Exhibit 10.3


 


CONTROL AGREEMENT


 


This Control Agreement
(as supplemented or amended from time to time in accordance with its terms, this “Agreement”) is executed as
of July 7, 2020, by and among (a) BDCA Asset Financing, LLC, a Delaware limited liability company, as borrower under
the Loan and Servicing Agreement (as defined below) (“Borrower”), (b) U.S. Bank National Association, as
administrative agent under the Loan and Servicing Agreement (in such capacity, the “Administrative Agent”),
(c) Massachusetts Mutual Life Insurance Company, as facility servicer under the Loan and Servicing Agreement (in such capacity,
the “Facility Servicer”), and (d) U.S. Bank National Association, as securities intermediary (the "Custodian").


 


WHEREAS, the
parties hereto have entered into financing arrangements evidenced by that certain Loan and Servicing Agreement, dated as of the
date hereof (as amended, modified, supplemented or restated from time to time, the (“Loan and Servicing Agreement”),
by and among Borrower, Business Development Corporation of America, a Maryland corporation, Massachusetts Mutual Life Insurance
Company and the other Lenders from time to time party thereto, the Administrative Agent, the Facility Servicer, Business Development
Corporation of America, as the Portfolio Asset Servicer, and U.S. Bank National Association, as the Collateral Custodian.


 


WHEREAS, the
Custodian is entering this Agreement to act as custodian for Borrower’s assets and maintain certain accounts for Borrower;


 


WHEREAS, in
connection with the Loan and Servicing Agreement, Borrower has granted to the Administrative Agent a security interest in the Collateral
Accounts (as defined below); and


 


WHEREAS, the
Administrative Agent, Borrower and the Custodian, are entering into this Agreement to provide for the perfection of the security
interest by control (within the meaning of Section 9-106 of the UCC) over the Collateral Accounts (as defined below).


 


NOW, THEREFORE,
the parties hereto hereby agree as follows:


 


1.        Definitions
and Interpretation.


 


(a)        Terms
defined in the Uniform Commercial Code of the State of New York (the "UCC") have the same meaning in this Agreement
as in the UCC. The term "instruction," as used in this Agreement, includes an instruction under Section 9-104(a)(2) of
the UCC.


 


(b)        Capitalized
terms used but not defined herein shall have the meanings provided in that certain Loan and Servicing Agreement.


 


(c)        As
used in this Agreement, the “Hague Securities Convention” means the Convention on the Law Applicable to Certain
Rights in Respect of Securities Held with an Intermediary, July 5, 2006, 17 U.S.T. 401, 46 I.L.M. 649 (entered into force
April 1, 2017).


 


(d)        The
term "Notice of Exclusive Control" is defined in Section 3(c). For purposes of Sections 2(d) and 3(c), a reasonable
time for the Custodian to act on a Notice of Exclusive Control may not extend beyond (i) if the Notice of Exclusive Control
is received by the Custodian on or before 12 noon U.S. Eastern time on a banking day, the end of the next banking day following
the banking day of receipt or (ii) if the Notice of Exclusive Control is received by the Custodian after 12 noon U.S. Eastern
time on a banking day, the end of the second banking day following the banking day of receipt.


 


(e)        Any
reference to “execute”, “executed”, “sign”, “signed”, “signature” or
any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg
file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures
in Global and National Commerce Act (“E-SIGN”) or the New York Electronic Signatures and Records Act (“ESRA”),
which includes any electronic signature provided using Orbit, Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar
platform identified by any party hereto and reasonably available at no undue burden or expense to the Custodian), except to the
extent the Custodian requests otherwise. Any such electronic signatures shall be valid, effective and legally binding as if such
electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes
hereunder.


 









    


     


    

 


2.        Collateral
Accounts.


 


(a)        The
Borrower will from time to time instruct the Custodian to segregate all cash, U.S. Government securities, or other U.S. securities,
foreign securities or other property, in each case, to the extent required under the Loan and Servicing Agreement and in which
Borrower has granted a security interest to the Administrative Agent, acting for the benefit of the Secured Parties (after giving
effect to the segregation, the "Collateral").


 


(b)        Collateral,
other than cash Collateral, will be identified and segregated on the Custodian's books and records under the name of Borrower as
the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of all “financial
assets” (within the meaning of Section 8-102(a)(9) of the UCC) for the benefit of the Administrative Agent, acting
for the benefit of the Secured Parties. The identification and segregation of the Collateral, other than cash Collateral, are herein
referred to as the “Securities Account”.


 


(c)        The
Custodian will satisfy the requirement to segregate cash Collateral by identifying and crediting the cash Collateral to a separate
securities account, which shall be comprised of an interest collection account and a principal collection account (collectively,
the "Cash Account" and, together with the Securities Account, the "Collateral Accounts") under
the name of Borrower as the Custodian's customer for the benefit of the Administrative Agent, acting for the benefit of the Secured
Parties.


 


3.        Control
of the Collateral Accounts.


 


(a)        The
Custodian will not comply with instructions or “entitlement orders” (as defined in Section 8-102(a)(8) of
the UCC) (“Entitlement Orders”) concerning the Collateral originated solely by Borrower except as provided in
Section 2(a) and this Section 3.


 


(b)        Prior
to the receipt by the Custodian of a Notice of Exclusive Control, and following a reasonable time for the Custodian to act thereon,
the Custodian may act upon (i) instructions received from the Borrower to release, transfer or substitute Collateral and (ii) instructions
received from or through one or more intermediary systems, market utilities, or platforms utilized by the Administrative Agent
and Borrower to effectuate Collateral movements, including without limitation, DTC's Margin Transit Utility. Upon direction by
the Borrower which may include by standing instruction, the Custodian shall invest cash on deposit in the Cash Account in U.S.
Money Market Deposit Account or such other investments selected by the Borrower. Upon receiving instructions from the Borrower
(or the Administrative Agent acting at the direction of the Majority Lenders after delivery of a Notice of Exclusive Control) to
release such investments, such investments shall be sold and the proceeds thereof shall be deposited in the Cash Account.


 


(c)        Upon
receipt by the Custodian from the Administrative Agent of a notice in the form of Exhibit A (a "Notice of Exclusive
Control") and following a reasonable time for the Custodian to act thereon, the Custodian shall thereafter comply with
instructions and Entitlement Orders originated solely by the Administrative Agent with respect to the Collateral Accounts, without
any further consent of Borrower.


 


4.        Additional
Assurances and Duties of the Custodian.


 


(a)        The
Custodian confirms that each Collateral Account is a “securities account” (as defined in Section 8-501 of the
UCC) and the Custodian will act as a “securities intermediary” (within the meaning of Section 8-102(a)(14) of
the UCC) with respect to each Collateral Account. Notwithstanding the intent of the parties hereto, to the extent that any Collateral
Account shall be determined to be a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the
Custodian (i) will act as a “bank” within the meaning of Section 9-102(a)(8) of the UCC) with respect
to each such deposit account and (ii) shall treat the Borrower as the Custodian’s sole “customer” (within
the meaning of Section 9-104 of the UCC) with respect to such deposit account. As a consequence of this Agreement being governed
by the laws of the State of New York, (i) the State of New York is the jurisdiction of the Custodian as securities intermediary
and bank for purposes of the UCC and (ii) the law applicable to all issues in Article 2(1) of the Hague Securities
Convention is the law in force in the State of New York.


 






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(b)        Subject
to the provisions of this clause (b), the Custodian will treat any "security" within the meaning of Section 8-102(a)(15)
of the UCC credited to the Securities Account as a "financial asset" within the meaning of Section 8-102(a)(9) of
the UCC. Any other asset at any time credited to the Securities Account shall only be treated as a "financial asset"
with the written consent of the Custodian (which consent shall be provided or withheld in the sole discretion of the Custodian),
provided, however, that at no time shall the Custodian treat as a financial asset (i) any security or other asset that is
not capable of such treatment under section 8-501(d) of the UCC or (ii) any cash or cash balance in the Collateral Accounts.
Any security otherwise included in the Collateral and that is not capable of being treated as a financial asset under section 8-501(d) will
be held by the Custodian as agent and custodian for the Administrative Agent for the benefit of the Secured Parties, and the Custodian
is entitled to all exculpations, indemnities, and other benefits under this Agreement when acting as custodian and agent for the
Administrative Agent.


 


(c)        The
Custodian confirms that it has not entered into and will not enter into any agreement with any other person or entity under which
the Custodian has agreed to comply with instructions or Entitlement Orders of such other person or entity relating to the Collateral
or the Collateral Accounts.


 


(d)        The
Custodian will promptly provide to Borrower, the Administrative Agent, the Collateral Custodian, the Portfolio Asset Servicer and
the Facility Servicer with a copy of an account statement of the Collateral Accounts, and in any event no later than three (3) Business
Days following the end of each calendar month (as of the last day of the subject calendar month).


 


(e)        Notwithstanding
any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (a) interests in bank loans or participations
(collectively "Loan Assets") may be acquired and delivered by the Borrower to the Custodian from time to time
which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102(a)(15)),
and may be evidenced solely by delivery to the Custodian of a facsimile copy (which may be electronic) of an assignment agreement
("Loan Assignment Agreement") in favor of the Borrower as assignee, (b) any such Loan Assignment Agreement
(and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered
in the name of the Borrower, and (c) any duty on the part of the Custodian with respect to such Loan Asset (including in respect
of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset for purposes of UCC Section 8-504)
shall be limited to the exercise of reasonable care by the Custodian in the physical custody of any such Loan Assignment Agreement
that may be delivered to it; provided that the Custodian shall be deemed to have exercised reasonable care with respect to the
custody of any such Loan Assignment Agreement if it takes such action with respect to any such Loan Assignment Agreement as set
forth in any instructions and entitlement orders under Section 2(a) or Section 3 originated by Borrower. It is hereby
further expressly acknowledged and agreed that, notwithstanding anything to the contrary appearing herein or elsewhere, the Custodian
is under no duty or obligation to examine any underlying credit agreements or loan documents with respect to any Loan Asset to
determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or
completeness thereof.


 


5.        Exculpation
of the Custodian.


 


(a)        The
Custodian will have no responsibility or liability for (i) determining the adequacy of the Collateral, (ii) making or
verifying any calculations related to any Collateral requirements, (iii) the effect of foreign law with respect to any Collateral
issued, or for which the issuer's jurisdiction is, outside of the United States or that is maintained with a foreign clearing corporation
or a foreign depositary bank, (iv) the effect of foreign law with respect to any insolvency proceeding of Borrower in which
the insolvency tribunal is located outside of the United States, or (v) otherwise the creation, attachment, perfection, or
priority of any security interest in favor of the Administrative Agent, acting for the benefit of the Secured Parties, or the adequacy
of the remedies of the Administrative Agent, acting for the benefit of the Secured Parties, to enforce any security interest.


 






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(b)        Subject
to Section 5(d) of this Agreement, the Custodian will have no responsibility or liability (i) to the Administrative
Agent for (a) complying with instructions and entitlement orders under Section 2(a) or Section 3 originated
by Borrower, (b) [reserved], (c) complying with instructions received from or through one or more intermediary systems,
market utilities, or platforms utilized by the Administrative Agent and Borrower pursuant to Section 3(b)(ii), (d) [reserved],
or (e) complying with a Notice of Exclusive Control or with instructions or entitlement orders under Section 3(c) originated
by the Administrative Agent, and (ii) to Borrower for (a) complying with instructions and entitlement orders under Section 2(a) originated
by Borrower, (b) [reserved], (c) complying with instructions received from or through one or more intermediary systems,
market utilities, or platforms utilized by the Administrative Agent and Borrower pursuant to Section 3(b)(ii), (d) complying
with instructions received from Borrower in accordance with Section 2.07(b) of the Loan and Servicing Agreement, with
respect to the withdrawal from the Collateral Accounts any deposits constituting Excluded Amounts or (e) complying with a
Notice of Exclusive Control or with instructions or entitlement orders under Section 3(c) originated by the Administrative
Agent.


 


(c)        The
Custodian will have no duty to investigate or make any determination to verify (i) the existence of an Event of Default under
the Loan and Servicing Agreement or otherwise, (ii) compliance by either the Administrative Agent, the Facility Servicer,
the Portfolio Asset Servicer or Borrower with the Loan and Servicing Agreement or with applicable law or (iii) the Administrative
Agent’s right to issue a Notice of Exclusive Control or originate instructions or Entitlement Orders under Section 3(c).


 


(d)        The
Custodian will have no responsibility or liability with respect to the Collateral Accounts except to the extent expressly set forth
in this Agreement including, without limitation, with respect to any duty to preserve, exercise, or enforce rights in the Collateral
or the Collateral Accounts. The Custodian will not be liable or responsible for any action done or omitted to be done by it in
good faith and in the absence of gross negligence or willful misconduct and may rely and shall be protected in acting upon any
notice, instruction, Entitlement Order, or other communication which it reasonably believes to be genuine and authorized.


 


(e)        The
Custodian will not be liable for delays, errors, or losses occurring by reason of circumstances beyond its control, including,
without limitation, acts of God, market disorder, terrorism, insurrection, war, riots, failure of transportation or equipment,
or failure of vendors, or power supply.


 


(f)        The
Custodian will have no responsibility or liability to the Administrative Agent or Borrower or to any other person or entity for
acting in accordance with any judicial or arbitral process, injunction or other order, writ, judgment, decree, or claim of judicial
lien relating to the Collateral Accounts, even if subsequently modified, vacated or otherwise determined to have been without legal
force or effect.


 


(g)        In
no event will Borrower, the Administrative Agent, the Portfolio Asset Servicer, the Facility Servicer or the Custodian be liable
for punitive, indirect, consequential, or special losses or damages of any kind hereunder (including but not limited to lost profits).


 


6.        Reserved.


 


7.        The
Custodian's Compensation and Reimbursement Rights; Security Interest.


 


(a)       Borrower
will pay and reimburse the Custodian for any advances, fees, costs, expenses (including, without limitation, reasonable and documented
attorneys' fees) and disbursements that may be paid or incurred by the Custodian performing its duties under this Agreement. Any
fees, expenses, or other amounts that may be owing to the Custodian from time to time pursuant to the terms of this Agreement shall
be secured by the security interest that the Custodian has been hereby granted under the hereunder. Any security interest or right
of set-off in favor of the Custodian with respect to any Collateral Account, any financial asset, fund, cash, security entitlement
or other property credited thereto, will be subordinate to the security interest of the Administrative Agent; provided that
the foregoing subordination shall not apply to (i) any overdraft that may arise in a Collateral Account for funds expended
or advanced for the benefit of Borrower (including overdrafts resulting from deposit items that have been credited to a Collateral
Account but are subsequently returned without collection because of insufficient funds, assumed settlement or similar provisional
credits), (ii) reversals or cancellations of payment orders and other electronic fund transfers, and (c) fees, charges
and other amounts owing to it from time to time under this Agreement.


 






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(b)        The
Custodian will not be obligated to advance cash or investments to, for, or on behalf of Borrower in the Collateral Accounts. However,
if the Custodian does advance cash or investments to the Collateral Accounts for any purpose, Borrower's obligations to reimburse
or repay the Custodian under Section 7(a) shall be secured by the security interest referred to in Section 7(a).


 


8.        Relationship
to Other Agreements.


 


(a)        If
a provision of this Agreement (or any portion hereof) conflicts with a provision of any other agreement now existing or hereafter
entered into, the provision of this Agreement shall control.


 


(b)        Except
as otherwise provided herein, this Agreement does not modify the terms of the Loan and Servicing Agreement, and the Custodian shall
be entitled to all of the rights, immunities, exculpations, indemnities, and other benefits granted to the Collateral Custodian
under the Loan and Servicing Agreement in connection with any actions taken (or forbearance from action), and all matters arising,
under or pursuant to this Agreement, including those with respect to the Custodian’s actions under this Agreement.


 


9.        Notices.


 


Any notice, instruction, Entitlement Order,
or other communication to be given hereunder will be in writing and provided as follows:


 


(a)        Any
unilateral instructions provided by Borrower pursuant to Section 2(a) or Section 3 shall be delivered by Borrower
to the Custodian in accordance with the delivery methods selected by Borrower under its security selection form executed by Borrower
in favor of the Custodian.


 


(b)        Any
instructions provided by the Administrative Agent and/or Borrower pursuant to Section 3(b) shall be delivered as follows:


 


(i)   By
Borrower, in accordance with the delivery methods selected by Borrower under its security selection form executed by Borrower in
favor of the Custodian.


 


(ii)   By
the Administrative Agent, by way of SWIFT message or by way of such other self-authenticating form of digital or electronic message
or other means agreed upon in writing by the Custodian and the Administrative Agent. Any instructions provided pursuant to Section 3(b)(ii) shall
be delivered from or through the applicable intermediary systems, market utilities or platforms utilized by the Administrative
Agent and Borrower and supported by the Custodian.


 


(c)        Delivery
of a Notice of Exclusive Control to the Custodian shall be made by certified, registered, or overnight mail prepaid and with signature
receipt required, and addressed as follows, or to such other address as the Custodian may hereafter notify the other respective
Parties hereto in writing:


 


U.S. Bank National Association 


Global Corporate Trust 


One Federal Street, 3rd Floor 


Boston, MA 02110 


Tel: 617-603-6709 


Email: BDCABostonCustody@usbank.com,
with a copy to Stanley.Wong@usbank.com


Attention: Stanley Wong 


Reference: BDCA Asset Financing,
LLC


 






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(d)        Delivery
of a termination notice to the Custodian shall be made by certified, registered or overnight mail prepaid and with signature receipt
required, and addressed as follows, or to such other address as the Custodian may hereafter notify the other respective Parties
hereto in writing:


 


U.S. Bank National Association 


Global Corporate Trust 


One Federal Street, 3rd Floor 


Boston, MA 02110 


Tel: 617-603-6709 


Email: BDCABostonCustody@usbank.com,
with a copy to Stanley.Wong@usbank.com 


Attention: Stanley Wong 


Reference: BDCA Asset Financing,
LLC


 


(e)        Any
other notice or other communication required to be provided hereunder or requests to or upon the respective Parties not otherwise
addressed in paragraphs (a)-(d) above, shall be in writing and may be sent via e-mail, SWIFT message, or other form of digital
or electronic message, or by certified, registered, or overnight mail prepaid and with signature receipt required and addressed
as follows or to such other address as any Party may hereafter notify the other respective Parties hereto in writing:


 


If to the Administrative Agent:


 


U.S. Bank National Association 


Global Corporate Trust 


214 N. Tryon Street, 27th Floor 


Charlotte, North Carolina 28202 


Attention: James Hanley 


Facsimile: (866) 350-2101 


Email: agency.services@usbank.com,
with a copy to James.Hanley1@usbank.com 


Reference: BDCA Asset Financing,
LLC


 


If to the Facility Servicer:


 


	Massachusetts Mutual Life Insurance Company
	One Marina Park
	8th Floor 
	Boston, MA 02210
	
            Attention: Sarah Doyle, Investment
        Onboarding

            Email: DPITeam@massmutual.com;
        CIOMandates@massmutual.com



 


If to Borrower:


 


	
        BDCA Asset Financing, LLC

        c/o Benefit Street Partners L.L.C.

        9 West 57th Street,
        Suite 4920

        Attention: Richard Byrne

        Email: r.byrne@benefitstreetpartners.com

         

        With a copy (which shall not
        constitute notice) to :

         

        Ropes & Gray LLP

        800 Boylston Street

        Boston, MA 02199

        Attention : Patricia Lynch

        Email : Patricia.Lynch@ropesgray.com

         



 






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If to Custodian:


  


U.S. Bank National Association 


Global Corporate Trust 


One Federal Street, 3rd Floor 


Boston, MA 02110 


Tel: 617-603-6709 


Email: BDCABostonCustody@usbank.com,
with a copy to Stanley.Wong@usbank.com 


Attention: Stanley Wong 


Reference: BDCA Asset Financing,
LLC


 


(f)        Any
party may change its notice address provided in this Section 9 by providing written notice to each other party hereto.


 


10.        Termination.


 


(a)        This
Agreement may be terminated by Borrower with the written consent of the Administrative Agent. The Administrative Agent may terminate
this Agreement at any time upon written notice to the other parties. Upon termination by Borrower with the written consent of the
Administrative Agent or by the Administrative Agent, the Administrative Agent will have no further right to originate instructions
or Entitlement Orders concerning the Collateral or the Collateral Accounts.


 


(b)        The
Custodian may terminate this Agreement upon the earlier of (i) thirty (30) days' prior written notice to the other parties
and (ii) upon termination of the Loan and Servicing Agreement. Upon termination of this Agreement by the Custodian, any Collateral
in the Collateral Accounts will, subject to any reserves reasonably established by the Custodian to secure any liabilities secured
by any security interest or right of recoupment or setoff in favor of the Custodian, be transferred to a successor Custodian or
otherwise as directed, in each case, in writing and delivered in accordance with the terms of Section 9 by the parties or
party then entitled to give instructions and entitlement orders under Section 3. If no designation is made, the Custodian
will be entitled to petition a court of competent jurisdiction to appoint a successor Custodian and will be indemnified by Borrower
for any costs and expenses relating thereto (to the extent required by Section 7 hereto).


 


(c)        Termination
will not affect any rights created or obligations incurred under this Agreement prior to termination. This Section and Sections
5, 6, 7, 12, and 14 will survive the termination of this Agreement.


 


11.        Reserved.


 


12.        Successors
and Assigns.


 


This Agreement will be binding upon the
parties and their respective successors and permitted assigns. The Custodian may transfer its rights and duties under this Agreement
to any successor to the Custodian hereunder. Otherwise, this Agreement may not be assigned without the written consent of all parties.


 


13.        Appointment
of Agents.


 


The Custodian shall retain the right to
employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each a, “Delegate”
and collectively, the “Delegates”) to provide or assist in the provision of any part of the services described herein
or the discharge of any other obligations or duties under this Agreement without the consent or approval of any other party hereto.
The Custodian shall not be liable or responsible for the actions or omissions of any such Delegate appointed with due care.


 


14.       Governing Law; Jury Trial Waiver;
Waiver of Immunity.


 


This Agreement is governed by the laws
of the State of New York. To the extent permitted by law, each party waives any right
to trial by jury in any legal proceeding arising out of or relating to this Agreement. If in any jurisdiction the parties
hereto may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, attachment (before or after judgment)
or other legal process, the party irrevocably agrees not to claim, and hereby waives, such immunity.


 






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15.        Miscellaneous.


 


No amendment or modification of this Agreement
will be effective unless it is in writing and signed by each of the parties hereto. Custodian shall provide prompt written notice
of any such amendment or modification to Section 9 to each other party hereto, and such amendment shall be effective on the
fifth banking day following delivery by the Custodian of such notice to each other party hereto pursuant to Section 9(e).
If any provision of this Agreement is held illegal, void, or unenforceable, the remainder of this Agreement will remain in effect.
Any headings appearing on this Agreement are for convenience only and do not affect the interpretation of this Agreement. This
Agreement may be executed in several counterparts, each of which will be an original, and all such counterparts taken together
will constitute one and the same Agreement. Counterparts may be executed in either original or electronically transmitted form
(e.g., faxes or emails (portable document form (PDF)), and the parties hereby adopt as original any signatures received
via electronically transmitted form.


 


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BLANK]


 






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IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed by their respective officers or duly authorized representatives as of the
date first above written.


 


Facility Servicer:


 


MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY 


 


By: /s/ Andrew C. Dickey


Name: Andrew C. Dickey


Title: Head of Alternative and Private Equity


 


 


U.S. BANK NATIONAL ASSOCIATION,


as Administrative Agent 


 


By: /s/ James A. Hanley


Name: James A. Hanley


Title: Vice President 


 


 


U.S. BANK NATIONAL ASSOCIATION,


as Account Bank 


 


By: /s/ Ralph J. Creasia, Jr. 


Name: Ralph J. Creasia, Jr.


Title: Senior Vice President


 


 


BDCA
ASSET FINANCING, LLC 


 


By: /s/ Nina Kang Baryski


Name: Nina Kang Baryski 


Title: Chief Financial Officer 


  



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Exhibit A


 


[Letterhead of Administrative Agent]


 


Date:


 


U.S. Bank National Association


 


[Address]


 


Attention:


 


RE: [Name of registered investment company
and Portfolio, if applicable]


 


NOTICE OF EXCLUSIVE CONTROL


 


We hereby instruct
you pursuant to the terms of that certain Control Agreement dated as of ____________, 20___ (as amended and in effect from time
to time, the "Control Agreement") by and among (a) BDCA Asset Financing, LLC, a Delaware limited liability
company, as borrower under the Loan and Servicing Agreement (“Borrower”), (b) U.S. Bank National Association,
as administrative agent under the Loan and Servicing Agreement (in such capacity, the “Administrative Agent”),
(c) Massachusetts Mutual Life Insurance Company, as facility servicer under the Loan and Servicing Agreement (in such capacity,
the “Facility Servicer”), and (d) U.S. Bank National Association, (the "Custodian" or
 “you”), that you (i) shall not follow any instructions or Entitlement Orders of the specific Borrower listed
above with respect to the Collateral or the Collateral Accounts held by you for such Borrower, and (ii) unless and until otherwise
expressly instructed by the undersigned, shall exclusively follow the Entitlement Orders and instructions of the undersigned with
respect to such Collateral or such Collateral Accounts.


 


		 	Very truly yours,
	 	 	 
	 	 	[Administrative Agent]
	 	 	 
	 	By:	 
	 	 	    Authorized Signatory












 


cc: BDCA Asset Financing, LLC


 


Information Classification:
Limited Access


 






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