Common use of Incorporation and Good Standing of the Adviser and BDC Partners Clause in Contracts

Incorporation and Good Standing of the Adviser and BDC Partners. Each of the Adviser and BDC Partners has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, and has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus and to execute and deliver and perform its obligations under this Agreement; the Adviser has limited liability company power and authority to execute and deliver and perform its obligations under the Advisory Agreement; the Administrator has limited liability company power and authority to execute and deliver and perform its obligations under the Administration Agreement; and each of the Adviser and BDC Partners is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not cause a material adverse change in the financial condition, earnings, business, or operations, whether or not arising from transactions in the ordinary course of business, of the Adviser or BDC Partners, as the case may be (any such change or effect, where the context so requires, is called an “Affiliate Material Adverse Change” or an “Affiliate Material Adverse Effect”).

Incorporation and Good Standing of the Adviser and BDC Partners. Each of the Adviser and BDC Partners has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, and has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus and to execute and deliver and perform its obligations under this Agreement; the Adviser has limited liability company power and authority to execute and deliver and perform its obligations under the Investment Advisory Agreement; the Administrator has limited liability company power and authority to execute and deliver and perform its obligations under the Administration Agreement; and each of the Adviser and BDC Partners is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not cause a material adverse change in the financial condition, earnings, business, or operations, whether or not arising from transactions in the ordinary course of business, of the Adviser or BDC Partners, as the case may be (any such change or effect, where the context so requires, is called an “Affiliate Material Adverse Change” or an “Affiliate Material Adverse Effect”).