have been no material adverse change as to the Servicer or the Borrower.


 


d)     The
Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) sold pursuant to Section 2.07(b) of the Loan and
Servicing Agreement, substituted pursuant to Section 6.2 of the Purchase and Sale Agreement or released pursuant to Section
2.07(g) of the Loan and Servicing Agreement during the 12-month period (or such lesser number of months as shall have elapsed
as of such date) preceding the proposed Lien Release Dividend Date does not exceed 20% of the Maximum Facility Amount.


 


e)     The
Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) that are Defaulted Loan Assets which were released for
dividend from the Purchaser to the Seller pursuant to Section 2.07(g) of the Loan and Servicing Agreement or substituted
pursuant to Section 6.2 of the Purchase and Sale Agreement, in each case, during the 12-month period (or such lesser number
of months as shall have elapsed as of such date) preceding the proposed Lien Release Dividend Date does not exceed 10% of the highest
aggregate Outstanding Balance of any month during such 12-month period (or such lesser number of months as shall have elapsed as
of such date).


 





4.          Attached
to this Notice is a Borrowing Base Certificate, including a calculation of the Borrowing Base after giving effect to such Lien
Release Dividend.


 







This Notice shall not
be effective unless all of the conditions applicable to the Lien Release Dividend requested herein set forth in the Loan and Servicing
Agreement have been satisfied within the time periods set forth in Section 2.07(g) of the Loan and Servicing Agreement.


 


[ATTACH BORROWING BASE CERTIFICATE]


 




    	Ex. J- 2



    	 



    

 


[The Remainder Of This Page Is Intentionally
Left Blank]


 




    	Ex. J- 3



    	 



    

 


IN WITNESS WHEREOF, the undersigned
have executed this Notice as of the date first written above.


 


	 	BDCA FUNDING I, LLC, 
	 	as the Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	BUSINESS DEVELOPMENT
	 	
        CORPORATION OF AMERICA,

        as the Seller

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Ex. J- 4



    	 



    

 


Please indicate your consent by signing
and returning this signature page to this Notice for receipt no later than the day which is one Business Day prior to the requested
Lien Release Dividend Date.


 


THE UNDERSIGNED ADMINISTRATIVE AGENT CONSENTS

TO THE LIEN RELEASE DIVIDEND


TO BE MADE ON [       ]
[        ], 20[   ]


 


	WELLS FARGO SECURITIES, LLC,	 
	as the Administrative Agent	 
	 	 	 
	By:	 	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	Dated:	 	 
	 	 	 	 







    	Ex. J- 5



    	 



    

 


ANNEX 1 


To Notice of Lien Release Dividend and


Request for Consent


 


Loan Assets to be Released by Collateral
Agent (at the direction of the Administrative

Agent) and Transferred by Borrower to Seller


 




    	Ex. J- 6



    	 



    

 


EXHIBIT K


 


FORM OF CERTIFICATE OF CLOSING ATTORNEYS


 


[_] [_], 20[_]


 


	U.S. Bank National Association	U.S. Bank National Association 
	as the Collateral Custodian 1719	1719 Range Way
	Range Way	Florence, South Carolina 29501 
	Florence, South Carolina 29501	Attention: Steve Garrett Facsimile 
	Attention: Steve Garrett Facsimile	No: (843) 673-0162 Confirmation 
	No: (843) 673-0162 Confirmation 	No: (843) 676-8901
	No: (843) 676-8901	 
	 	 
	With a copy to:	With a copy to:
	 	 
	Wells Fargo Securities, LLC	U.S. Bank National Association
	as the Administrative Agent 301	One Federal Street, 3rd Floor 
	S. College Street, D1053-082	Boston, MA 02110
	Charlotte, North Carolina 28288 	Attention: Jeffrey B. Stone, Vice
	Attention: Kevin Sunday	President Facsimile No: (866) 373-5984 
	Facsimile No.: (704) 715-0089 	Confirmation No: (617) 603-6538
	Confirmation No: (704) 715-8582	 


 


	Re:	Loan Assets in the aggregate
principal amount of $___________ (collectively, the “Loan Assets”) made to [Name of Obligor] (the “Obligor”)



 


To Whom It May Concern:


 


In connection
with the Loan Assets, the undersigned (i) acknowledges that BDCA Funding I, LLC, has granted a security interest to U.S. Bank
National Association (the “Collateral Agent”), for the benefit of the Secured Parties, in each of the items
indicated on the closing checklist attached hereto (the “Checklist”), and (ii) certifies to you as of the day
of funding the Loan Assets as to the matters set forth below. References herein to the Loan and Servicing Agreement, dated as
of July 24, 2012 (as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”),
by and among BDCA Funding I, LLC, as the borrower (in such capacity, the “Borrower”), Business Development
Corporation of America, as the seller (in such capacity, the “Seller”) and as the servicer (in such capacity,
the “Servicer”), Wells Fargo Securities, LLC, as the administrative agent (in such capacity, the “Administrative
Agent”), Wells Fargo Bank, National Association, as the swingline lender (together with its successors
and assigns in such capacity, the “Swingline Lender”), each of the Conduit Lenders and Institutional Lenders
from time to time party thereto (the “Lenders”), each of the Lender Agents from time to time party thereto
(the “Lender Agents”) and U.S. Bank National Association, as the collateral agent (in such capacity, the “Collateral
Agent”), as the account bank (in such capacity, the “Account Bank”) and as the collateral custodian
(in such capacity, the “Collateral Custodian”). Capitalized terms used but not defined herein shall have the
meanings provided in the Loan and Servicing Agreement.


 




    	Ex. K- 1



    	 



    

 


A.       It
has received and reviewed the Checklist items, in the form and subject to those exceptions or matters indicated on the
Checklist in connection with acting as closing counsel for the Loan Assets;


 


B.       If
a promissory note was executed in connection with the Loan Asset, a copy of the executed promissory note has been faxed to
the Collateral Custodian. The original promissory note(s) is/are in our possession and will be forwarded to the Collateral
Custodian or as otherwise directed in writing to______________(hereinafter referred to as “Outside
Counsel”) by the Collateral Custodian or the Administrative Agent on its behalf, for receipt within five business
days after the funding date of the transaction;


 


C.       Within
five business days after the closing, all remaining Required Loan Documents (under and as defined in the Loan and Servicing
Agreement) which are in our possession and are indicated on Schedule 1 attached hereto, will be forwarded to the Collateral
Custodian; and


 


D.       Notwithstanding
any contrary instruction from the Seller or the Borrower, in the event the Loan Asset is funded, it will follow the written
direction of the Collateral Custodian or the Administrative Agent on its behalf, with regard to the original promissory
note(s) in its possession, provided that in the event it reasonably believes that a dispute exists as to custody of any
Required Loan Documents, it may deposit them with a court of competent jurisdiction and be relieved of its obligations
hereunder with respect to any and all documents so deposited.


 


The Collateral Custodian,
the Collateral Agent, the Administrative Agent, the Seller, the Borrower and Outside Counsel acknowledge and agree that:


 


		1.	The security interest and the rights in the Required Loan Documents granted to the Collateral
                                                           Agent, for the benefit of the Secured Parties, are paramount and superior to the rights of the Seller and the Borrower.



 


		2.	Outside Counsel shall not be required to perform any duties other than the duties expressly
                                                           set forth in this letter. No implied obligations or duties shall be inferred by any other agreement, written or verbal, or
                                                           any representation made by any party.



 


		3.	Outside Counsel is authorized to comply with and obey laws, orders, judgments, decrees and
                                                           regulations of any governmental authority, court, tribunal or arbitrator. If Outside Counsel complies with any such law,
                                                           order, judgment, decree or regulation Outside Counsel shall not be liable to the Collateral Custodian, the Collateral Agent,
                                                           the Administrative Agent, the Seller or the Borrower or to any other person even if such law, order, judgment, decree or
                                                           regulation is subsequently reversed, modified, annulled, set aside, vacated, found to have been entered without jurisdiction,
                                                           or found to be in violation or beyond the scope of the law.



 


		4.	Outside Counsel shall be responsible hereunder solely to
hold the original promissory note(s) for the account of the Collateral Agent, on behalf of the Secured Parties and to deliver
the original promissory note(s) and the other relevant documents to the Collateral Custodian in accordance with the terms of this
letter.



 




    	Ex. K- 2



    	 



    

 


		5.	Outside Counsel may act relative hereto upon the advice of counsel in reference to any matter
                                                          in connection herewith and shall not be liable for any mistakes of fact or errors of judgment, or for any acts or
                                                          omissions of any kind unless caused by its own willful misconduct or gross negligence.



 


		6.	Outside Counsel shall be entitled to rely or act upon any notice, direction, instrument or
                                                          document believed by Outside Counsel to be genuine and to be executed and delivered by the proper person and shall have no
                                                          obligation to verify any statements contained in any notice, instrument or document or the accuracy or due authorization of
                                                          the execution of any notice, instrument or document.



 


		7.	Outside Counsel shall not be responsible or liable in any manner whatsoever for (a) the
                                                          sufficiency, correctness, genuineness or validity of any document, agreement or instrument delivered to it, (b) the form of
                                                          execution of any such document, agreement or instrument, (c) the identity, authority or rights of any person executing or
                                                          delivering any such document, agreement or instrument, or (d) the terms and conditions of any instrument pursuant to which
                                                          the parties may act.



 


		8.	Outside Counsel may serve and shall continue to serve as counsel to the Seller in connection
                                                          with the transactions contemplated by the Collateral Portfolio and other matters, and notwithstanding anything herein to the
                                                          contrary, may represent the Seller (or any affiliate) as its counsel in any action, suit or other proceeding in which
                                                          the Collateral Custodian, the Collateral Agent, the Administrative Agent or the Seller (or any affiliate) may be
                                                          involved.



 


		9.	Outside Counsel shall be deemed to have satisfied any delivery requirement set forth herein
                                                          if it shall have deposited the relevant documents for uninsured overnight delivery (properly addressed) with FedEx, UPS or
                                                          other overnight courier of national standing.



 


	 	Very truly yours,
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




    	Ex. K- 3



    	 



    

 


	 	ACCEPTED AND AGREED:
	 	 	 
	 	BUSINESS DEVELOPMENT
	 	CORPORATION OF AMERICA,
	 	as the Seller and as the Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, 
	 	as the Collateral Agent, the Account Bank and 
	 	the Collateral Custodian
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	WELLS FARGO SECURITIES, LLC, as the 
	 	Administrative Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	BDCA FUNDING I, LLC, as the Borrower
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




    	Ex. K- 4



    	 



    

 


SCHEDULE 1 to 


Certificate of 


Closing Attorneys


 


LIST OF REQUIRED LOAN DOCUMENTS


 




    	Ex. K- 5



    	 



    

 


EXHIBIT L


 


FORM OF SERVICING REPORT

(See attached)


 




    	Ex. L- 1



    	 



    

 


EXHIBIT M


 


FORM OF SERVICER’S CERTIFICATE

(SERVICING REPORT)


 


SERVICER’S CERTIFICATE

(SERVICING REPORT)


 


[_] [_], 20[_]


 


This
Servicer’s Certificate is delivered pursuant to the provisions of  Section 6.08(c) of the Loan and Servicing Agreement,
dated as of July 24, 2012 (as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing
Agreement”), by and among BDCA Funding I, LLC, as the borrower (in such capacity, the “Borrower”),
Business Development Corporation of America, as the seller (in such capacity, the “Seller”) and as the servicer
(in such capacity, the “Servicer”), Wells Fargo Securities, LLC, as the administrative agent (in such capacity,
the “Administrative Agent”), Wells Fargo Bank, National Association, as the swingline
lender (together with its successors and assigns in such capacity, the “Swingline Lender”), each of the
Conduit Lenders and Institutional Lenders from time to time party thereto (the “Lenders”), each of the Lender
Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National Association, as the collateral
agent (in such capacity, the “Collateral Agent”), as the account bank (in such capacity, the “Account
Bank”) and as the collateral custodian (in such capacity, the “Collateral Custodian”). Capitalized
terms used and not otherwise defined herein shall have the meanings provided in the Loan and Servicing Agreement. This Servicer’s
Certificate relates to the Servicing Report set forth on the attached Schedule A.


 


		A.	Business Development Corporation of America is the Servicer under the Loan and Servicing Agreement.



 


		B.	The undersigned hereby certifies to the Administrative Agent, the Collateral Agent, the Lenders, the Lender Agents and the
other Secured Parties that, as of the date hereof, no Event of Default has occurred and no Unmatured Event of Default exists (other
than any Event of Default or Unmatured Event of Default which has been previously disclosed to the Administrative Agent as such).



 


		C.	The undersigned hereby certifies to the Administrative Agent, the Collateral Agent, the Lenders, the Lender Agents and the
other Secured Parties that, as of the date hereof, each of the representations and warranties by the Servicer contained in the
Loan and Servicing Agreement is true, correct and complete in all respects (other than any representation or warranty that is made
as of a specific date).



 


		D.	The undersigned hereby certifies to the Administrative Agent, the Collateral Agent, the Lenders, the Lender Agents and the
other Secured Parties that all of the foregoing information and all of the information set forth on the attached Schedule A is
true, complete and accurate in all respects as of the date hereof.



 


[Remainder of Page Left Intentionally Blank]


 




    	Ex. M- 1



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has caused this Servicer’s Certificate to be duly executed as of the date first written above.


 


	 	BUSINESS DEVELOPMENT 
	 	CORPORATION OF AMERICA, 
	 	as the Servicer
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




    	Ex. M- 2



    	 



    

  


SCHEDULE
A


to Exhibit
M


 


 


SERVICING REPORT 


 


(See attached)


 




    	Ex. M- 3



    	 



    

 


EXHIBIT N


 


 


FORM OF RELEASE OF REQUIRED
LOAN 


 


DOCUMENTS [Delivery Date]


 


	U.S. Bank National Association 	U.S. Bank National Association 
	as the Collateral Custodian 1719 	1719 Range Way
	Range Way	Florence, South Carolina 29501
	Florence, South Carolina 29501 	Attention: Steve Garrett Facsimile 
	Attention: Steve Garrett Facsimile	No: (843) 673-0162 Confirmation 
	No: (843) 673-0162 Confirmation 	No: (843) 676-8901
	No: (843) 676-8901	 
	 	 
	With a copy to:	With a copy to:
	 	 
	U.S. Bank National Association	U.S. Bank National Association 
	as the Administrative Agent 301 	One Federal Street, 3rd Floor 
	S. College Street, D1053-082 	Boston, MA 02110
	Charlotte, North Carolina 28288 	Attention: Jeffrey B. Stone, Vice
	Attention: Kevin Sunday 	President Facsimile No: (866) 373-5984 
	Facsimile No.: (704) 715-0089 	Confirmation No: (617) 603-6538
	Confirmation No: (704) 715-8582	 


 


		Re:	Loan and Servicing Agreement,
dated as of July 24, 2012 (as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing
Agreement”), by and among BDCA Funding I, LLC, as the borrower (in such capacity, the “Borrower”), Business
Development Corporation of America, as the seller (in such capacity, the “Seller”) and as the servicer (in
such capacity, the “Servicer”), Wells Fargo Securities, LLC, as the administrative agent (in such capacity,
the “Administrative Agent”), Wells Fargo Bank, National Association, as the swingline
lender (together with its successors and assigns in such capacity, the “Swingline Lender”), each of the
Conduit Lenders and Institutional Lenders from time to time party thereto (the “Lenders”), each of the Lender
Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National Association, as the collateral
agent (in such capacity, the “Collateral Agent”), as the account bank (in such capacity, the “Account
Bank”) and as the collateral custodian (in such capacity, the “Collateral Custodian”).



 


Ladies and Gentlemen:


 


In connection with
the administration of the Required Loan Documents held by U.S. Bank National Association as the Collateral Custodian, for the benefit
of the Secured Parties, under the Loan and Servicing Agreement, we request the release of the Required Loan Documents (or such
documents as specified below) for the Loan Assets described below, for the reason indicated. All capitalized terms used but not
defined herein shall have the meaning provided in the Loan and Servicing Agreement.


 




    	Ex. N- 1



    	 



    

 


Obligor’s Name, Address & Zip 


 


Code: Loan Asset Number: 


 


Loan Asset File:


 




    	Ex. N- 2



    	 



    

 


Reason
for Requesting Documents (check one)


 


	 ̈ 1.	Loan Asset paid in full. (The Servicer hereby certifies that all amounts received in connection with such Loan Asset have been credited to the Collection Account.)
	 	 
	 ̈ 2.	Loan Asset liquidated by ___________________________________. (The Servicer hereby certifies that all proceeds of foreclosure, insurance, condemnation or other liquidation have been finally received and credited to the Collection Account.)
	 	 
	 ̈ 3.	Loan Asset in foreclosure.
	 	 
	 ̈ 4.	Loan Asset released pursuant to a Lien Release Dividend or sold or substituted in accordance with the applicable provisions of  Section 2.07.
	 	 
	 ̈ 5.	Loan Asset returned due to a failure to satisfy the Review Criteria pursuant to Section 12.02(b)(i).
	 	 
	 ̈ 6.	Other (explain).


 


If box 1 or 2 above is checked, and if
all or part of the Required Loan Documents were previously released to us, please release to us the Required Loan Documents, requested
in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified
Loan Asset.


 


[Remainder of Page Left Intentionally Blank]


 




    	Ex. N- 3



    	 



    

 


	 	BUSINESS DEVELOPMENT 
	 	CORPORATION OF AMERICA, 
	 	as the Servicer
	 	 
	 	By:	                                 
	 	 	Name:
	 	 	Title:
	 	 	Date:


 




    	Ex. N- 4



    	 



    

 


EXHIBIT O


 


FORM OF TRANSFEREE LETTER


 


, 20___


 


Business Development Corporation of


America, as the Seller and as the Servicer


II.]


 


BDCA Funding I,


LLC, as the Borrower


II.]


 


Wells Fargo Securities, LLC


as the Administrative Agent


One Wells Fargo Center, Mail Code: D1053-082


Charlotte, North Carolina 28288


Attention: Kevin Sunday


Facsimile No.: (704) 715-0067


Confirmation No: (704) 374-6230


 


Re: BDCA Funding I, LLC Variable Funding
Note Ladies and Gentlemen:


 


In
connection with our acquisition of the above–captioned Variable Funding Note (the “Note”), we certify that (a)
we understand that the Note is not registered under the Securities Act of 1933, as amended (the “Securities Act”),
or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements
of the Securities Act and any such laws, (b) we are (i) either a Qualified Institutional Buyer under Rule 144A of the Securities
Act or an institutional “Accredited Investor” as defined in Rule 501(a)(1)-(3) or (7) under the Securities Act and
(ii) a “qualified purchaser” under the 1940 Act, and have such knowledge and experience in financial and business matters
that we are capable of evaluating the merits and risks of investments in the Note, (c) we are an Affiliate of the [Applicable Lender]
or a Permitted Assignee who is not a Prohibited Transferee, (d) we have had the opportunity to ask questions of and receive answers
from the Seller and the Servicer concerning the purchase of the Note and all matters relating thereto or any additional information
deemed necessary to our decision to purchase the Note, (e) we are acquiring the Note for investment for our own account and not
with a view to any distribution of such Note (but without prejudice to our right at all times to sell or otherwise dispose of the Note in accordance with
clause (g) below), (f) we have not offered or sold any Note to, or solicited offers to buy any Note from, any person, or otherwise
approached or negotiated with any person with respect thereto, or taken any other action which would result in a violation of Section
5 of the Securities Act, (g) we will not sell, transfer or otherwise dispose of any Note unless (1) such sale, transfer or other
disposition is made pursuant to an effective registration statement under the Securities Act or is exempt from such registration
requirements, and if requested, we will at our expense provide an opinion of counsel satisfactory to the addressees of this certificate
that such sale, transfer or other disposition may be made pursuant to an exemption from the Securities Act, (2) the purchaser or
transferee of such Note has executed and delivered to you a certificate to substantially the same effect as this certificate, and
(3) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Loan and Servicing Agreement,
dated as of July 24, 2012, by and among Business Development Corporation of America, as the Seller and as the Servicer, BDCA Funding
I, LLC, as the Borrower, Wells Fargo Securities, LLC as the Administrative Agent, Wells Fargo Bank,
National Association, as the Swingline Lender, each of the Conduit Lenders and the Institutional Lenders from time to
time party thereto, each of the Lender Agents from time to time party thereto and U.S. Bank National Association, as the Collateral
Agent, as the Account Bank and as the Collateral Custodian (h) the purchaser is not acquiring a Note, directly or indirectly, for
or on behalf of an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act
of 1974, as amended, and/or Section 4975 of the Internal Revenue Code of 1986, as amended, or any entity, the assets of which would
be deemed plan assets under Section 3(42) of ERISA and the Department of Labor regulations set forth at 29 C.F.R. §2510.3–101;
unless Prohibited Transaction Class Exemption (“PTCE”) 84–14, PTCE 90–1, PTCE 91–38, PTCE 95–60
or PTCE 92–23 or some other applicable prohibited transaction exemption is applicable such that the acquisition and holding
of such Note will not constitute or result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the
Code and (i) the purchaser is a U.S. Person, as such term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986,
as amended.


 


	 	Very truly yours,
	 	 
	 	Print Name of Transferee
	 	 
	 	By:	                                 
	 	 	Responsible Officer


 




    	Ex. O- 1



    	 



    

 


EXHIBIT P 


 


FORM OF POWER OF ATTORNEY


BUSINESS DEVELOPMENT CORPORATION OF AMERICA


 


July [ ̈],
2012


 


This Power of Attorney
is executed and delivered by Business Development Corporation of America, as the Seller and as the Servicer under the Loan and
Servicing Agreement (each as defined below), to [U.S. Bank National Association]/[Wells Fargo Securities, LLC], as the [Collateral
Agent]/[Administrative Agent] under the Loan and Servicing Agreement (in such capacity, the “Attorney”), pursuant
to that certain Loan and Servicing Agreement, dated as of July 24, 2012 (as amended, modified, waived, supplemented or restated
from time to time, the “Loan and Servicing Agreement”), by and among BDCA Funding I, LLC, as the borrower (in
such capacity, the “Borrower”), Business Development Corporation of America, as the seller (in such capacity,
the “Seller”) and as the servicer (in such capacity, the “Servicer”), Wells Fargo Securities,
LLC, as the administrative agent (in such capacity, the “Administrative Agent”), Wells
Fargo Bank, National Association, as the swingline lender (together with its successors and assigns in such capacity, the “Swingline
Lender”), each of the Conduit Lenders and Institutional Lenders from time to time party thereto (the “Lenders”),
each of the Lender Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National Association,
as the collateral agent (in such capacity, the “Collateral Agent”), as the account bank (in such capacity, the
“Account Bank”) and as the collateral custodian (in such capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.


 


No person to whom this Power of Attorney is presented, as authority for Attorney
to take any action or actions contemplated hereby, shall inquire into or seek confirmation from Servicer as to the authority of
Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney,
which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Servicer
irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance
upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an
interest and may not be revoked or canceled by Servicer until all obligations of the Borrower under the Transaction Documents have
been indefeasibly paid in full and Attorney has provided its written consent thereto (which consent shall not be unreasonably withheld
or delayed).


 




    	Ex. P- 1



    	 



    

 


Business Development
Corporation of America, as the Servicer, hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents
designated by Attorney), solely in connection with the enforcement of the rights and remedies of the Administrative Agent, the
Collateral Agent, the Lenders, the Lender Agents and the other Secured Parties under the Loan and Servicing Agreement and in connection
with notifying Obligors of the Secured Parties’ interest in the Collateral Portfolio pursuant to Section 5.01(cc)
of the Loan and Servicing Agreement, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the Servicer’s place and stead and at the Servicer’s expense and in the Servicer’s name
or in Attorney’s own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to
execute and deliver any and all documents and instruments that may be necessary or desirable to exercise the rights of the Servicer
under the Loan and Servicing Agreement and the other Transaction Documents, and, without limiting the generality of the foregoing,
hereby grants to Attorney the power and right, on its behalf, without notice to or assent by it, to do the following in connection
with exercising the rights of the Servicer under the Loan and Servicing Agreement: (a) open mail for Servicer, and ask, demand,
collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes,
acceptances, or other instruments for the payment of moneys due, and sign and endorse any invoices, freight or express bills, bills
of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices, in each case in connection
with the Collateral Portfolio; (b) effect any repairs to any of the Collateral Portfolio, or continue or obtain any insurance with
respect to the Collateral Portfolio and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust
all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or
discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against the Collateral Portfolio; (d) to the
extent related to the Collateral Portfolio and the transactions contemplated by the Transaction Documents, defend any suit, action
or proceeding brought against Servicer with respect to the Collateral Portfolio if Servicer does not defend such suit, action or
proceeding or if Attorney reasonably believes that it is not pursuing such defense in a manner that will maximize the recovery
to Attorney with respect to the Collateral Portfolio, and settle, compromise or adjust any suit, action, or proceeding described
above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (e) file or prosecute any
claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action
otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to Servicer with respect to
the Collateral Portfolio whenever payable and to enforce any other right in respect of the Collateral Portfolio; (f) sell, transfer,
pledge, make any agreement with respect to, or otherwise deal with the Collateral Portfolio, and execute, in connection with such
sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; (g) to give
any necessary receipts or acquittance for amounts collected or received under the Loan and Servicing Agreement; (h) to make all
necessary transfers of the Collateral Portfolio in connection with any such sale or other disposition made pursuant to the Loan
and Servicing Agreement; (i) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other
instruments in connection with any such sale or other disposition of the Collateral Portfolio, the Servicer hereby ratifying and
confirming all that such Attorney (or any substitute) shall lawfully do or cause to be done hereunder and pursuant hereto; (j)
to send such notification forms as the Attorney deems appropriate to give notice to Obligors of the Secured Parties’ interest
in the Collateral Portfolio; (k) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction
Document; and (l) to cause the certified public accountants then engaged by the Servicer to prepare and deliver to the Attorney
at any time and from time to time, promptly upon Attorney’s request, any reports required to be prepared by or on behalf
of the Servicer or Borrower under the Transaction Documents, all as though Attorney were the absolute owner of the Collateral Portfolio
for all purposes, and to do, at Attorney’s option and Servicer’s expense, at any time or from time to time, all acts
and other things that Attorney reasonably deems necessary to perfect, preserve or realize upon the Collateral Portfolio and the
Liens of the Collateral Agent, for benefit of the Secured Parties, thereon (including without limitation the execution and filing
of UCC financing statements and continuation statements), all as fully and effectively as Servicer might do. Servicer hereby ratifies,
to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.


 


[Remainder of Page Left Intentionally Blank]


 




    	Ex. P- 2



    	 



    

 


IN WITNESS WHEREOF,
this Power of Attorney is executed by the Servicer, and the Servicer has caused its seal to be affixed pursuant to the authority
of its managers and/or members as of the date first written above.


 


	 	BUSINESS DEVELOPMENT CORPORATION OF AMERICA
	 	 
	 	By:	                                 
	 	 	Name: 
	 	 	Title:
	 	 
	Sworn to and subscribed before	 
	me this July [ ̈], 2012:	 
	 	 
	 	 
	Notary Public	 


 




    	Ex. P- 3



    	 



    

 


EXHIBIT Q


 


FORM OF POWER OF ATTORNEY

BDCA FUNDING I, LLC


 


July [ ̈],
2012


 


This Power of Attorney is executed and delivered by BDCA Funding I, LLC, as the
Borrower under the Loan and Servicing Agreement (each as defined below), to [U.S. Bank National Association]/[Wells Fargo Securities,
LLC], as the [Collateral Agent] /[Administrative Agent] under the Loan and Servicing Agreement (in such capacity, the “Attorney”),
pursuant to that certain Loan and Servicing Agreement, dated as of July 24, 2012 (as amended, modified, waived, supplemented or
restated from time to time, the “Loan and Servicing Agreement”), by and among BDCA Funding I, LLC, as the borrower
(in such capacity, the “Borrower”), Business Development Corporation of America, as the seller (in such capacity,
the “Seller”) and as the servicer (in such capacity, the “Servicer”), Wells Fargo Securities,
LLC, as the administrative agent (in such capacity, the “Administrative Agent”), Wells
Fargo Bank, National Association, as the swingline lender (together with its successors and assigns in such capacity, the “Swingline
Lender”), each of the Conduit Lenders and Institutional Lenders from time to time party thereto (the “Lenders”),
each of the Lender Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National Association,
as the collateral agent (in such capacity, the “Collateral Agent”), as the account bank (in such capacity, the
“Account Bank”) and as the collateral custodian (in such capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.


 


No person to whom this
Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall inquire into
or seek confirmation from Borrower as to the authority of Attorney to take any action described below, or as to the existence of
or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority
to take and perform the actions contemplated herein, and Borrower irrevocably waives any right to commence any suit or action,
in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Power
of Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked or canceled by Borrower until
all obligations of the Borrower under the Transaction Documents have been indefeasibly paid in full and Attorney has provided its
written consent thereto (which consent shall not be unreasonably withheld or delayed).


 




    	Ex. Q- 1



    	 



    

 


BDCA
Funding I, LLC hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney),
solely in connection with the enforcement of the rights and remedies of the Administrative Agent, the Collateral Agent, the Lenders,
the Lender Agents and the other Secured Parties under the Loan and Servicing Agreement and in connection with notifying Obligors
of the Secured Parties’ interest in the Collateral Portfolio pursuant to Section 5.01(aa) of the Loan and Servicing
Agreement, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in
the Borrower’s place and stead and at the Borrower’s expense and in the Borrower’s name or in Attorney’s
own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any
and all documents and instruments that may be necessary or
desirable to accomplish the purposes of the Loan and Servicing Agreement and the other Transaction Documents, and, without limiting
the generality of the foregoing, hereby grants to Attorney the power and right, on its behalf, without notice to or assent by it,
to do the following: (a) open mail for Borrower, and ask, demand, collect, give acquittances and receipts for, take possession
of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due,
and sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications, and notices; (b) effect any repairs to any of the Borrower’s assets, or continue or obtain any
insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such
policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes,
Liens, or other encumbrances levied or placed on or threatened against the Borrower or the Borrower’s property; (d) to the
extent related to the Collateral Portfolio and the transactions contemplated by the Transaction Documents, defend any suit, action
or proceeding brought against Borrower if Borrower does not defend such suit, action or proceeding or if Attorney reasonably believes
that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust
any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may
deem appropriate; (e) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before
any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such
moneys due to Borrower whenever payable and to enforce any other right in respect of the Borrower’s property; (f) sell, transfer,
pledge, make any agreement with respect to, or otherwise deal with, any of the Borrower’s property, and execute, in connection
with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith;
(g) to give any necessary receipts or acquittance for amounts collected or received under the Loan and Servicing Agreement; (h)
to make all necessary transfers of the Collateral Portfolio in connection with any such sale or other disposition made pursuant
to the Loan and Servicing Agreement; (i) to execute and deliver for value all necessary or appropriate bills of sale, assignments
and other instruments in connection with any such sale or other disposition of the Collateral Portfolio, the Borrower hereby ratifying
and confirming all that such Attorney (or any substitute) shall lawfully do or cause to be done hereunder and pursuant hereto;
(j) to send such notification forms as the Attorney deems appropriate to give notice to Obligors of the Secured Parties’
interest in the Collateral Portfolio; (k) to sign any agreements, orders or other documents in connection with or pursuant to any
Transaction Document; and (l) to cause the certified public accountants then engaged by the Borrower to prepare and deliver to
the Attorney at any time and from time to time, promptly upon Attorney’s request, any reports required to be prepared by
or on behalf of the Borrower under the Transaction Documents, all as though Attorney were the absolute owner of the Borrower’s
property for all purposes, and to do, at Attorney’s option and Borrower’s expense, at any time or from time to time,
all acts and other things that Attorney reasonably deems necessary to perfect, preserve or realize upon the Collateral Portfolio
and the Liens of the Collateral Agent, for the benefit of the Secured Parties, thereon (including without limitation the execution
and filing of UCC financing statements and continuation statements), all as fully and effectively as Borrower might do. Borrower
hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.


 


[Remainder of Page Left Intentionally Blank]


 




    	Ex. Q- 2



    	 



    

 


IN WITNESS WHEREOF,
this Power of Attorney is executed by the Borrower, and the Borrower has caused its seal to be affixed pursuant to the authority
of its managers and/or members as of the date first written above.


 


	 	BDCA FUNDING I, LLC
	 	 
	 	By:	                                 
	 	 	Name: 
	 	 	Title:
	 	 
	Sworn to and subscribed before	 
	me this July [ ̈], 2012:	 
	 	 
	 	 
	Notary Public	 


 




    	Ex. Q- 3



    	 



    

 


EXHIBIT R


 


FORM OF SERVICER’S CERTIFICATE

(LOAN ASSET REGISTER)


 


SERVICER’S CERTIFICATE

(LOAN ASSET REGISTER)


 


[_] [_], 20[_]


 


This Servicer’s Certificate is delivered pursuant to the provisions of Section
5.03(l) of the Loan and Servicing Agreement, dated as of July 24, 2012 (as amended, modified, waived, supplemented or restated
from time to time, the “Loan and Servicing Agreement”), by and among BDCA Funding I, LLC, as the borrower (in
such capacity, the “Borrower”), Business Development Corporation of America, as the seller (in such capacity,
the “Seller”) and as the servicer (in such capacity, the “Servicer”), Wells Fargo Securities,
LLC, as the administrative agent (in such capacity, the “Administrative Agent”), Wells
Fargo Bank, National Association, as the swingline lender (together with its successors and assigns in such capacity, the “Swingline
Lender”), each of the Conduit Lenders and Institutional Lenders from time to time party thereto (the “Lenders”),
each of the Lender Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National Association,
as the collateral agent (in such capacity, the “Collateral Agent”), as the account bank (in such capacity, the
“Account Bank”) and as the collateral custodian (in such capacity, the “Collateral Custodian”).
Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Loan and Servicing Agreement. This
Servicer’s Certificate relates to the Loan Asset Register set forth on the attached Schedule A.


 


		A.	Business Development Corporation of America is the Servicer under the Loan and Servicing Agreement.



 


		B.	The undersigned hereby certifies to the Administrative Agent, the Collateral Agent, the Collateral Custodian, the Lenders,
the Lender Agents and the other Secured Parties that all of the foregoing information and all of the information set forth on the
attached Schedule A is true, complete and accurate in all respects as of the date hereof.



 


[Remainder of Page Left Intentionally Blank]


 




    	Ex. R- 1



    	 



    

 


IN WITNESS WHEREOF, the undersigned has caused this Servicer’s Certificate
to be duly executed as of the date first written above.


 


	 	
        BUSINESS DEVELOPMENT CORPORATION OF AMERICA, 

        as the Servicer

	 	 
	 	By:	                            
	 	 	Name: 
	 	 	Title:


 




    	Ex. R- 2



    	 



    

 


SCHEDULE A

 to Exhibit R


 


LOAN ASSET REGISTER

(See attached)


 




    	Ex. R- 3



    	 



    

 


ANNEX A


 


	Conduit Lender	Commitment
	 	 
	 	 


 


	Institutional Lender	Commitment
	 	 
	Wells Fargo Bank, N.A.	$300,000,000.00
	 	 
	State Street Bank and Trust Company	$50,000,000.00
	 	 
	OneWest Bank N.A.	$25,000,000
	 	 
	EverBank Commercial Finance, Inc. 	$25,000,000 


 






    	Sch. V- 2