Common use of Organizational Procedures and Scope of Business Clause in Contracts

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.

Organizational Procedures and Scope of Business. The Borrower will observe all organizational procedures required by its certificate of formation, limited liability company agreement Constituent Documents in all material respects 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 (x) originating Investments (as defined in the Collateral PortfolioBorrower LPA), (y) acquiring Permitted Investments or (z) acquiring Investments by means of purchase from the Transferor; (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 and borrowing Advances under this Agreement, and entering into all other documents required, appropriate 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 otherwise incident thereto or 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 any similar credit documentation (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, legalany Transaction Document), investment, accounting, data processing, administrative and management services; (viii) taking any granting liens and all security interests in respect of the Investments and certain other action necessary to maintain the existence collateral of the Borrower and the proceeds thereof pursuant to this Agreement, for the purpose of financing in part the acquisition of Investments; (iii) acquiring Securities (as defined in the Borrower LPA) solely in conjunction with or as a limited liability company in good standing under the laws result of the State purchase of Delaware and/or to qualify Secured Debt (as defined in the Borrower to do business LPA); (iv) owning, administrating, exercising rights and remedies with respect to, and disposing of the Secured Debt, Permitted Investments, other Investments and Securities as a foreign limited liability company in any other state in which such qualification is required; and (ix) engaging in those lawful activitiesprovided hereunder, including entering into sales (by assignment or participation) of the Secured Debt, Permitted Investments, other agreements Investments and any amendments, supplements or restatements Securities (including to other affiliates of the Transaction Documents to Partnership in accordance with the terms hereof); (v) activities which it is a party or such other agreements and issuing any other instruments, that are necessary, suitable or convenient or advisable to accomplish the foregoing or are incidental thereto or connected therewith; and (vi) such other activities as may be required in connection therewithwith the acquisition, modification, renegotiation and disposition of the Investments and the other collateral items related thereto and distributions to the Transferor.

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 formationConstituent Documents. Without limiting the foregoing, the Borrower will limit the scope of its business to: (i) the acquisition of Loan Portfolio 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 Portfolio 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 Underlying 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 Portfolio 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 BDCAHoldings) 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, including 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.

Organizational Procedures and Scope of Business. The Borrower It will observe all organizational procedures required by its certificate of formation, limited liability company agreement the Borrower LLC Agreement and the laws of its jurisdiction of formation. Without limiting the foregoing, the Borrower it will limit the scope of its business toto the following purpose: (i) the acquisition to acquire (including by way of Loan Assets capital contribution), own, hold, sell, transfer, participate, service, foreclose on, exercise rights or remedies under, syndicate, invest in, convey, safe keep, dispose of, pledge, assign, secure, borrow money against, finance or otherwise deal with from time to time, publicly or privately and the ownership and management of whether with unrelated third parties or with affiliated entities, the Portfolio Assets Assets, Permitted Investments and the Equity Securities and any property or instruments related assets in the Collateral Portfoliothereto; (ii) the sale, transfer or other disposition of Loan Assets as to enter into and when permitted perform its obligations under the Transaction DocumentsDocuments and the other agreements, instruments and notes to be delivered from time to time in connection therewith, including any agreement to which it is a party pursuant to or in connection with which any Portfolio Assets acquired or sold; (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 take 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 (ixiv) 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 establish bank accounts as are necessary, convenient or advisable to accomplish the foregoing or are incidental thereto activities set forth herein or in connection therewiththe Transaction Documents; (v) to contract with third parties to provide services as may be required from time to time by the Borrower, including, without limitation, legal, investment, accounting, data processing, administrative and management services; (vi) to invest the proceeds derived from the pledge, financing, sale or ownership of the Permitted Investments and to make distributions to its members, in each case as determined by the initial member and to the extent not prohibited by the Transaction Documents; and (vii) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above-mentioned purposes.

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, -85- 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.

Organizational Procedures and Scope of Business. The Borrower It will observe all organizational procedures required by its certificate of formation, limited liability company agreement the Borrower LLC Agreement and the laws of its jurisdiction of formation. Without limiting the foregoing, the Borrower it will limit the scope of its business toto the following purpose: (i) the acquisition to acquire (including by way of Loan Assets capital contribution), own, hold, sell, transfer, participate, service, foreclose on, exercise rights or remedies under, syndicate, invest in, convey, safe keep, dispose of, pledge, assign, secure, borrow money against, finance or otherwise deal with from time to time, publicly or privately and the ownership and management of whether with unrelated third parties or with affiliated entities, the Portfolio Assets Assets, Permitted Investments and the Equity Securities and any property or instruments related assets in the Collateral Portfoliothereto; (ii) the sale, transfer or other disposition of Loan Assets as to enter into and when permitted perform its obligations under the Transaction DocumentsDocuments and the other agreements, instruments and notes to be delivered from time to time in connection therewith, including any agreement to which it is a party pursuant to or in connection with which any Portfolio Assets acquired or sold; (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 take 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 -105- Borrower to do business as a foreign limited liability company in any other state in which such qualification is required; and (ixiv) 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 establish bank accounts as are necessary, convenient or advisable to accomplish the foregoing or are incidental thereto activities set forth herein or in connection therewiththe Transaction Documents; (v) to contract with third parties to provide services as may be required from time to time by the Borrower, including, without limitation, legal, investment, accounting, data processing, administrative and management services; (vi) to invest the proceeds derived from the pledge, financing, sale or ownership of the Permitted Investments and to make distributions to its members, in each case as determined by the initial member and to the extent not prohibited by the Transaction Documents; and (vii) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above-mentioned purposes.