Section 15.8 Cancellation 113
Section 15.9
Participations; Pledge 113
ARTICLE XVI
INDEMNIFICATION 114
Section 16.1 Borrower Indemnity 114
Section 16.2 Servicer Indemnity 115
Section 16.3 Contribution 115
Section 16.4 After-Tax Basis 115
Section 16.5 Repayment 116
ARTICLE XVII
MISCELLANEOUS 116
Section 17.1 No Waiver; Remedies 116
Section 17.2 Amendments, Waivers 116
Section 17.3 Notices, Etc. 117
Section 17.4 Costs and Expenses 117
Section 17.5 Binding Effect; Survival 117
Section 17.6 Captions and
Cross References 118
Section 17.7 Severability 118
Section 17.8
GOVERNING LAW 118
Section 17.9 Counterparts 118
Section 17.10
IMPORTANT WAIVERS 118
Section 17.11 No Proceedings 119
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Section 17.12 Limited Recourse 120
Section 17.13 ENTIRE AGREEMENT 121
Section 17.14 Confidentiality 121
Section 17.15 Non-Confidentiality of
Tax Treatment 122
Section 17.16 Replacement of Lenders 122
Section
17.17 Consent to Jurisdiction 123
ARTICLE XVIII
COLLATERAL CUSTODIAN 123
Section 18.1 Designation of Collateral Custodian 123
Section 18.2
Duties of the Collateral Custodian 124
Section 18.3 Delivery of Collateral
Obligation Files 126
Section 18.4 Collateral Obligation File Certification
126
Section 18.5 Release of Collateral Obligation Files 127
Section
18.6 Examination of Collateral Obligation Files 129
Section 18.7 Lost Note
Affidavit 129
Section 18.8 Transmission of Collateral Obligation Files 129
Section 18.9 Merger or Consolidation 129
Section 18.10 Collateral
Custodian Compensation 129
Section 18.11 Removal or Resignation of
Collateral Custodian 130
Section 18.12 Limitations on Liability 131
Section 18.13 Collateral Custodian as Agent of Collateral Agent 132
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EXHIBIT A Form of Note EXHIBIT B Audit Standards EXHIBIT C-1 Form of Advance
Request EXHIBIT C-2 Form of Reinvestment Request EXHIBIT C-3 Form of Asset
Approval Request EXHIBIT D Form of Monthly Report EXHIBIT E Form of Approval
Notice EXHIBIT F-1 Authorized Representatives of Servicer EXHIBIT F-2 Request
for Release and Receipt EXHIBIT F-3 Request for Release of Request for Release
and Receipt EXHIBIT G-1 U.S. Tax Compliance Certificate (Foreign Lender -
non-Partnerships) EXHIBIT G-2 U.S. Tax Compliance Certificate (Foreign
Participant - non-Partnerships) EXHIBIT G-3 U.S. Tax Compliance Certificate
(Foreign Participants - Partnerships) EXHIBIT G-4 U.S. Tax Compliance
Certificate (Foreign Lenders - Partnerships) EXHIBIT H Schedule of Collateral
Obligations Certification
SCHEDULE 1 Diversity Score Calculation SCHEDULE 2
Moody's Industry Classification Group List SCHEDULE 3 Collateral Obligations
SCHEDULE 4 Credit and Collection Policy SCHEDULE 5 Reference Assets SCHEDULE 6
Reference Asset Revaluation Event
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LOAN FINANCING AND SERVICING AGREEMENT
THIS LOAN FINANCING AND SERVICING AGREEMENT is made and entered into as of
February 21, 2014, among BDCA 2L FUNDING I, LLC, a Delaware limited liability
company (the "Borrower"), BUSINESS DEVELOPMENT CORPORATION OF AMERICA, a
Maryland corporation, as equityholder (in such capacity, together with its
successors and permitted assigns in such capacity, the "Equityholder"), the
SERVICER (as hereinafter defined), each LENDER (as hereinafter defined) FROM
TIME TO TIME PARTY HERETO, the AGENTS for each Lender Group (as hereinafter
defined) from time to time parties hereto (each such party, in such capacity,
together with their respective successors and permitted assigns in such
capacity, an "Agent"), U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent and
Collateral Custodian (each as