Common use of Company Expenses Clause in Contracts

Company Expenses. The Company shall bear and be responsible for all costs and expenses of its operations in connection with its operations and transactions (“Company Expenses”). The Company’s primary operating expenses will include the payment of the Distribution and Servicing Fee to Xxxxxxx Xxxxx, legal and professional fees, interest, fees and other expenses of Financings and other operating and overhead related expenses. The other Company Expenses will include those relating to: (i) the Company’s operational and organizational expenses; (ii) the Company’s fees and expenses, including travel expenses, incurred by the Investment Manager or payable to third parties related to the Company’s Investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses relating to, or associated with, acquiring, holding, evaluating, monitoring, researching, performing due diligence on and disposing of Investments and prospective Investments; (iii) interest, fees and other expenses payable on Financings, if any, incurred by the Company; (iv) fees and expenses incurred by the Company in connection with membership in investment company organizations; (v) brokers’ commissions and any other transaction-related expenses and fees arising out of transactions effected on behalf of the Company; (vi) fees and expenses associated with calculating the Company’s NAV (including the costs and expenses of any independent valuation firm); (vii) legal, auditing, accounting or tax preparation fees and expenses; (viii) taxes or governmental fees; (ix) the fees and expenses of the Company’s administrator, transfer agent or sub-transfer agent; (x) the cost of preparing unit certificates or any other expenses, including clerical expenses of issue or repurchase of the Units; (xi) the expenses of, and fees for, registering or qualifying Common Units for sale and of maintaining the Company’s registration; (xii) the fees and expenses of the Independent Managers; (xiii) the fees, expenses or disbursements of custodians of the Company’s assets (including (X) expenses incurred in the performance of any obligations enumerated by this Agreement or other organizational documents of the Company insofar as they govern agreements with any such custodian and (Y) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Investment Manager and any custodian or other agent engaged by the Company), or with respect to any escrow account; (xiv) the cost of preparing and distributing reports, proxy statements and notices to Common Unitholders, the U.S. Securities and Exchange Commission (the “SEC”) and other regulatory authorities; (xv) expenses associated with Unitholders’ meetings; (xvi) the costs and insurance premiums of and errors and omissions/managers and officers liability insurance or any fidelity bond; (xvii) listing fees, if any; (xviii) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the Company’s business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company’s rights against any Person and indemnification or contribution expenses payable by the Company to any Person and other extraordinary expenses not incurred in the ordinary course of the Company’s business; (xix) any other administrative expenses or fees incurred by the Company; and (xx) any extraordinary expenses incurred by the Company.

Company Expenses. The Company shall bear and be responsible for all costs and expenses of its operations in connection with its operations and transactions (“Company Expenses”). The Company’s primary operating expenses will include the payment of the Distribution Management Fee and Servicing the Incentive Fee to Xxxxxxx Xxxxxthe Investment Adviser, legal and professional fees, interest, fees and other expenses of Financings and other operating and overhead related expenses. The other Company Expenses will include those relating to: (i) the Company’s operational and organizational expenses; (ii) the Company’s fees and expenses, including travel expenses, incurred by the Investment Manager Adviser or payable to third parties related to the Company’s Investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses relating to, or associated with, acquiring, holding, from evaluating, monitoring, researching, researching and performing due diligence on and disposing of Investments and prospective Investments; (iii) interest, fees and other expenses payable on Financings, if any, incurred by the Company; (iv) fees and expenses incurred by the Company in connection with membership in investment company organizations; (v) brokers’ commissions and any other transaction-related expenses and fees arising out of transactions effected on behalf of the Companycommissions; (vi) fees and expenses associated with calculating the Company’s NAV (including the costs and expenses of any independent valuation firm); (vii) legal, auditing, auditing or accounting or tax preparation fees and expenses; (viii) taxes or governmental fees; (ix) the fees and expenses of the Company’s administrator, transfer agent or sub-transfer agent; (x) the cost of preparing unit certificates or any other expenses, including clerical expenses of issue or repurchase of the Units; (xi) the expenses of, and fees for, registering or qualifying Common Units for sale and of sale, maintaining the Company’s registrationregistration and qualifying and registering the Company as a broker or a dealer; (xii) the fees and expenses of the Independent ManagersDirectors; (xiii) the fees, expenses fees or disbursements of custodians of the Company’s assets (assets, including (X) expenses incurred in the performance of any obligations enumerated by this Agreement or other organizational documents of the Company insofar as they govern agreements with any such custodian and (Y) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Investment Manager and any custodian or other agent engaged by the Company), or with respect to any escrow accountcustodian; (xiv) the cost of preparing and distributing reports, proxy statements and notices to Common Unitholdersholders of equity interests in the Company, the U.S. Securities and Exchange Commission (the “SEC”) SEC and other regulatory authorities; (xv) expenses associated with Unitholders’ meetingsinsurance premiums; (xvi) the costs of holding meetings of Members; and insurance premiums of and errors and omissions/managers and officers liability insurance or any fidelity bond; (xvii) listing fees, if any; (xviii) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the Company’s business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company’s rights against any Person person and indemnification or contribution expenses payable by the Company to any Person person and other extraordinary expenses not incurred in the ordinary course of the Company’s business; (xix) any other administrative . Company expenses or fees incurred borne by the Company; Company in the ordinary course on an annual basis (excluding the Management Fee, the Incentive Fee, organizational and (xxstart-up expenses, and expenses related to Financings and other leverage) any extraordinary shall not exceed an amount equal to 0.5% of the aggregate amount of Commitments to the Company by Common Unitholders, provided, however that expenses incurred by outside of the Companyordinary course, including litigation and similar expenses, are not subject to such a cap.

Company Expenses. The Company shall bear and be responsible for all costs and expenses of its operations in connection with its operations and transactions (“Company Expenses”). The Company’s primary operating expenses will include the payment of the Distribution and Servicing Management Fee to Xxxxxxx Xxxxxthe Investment Manager, legal and professional fees, interest, fees and other expenses of Financings and other operating and overhead related expenses. The other Company Expenses will include those relating to: (i) the Company’s operational and organizational expenses; (ii) the Company’s fees and expenses, including travel expenses, incurred by the Investment Manager or payable to third parties related to the Company’s Investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses relating to, or associated with, acquiring, holding, evaluating, monitoring, researching, performing due diligence on and disposing of Investments and prospective Investments; (iii) interest, fees and other expenses payable on Financings, if any, incurred by the Company; (iv) fees and expenses incurred by the Company in connection with membership in investment company organizations; (v) brokers’ commissions and any other transaction-related expenses and fees arising out of transactions effected on behalf of the Company; (vi) fees and expenses associated with calculating the Company’s NAV (including the costs and expenses of any independent valuation firm); (vii) legal, auditing, accounting or tax preparation fees and expenses; (viii) taxes or governmental fees; (ix) the fees and expenses of the Company’s administrator, transfer agent or sub-transfer agent; (x) the cost of preparing unit certificates or any other expenses, including clerical expenses of issue or repurchase of the Units; (xi) the expenses of, and fees for, registering or qualifying Common Units for sale and of maintaining the Company’s registration; (xii) the fees and expenses of the Independent Managers; (xiii) the fees, expenses or disbursements of custodians of the Company’s assets (including (X) expenses incurred in the performance of any obligations enumerated by this Agreement or other organizational documents of the Company insofar as they govern agreements with any such custodian and (Y) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Investment Manager and any custodian or other agent engaged by the Company), or with respect to any escrow account; (xiv) the cost of preparing and distributing reports, proxy statements and notices to Common Unitholders, the U.S. Securities and Exchange Commission (the “SEC”) and other regulatory authorities; (xv) expenses associated with Unitholders’ meetings; (xvi) the costs and insurance premiums of and errors and omissions/managers and officers liability insurance or any fidelity bond; (xvii) listing fees, if any; (xviii) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the Company’s business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company’s rights against any Person and indemnification or contribution expenses payable by the Company to any Person and other extraordinary expenses not incurred in the ordinary course of the Company’s business; (xix) any other administrative expenses or fees incurred by the Company; and (xx) any extraordinary expenses incurred by the Company.

Company Expenses. The Company shall bear and be responsible pay directly, or reimburse GIPLP for all costs and expenses of its operations in connection with its operations and transactions (“Company Expenses”). The Company’s primary operating expenses will include the payment of the Distribution and Servicing Fee to Xxxxxxx Xxxxx, legal and professional fees, interest, fees and other expenses of Financings and other operating and overhead related expenses. The other Company Expenses will include those relating to: (i) the Company’s operational and organizational expenses; (ii) the Company’s fees and expenses, including travel expenses, incurred by the Investment Manager or payable to third parties related to the Company’s Investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses relating to, or associated with, acquiring, holding, evaluating, monitoring, researching, performing due diligence on and disposing of Investments and prospective Investments; (iii) interest, fees and other expenses payable on Financings, if any, incurred by the Company; (iv) fees and expenses incurred by the Company in connection with membership in investment company organizations; (v) brokers’ commissions and any other transaction-related expenses and fees arising out of transactions effected on behalf of the Company; (vi) fees and expenses associated with calculating the Company’s NAV (including the costs and expenses of any independent valuation firm); (vii) legal, auditing, accounting or tax preparation fees and expenses; (viii) taxes or governmental fees; (ix) the fees and expenses of the Company’s administratoroperations, transfer agent including, without limitation, the following costs and expenses: (a) all organization expenses advanced or sub-transfer agentotherwise paid by the Members; (xb) all costs of personnel employed by the cost of preparing unit certificates or any other expenses, including clerical expenses of issue or repurchase of the Units; (xi) the expenses of, Company and fees for, registering or qualifying Common Units for sale and of maintaining directly involved in the Company’s registration; (xii) the fees and expenses of the Independent Managers; (xiii) the fees, expenses or disbursements of custodians of the Company’s assets (including (X) expenses incurred in the performance of any obligations enumerated by this Agreement or other organizational documents of the Company insofar as they govern agreements with any such custodian and (Y) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Investment Manager and any custodian or other agent engaged by the Company), or with respect to any escrow account; (xiv) the cost of preparing and distributing reports, proxy statements and notices to Common Unitholders, the U.S. Securities and Exchange Commission (the “SEC”) and other regulatory authorities; (xv) expenses associated with Unitholders’ meetings; (xvi) the costs and insurance premiums of and errors and omissions/managers and officers liability insurance or any fidelity bond; (xvii) listing feesbusiness, if any; (xviiic) all compensation due to the Members or their Affiliates; (d) all costs of borrowed money, taxes and assessments on Property and other taxes applicable to the Company; (e) legal, accounting, audit, brokerage and other fees; fees and expenses paid to independent contractors, mortgage brokers, real estate brokers and other agents; (g) costs of leasing, acquiring, owning, developing, constructing, improving, operating, and disposing of Property; (h) expenses incurred in connection with the development, construction, alteration, maintenance, repair, remodeling, refurbishment, leasing and operation of Property; (i) all expenses incurred in connection with the maintenance of Company books and records, the preparation and dissemination of reports, tax returns or other information to the Members and the making of Distributions to the Members; (j) expenses incurred in preparing and filing reports or other information with appropriate regulatory agencies; (k) expenses of insurance as required in connection with the business of the Company; (l) costs incurred in connection with any claimlitigation in which the Company may become involved, litigationor any examination, arbitrationinvestigation, mediationor other proceedings conducted by any regulatory agency, government investigation including legal and accounting fees; (m) the actual costs of goods and materials used by or dispute for the Company; (n) the costs of services that could be performed directly for the Company by independent parties such as legal, accounting, secretarial or clerical, reporting, transfer agent, data processing and duplicating services but which are in fact performed by the Members or their Affiliates, but not in excess of the amounts which the Company would otherwise be required to pay to independent parties for comparable services in the same geographic locale; (o) expenses of Company administration, accounting, documentation and reporting; (p) expenses of revising, amending, modifying or terminating this Agreement; and (q) all other costs and expenses incurred in connection with the Company’s business business, including travel to and from the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company’s rights against any Person and indemnification or contribution expenses payable by the Company to any Person and other extraordinary expenses not incurred in the ordinary course of the Company’s business; (xix) any other administrative expenses or fees incurred Project that may be acquired by the Company; . The legal expenses (up to $5,000) of Brown Family Enterprises, LLC and (xx) any extraordinary expenses incurred by GIPLP respectively in connection to this Agreement shall be an expense of the CompanyCompany and shall be reimbursable to the respective Member.

Company Expenses. The Company shall bear and be responsible pay directly, or reimburse GIPLP for all costs and expenses of its operations in connection with its operations and transactions (“Company Expenses”). The Company’s primary operating expenses will include the payment of the Distribution and Servicing Fee to Xxxxxxx Xxxxx, legal and professional fees, interest, fees and other expenses of Financings and other operating and overhead related expenses. The other Company Expenses will include those relating to: (i) the Company’s operational and organizational expenses; (ii) the Company’s fees and expenses, including travel expenses, incurred by the Investment Manager or payable to third parties related to the Company’s Investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses relating to, or associated with, acquiring, holding, evaluating, monitoring, researching, performing due diligence on and disposing of Investments and prospective Investments; (iii) interest, fees and other expenses payable on Financings, if any, incurred by the Company; (iv) fees and expenses incurred by the Company in connection with membership in investment company organizations; (v) brokers’ commissions and any other transaction-related expenses and fees arising out of transactions effected on behalf of the Company; (vi) fees and expenses associated with calculating the Company’s NAV (including the costs and expenses of any independent valuation firm); (vii) legal, auditing, accounting or tax preparation fees and expenses; (viii) taxes or governmental fees; (ix) the fees and expenses of the Company’s administratoroperations, transfer agent including, without limitation, the following costs and expenses: (a) all organization expenses advanced or sub-transfer agentotherwise paid by the Members; (xb) all costs of personnel employed by the cost of preparing unit certificates or any other expenses, including clerical expenses of issue or repurchase of the Units; (xi) the expenses of, Company and fees for, registering or qualifying Common Units for sale and of maintaining directly involved in the Company’s registration; (xii) the fees and expenses of the Independent Managers; (xiii) the fees, expenses or disbursements of custodians of the Company’s assets (including (X) expenses incurred in the performance of any obligations enumerated by this Agreement or other organizational documents of the Company insofar as they govern agreements with any such custodian and (Y) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Investment Manager and any custodian or other agent engaged by the Company), or with respect to any escrow account; (xiv) the cost of preparing and distributing reports, proxy statements and notices to Common Unitholders, the U.S. Securities and Exchange Commission (the “SEC”) and other regulatory authorities; (xv) expenses associated with Unitholders’ meetings; (xvi) the costs and insurance premiums of and errors and omissions/managers and officers liability insurance or any fidelity bond; (xvii) listing feesbusiness, if any; (xviiic) all compensation due to the Members or their Affiliates; (d) all costs of borrowed money, taxes and assessments on Property and other taxes applicable to the Company; (e) legal, accounting, audit, brokerage and other fees; fees and expenses paid to independent contractors, mortgage brokers, real estate brokers and other agents; (g) costs of leasing, acquiring, owning, developing, constructing, improving, operating, and disposing of Property; (h) expenses incurred in connection with the development, construction, alteration, maintenance, repair, remodeling, refurbishment, leasing and operation of Property; (i) all expenses incurred in connection with the maintenance of Company books and records, the preparation and dissemination of reports, tax returns or other information to the Members and the making of Distributions to the Members; (j) expenses incurred in preparing and filing reports or other information with appropriate regulatory agencies; (k) expenses of insurance as required in connection with the business of the Company; (l) costs incurred in connection with any claimlitigation in which the Company may become involved, litigationor any examination, arbitrationinvestigation, mediationor other proceedings conducted by any regulatory agency, government investigation including legal and accounting fees; (m) the actual costs of goods and materials used by or dispute for the Company; (n) the costs of services that could be performed directly for the Company by independent parties such as legal, accounting, secretarial or clerical, reporting, transfer agent, data processing and duplicating services but which are in fact performed by the Members or their Affiliates, but not in excess of the amounts which the Company would otherwise be required to pay to independent parties for comparable services in the same geographic locale; (o) expenses of Company administration, accounting, documentation and reporting; (p) expenses of revising, amending, modifying or terminating this Agreement; and (q) all other costs and expenses incurred in connection with the Company’s business business, including travel to and from the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company’s rights against any Person and indemnification or contribution expenses payable by the Company to any Person and other extraordinary expenses not incurred in the ordinary course of the Company’s business; (xix) any other administrative expenses or fees incurred Project that may be acquired by the Company; . The legal expenses (up to $5,000) of Xxxxx Family Enterprises, LLC and GIPLP respectively in connection to this Agreement shall be an expense of the Company and shall be reimbursable to the respective Member. (xxb) any extraordinary expenses incurred by the Company.Fees. N/A ARTICLE VI

Company Expenses. The Company shall bear and be responsible for all costs and expenses of its operations in connection with its operations and transactions (“Company Expenses”). The Company’s primary operating expenses will include the payment of the Distribution Management Fee and Servicing the Incentive Fee to Xxxxxxx Xxxxxthe Investment Adviser, legal and professional fees, interest, fees and other expenses of Financings and other operating and overhead related expenses. The other Company Expenses will include those relating to: (i) the Company’s operational operational, offering and organizational expenses; (ii) the Company’s fees and expenses, including travel expenses, incurred by the Investment Manager Adviser or payable to third parties related to the Company’s Investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses relating to, or associated with, acquiring, holding, from evaluating, monitoring, researching, researching and performing due diligence on and disposing of Investments and prospective Investments; (iii) interest, fees and other expenses payable on Financings, if any, incurred by the Company; (iv) fees and expenses incurred by the Company in connection with membership in investment company organizations; (v) brokers’ commissions and any other transaction-related expenses and fees arising out of transactions effected on behalf of the Companycommissions; (vi) fees and expenses associated with calculating the Company’s NAV (including the costs and expenses of any independent valuation firm); (vii) legal, auditing, auditing or accounting or tax preparation fees and expenses; (viii) taxes or governmental fees; (ix) the fees and expenses of the Company’s administrator, transfer agent or and/or sub-transfer agent; (x) the cost of preparing unit certificates or any other expenses, including clerical expenses of issue issue, redemption or repurchase of the Units; (xi) the expenses of, and fees for, registering or qualifying Common Units for sale and of sale, maintaining the Company’s registrationregistration and qualifying and registering the Company as a broker or a dealer; (xii) the fees and expenses of the Independent ManagersDirectors; (xiii) the fees, expenses fees or disbursements of custodians of the Company’s assets (assets, including (X) expenses incurred in the performance of any obligations enumerated by this Agreement or other organizational documents of the Company insofar as they govern agreements with any such custodian and (Y) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Investment Manager and any custodian or other agent engaged by the Company), or with respect to any escrow accountcustodian; (xiv) the cost of preparing and distributing reports, proxy statements and notices to Common Unitholdersholders of equity interests in the Company, the U.S. Securities and Exchange Commission (the “SEC”) SEC and other regulatory authorities; (xv) expenses associated with Unitholders’ meetingsinsurance premiums; (xvi) the costs of holding meetings of Members; and insurance premiums of and errors and omissions/managers and officers liability insurance or any fidelity bond; (xvii) listing fees, if any; (xviii) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the Company’s business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company’s rights against any Person person and indemnification or contribution expenses payable by the Company to any Person person and other extraordinary expenses not incurred in the ordinary course of the Company’s business; (xix) any other administrative . Company expenses or fees incurred borne by the Company; Company in the ordinary course on an annual basis (excluding the Management Fee, the Incentive Fee, organizational and (xxstart-up expenses, and expenses related to Financings and other leverage) any extraordinary shall not exceed an amount equal to 0.5% of the aggregate Commitments, provided, however that expenses incurred by outside of the ordinary course, including litigation and similar expenses, are not subject to such a cap. Certain Organizational Expenses shall be charged to the Company on or about the Initial Drawdown Date. In order to allocate such expenses among all Common Unitholders, investors making Commitments after the Initial Drawdown Date shall be required to bear a portion of such expenses at the time of their first investment in the Company as set forth in Section 3.4.2. The Company’s initial offering costs (other than the Organizational Expenses) shall be amortized to expense over a 12-month period on a straight-line basis, beginning on the Initial Drawdown Date.

Company Expenses. The (a) Subject to 5.1(b), the Company shall bear and be responsible for all costs costs, expenses and expenses of its operations liabilities in connection with its operations the organization, operations, administration and transactions of the Company (“Company Expenses”). The Company’s primary operating expenses will include the payment of the Distribution and Servicing Fee to Xxxxxxx Xxxxx, legal and professional fees, interest, fees and other expenses of Financings and other operating and overhead related expenses. The other Company Expenses will include those relating toshall include, without limitation: (ia) the Company’s operational and organizational expenses; (ii) the Company’s fees and expenses, including travel expenses, incurred by the Investment Manager or payable to third parties related to the Company’s Investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses relating to, or associated with, acquiring, holding, evaluating, monitoring, researching, performing due diligence on and disposing of Investments and prospective Investments; (iii) interest, fees and other expenses payable on Financings, if any, incurred by the Company; (iv) fees and expenses incurred by the Company in connection with membership in investment company organizations; (v) brokers’ commissions Organizational Expenses and any other transaction-related expenses and fees arising out of transactions effected on behalf of the Company; (vi) fees and expenses associated with the issuance of the Units; (b) expenses of calculating the Company’s NAV net asset value (including the costs cost and expenses of any independent valuation firm); (viic) legalfees payable to third parties, auditingincluding agents, accounting consultants, attorneys or tax preparation fees other advisors, relating to, or associated with, evaluating and expensesmaking investments; (viiid) taxes expenses incurred by the Adviser or governmental feesthe Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective investments and the corresponding Portfolio Companies; (ixe) costs associated with the Company’s reporting and compliance obligations under the 1940 Act, the 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance the Company’s investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expenses payable under the Administration Agreement including payments based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations, including the allocable portion of the cost of the Company’s administratorchief compliance officer, chief legal officer and chief financial officer and their respective staffs; (j) transfer agent or agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer agentof Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes and other governmental charges assessed against the Company; (n) Independent Directors’ fees and expenses and the costs associated with convening a meeting of the Board or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (p) costs of any reports, proxy statements or other notices to Unitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of the Company’s financial statements and tax returns; (r) the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the cost purchase or sale of preparing unit certificates or any other expensessecurities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including clerical expenses in each case services with respect to the proposed purchase or sale of issue securities by the Company that are not reimbursed by the issuer of such securities or repurchase of the Unitsothers (whether or not such purchase or sale is consummated); (xiz) the expenses ofcosts of amending, and fees for, registering restating or qualifying Common Units for sale and of maintaining the Company’s registration; (xii) the fees and expenses of the Independent Managers; (xiii) the fees, expenses or disbursements of custodians of the Company’s assets (including (X) expenses incurred in the performance of any obligations enumerated by modifying this Agreement or other organizational Advisory Agreement or related documents of the Company insofar as they govern agreements with any such custodian and (Y) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Investment Manager and any custodian or other agent engaged by the Company), or with respect to any escrow accountrelated entities; (xivaa) the cost of preparing and distributing reports, proxy statements and notices to Common Unitholders, the U.S. Securities and Exchange Commission (the “SEC”) and other regulatory authorities; (xv) expenses associated with Unitholders’ meetings; (xvi) the costs and insurance premiums of and errors and omissions/managers and officers liability insurance or any fidelity bond; (xvii) listing fees, if any; (xviii) costs costs, and expenses incurred in connection with any claimthe termination, litigation, arbitration, mediation, government investigation liquidation or dispute dissolution of the Company or related entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with the Company’s business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company’s rights against any Person and indemnification or contribution expenses payable by the Company to any Person and other extraordinary expenses not incurred in the ordinary course of administering the Company’s business; (xix) any other administrative expenses or fees incurred by the Company; and (xx) any extraordinary expenses incurred by the Company.

Company Expenses. The Company shall bear and will be responsible for for, and pay (or reimburse the Manager for), all expenses incurred by the Company, (the “Company Expenses”) that are not paid or reimbursed by a third–party pursuant to the terms of an Investment including, without limitation: (i) Organizational Expenses; (ii) Loan Servicing Fee as specified in Section 8.2; (iii) all expenses incurred in connection with Company operations, including, without limitation, all expenses incurred with the purchase, holding, sale or proposed sale of any Investments including, without limitation, all travel-related expenses and all third party out-of-pocket costs and expenses of custodians, paying agents, registrars, counsel, independent accountants, tax preparation, and others; (iv) legal, accounting, tax preparation and other specialized consulting or professional services including environmental, engineering, architectural, and other building trades and inspection services, due diligence costs, title fees, escrow fees, closing fees, and other expenses that the Manager would not normally be expected to render with its operations own professional staff; (v) all third-party costs incurred in connection with its operations and transactions the preparation of or relating to reports made to the Members; (“Company Expenses”). The Company’s primary operating expenses will include the payment of the Distribution and Servicing Fee vi) all costs related to Xxxxxxx Xxxxx, legal and professional fees, interest, fees and other expenses of Financings and other operating and overhead related expenses. The other Company Expenses will include those relating to: (i) litigation involving the Company’s operational and organizational expenses, directly or indirectly, including, without limitation, attorneys' fees incurred in connection therewith; (iivii) the Company’s fees and expenses, including travel expenses, incurred by the Investment Manager or payable to third parties all costs related to the Company’s Investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses relating to, or associated with, acquiring, holding, evaluating, monitoring, researching, performing due diligence on and disposing of Investments and prospective Investments's indemnification obligations set forth in Section 11; (iiiviii) interestthe costs of any litigation, fees director and officer liability or other expenses payable on Financings, if any, incurred by insurance and indemnification or extraordinary expense or liability relating to the Company; (iv) fees and expenses incurred by the Company in connection with membership in investment company organizations; (v) brokers’ commissions and any other transaction-related expenses and fees arising out of transactions effected on behalf affairs of the Company; (viix) all unreimbursed out-of-pocket expenses relating to transactions that are not consummated including legal, accounting and consulting fees and expenses associated all extraordinary professional fees incurred in connection with calculating the Company’s NAV (including the costs and expenses of any independent valuation firm); (vii) legal, auditing, accounting business or tax preparation fees and expenses; (viii) taxes or governmental fees; (ix) the fees and expenses management of the Company’s administrator, transfer agent or sub-transfer agent; (x) the cost of preparing unit certificates or any other expenses, including clerical all expenses of issue or repurchase of liquidating the UnitsCompany; and (xi) the expenses ofany taxes, and fees for, registering or qualifying Common Units for sale and of maintaining the Company’s registration; (xii) the fees and expenses of the Independent Managers; (xiii) the fees, expenses or disbursements of custodians of the Company’s assets (including (X) expenses incurred in the performance of any obligations enumerated by this Agreement or other organizational documents of governmental charges levied against the Company insofar as they govern agreements with any such custodian and (Y) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Investment Manager and any custodian or other agent engaged by the Company), or with respect to any escrow account; (xiv) the cost of preparing and distributing reports, proxy statements and notices to Common Unitholders, the U.S. Securities and Exchange Commission (the “SEC”) and other regulatory authorities; (xv) expenses associated with Unitholders’ meetings; (xvi) the costs and insurance premiums of and errors and omissions/managers and officers liability insurance or any fidelity bond; (xvii) listing fees, if any; (xviii) costs incurred in connection with any claimtax audit, litigationinvestigation, arbitration, mediation, government investigation settlement or dispute in connection with the Company’s business and the amount of any judgment or settlement paid in connection therewith, or the enforcement review of the Company. Company Expenses do not include, and the Company will not pay, costs associated with the Manager’s rights against any Person personnel, overhead and indemnification or contribution expenses payable profit, except as such items may be included in the Loan Servicing Fee; provided, however, that, for administrative convenience, the Company may lease certain employees from the Manager and, in such event, the Company shall reimburse the Manager for all W-2 wages, deferred compensation and employee benefits paid to the employees leased by the Company. To the extent that the Company reimburses the Manager for W-2 wages paid to the employees leased by the Company (the “Company Employee Expense”), the Company (and not the Manager) shall be entitled to any Person claim such W-2 wages and benefits for purposes of Section 1.99A-2(b)(2)(ii) where wages are paid by a person other extraordinary expenses not incurred in the ordinary course of the Companythan an employee’s business; (xix) any other administrative expenses or fees incurred by the Company; and (xx) any extraordinary expenses incurred by the Companycommon law employer.

Company Expenses. The Company shall bear and will be responsible for for, and pay (or reimburse the Manager for), all expenses incurred by the Company, (the “Company Expenses”) that are not paid or reimbursed by a third–party pursuant to the terms of an Investment including, without limitation: (i) Organizational Expenses; (ii) Loan Servicing Fee as specified in Section 8.2; (iii) all expenses incurred in connection with Company operations, including, without limitation, all expenses incurred with the purchase, holding, sale or proposed sale of any Investments including, without limitation, all travel-related expenses and all third party out-of-pocket costs and expenses of custodians, paying agents, registrars, counsel, independent accountants, tax preparation, and others; (iv) legal, accounting, tax preparation and other specialized consulting or professional services including environmental, engineering, architectural, and other building trades and inspection services, due diligence costs, title fees, escrow fees, closing fees, and other expenses that the Manager would not normally be expected to render with its operations own professional staff; (v) all third-party costs incurred in connection with its operations and transactions the preparation of or relating to reports made to the Members; (“Company Expenses”). The Company’s primary operating expenses will include the payment of the Distribution and Servicing Fee vi) all costs related to Xxxxxxx Xxxxx, legal and professional fees, interest, fees and other expenses of Financings and other operating and overhead related expenses. The other Company Expenses will include those relating to: (i) litigation involving the Company’s operational and organizational expenses, directly or indirectly, including, without limitation, attorneys’ fees incurred in connection therewith; (iivii) the Company’s fees and expenses, including travel expenses, incurred by the Investment Manager or payable to third parties all costs related to the Company’s Investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses relating to, or associated with, acquiring, holding, evaluating, monitoring, researching, performing due diligence on and disposing of Investments and prospective Investmentsindemnification obligations set forth in Section 11; (iiiviii) interestthe costs of any litigation, fees director and officer liability or other expenses payable on Financings, if any, incurred by insurance and indemnification or extraordinary expense or liability relating to the Company; (iv) fees and expenses incurred by the Company in connection with membership in investment company organizations; (v) brokers’ commissions and any other transaction-related expenses and fees arising out of transactions effected on behalf affairs of the Company; (viix) all unreimbursed out-of-pocket expenses relating to transactions that are not consummated including legal, accounting and consulting fees and expenses associated all extraordinary professional fees incurred in connection with calculating the Company’s NAV (including the costs and expenses of any independent valuation firm); (vii) legal, auditing, accounting business or tax preparation fees and expenses; (viii) taxes or governmental fees; (ix) the fees and expenses management of the Company’s administrator, transfer agent or sub-transfer agent; (x) the cost of preparing unit certificates or any other expenses, including clerical all expenses of issue or repurchase of liquidating the UnitsCompany; and (xi) the expenses ofany taxes, and fees for, registering or qualifying Common Units for sale and of maintaining the Company’s registration; (xii) the fees and expenses of the Independent Managers; (xiii) the fees, expenses or disbursements of custodians of the Company’s assets (including (X) expenses incurred in the performance of any obligations enumerated by this Agreement or other organizational documents of governmental charges levied against the Company insofar as they govern agreements with any such custodian and (Y) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Investment Manager and any custodian or other agent engaged by the Company), or with respect to any escrow account; (xiv) the cost of preparing and distributing reports, proxy statements and notices to Common Unitholders, the U.S. Securities and Exchange Commission (the “SEC”) and other regulatory authorities; (xv) expenses associated with Unitholders’ meetings; (xvi) the costs and insurance premiums of and errors and omissions/managers and officers liability insurance or any fidelity bond; (xvii) listing fees, if any; (xviii) costs incurred in connection with any claimtax audit, litigationinvestigation, arbitration, mediation, government investigation settlement or dispute in connection with the Company’s business and the amount of any judgment or settlement paid in connection therewith, or the enforcement review of the Company’s rights against any Person . Company Expenses do not include, and indemnification or contribution expenses payable by the Company to any Person will not pay, costs associated with the Manager’s personnel, overhead and other extraordinary expenses not incurred profit, except as such items may be included in the ordinary course of the Company’s business; (xix) any other administrative expenses or fees incurred by the Company; and (xx) any extraordinary expenses incurred by the CompanyLoan Servicing Fee.

Company Expenses. The Company shall bear and be responsible for all costs and expenses of its operations in connection with its operations and transactions (“Company Expenses”). The Company’s primary operating expenses will include the payment of the Distribution Management Fee and Servicing the Incentive Fee to Xxxxxxx Xxxxxthe Investment Adviser, legal and professional fees, interest, fees interest and other expenses of Financings and other operating and overhead related expenses. Such overhead related expenses will not include the following overhead expenses of the Investment Adviser: salaries, benefits, health insurance, rent or information technology hardware and software. The other Company Expenses will include those relating to: (i) the Company’s operational operational, offering and organizational expenses; (ii) the Company’s fees and expenses, including travel expenses, reasonably incurred by the Investment Manager Adviser or payable to third parties related to the Company’s Investments, including, among others, professional fees (including including, without limitation, the fees and expenses of consultants and experts) and fees and expenses relating to, or associated with, acquiring, holding, to evaluating, monitoring, researching, researching and performing due diligence on and disposing of Investments and prospective Investments; (iii) interest, fees and other expenses payable on Financings, if any, incurred by the Company; (iv) fees and expenses incurred by the Company in connection with membership in investment company organizations; (v) brokers’ commissions and any other transaction-related expenses and fees arising out of transactions effected on behalf of the Companycommissions; (vi) fees and expenses associated with calculating the Company’s NAV (including the costs and expenses of any independent valuation firm); (vii) legal, auditing, auditing or accounting or tax preparation fees and expenses; (viii) taxes or governmental fees; (ix) the fees and expenses of the Company’s administrator, transfer agent or and/or sub-transfer agent; (x) the cost of preparing unit certificates or any other expenses, including clerical expenses of issue issue, redemption or repurchase of the Units; (xi) the expenses of, and fees for, registering or qualifying Common Units for sale and of sale, maintaining the Company’s registrationregistration and qualifying and registering the Company as a broker or a dealer; (xii) the fees and expenses of the Independent ManagersDirectors; (xiii) the fees, expenses fees or disbursements of custodians of the Company’s assets (assets, including (X) expenses incurred in the performance of any obligations enumerated by this Agreement or other organizational documents of the Company insofar as they govern agreements with any such custodian and (Y) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Investment Manager and any custodian or other agent engaged by the Company), or with respect to any escrow accountcustodian; (xiv) the cost of preparing and distributing reports, proxy statements and notices to Common Unitholdersholders of equity interests in the Company, the U.S. Securities and Exchange Commission (the “SEC”) SEC and other regulatory authorities; (xv) expenses associated with Unitholders’ meetingsinsurance premiums related to the Company or its directors and officers; (xvi) the costs of holding meetings of Members; and insurance premiums of and errors and omissions/managers and officers liability insurance or any fidelity bond; (xvii) listing fees, if any; (xviii) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the Company’s business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company’s rights against any Person person and indemnification or contribution expenses payable by the Company to any Person person and other extraordinary expenses not incurred in the ordinary course of the Company’s business; (xix) . In addition, the Company shall bear the fees and expenses related to the preparation and maintaining of any other administrative necessary registrations with regulators in order to market Units in certain jurisdictions and fees and expenses associated with preparation and maintenance of any key information document or fees incurred similar document required by law or regulation. To the Company; and (xx) any extraordinary extent that expenses incurred by the Company are related to the Company and to one or more Existing Funds, expenses will be allocated among the Company and such Existing Funds as described in the PPM. The Company’s initial offering costs (other than the Organizational Expenses) shall be amortized to expense over a 12-month period on a straight-line basis, beginning on the Initial Drawdown Date.