Common use of Company’s Costs Clause in Contracts

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, will bear all costs and expenses of its investment operations and its investment transactions, including fees, costs and expenses relating to: the Company’s initial organization costs and operating costs incurred prior to the filing of its election to be treated as a BDC; the costs associated with any offerings of the Company’s securities; costs of obtaining ratings on the Company’s investments; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties in performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; the Base Management Fee (as defined below) and any incentive fees payable under this Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under the administration agreement, by and between the Company and State Street Bank and Trust Company (the “Administrator”), dated as of the date hereof (as may be amended from time to time in accordance with its terms, the “Administration Agreement”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements, including structuring expenses, legal costs and rating agency fees; reimbursement of expenses under the administrative support agreement, by and among the Company, First Eagle Investment Management, LLC and First Eagle Private Credit, LLC, for providing certain additional administrative, accounting, operations, compliance and other services, including providing managerial assistance to those portfolio companies that request it(for clarity, other than investment personnel costs as covered in Section 2(a) above); amounts payable to third parties relating to, or associated with, making or holding investments, including placement fees, structuring expenses and legal costs; cost and expenses relating to any special purpose vehicles held by the Company; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; U.S. federal, state and local taxes; fees and expenses of directors that are not affiliated with the Adviser; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”), and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s shareholders (including printing and mailing costs), the costs of any shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Company’s fidelity bond; any necessary insurance premiums; costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Company 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; and direct fees and expenses associated with independent audits, agency, consulting, information technology and legal costs. The Adviser will not be required to pay expenses of activities which are required in order to sell shares of the Company, including, but not limited to, all costs and expenses associated with the preparation and distribution of an offering memorandum, a subscription agreement, if applicable, a registration statement or a shareholder application form. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its Affiliates (as defined below) may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its Affiliates for all such costs and expenses that have been paid by the Adviser or its Affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, will shall bear all costs and expenses of its investment operations and its investment transactions, including fees, costs and expenses relating to: the Company’s initial organization costs and operating costs incurred prior to the filing of its election to be treated regulated as a BDC; the costs associated with any public or private offerings of the Company’s common stock and other securities; costs of obtaining ratings on the Company’s investments; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties in parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the Company’s rights; the Base Management Fee (as defined below) and any incentive fees Incentive Fees (as defined below) payable under this Agreement; certain costs and expenses relating to distributions paid on by the Company’s shares; administration fees payable under the administration agreement, by and between the Company and State Street Bank and Trust Company MS BDC Administrative Services LLC (in such capacity, the “Administrator”), dated as of the date hereof [·], 2019 (as may be amended from time to time in accordance with its terms, the “Administration Agreement”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements, including structuring expenses, legal ; and the allocated costs and rating agency fees; reimbursement of expenses under incurred by the administrative support agreement, by and among the Company, First Eagle Investment Management, LLC and First Eagle Private Credit, LLC, for providing certain additional administrative, accounting, operations, compliance and other services, including Adviser in providing managerial assistance to those portfolio companies that request it(for clarity, other than investment personnel costs as covered in Section 2(a) above)it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, including placement fees, structuring research-related subscriptions and expenses and legal costs; cost quotation equipment and expenses relating to any special purpose vehicles held by the Companyservices used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the Company’s common stock and other securities; U.S. federal, state and local taxes; independent director fees and expenses of directors that are not affiliated with the Adviserexpenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”)amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s shareholders stockholders (including printing and mailing costs), the costs of any shareholdersstockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Company’s fidelity bond; any necessary insurance premiums; costs incurred in connection with extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Company and the amount of any judgment or settlement paid in connection therewith, or the enforcement of agreement to provide indemnification entered into by 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); and direct fees and expenses associated with independent audits, agency, consulting, information technology consulting and legal costs. The Adviser will not be required to pay ; costs of winding up; and all other expenses of activities which are required incurred by either the Administrator or the Company in order to sell shares connection with administering the Company’s business, including payments under the Administration Agreement based upon the Company’s allocable portion of the compensation paid to the Company’s Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under the Administration Agreement, including, but not limited to, all costs to the fees and expenses associated with the preparation and distribution performing compliance functions. The presence of an offering memorandumitem in or its absence from the foregoing list, a subscription on the one hand, and the list of Company expenses set forth in Section 4(b) of Administration Agreement, on the other, shall in no way be construed to limit the responsibility of the Company for such expense under either agreement, if applicable, a registration statement or a shareholder application form. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its Affiliates (as defined below) affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its Affiliates affiliates for all such costs and expenses that have been paid by the Adviser or its Affiliates affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, will shall bear all costs and expenses of its investment operations and its investment transactions, including fees, costs and expenses relating to: the Company’s initial organization costs and operating costs incurred prior to the filing of its election to be treated regulated as a BDC; the costs associated with any public or private offerings of the Company’s common stock and other securities; costs of obtaining ratings on the Company’s investments; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties in parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the Company’s rights; the Base Management Fee (as defined below) and any incentive fees Incentive Fees (as defined below) payable under this Agreement; certain costs and expenses relating to distributions paid on by the Company’s shares; administration fees payable under the administration agreement, by and between the Company and State Street Bank and Trust Company MS BDC Administrative Services LLC (in such capacity, the “Administrator”), dated as of the date hereof November 25, 2019 (as may be amended from time to time in accordance with its terms, the “Administration Agreement”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements, including structuring expenses, legal ; and the allocated costs and rating agency fees; reimbursement of expenses under incurred by the administrative support agreement, by and among the Company, First Eagle Investment Management, LLC and First Eagle Private Credit, LLC, for providing certain additional administrative, accounting, operations, compliance and other services, including Adviser in providing managerial assistance to those portfolio companies that request it(for clarity, other than investment personnel costs as covered in Section 2(a) above)it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, including placement fees, structuring research-related subscriptions and expenses and legal costs; cost quotation equipment and expenses relating to any special purpose vehicles held by the Companyservices used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the Company’s common stock and other securities; U.S. federal, state and local taxes; independent director fees and expenses of directors that are not affiliated with the Adviserexpenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”)amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s shareholders stockholders (including printing and mailing costs), the costs of any shareholdersstockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Company’s fidelity bond; any necessary insurance premiums; costs incurred in connection with extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Company and the amount of any judgment or settlement paid in connection therewith, or the enforcement of agreement to provide indemnification entered into by 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); and direct fees and expenses associated with independent audits, agency, consulting, information technology consulting and legal costs. The Adviser will not be required to pay ; costs of winding up; and all other expenses of activities which are required incurred by either the Administrator or the Company in order to sell shares connection with administering the Company’s business, including payments under the Administration Agreement based upon the Company’s allocable portion of the compensation paid to the Company’s Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under the Administration Agreement, including, but not limited to, all costs to the fees and expenses associated with the preparation and distribution performing compliance functions. The presence of an offering memorandumitem in or its absence from the foregoing list, a subscription on the one hand, and the list of Company expenses set forth in Section 4(b) of Administration Agreement, on the other, shall in no way be construed to limit the responsibility of the Company for such expense under either agreement, if applicable, a registration statement or a shareholder application form. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its Affiliates (as defined below) affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its Affiliates affiliates for all such costs and expenses that have been paid by the Adviser or its Affiliates affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, will shall bear all costs and expenses of its investment operations and its investment transactions, including fees, costs and expenses relating to: the Company’s initial organization costs and operating costs incurred prior to the filing of its election to be treated regulated as a BDC; the costs associated with any public or private offerings of the Company’s common stock and other securities; costs of obtaining ratings on the Company’s investments; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties in parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the Company’s rights; the Base Management Fee (as defined below) and any incentive fees Incentive Fees (as defined below) payable under this Agreement; certain costs and expenses relating to distributions paid on by the Company’s shares; administration fees payable under the administration agreement, by and between the Company and State Street Bank and Trust Company MS BDC Administrative Services LLC (in such capacity, the “Administrator”), dated as of the date hereof November 25, 2019 (as may be amended from time to time in accordance with its terms, the “Administration Agreement”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements, including structuring expenses, legal ; and the allocated costs and rating agency fees; reimbursement of expenses under incurred by the administrative support agreement, by and among the Company, First Eagle Investment Management, LLC and First Eagle Private Credit, LLC, for providing certain additional administrative, accounting, operations, compliance and other services, including Adviser in providing managerial assistance to those portfolio companies that request it(for clarity, other than investment personnel costs as covered in Section 2(a) above)it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, including placement fees, structuring research-related subscriptions and expenses and legal costs; cost quotation equipment and expenses relating to any special purpose vehicles held by the Companyservices used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the Company’s common stock and other securities; U.S. federal, state and local taxes; independent director fees and expenses of directors that are not affiliated with the Adviserexpenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”)amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s shareholders stockholders (including printing and mailing costs), the costs of any shareholdersstockholders’ meetings and the compensation of investor relations personnel responsible for the ​ ​ preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Company’s fidelity bond; any necessary insurance premiums; costs incurred in connection with extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Company and the amount of any judgment or settlement paid in connection therewith, or the enforcement of agreement to provide indemnification entered into by 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); and direct fees and expenses associated with independent audits, agency, consulting, information technology consulting and legal costs. The Adviser will not be required to pay ; costs of winding up; and all other expenses of activities which are required incurred by either the Administrator or the Company in order to sell shares connection with administering the Company’s business, including payments under the Administration Agreement based upon the Company’s allocable portion of the compensation paid to the Company’s Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under the Administration Agreement, including, but not limited to, all costs to the fees and expenses associated with the preparation and distribution performing compliance functions. The presence of an offering memorandumitem in or its absence from the foregoing list, a subscription on the one hand, and the list of Company expenses set forth in Section 4(b) of Administration Agreement, on the other, shall in no way be construed to limit the responsibility of the Company for such expense under either agreement, if applicable, a registration statement or a shareholder application form. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its Affiliates (as defined below) affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its Affiliates affiliates for all such costs and expenses that have been paid by the Adviser or its Affiliates affiliates on behalf of the Company.