Common use of Company’s Responsibilities and Expenses Payable by the Company Clause in Contracts

Company’s Responsibilities and Expenses Payable by the Company. All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) all other direct expenses incurred by either the Company’s administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the AdviserAdviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (a) offering expenses; (b) diligence such as independent valuation firms, accountants and legal counsel), in monitoring of the Company’s financial, regulatory financial and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating in monitoring the Company’s net asset valueinvestments and performing due diligence on its real estate or prospective portfolio companies; (d) interest payable on debt, if any, incurred to finance the cost of effecting sales and repurchases of shares Company’s investments; offerings of the Company’s common or preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and Gladstone Administration, LLC (e) management and incentive fees payable pursuant to this Agreementthe “Administrator”), the Company’s administrator; (f) fees payable to third parties parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments and valuing investments (including third-party valuation firms)investments; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) all costs of registration and listing the Company’s shares on any exchange listing feessecurities exchange; (m) federal, state and local taxes; (n) independent directorsDirectors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with printing costs; the SEC; (r) Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Company or the Company Administrator in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, Administration Agreement between the “Administration Agreement”) that will be Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent and (u) the compensation allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, treasurer and chief financial officer and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses relating to: (a) organizational and offering expenses; (b) diligence the investigation and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts)investments; (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreementthe investment advisory agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) and printing, mailing, independent accountants and outside legal costs; (t) costs and all other direct expenses incurred by either the Company’s administrator Adviser or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator administrator, TFA Associates, LLC in performing its obligations under the Administration Agreement; administration agreement and (u) the compensation of the Company’s chief executive officer, chief financial officer and chief compliance officer, and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the AdviserAdviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (a) offering expenses; (b) diligence such as independent valuation firms, accountants and legal counsel), in monitoring of the Company’s financial, regulatory financial and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating in monitoring the Company’s net asset valueinvestments and performing due diligence on its real estate or prospective portfolio companies; (d) interest payable on debt, if any, incurred to finance the cost of effecting sales and repurchases of shares Company’s investments; offerings of the Company’s common or preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under the existing administration agreement between the Company and Gladstone Administration, LLC (e) management and incentive fees payable pursuant to this the “Administrator”), dated January 1, 2007 (the “Administration Agreement”); (f) fees payable to third parties parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments and valuing investments (including third-party valuation firms)investments; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) all costs of registration and listing the Company’s shares on any exchange listing feessecurities exchange; (m) federal, state and local taxes; (n) independent directorsDirectors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with printing costs; the SEC; (r) Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Company or the Company Administrator in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, Administration Agreement between the “Administration Agreement”) that will be Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent and (u) the compensation allocable portion of the cost of certain of the Company’s personnel, including, but not limited to, its chief compliance officer, treasurer, chief financial officer and officer, general counsel, secretary, chief compliance valuation officer, and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated March 1, 2016, between the Company and the Adviser (the Adviser, when and to in its capacity as the extent engaged in providing investment advisory services hereunderadministrator, and the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and routine employees and all overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and not by the Companyutilities). The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring ): the cost of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company its organization and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts)offerings; (c) the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; (d) the cost of effecting any sales and repurchases of shares of the Company’s common stock Common Stock and other securities; (e) management fees and incentive fees expenses payable pursuant to this Agreementunder any dealer manager agreements, if any; (f) fees debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties relating toparties, or associated withperforming due diligence on prospective portfolio companies and, making investments and valuing investments (including third-party valuation firms)if necessary, enforcing the Company’s rights; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) , any stock exchange listing feesfees and fees payable to rating agencies; (m) federal, state and local taxes; (n) independent directors’ fees and expenses including certain travel expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (r) including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent accountants and audits, outside legal and consulting costs; (t) all other direct expenses costs of winding up; costs incurred by either in connection with the formation or maintenance of entities or vehicles to hold the Company’s administrator assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion offering of overhead and other expenses incurred securities by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) . In addition to the compensation of paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company’s chief financial officer and chief compliance officer, and their respective staffs” shall apply.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of the Adviser, except for the Company’s Chief Compliance Officer and principal financial officer, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company’s Chief Compliance Officer and principal financial officer and their respective staffs shall be employed by the Adviser; however the Company will reimburse the Adviser for the compensation to such employees. The Company shall bear all other out-of-pocket costs and expenses of its operations and transactions, including (without limitation) fees and expenses relating to: (a) future offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) interest payments and other costs related to borrowings; transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) and printing, mailing, independent accountants and outside legal costs; (t) costs and all other direct expenses incurred by either the Company’s administrator Adviser or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated December 1, 2021, between the Company and the Adviser (the Adviser, when and to in its capacity as the extent engaged in providing investment advisory services hereunderadministrator, and the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and routine employees and all overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and not by the Companyutilities). The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring ): the cost of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company its organization and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts)offerings; (c) the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; (d) the cost of effecting any sales and repurchases of shares of the Company’s common stock Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (e) management and incentive fees payable pursuant to this Agreement; (f) fees defined below), or payable to third parties relating toparties, or associated withperforming due diligence on prospective portfolio companies and, making investments and valuing investments (including third-party valuation firms)if necessary, enforcing the Company’s rights; (g) escrow agent, transfer agent and custodial feesfees and expenses; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) , any stock exchange listing feesfees and fees payable to rating agencies; (m) federal, state and local taxes; (n) independent directors’ fees and expenses including certain travel expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration fees, listing fees and current reports with licenses, and the SECcompensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (r) including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent accountants and audits, outside legal and consulting costs; (t) all other direct expenses costs of winding up; costs incurred by either in connection with the formation or maintenance of entities or vehicles to hold the Company’s administrator assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with will bear its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead the costs of the compensation, benefits and other related administrative expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (uincluding travel expenses) the compensation of the Company’s chief financial officer officers who provide operational and chief compliance officeradministrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and their respective staffsadministration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the AdviserAdviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and including, but not limited to, the expenses relating to: (a) offering expenses; (b) diligence and monitoring of listed below. The Company will reimburse the Company’s financial, regulatory and legal affairs (Adviser for any expenses incurred by the Adviser that are allocable to the extent an investment opportunity is being considered for the Company pursuant to this paragraph. Such expenses include: reasonable and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company documented organization and the other accounts)offering; (c) the cost of calculating the Company’s net asset value; value (d) including the cost and expenses of effecting any independent valuation firm); fees and expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisers, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluation and making investments; interest payable on debt, if any, incurred to finance the Company’s investments; sales and repurchases of shares purchases of the Company’s common stock and other securities; (e) base management fees and incentive fees payable pursuant to this Agreementthe Adviser; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) all costs of registration and listing the Company’s securities on any exchange listing feessecurities exchange; (m) federal, state and local taxes; (n) independent directors’ fees and expensesexpenses of directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party (the “Independent Directors”); (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with printing costs; the SEC; (r) Company’s allocable portion of the fidelity bond, directors’ and officers’ liability insurance and errors and omissions insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator , the Administrator or the Company Adviser in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to timeAdministration Agreement and the Expense Reimbursement Agreement between the Company and the Adviser, the “Administration Agreement”) that will be based upon the Company’s allocable portion of the Adviser’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement and the Expense Reimbursement Agreement; and (u) , including the compensation allocable portion of the cost of the Company’s chief financial compliance officer and chief compliance officer, financial officer and their respective staffs. For the avoidance of doubt, the Company shall not be responsible for any expenses related to or arising from the Company’s use of office space.

Company’s Responsibilities and Expenses Payable by the Company. (a) All personnel investment professionals of the AdviserAdvisor and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser Advisor and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (including, without limitation) fees and expenses , those relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset valuevalue (including the cost and expenses of any independent valuation firm); (b) fees and expenses, including travel expenses, incurred by the Advisor or payable to third parties, including agents, consultants or other advisors, in performing due diligence on prospective portfolio companies, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; (c) costs and expenses related to the formation and maintenance of entities or special purpose vehicles to hold assets for tax, financing or other purposes; (d) expenses related to consummated and unconsummated portfolio investments; (e) debt servicing (including interest, fees and expenses related to the cost Company’s indebtedness) and other costs arising out of borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arrangements thereof; (f) costs of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent the Base Management Fee and custodial feesany Incentive Fee (each as defined below); (h) fees dividends and expenses associated with marketing efforts (including attendance at investment conferences and similar events)other distributions on the Company’s common stock; (i) allocable out-of-pocket administration fees payable to CCAP Administration, LLC or any successor thereto (the “Administrator”) under the Administration Agreement dated as of June 2, 2015 or any successor agreement (the “Administration Agreement”); (j) fees and expenses incurred in connection with the services of transfer agents, dividend agents, trustees, rating agencies and custodians; (k) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) all other direct expenses incurred by either the Company’s Advisor, the Administrator, the sub-administrator or the Company in connection with administering the Company’s its business, including payments under made to third-party providers of goods or services and payments to the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) Administrator that will be based upon the Company’s allocable portion of overhead overhead; (m) amounts payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating, making and disposing of investments (excluding payments to third-party vendors for financial information services and costs associated with meeting potential sponsors); (n) fees and expenses associated with marketing efforts associated with the offer and sale of the Company’s securities (including attendance at investment conferences and similar events); (o) brokerage fees and commissions; (p) federal, state and local registration fees; (q) all costs of registration and listing the Company’s securities on any securities exchange; (r) federal, state and local taxes; (s) independent director fees and expenses; (t) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state securities laws, including compliance with the Xxxxxxxx-Xxxxx Act; (u) the costs of any reports, proxy statements or other notices to the Company’s stockholders, including printing costs; (v) costs of holding Board of Directors meetings and stockholder meetings; (w) the Company’s fidelity bond; (x) directors and officers/errors and omissions liability insurance, and any other insurance premiums; (y) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute, and indemnification and other non-recurring or extraordinary expenses; (z) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, audit and legal costs; (aa) dues, fees and charges of any trade association of which the Company is a member; (bb) costs of hedging, including the use of derivatives by the Company; (cc) costs associated with investor relations efforts; and (dd) all other expenses reasonably incurred by the Company’s , the Administrator or the sub-administrator in performing its obligations connection with administering the Company’s business, such as the allocable portion of overhead under the Administration Agreement; , including rent and (u) the compensation Company’s allocable portion of the costs and expenses of the Company’s chief financial officer and chief compliance officer, chief financial officer, general counsel, secretary and their respective staffsstaffs (but not including, for the avoidance of doubt, costs and expenses attributable to the Advisor’s investment professionals acting in such capacity to provide investment advisory and management services hereunder).

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the AdviserAdviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (a) offering expenses; (b) diligence such as independent valuation firms, accountants and legal counsel), in monitoring of the Company’s financial, regulatory financial and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating in monitoring the Company’s net asset valueinvestments and performing due diligence on its real estate or prospective portfolio companies; (d) interest payable on debt, if any, incurred to finance the cost of effecting sales and repurchases of shares Company’s investments; offerings of the Company’s common or preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under the existing administration agreement between the Company and Gladstone Administration, LLC (e) management and incentive fees payable pursuant to this the “Administrator”), dated January 1,2007 (the “Administration Agreement”); (f) fees payable to third parties parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments and valuing investments (including third-party valuation firms)investments; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) all costs of registration and listing the Company’s shares on any exchange listing feessecurities exchange; (m) federal, state and local taxes; (n) independent directorsDirectors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with printing costs; the SEC; (r) Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Company or the Company Administrator in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, Administration Agreement between the “Administration Agreement”) that will be Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent and (u) the compensation allocable portion of the cost of certain of the Company’s personnel, including, but not limited to, its chief compliance officer, treasurer, chief financial officer and officer, general counsel, secretary, chief compliance valuation officer, and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel Except as otherwise provided herein or in that certain Administration Agreement, dated as of [ ], 2021, as may be amended from time to time (the “Administration Agreement”) by and between the Company and the Adviser (the Adviser, when and to in its capacity as the extent engaged in providing investment advisory services hereunderadministrator, and the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and routine employees and all overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and not by the Companyutilities). The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring ): the cost of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company its organization and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts)offerings; (c) the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; (d) the cost of effecting any sales and repurchases of shares of the Company’s its common stock and other securities; (e) management fees and incentive fees expenses payable pursuant to this Agreementunder any underwriting agreements, if any; (f) fees debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expenses, incurred by the Adviser, or members of the investment team, or payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms)parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; (g) costs, including legal fees, associated with compliance under cannabis laws; transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any stock exchange listing feesfees and fees payable to rating agencies; (m) federal, state and local taxes; (n) independent directors’ fees and expenses, including travel expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (r) including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; (s) direct costs and expenses of administration, including printing, mailingmailing and staff; fees and expenses associated with independent audits, independent accountants and outside legal and consulting costs; (t) all other direct expenses costs of winding up; costs incurred by either in connection with the formation or maintenance of entities or vehicles to hold the Company’s administrator assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company in connection with administering shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s businessChief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, including payments under on an estimated basis, to the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation business affairs of the Company’s chief financial officer and chief compliance officer, and their respective staffs).

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the AdviserAdviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) those relating to: organization and offering (in an amount up to the greater of either $500,000 or 0.5% of Capital Commitments (as defined in Section 3(a) below), provided that, the amount of initial organizational and offering expenses in excess of the greater of $500,000 or 0.5% of Capital Commitments, as applicable, shall be paid by the Adviser); the Company’s pro-rata portion of fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accountsa Spin-Off transaction (defined below in Section 3(b)(i)(C)); (c) the cost of calculating the Company’s net asset value; value (d) including the cost and expenses of effecting any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisers, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s investments; sales and repurchases of shares purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the administration agreement between the Company and the Company’s administrator, GSV Credit Service Company, LLC (ethe “Administrator”), dated as of [April __ ], 2016 (the “Administration Agreement”) management and incentive fees payable pursuant (as the same shall be amended from time to this Agreementtime); (f) fees payable to third parties parties, including agents, consultants or other advisers, relating to, or associated with, evaluating and making investments and valuing investments (including third-party valuation firms)investments; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) all costs of registration and listing the Company’s securities on any exchange listing feessecurities exchange; (m) federal, state and local taxes; (n) independent directors’ fees and expensesexpenses of directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party (the “Independent Directors”); (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by the Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority or other regulators; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with printing costs; the SEC; (r) Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Company or the Company Administrator in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to timeAdministration Agreement between the Company and the Administrator, the “Administration Agreement”) that will be based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent and (u) the compensation allocable portion of the cost of the Company’s chief financial compliance officer and chief compliance officer, financial officer and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence the investigation and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts)'s investments; (c) the cost of calculating the Company’s 's net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s 's common stock and other securities; (e) management and incentive fees payable pursuant to this Agreementthe investment advisory agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) interest payments and other costs related to borrowings; transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ ' fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ ' reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) and printing, mailing, independent accountants and outside legal costs; (t) costs and all other direct expenses incurred by either the Company’s administrator FSC, Inc. or the Company in connection with administering the Company’s 's business, including payments under the Company’s administration agreement with its administrator dated as of June 27, 2013 (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s 's allocable portion of overhead and other expenses incurred by the Company’s administrator 's administrator, FSC, Inc., in performing its obligations under the Administration Agreement; Agreement and (u) the compensation of the Company’s 's chief financial officer and chief compliance officer, and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations organization, operations, administration and transactions, including (without limitation) fees and expenses relating to: (a) all costs, fees, expenses and liabilities incurred in connection with the formation and organization of the Company and the offering and sale of the Company’s Common Shares, including expenses of registering or qualifying securities held by the Company for sale and blue sky filing fees, costs associated with technology integration between the Company’s systems and those of participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Company’s escrow agent and transfer agent, fees to attend retail seminars sponsored by participating intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs affairs, and, if necessary, enforcing rights in respect of investments (to the extent an investment opportunity is being considered for the Company and any other funds or accounts managed by the Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other funds and accounts pro rata based on the anticipated allocation of such investments investment opportunity between the Company and the other funds and accounts); (c) the cost of calculating the Company’s net asset valuevalue (including the cost of any third-party valuation firms); (d) the cost of effecting sales and repurchases of shares of the Company’s common stock Common Shares and other securities; (e) management Management and incentive fees Incentive Fees (each as defined below) payable pursuant to this Agreement; (f) fees and expenses payable under any distribution manager and selected intermediary agreements, if any; (g) costs and expenses of any sub-administration agreements entered into by the Administrator (as defined below); (h) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (gi) retainer, finder’s, placement, adviser, consultant, custodian, sub-custodian, depository (including a depository appointed pursuant to the AIFM Directive (as defined below) or pursuant to any national private placement regime in any jurisdiction, a Swiss representative and paying agent appointed pursuant to the Swiss representative and paying agent appointed pursuant to the Swiss Collective Investment Schemes Act (as amended) and the implementation thereof), transfer agent agent, trustee, disbursal, brokerage, registration, legal and custodial other similar fees, commissions and expenses attributable to making or holding investments; (hj) the reporting, filing and other compliance requirements (including expenses associated with the initial registrations, filings and compliance) contemplated by the AIFM Directive or any national private placement regime in any jurisdiction (including any reporting required in connection with Annex IV of the AIFM Directive); (k) fees and expenses associated with marketing efforts (including travel and attendance at investment conferences and similar events); (il) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (jm) fees, interest or and other costs payable on or in connection with any indebtedness; (kn) federal and state registration feesfees and other governmental charges; (lo) any exchange listing fees; (mp) federal, state and local taxes; (np) independent directors’ trustee’s fees and expenses; (oq) brokerage commissions; (pr) costs of proxy statements, stockholdersshareholders’ reports and noticesnotices and any other regulatory reporting expenses; (qs) costs of preparing government filings, including periodic and current reports with the SEC; (rt) fidelity bond, liability insurance and other insurance premiums; (su) printing, mailing, independent accountants and outside legal costs; (tv) costs of winding up and liquidation; (w) litigation, indemnification and other extraordinary or non-recurring expenses; (x) dues, fees and charges of any trade association of which the Company is a member; (y) research and software expenses, quotation equipment and services and other expenses incurred in connection with data services, including subscription costs, providing real-time price feeds, real-time news feeds, securities and company information, and company fundamental data attributable to such investments; (z) costs and expenses relating to investor reporting and communications; (aa) costs of preparing financial statements and maintaining books and records, costs of Xxxxxxxx-Xxxxx Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, the Commodity Futures Trading Commission and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (bb) all other direct out-of-pocket expenses, fees and liabilities that are incurred by the Company or by the Adviser on behalf of the Company or that arise out of the operation and activities of the Company, including expenses related to organizing and maintaining persons through or in which investments may be made and the allocable portion of any Adviser costs, including personnel, incurred in connection therewith; (cc) accounting expenses, including expenses associated with the preparation of the financial statements and tax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Company; (cc) the allocable portion of the compensation of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs; and (dd) all other expenses incurred by either Oaktree Fund Administration, LLC, as administrator (the “Administrator”), pursuant to the Administration Agreement, dated as of [•] (the “Administration Agreement”), between the Administrator and the Company’s administrator , an affiliate of the Administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as Administration Agreement to the Administrator or such affiliate in effect from time an amount equal to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator Administrator or such affiliate in performing its obligations and services under the Administration Agreement; , such as rent and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator or such affiliate for the Company. For the avoidance of doubt, the Company will bear its allocable portion of the costs of the compensation, benefits, and related administrative expenses (uincluding travel expenses) the compensation of the Company’s chief financial officer officers who provide operational and chief compliance officeradministrative services pursuant to the Administration Agreement, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Administrator or an affiliate) who assist with the preparation, coordination, and their respective staffsadministration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company). From time to time, the Adviser or its affiliates may pay third-party providers of goods or services. The Company will reimburse the Adviser or such affiliates thereof for any such amounts paid on the Company’s behalf.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of (a) Except as otherwise provided herein or in the AdviserAdministration Agreement, when and to the extent engaged in providing investment advisory services hereunder, and Adviser shall be solely responsible for the compensation of its investment professionals and routine employees and all overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and not by the Companyutilities). The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and expenses those relating to: organizational expenses (a) offering expenses; (b) diligence up to an aggregate of $1,500,000, it being understood and monitoring agreed that the Adviser shall bear all organizational expenses of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation in excess of such investments opportunity between the Company and the other accountsamount); (c) the cost of calculating the Company’s net asset value; value (d) including the cost and expenses of effecting any independent valuation firm); expenses, including travel expense, incurred by the Adviser or payable to third parties performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; sales and repurchases of shares purchases of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant paid to the Adviser under this Agreement; distributions on the Company’s shares; administration fees, if any, payable under the Administration Agreement between the Company and TSL Advisers, LLC (f) fees the “Administrator”); debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms)or holding investments; (g) transfer agent and custodial fees; (h) fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events)other compensation payable to brokers or dealers; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ director fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by the Securities and Exchange Commission and other reporting and compliance costs; the costs of any reports, proxy statements or other notices to the Company’s stockholders, including periodic printing and current reports with mailing costs, and the SECcosts of any stockholders’ meetings, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (r) the Company’s fidelity bond; directors and officers/errors and omissions liability insurance, liability insurance and any other insurance premiums; (s) printingindemnification payments; direct costs and expenses of administration, mailing, independent accountants including audit and outside legal costs; (t) and all other direct expenses reasonably incurred by either the Company’s administrator or the Company in connection with making investments and administering the Company’s business. Notwithstanding anything to the contrary contained herein, including payments under the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s administration agreement with its administrator Chief Compliance Officer and Chief Financial Officer (as in effect from based on a percentage of time such individuals devote, on an estimated basis, to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion business affairs of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation of the Company’s chief financial officer and chief compliance officer, and their respective staffs.the

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the AdviserAdviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and expenses those relating to: (a) offering expensesorganization and offering; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; value (d) including the cost and expenses of effecting any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s investments; sales and repurchases of shares purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and Solar Capital Management, LLC (e) management and incentive fees payable pursuant to this Agreementthe “Administrator”), the Company’s administrator; (f) fees payable to third parties parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments and valuing investments (including third-party valuation firms)investments; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) all costs of registration and listing the Company’s shares on any exchange listing feessecurities exchange; (m) federal, state and local taxes; (n) independent directorsDirectors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with printing costs; the SEC; (r) Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Company or the Company Administrator in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, Administration Agreement between the “Administration Agreement”) that will be Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent and (u) the compensation allocable portion of the cost of the Company’s chief financial compliance officer and chief compliance officer, financial officer and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations and transactions, including (without limitationlimitation except as noted) those relating to: the cost of its organization and any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses relating to: payable under any dealer manager or placement agent agreements, if any; administration fees payable under the administration agreement (athe “Administration Agreement”) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and BC Partners Management LLC (the “Administrator”) and any sub-administration agreements, including related expenses; debt service and other accounts)costs of borrowings or other financing arrangements; (c) costs of hedging; expenses, including travel expense, incurred by the cost Adviser, or members of calculating the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s net asset valuerights; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) , any stock exchange listing feesfees and fees payable to rating agencies; (m) federal, state and local taxes; (n) independent directors’ fees and expenses including certain travel expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (r) including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent accountants and audits, outside legal and consulting costs; (t) all other direct expenses costs of winding up; costs incurred by either the Company’s administrator Administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) Agreement for administrative services that will be based upon equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator Administrator in performing its obligations under the Administration Agreement, including, the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company may reimburse the Adviser (uor its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the AdviserInvestment Adviser and its staff, when and to the extent engaged in providing investment advisory services hereunderrequired to be provided by the Investment Adviser under Section 1(a), and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Investment Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses those relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts)organization; (c) the cost of calculating the Company’s net asset value; value (d) including the cost and expenses of effecting sales any independent valuation firm); expenses incurred by the Investment Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and repurchases of shares legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock shares and other securities; (e) investment advisory and management and incentive fees payable pursuant to this Agreementfees; (f) fees payable to third parties parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments and valuing investments (including third-party valuation firms)investments; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) all costs of registration and listing the Company’s common shares on any exchange listing feessecurities exchange; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by governmental bodies (including the Securities and Exchange Commission (the “SEC”)); costs of any reports, proxy statements or other notices to common shareholders including periodic and current reports with printing costs; the SEC; (r) Company’s fidelity bond, directors and officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors and outside legal costs; (t) and administration fees and all other direct expenses incurred by either the Company’s administrator or the Company or, if applicable, the Administrator in connection with administering the Company’s business, business (including payments under the Company’s administration agreement with its administrator to be entered into by the Company and the Investment Adviser (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent and (u) the compensation allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, officers and their respective staffsstaffs (including travel expenses)).

Company’s Responsibilities and Expenses Payable by the Company. All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses relating to: (a) organizational and offering expenses; (b) diligence the investigation and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts)investments; (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreementthe investment advisory agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) and printing, mailing, independent accountants and outside legal costs; (t) costs and all other direct expenses incurred by either the Company’s administrator FSC, Inc. or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator dated as of May 2, 2011 (as in effect from time to time, the “Administration Adminstration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator administrator, FSC, Inc., in performing its obligations under the Administration Agreement; Agreement and (u) the compensation of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of (a) Except as otherwise provided herein or in the AdviserAdministration Agreement, when and to the extent engaged in providing investment advisory services hereunder, and Adviser shall be solely responsible for the compensation of its investment professionals and routine employees and all overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and not by the Companyutilities). The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and expenses those relating to: organizational expenses (a) offering expenses; (b) diligence up to an aggregate of $1,500,000, it being understood and monitoring agreed that the Adviser shall bear all organizational expenses of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation in excess of such investments opportunity between the Company and the other accountsamount); (c) the cost of calculating the Company’s net asset value; value (d) including the cost and expenses of effecting any independent valuation firm); expenses, including travel expense, incurred by the Adviser or payable to third parties performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; sales and repurchases of shares purchases of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant paid to the Adviser under this Agreement; distributions on the Company’s shares; administration fees, if any, payable under the Administration Agreement between the Company and TSL Advisers, LLC (f) fees the “Administrator”); debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms)or holding investments; (g) transfer agent and custodial fees; (h) fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events)other compensation payable to brokers or dealers; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ director fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by the Securities and Exchange Commission and other reporting and compliance costs; the costs of any reports, proxy statements or other notices to the Company’s stockholders, including periodic printing and current reports with mailing costs, and the SECcosts of any stockholders’ meetings, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (r) the Company’s fidelity bond; directors and officers/errors and omissions liability insurance, liability insurance and any other insurance premiums; (s) printingindemnification payments; direct costs and expenses of administration, mailing, independent accountants including audit and outside legal costs; (t) and all other direct expenses reasonably incurred by either the Company’s administrator or the Company in connection with making investments and administering the Company’s business. Notwithstanding anything to the contrary contained herein, including payments under the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s administration agreement with its administrator Chief Compliance Officer and Chief Financial Officer (as in effect from based on a percentage of time such individuals devote, on an estimated basis, to timethe business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “Administration Agreement”) that will be based upon finder’s” fees payable to placement agents engaged by the Company’s allocable portion Company or its affiliates in connection with the offering of overhead and other expenses incurred securities by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. (a) All personnel investment professionals of the AdviserAdviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and expenses those relating to: (a) offering expensesorganization and offering; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; value (d) including the cost and expenses of effecting any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s investments; sales and repurchases of shares purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and Solar Capital Management, LLC (e) management and incentive fees payable pursuant to this Agreementthe “Administrator”), the Company’s administrator; (f) fees payable to third parties parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments and valuing investments (including third-party valuation firms)investments; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) all costs of registration and listing the Company’s shares on any exchange listing feessecurities exchange; (m) federal, state and local taxes; (n) independent directorsDirectors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with printing costs; the SEC; (r) Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Company or the Company Administrator in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, Administration Agreement between the “Administration Agreement”) that will be Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent and (u) the compensation allocable portion of the cost of the Company’s chief financial compliance officer and chief compliance officer, financial officer and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the AdviserAdviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) those relating to: organization and offering (in an amount of up to $1,000,000); provided that the amount of initial organizational and offering expenses in excess of $1,000,000 shall be paid by the Adviser); the Company’s pro-rata portion of fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accountsa Spin-Off transaction (as defined below); (c) the cost of calculating the Company’s net asset value; value (d) including the cost and expenses of effecting any independent valuation firm); fees and expenses payable to third parties, including agents, consultants or other advisers, in connection with monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on the Company’s prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; interest payable on debt, if any, incurred to finance the Company’s investments; sales and repurchases purchases of shares of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the administration agreement between the Company and the Company’s administrator, GSV Credit Service Company, LLC (ethe “Administrator”), dated as of December 15, 2016 (the “Administration Agreement”) management and incentive fees payable pursuant (as the same shall be amended from time to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firmstime); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) all costs of registration and listing the Company’s securities on any exchange listing feessecurities exchange; (m) U.S. federal, state and local taxes; (n) independent directors’ fees and expensesexpenses of directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party or an affiliate thereof (the “Independent Directors”); (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by the Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority or other regulators; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with printing costs; the SEC; (r) Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator , the Adviser or the Company Administrator in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to timeAdministration Agreement between the Company and the Administrator, the “Administration Agreement”) that will be based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent and (u) the compensation allocable portion of the cost of the Company’s chief financial compliance officer and chief compliance officer, financial officer and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated November 24, 2021, between the Company and the Adviser (the Adviser, when and to in its capacity as the extent engaged in providing investment advisory services hereunderadministrator, and the “Administrator”), the Adviser shall be solely responsible for (a) the compensation of its officers including their salaries and routine overhead benefits, except as otherwise specified; (b) fees and expenses for internal administrative, bookkeeping, clerical and related services rendered in support of such personnel allocable to such the activities for which compensation is paid under (a) above; and (c) expenses associated with office space and facilities, utilities and telephone services, shall be provided news, quotation and paid for by similar information and pricing services, computer equipment, travel expenses and support of the Adviser and not by the Companyincurred in connection with Company operations. The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation): (i) fees and costs incurred in organizing the Company; (ii) fees and costs associated with calculating net asset value (including the cost and expenses of any independent valuation firm); (iii) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or the portfolio managers and other members of the investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Company’s rights; (iv) fees and expenses relating to: incurred by the Adviser (aand their affiliates) offering expenses; or the Administrator (bor its affiliates) diligence and payable to third parties, including agents, consultants or other advisers, in monitoring of the Company’s financial, regulatory financial and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the in conducting research and due diligence for such on prospective investments and equity sponsors, analyzing investment will be shared opportunities, structuring the Company’s investments and monitoring investments and portfolio companies on an ongoing basis; (v) any and all fees, costs and expenses incurred in connection with such other accounts pro rata based the incurrence of leverage and indebtedness of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the anticipated allocation Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of such investments opportunity between credit, loan commitments, and letters of credit for the account of the Company and the other accountsin making, carrying, funding and/or otherwise resolving investment guarantees); (cvi) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales fees and costs associated with offerings, sales, and repurchases of shares of the Company’s common stock and other securities; (evii) management fees and incentive expenses payable under any underwriting, dealer manager or placement agent agreements, if any; (viii) investment advisory fees payable pursuant to under this Agreement; (fix) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ administration fees and expenses; , if any, payable under the Administration Agreement (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) all other direct expenses incurred by either the Company’s administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to timeAdministration Agreement between the Company and the Administrator, the “Administration Agreement”) that will be based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent and (u) the compensation allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, and their respective staffs); (x) costs incurred in connection with investor relations, board of directors relations, and preparing for and effectuating the listing of the Company’s common stock on any securities exchange; (xi) any applicable administrative agent fees or loan arranging fees incurred with respect to the Adviser’s portfolio investments, the Administrator or an affiliate thereof; (xii) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Company (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (xiii) transfer agent, dividend agent and custodial fees and expenses; (xiv) federal and state registration fees; (xv) all costs of registration and listing shares of the Company’s common stock on any securities exchange; (xvi) federal, state and local taxes; (xvii) independent directors’ fees and expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent directors; (xviii) costs of preparing and filing reports or other documents required by the SEC or other regulators, and all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Company’s activities and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Company and its activities; (xix) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (xx) fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs; (xxii) proxy voting expenses; (xxiii) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Company, including in connection with any dividend reinvestment plan or direct stock purchase plan; (xxiv) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; (xxv) the allocated costs incurred by the Adviser and/or the Administrator in providing managerial assistance to those portfolio companies that request it; (xxvi) allocable fees and expenses associated with marketing efforts on behalf of the Company; (xxvii) all fees, costs and expenses of any litigation involving the Company or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to Company’s affairs; (xxviii) fees, costs and expenses of winding up and liquidating the Company’s assets; and (xxix) all other expenses incurred by the Company, the Adviser or the Administrator in connection with administering the Company’s business. For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. If any of the above expenses or other expenses are incurred jointly for the account of the Company and any other investment funds or accounts sponsored or managed by the Adviser or its affiliates, such expenses will be allocated among the Company and such other funds or accounts in proportion to the size of the investment made by each fund or account in the activity or entity to which such expense relates, or in such other manner as the Adviser considers fair and equitable. To the extent that expenses to be borne by the Company are paid by the Adviser or an affiliate thereof, the Company will reimburse the Adviser or such affiliate for such expenses. Each subsidiary of the Company, if any, that makes investments will bear all of its own organizational and operating fees, costs, expenses and liabilities and, as a result, the Company will indirectly bear these fees, costs, expenses and liabilities.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations organization, operations, administration and transactions, including (without limitation) fees and expenses relating to: (a) all costs, fees, expenses and liabilities incurred in connection with the formation and organization of the Company and the offering and sale of the Company’s Common Shares, including expenses of registering or qualifying securities held by the Company for sale and blue sky filing fees, costs associated with technology integration between the Company’s systems and those of participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Company’s escrow agent and transfer agent, fees to attend retail seminars sponsored by participating intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs affairs, and, if necessary, enforcing rights in respect of investments (to the extent an investment opportunity is being considered for the Company and any other funds or accounts managed by the Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other funds and accounts pro rata based on the anticipated allocation of such investments investment opportunity between the Company and the other funds and accounts); (c) the cost of calculating the Company’s net asset valuevalue (including the cost of any third-party valuation firms); (d) the cost of effecting sales and repurchases of shares of the Company’s common stock Common Shares and other securities; (e) management Management and incentive fees Incentive Fees (each as defined below) payable pursuant to this Agreement; (f) fees and expenses payable under any distribution manager and selected intermediary agreements, if any; (g) costs and expenses of any sub-administration agreements entered into by the Administrator (as defined below); (h) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (gi) retainer, finder’s, placement, adviser, consultant, custodian, sub-custodian, depository (including a depository appointed pursuant to the AIFM Directive (as defined below) or pursuant to any national private placement regime in any jurisdiction, a Swiss representative and paying agent appointed pursuant to the Swiss representative and paying agent appointed pursuant to the Swiss Collective Investment Schemes Act (as amended) and the implementation thereof), transfer agent agent, trustee, disbursal, brokerage, registration, legal and custodial other similar fees, commissions and expenses attributable to making or holding investments; (hj) the reporting, filing and other compliance requirements (including expenses associated with the initial registrations, filings and compliance) contemplated by the AIFM Directive or any national private placement regime in any jurisdiction (including any reporting required in connection with Annex IV of the AIFM Directive); (k) fees and expenses associated with marketing efforts (including travel and attendance at investment conferences and similar events); (il) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (jm) fees, interest or and other costs payable on or in connection with any indebtedness; (kn) federal and state registration feesfees and other governmental charges; (lo) any exchange listing fees; (mp) federal, state and local taxes; (np) independent directors’ trustee’s fees and expenses; (oq) brokerage commissions; (pr) costs of proxy statements, stockholdersshareholders’ reports and noticesnotices and any other regulatory reporting expenses; (qs) costs of preparing government filings, including periodic and current reports with the SEC; (rt) fidelity bond, liability insurance and other insurance premiums; (su) printing, mailing, independent accountants and outside legal costs; (tv) costs of winding up and liquidation; (w) litigation, indemnification and other extraordinary or non-recurring expenses; (x) dues, fees and charges of any trade association of which the Company is a member; (y) research and software expenses, quotation equipment and services and other expenses incurred in connection with data services, including subscription costs, providing real-time price feeds, real-time news feeds, securities and company information, and company fundamental data attributable to such investments; (z) costs and expenses relating to investor reporting and communications; (aa) costs of preparing financial statements and maintaining books and records, costs of Xxxxxxxx-Xxxxx Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, the Commodity Futures Trading Commission and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (bb) all other direct out-of-pocket expenses, fees and liabilities that are incurred by the Company or by the Adviser on behalf of the Company or that arise out of the operation and activities of the Company, including expenses related to organizing and maintaining persons through or in which investments may be made and the allocable portion of any Adviser costs, including personnel, incurred in connection therewith; (cc) accounting expenses, including expenses associated with the preparation of the financial statements and tax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Company; (cc) the allocable portion of the compensation of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs; and (dd) all other expenses incurred by either Oaktree Fund Administration, LLC, as administrator (the “Administrator”), pursuant to the Administration Agreement, dated as of February 3, 2022 (the “Administration Agreement”), between the Administrator and the Company’s administrator , an affiliate of the Administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as Administration Agreement to the Administrator or such affiliate in effect from time an amount equal to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator Administrator or such affiliate in performing its obligations and services under the Administration Agreement; , such as rent and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator or such affiliate for the Company. For the avoidance of doubt, the Company will bear its allocable portion of the costs of the compensation, benefits, and related administrative expenses (uincluding travel expenses) the compensation of the Company’s chief financial officer officers who provide operational and chief compliance officeradministrative services pursuant to the Administration Agreement, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Administrator or an affiliate) who assist with the preparation, coordination, and their respective staffsadministration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company). From time to time, the Adviser or its affiliates may pay third-party providers of goods or services. The Company will reimburse the Adviser or such affiliates thereof for any such amounts paid on the Company’s behalf.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of (a) Except as provided in Section 3, the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations and investment activities, operations, administration, transactions, including (meetings or liquidation, including, without limitation) fees and expenses , those relating to: (a) offering expenses; (b) all direct and indirect costs and expenses incurred by the Advisor for office space rental, office equipment, utilities and other non-compensation related overhead allocable to performance of investment advisory services under this Agreement by the Advisor, including the costs and expenses of due diligence and of potential investments, monitoring performance of the Company’s financialinvestments, regulatory serving as trustees and officers of portfolio companies, providing managerial assistance to portfolio companies, enforcing the Company’s rights in respect of its investments and disposing of investments; organizational and offering expenses; expenses incurred in valuing the Company’s assets and computing its net asset value per share (including the cost and expenses of any independent valuation firm); expenses incurred by the Administrator or payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating in monitoring the Company’s net asset value; (d) the cost of effecting sales investments and repurchases of shares of performing due diligence on the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating prospective portfolio companies or otherwise related to, or associated with, evaluating and making investments; interest payable on debt, if any, incurred to finance the Company’s investments and valuing investments other fees and expenses related to the Company’s borrowings; expenses related to unsuccessful portfolio acquisition efforts; offerings of the Company’s common shares of beneficial interest (“Common Shares”) and other securities (including underwriting, placement agent and similar fees and commissions); Base Management Fees and Incentive Fees; third-party valuation firms)investor hosting and similar platforms and service providers; (g) administration fees; transfer agent and custodial fees; (h) custody fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)expenses; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) all costs of registration and listing the Company’s Common Shares on any exchange listing feessecurities exchange; (m) federal, state and local taxes; (n) independent directors’ fees and expensesexpenses of trustees who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by the SEC or other regulators; costs of any reports, proxy statements or other notices to shareholders, including periodic and current reports printing costs; the costs associated with individual or group shareholders; the SEC; (r) Company’s allocable portion of the fidelity bond, trustees and officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors, third-party investor hosting and similar platforms and service providers, and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Company or the Company Advisor in connection with administering the Company’s business, including payments under such as the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent, and (u) the compensation allocable portion of the cost of the Company’s chief financial officer Chief Financial Officer and chief compliance officer, Chief Compliance Officer and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations organization, operations, administration and transactions, including (without limitation) fees and expenses relating to: (a) all costs, fees, expenses and liabilities incurred in connection with the formation and organization of the Company and the offering expensesand sale of the common stock, including expenses of registering or qualifying securities held by the Company for sale and blue sky filing fees; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs affairs, and, if necessary, enforcing rights in respect of investments (to the extent an investment opportunity is being considered for the Company and any other funds or accounts managed by the Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other funds and accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other funds and accounts); (c) the cost of calculating the Company’s net asset valueNet Asset Value (including third-party valuation firms); (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management Management and incentive fees Incentive Fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) retainer, finder’s, placement, adviser, consultant, custodian, sub-custodian, transfer agent agent, trustee, disbursal, brokerage, registration, legal and custodial other similar fees, commissions and expenses attributable to making or holding investments; (h) fees and expenses associated with marketing efforts (including travel and attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or and other costs payable on or in connection with any indebtedness; (k) federal and state registration feesfees and other governmental charges; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and noticesnotices and any other regulatory reporting expenses; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) costs of winding up and liquidation; (u) litigation, indemnification and other extraordinary or non-recurring expenses; (v) dues, fees and charges of any trade association of which the Company is a member; (w) research and software expenses, quotation equipment and services and other expenses incurred in connection with data services, including subscription costs, providing real-time price feeds, real-time news feeds, securities and company information, and company fundamental data attributable to such investments; (x) costs and expenses relating to investor reporting and communications; (y) all costs, expenses, fees and liabilities incurred in connection with a Liquidity Event (as defined below); (z) all other direct out-of-pocket expenses, fees and liabilities that are incurred by the Company or by the Adviser on behalf of the Company or that arise out of the operation and activities of the Company, including expenses related to organizing and maintaining persons through or in which investments may be made and the allocable portion of any Adviser costs, including personnel, incurred in connection therewith; (aa) accounting expenses, including expenses associated with the preparation of the financial statements and tax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Company; (bb) the allocable portion of the compensation of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs; and (cc) all other expenses incurred by either Oaktree Fund Administration, LLC, as administrator (the “Administrator”), pursuant to the Administration Agreement, dated as of [ ] [ ], 2019 (the “Administration Agreement”), between the Administrator and the Company’s administrator , an affiliate of the Administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as Administration Agreement to the Administrator or such affiliate in effect from time an amount equal to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator Administrator or such affiliate in performing its obligations and services under the Administration Agreement; , such as rent and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator or such affiliate for the Company. For the avoidance of doubt, the Company will bear its allocable portion of the costs of the compensation, benefits, and related administrative expenses (uincluding travel expenses) the compensation of the Company’s chief financial officer officers who provide operational and chief compliance officeradministrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Administrator or an affiliate) who assist with the preparation, coordination, and their respective staffsadministration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company). Additionally, the Company bears all of the costs and expenses of any sub-administration agreements that the Administrator enters into.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated June 4, 2020, between the Company and the Adviser (the Adviser, when and to in its capacity as the extent engaged in providing investment advisory services hereunderadministrator, and the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and routine employees and all overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and not by the Companyutilities). The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring ): the cost of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company its organization and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts)offerings; (c) the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; (d) the cost of effecting any sales and repurchases of shares of the Company’s common stock Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team (e) management and incentive fees payable pursuant to this Agreement; (f) fees defined below), or payable to third parties relating toparties, or associated withperforming due diligence on prospective portfolio companies and, making investments and valuing investments (including third-party valuation firms)if necessary, enforcing the Company’s rights; (g) escrow agent, transfer agent and custodial feesfees and expenses; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) , any stock exchange listing feesfees and fees payable to rating agencies; (m) federal, state and local taxes; (n) independent directors’ fees and expenses including certain travel expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration fees, listing fees and current reports with licenses, and the SECcompensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (r) including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent accountants and audits, outside legal and consulting costs; (t) all other direct expenses costs of winding up; costs incurred by either in connection with the formation or maintenance of entities or vehicles to hold the Company’s administrator assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with will bear its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead the costs of the compensation, benefits and other related administrative expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (uincluding travel expenses) the compensation of the Company’s chief financial officer officers who provide operational and chief compliance officeradministrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and their respective staffsadministration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations and transactions, including (without limitationlimitation except as noted) fees and expenses those relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory initial organization costs and legal affairs (offering costs incurred prior to the extent an investment opportunity is being considered for filing of its election to be treated as a BDC (the Company and any other accounts managed amount in excess of $750,000 to be paid by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares costs associated with any offerings of the Company’s common stock and other securities; calculating individual asset values and the Company’s net asset value (e) including the cost and expenses of any independent valuation firms); expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; the base management and incentive fees fee payable pursuant to under this Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under the administration agreement (fthe “Administration Agreement”) fees between the Company and Carlyle GMS Finance Administration, L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making investments or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and valuing investments (including third-party valuation firms)expenses and quotation equipment and services used in making or holding investments; (g) transfer agent and custodial fees; (h) fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events)other compensation payable to brokers or dealers; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) U.S. federal, state and local taxes, including any excise taxes; (n) independent directors’ director fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the Securities and Exchange Commission (the “SEC”) (or other regulatory bodies), and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation 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 stockholders (r) including printing and mailing costs), the costs of any stockholders’ 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 for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to the filing of the Company’s election to be treated as a BDC; the Company’s fidelity bond; directors and officers/errors and omissions liability insurance, liability insurance and any other insurance premiums; (s) printingindemnification payments; direct fees and expenses associated with independent audits, mailingagency, independent accountants consulting and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Administrator or the Company in connection with administering the Company’s its business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) Agreement for administrative services that will be based upon equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator Administrator in performing its obligations under the Administration Agreement; , including, compensation paid to or compensatory distributions received by its officers (including its Chief Financial Officer and (uChief Compliance Officer) and any of their respective staff who provide services to the compensation of Company, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s chief financial officer and chief compliance officer, and their respective staffsXxxxxxxx-Xxxxx internal control assessment.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (the Adviser, when and to in its capacity as the extent engaged in providing investment advisory services hereunderadministrator, and the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and routine employees and all overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and not by the Companyutilities). The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring ): the cost of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company its organization and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts)offerings; (c) the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; (d) the cost of effecting any sales and repurchases of shares of the Company’s common stock Common Stock and other securities; (e) management fees and incentive fees expenses payable pursuant to this Agreementunder any dealer manager agreements, if any; (f) fees debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties relating toparties, or associated withperforming due diligence on prospective portfolio companies and, making investments and valuing investments (including third-party valuation firms)if necessary, enforcing the Company’s rights; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) , any stock exchange listing feesfees and fees payable to rating agencies; (m) federal, state and local taxes; (n) independent directors’ fees and expenses including certain travel expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (r) including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent accountants and audits, outside legal and consulting costs; (t) all other direct expenses costs of winding up; costs incurred by either in connection with the formation or maintenance of entities or vehicles to hold the Company’s administrator assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion offering of overhead and other expenses incurred securities by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) . In addition to the compensation of paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company’s chief financial officer and chief compliance officer, and their respective staffs” shall apply.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the AdviserAdviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (including, without limitation) fees and expenses , those relating to: (a) offering expensesorganization and offering; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset valuevalue (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred to finance the cost of effecting sales Company’s investments and repurchases of shares expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the Company’s common stock and other securities; (ef) investment advisory and management and incentive fees; (g) administration fees payable pursuant to this under the administration agreement (the “Administration Agreement”) between the Company and Crescent Capital Administration, LLC (the “Administrator”), the Company’s administrator; (fh) fees payable to third parties parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments and valuing investments (investments, including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses costs associated with marketing efforts (including attendance at investment conferences and similar events)meeting potential financial sponsors; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request ittransfer agent, dividend agent and custodial fees and expenses; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (lk) all costs of registration and listing the Company’s securities on any exchange listing feessecurities exchange; (ml) federal, state and local taxes; (nm) independent directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission or other regulators; (o) brokerage commissionscosts of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or groups of proxy statements, stockholders’ reports and notices; (q) costs the Company’s allocable portion of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, directors and officers/errors and omissions liability insurance insurance, and any other insurance premiums; (sr) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors and outside legal costs; (s) proxy voting expenses; and (t) all other direct expenses incurred by either the Company’s administrator Company or the Company Administrator in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be Agreement based upon the Company’s allocable portion (subject to the review and approval of overhead and other expenses incurred by the Company’s administrator independent directors) of the Administrator’s overhead in performing its obligations under the Administration Agreement; , including rent and (u) the compensation of the Company’s chief financial officer allocable portion of the costs and expenses of its chief compliance officer, chief financial officer and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (the Adviser, when and to in its capacity as the extent engaged in providing investment advisory services hereunderadministrator, and the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and routine employees and all overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and not by the Companyutilities). The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring ): the cost of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company its organization and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts)offerings; (c) the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; (d) the cost of effecting any sales and repurchases of shares of the Company’s common stock Common Stock and other securities; (e) management fees and incentive fees expenses payable pursuant to this Agreementunder any dealer manager agreements, if any; (f) fees debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties relating toparties, or associated withperforming due diligence on prospective portfolio companies and, making investments and valuing investments (including third-party valuation firms)if necessary, enforcing the Company’s rights; (g) escrow agent, transfer agent and custodial feesfees and expenses; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) , any stock exchange listing feesfees and fees payable to rating agencies; (m) federal, state and local taxes; (n) independent directors’ fees and expenses including certain travel expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration fees, listing fees and current reports with licenses, and the SECcompensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (r) including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent accountants and audits, outside legal and consulting costs; (t) all other direct expenses costs of winding up; costs incurred by either in connection with the formation or maintenance of entities or vehicles to hold the Company’s administrator assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with will bear its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead the costs of the compensation, benefits and other related administrative expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (uincluding travel expenses) the compensation of the Company’s chief financial officer officers who provide operational and chief compliance officeradministrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and their respective staffsadministration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations and transactions, including (without limitationlimitation except as noted) fees and expenses those relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory organization expenses and legal affairs (initial offering costs incurred prior to the extent an investment opportunity is being considered for filing of its election to be treated as a BDC; the Company and costs associated with any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares offerings of the Company’s common stock and other securities; calculating individual asset values and the Company’s net asset value (e) including the cost and expenses of any independent valuation firms); expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; the management fee and any incentive fees payable pursuant to under this Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under the administration agreement (fthe “Administration Agreement”) fees between the Company and Carlyle GMS Finance Administration L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making investments or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and valuing investments (including third-party valuation firms)expenses and quotation equipment and services used in making or holding investments; (g) transfer agent and custodial fees; (h) fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events)other compensation payable to brokers or dealers; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) U.S. federal, state and local taxes, including any excise taxes; (n) independent directors’ director fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation 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 stockholders (r) including printing and mailing costs), the costs of any stockholders’ 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 for monitoring risk, compliance and overall portfolio, including any development costs; the Company’s fidelity bond; directors and officers/errors and omissions liability insurance, liability insurance and any other insurance premiums; (s) printingindemnification payments; direct fees and expenses associated with independent audits, mailingagency, independent accountants consulting and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Administrator or the Company in connection with administering the Company’s its business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) Agreement for administrative services that will be based upon equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator Administrator in performing its obligations under the Administration Agreement; , including, compensation paid to or compensatory distributions received by its officers (including its Chief Financial Officer and (uChief Compliance Officer) and any of their respective staff who provide services to the compensation of Company, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s chief financial officer and chief compliance officer, and their respective staffsXxxxxxxx-Xxxxx internal control assessment.

Company’s Responsibilities and Expenses Payable by the Company. All personnel Except as otherwise provided herein or in that certain Administration Agreement, dated as of July 27, 2021, as may be amended from time to time (the “Administration Agreement”) by and between the Company and the Adviser (the Adviser, when and to in its capacity as the extent engaged in providing investment advisory services hereunderadministrator, and the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and routine employees and all overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and not by the Companyutilities). The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring ): the cost of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company its organization and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts)offerings; (c) the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; (d) the cost of effecting any sales and repurchases of shares of the Company’s its common stock and other securities; (e) management fees and incentive fees expenses payable pursuant to this Agreementunder any underwriting agreements, if any; (f) fees debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expenses, incurred by the Adviser, or members of the investment team, or payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms)parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; (g) costs, including legal fees, associated with compliance under cannabis laws; transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any stock exchange listing feesfees and fees payable to rating agencies; (m) federal, state and local taxes; (n) independent directors’ fees and expenses, including travel expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (r) including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; (s) direct costs and expenses of administration, including printing, mailingmailing and staff; fees and expenses associated with independent audits, independent accountants and outside legal and consulting costs; (t) all other direct expenses costs of winding up; costs incurred by either in connection with the formation or maintenance of entities or vehicles to hold the Company’s administrator assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company in connection with administering shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s businessChief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, including payments under on an estimated basis, to the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation business affairs of the Company’s chief financial officer and chief compliance officer, and their respective staffs).

Company’s Responsibilities and Expenses Payable by the Company. (a) All personnel investment professionals of the AdviserAdvisor and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser Advisor and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (including, without limitation, those relating to: (1) initial organization costs incurred prior to the commencement of the Company’s operations (up to an aggregate of $1,250,000, it being understood and agreed that the Advisor shall bear all organizational expenses of the Company in excess of such amount); (2) operating costs incurred prior to the commencement of the Company’s operations; (3) calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); (4) fees and expenses, including travel expenses, incurred by the Advisor or payable to third parties in performing due diligence on prospective portfolio companies, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; (5) fees and expenses relating to: (a) offering expenses; (b) diligence of any independent counsel engaged by the Advisor and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based third-party service providers (including loan servicer fees), (6) placement agent fees and expenses, (7) interest payable on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating debt, if any, incurred to finance the Company’s net asset valueinvestments; (d) the cost 8) costs of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e9) management the Base Management Fee and incentive fees payable pursuant to this Agreementany Incentive Fee (each as defined below); (f10) distributions on the Company’s common stock; (11) administration fees payable to third parties relating toXxxxxx, or associated withXxxxxx & Co., making investments and valuing investments L.P. in its capacity as administrator (including third-party valuation firmsthe “Administrator”) under the Administration Agreement dated as of May 6, 2019 (the “Administration Agreement”); (g12) transfer agent and custodial feescustody fees and expenses; (h13) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (j14) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) all other direct expenses incurred by either the Company’s Advisor, the Administrator, the sub-administrator or the Company in connection with administering the Company’s its business, including payments under made to third-party providers of goods or services and payments to the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) Administrator that will be based upon the Company’s allocable portion of overhead overhead; (15) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (16) brokerage fees and commissions; (17) federal and state registration fees; (18) any stock exchange listing fees; (19) taxes; (20) independent director fees and expenses; (21) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state securities laws; (22) the costs of any reports, proxy statements or other notices to the Company’s stockholders, including printing and mailing costs; (23) costs of holding stockholder meetings; (24) the Company’s fidelity bond; (25) directors and officers/errors and omissions liability insurance, and any other insurance premiums; (26) advertising expenses; (27) brokerage commissions; (28) clearing and settlement charges and other transaction costs; (29) custody fees; (30) interest expenses; (31) financing charges; (32) initial and variation margin; (33) broken deal expenses; (34) compensation (which may include fees or performance-based compensation) of advisors, consultants and finders, joint venture partners, or other professionals relating to the Company’s operations and investments or potential investments (whether or not completed), which may include costs incurred to attend or sponsor networking and other similar events hosted by both for-profit and not-for-profit organizations (which may include organizations affiliated with current or prospective investors); (35) specific expenses incurred in obtaining, developing or maintaining market data technology systems, research and other information and information service subscriptions utilized with respect to the Company’s investment program including fees to third-party providers of research, portfolio risk management services (including the costs of risk management software or database packages); (36) commitment fees and any transfer or recording taxes, registration fees and other expenses in connection with acquisitions and dispositions of investments; (37) litigation, indemnification, wind-up, liquidation and other non-recurring or extraordinary expenses, including regulatory, governmental or other investigations or examinations; (38) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, staff, audit and legal costs; (39) fees and expenses associated with marketing efforts; (40) expenses relating to the maintenance of registered offices of the Company to the extent provided by unaffiliated service providers; (41) temporary office space of non-employee consultants or auditors; (42) corporate licensing expenses; (43) dues, fees and charges of any trade association of which the Company is a member; and (44) all other expenses reasonably incurred by the Company’s , the Administrator or the sub-administrator in performing its obligations connection with administering the Company’s business, such as the allocable portion of overhead under the Administration Agreement; , including rent and (u) the compensation of the Company’s chief financial officer allocable portion of the costs and expenses of its chief compliance officer, chief financial officer and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations and transactions, including (without limitationlimitation except as noted) fees and expenses those relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory initial organization costs and legal affairs (offering costs incurred prior to the extent an investment opportunity is being considered for filing of its election to be treated as a BDC (the Company and any other accounts managed amount in excess of $1,500,000 to be paid by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares costs associated with any offerings of the Company’s common stock and other securities; calculating individual asset values and the Company’s net asset value (e) including the cost and expenses of any independent valuation firms); expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; the base management fee and any incentive fees payable pursuant to under this Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under the administration agreement (fthe “Administration Agreement”) fees between the Company and Carlyle GMS Finance Administration, L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making investments or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and valuing investments (including third-party valuation firms)expenses and quotation equipment and services used in making or holding investments; (g) transfer agent and custodial fees; (h) fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events)other compensation payable to brokers or dealers; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) U.S. federal, state and local taxes, including any excise taxes; (n) independent directors’ director fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the Securities and Exchange Commission (the “SEC”) (or other regulatory bodies), and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation 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 stockholders (r) including printing and mailing costs), the costs of any stockholders’ 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 for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to the filing of the Company’s election to be treated as a BDC; the Company’s fidelity bond; directors and officers/errors and omissions liability insurance, liability insurance and any other insurance premiums; (s) printingindemnification payments; direct fees and expenses associated with independent audits, mailingagency, independent accountants consulting and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Administrator or the Company in connection with administering the Company’s its business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) Agreement for administrative services that will be based upon equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator Administrator in performing its obligations under the Administration Agreement; , including, compensation paid to or compensatory distributions received by its officers (including its Chief Financial Officer and (uChief Compliance Officer) and any of their respective staff who provide services to the compensation of Company, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s chief financial officer and chief compliance officer, and their respective staffsXxxxxxxx-Xxxxx internal control assessment.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations and transactions, including (without limitationlimitation except as noted) fees and expenses those relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory initial organization costs and legal affairs (offering costs incurred prior to the extent an investment opportunity is being considered for filing of its election to be regulated as a BDC (the Company and any other accounts managed amount in excess of $1,500,000 to be paid by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares costs associated with any offerings of the Company’s common stock and other securities; calculating individual asset values and the Company’s net asset value (e) including the cost and expenses of any independent valuation firms); expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; the base management fee and any incentive fees payable pursuant to under this Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under the administration agreement (fthe “Administration Agreement”) fees between the Company and Carlyle GMS Finance Administration, L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making investments or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and valuing investments (including third-party valuation firms)expenses and quotation equipment and services used in making or holding investments; (g) transfer agent and custodial fees; (h) fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events)other compensation payable to brokers or dealers; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) U.S. federal, state and local taxes, including any excise taxes; (n) independent directors’ director fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation 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 stockholders (r) including printing and mailing costs), the costs of any stockholders’ 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 for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to the filing of the Company’s election to be regulated as a BDC; the Company’s fidelity bond; directors and officers/errors and omissions liability insurance, liability insurance and any other insurance premiums; (s) printingindemnification payments; direct fees and expenses associated with independent audits, mailingagency, independent accountants consulting and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Administrator or the Company in connection with administering the Company’s its business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) Agreement for administrative services that will be based upon equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator Administrator in performing its obligations under the Administration Agreement; , including, compensation paid to or compensatory distributions received by its officers (including its Chief Financial Officer and (uChief Compliance Officer) and any of their respective staff who provide services to the compensation of Company, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s chief financial officer and chief compliance officer, and their respective staffsXxxxxxxx-Xxxxx internal control assessment.

Company’s Responsibilities and Expenses Payable by the Company. (a) All personnel investment professionals of the AdviserAdvisor and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser Advisor and not by the Company. The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and expenses those relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts)organization; (c) the cost of calculating the Company’s net asset value; value (d) including the cost and expenses of effecting sales and repurchases of shares any independent valuation firms); expenses, including travel expense, incurred by the Advisor or payable to third parties performing due diligence on prospective portfolio companies, monitoring the Company’s investments and, if necessary, enforcing its rights; interest payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock and other securities, if any; (e) investment advisory and management and incentive fees; distributions on the Company’s shares; administration fees payable pursuant under the administration agreement with Centre Lane Advisors, LLC (the “Administration Agreement”); the allocated costs incurred by Centre Lane Advisors, LLC in providing managerial assistance to this Agreementthose portfolio companies that request it; (f) fees amounts payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms)investments; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ director fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ preparing and filing reports and notices; (q) costs of preparing government filings, including periodic and current reports or other documents with the SEC; (r) preparation of any reports, proxy statements or other notices to our stockholders, including printing costs; the Company’s fidelity bond; directors and officers/errors and omissions liability insurance, liability insurance and any other insurance premiums; (s) printingindemnification payments; expenses relating to the development and maintenance of the Company’s website; direct costs and expenses of administration, mailing, independent accountants including audit and outside legal costs; (t) and all other direct expenses reasonably incurred by either the Company’s administrator or the Company or Centre Lane Advisors, LLC in connection with administering the Company’s business, including payments under such as the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent and (u) other allocable portions of the compensation cost of certain of the Company’s chief financial officer and chief compliance officer, officers and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (without limitationlimitation except as noted) fees and expenses those relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory initial organization costs and legal affairs (offering costs incurred prior to the extent an investment opportunity is being considered for filing of its election to be regulated as a BDC (the Company and any other accounts managed amount in excess of $1,500,000 to be paid by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares costs associated with any offerings of the Company’s common stock and other securities; calculating individual asset values and the Company’s net asset value (e) including the cost and expenses of any independent valuation firms); expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; the base management fee and any incentive fees payable pursuant to under this Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under the administration agreement (fthe “Administration Agreement”) fees between the Company and Carlyle Global Credit Administration L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making investments or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and valuing investments (including third-party valuation firms)expenses and quotation equipment and services used in making or holding investments; (g) transfer agent and custodial fees; (h) fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events)other compensation payable to brokers or dealers; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) U.S. federal, state and local taxes, including any excise taxes; (n) independent directors’ director fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation 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 stockholders (r) including printing and mailing costs), the costs of any stockholders’ 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 for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to the filing of the Company’s election to be regulated as a BDC; the Company’s fidelity bond; directors and officers/errors and omissions liability insurance, liability insurance and any other insurance premiums; (s) printingindemnification payments; direct fees and expenses associated with independent audits, mailingagency, independent accountants consulting and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Administrator or the Company in connection with administering the Company’s its business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) Agreement for administrative services that will be based upon equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator Administrator in performing its obligations under the Administration Agreement; , including, compensation paid to or compensatory distributions received by its officers (including its Chief Financial Officer and (uChief Compliance Officer) and any of their respective staff who provide services to the compensation of Company, operations staff who provide services to the Company, and any -3- internal audit staff, to the extent internal audit performs a role in the Company’s chief financial officer and chief compliance officer, and their respective staffsXxxxxxxx-Xxxxx internal control assessment.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the AdviserAdviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) those relating to: organization and offering (in an amount of up to $1,000,000); provided that the amount of initial organizational and offering expenses in excess of $1,000,000 shall be paid by the Adviser); the Company’s pro-rata portion of fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accountsa Spin-Off transaction (as defined below); (c) the cost of calculating the Company’s net asset value; value (d) including the cost and expenses of effecting any independent valuation firm); fees and expenses payable to third parties, including agents, consultants or other advisers, in connection with monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on the Company’s prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; interest payable on debt, if any, incurred to finance the Company’s investments; sales and repurchases purchases of shares of the Company’s common stock and other securities; (e) investment advisory and management fees; administration fees, if any, payable under the administration agreement between the Company and incentive fees payable pursuant to this Agreement; the Company’s administrator, Runway Administrator Services LLC (f/k/a GSV Credit Service Company, LLC) fees payable (the “Administrator”), dated as of December 15, 2016 (the “Administration Agreement”) (as the same shall be amended from time to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firmstime); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) all costs of registration and listing the Company’s securities on any exchange listing feessecurities exchange; (m) U.S. federal, state and local taxes; (n) independent directors’ fees and expensesexpenses of directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party or an affiliate thereof (the “Independent Directors”); (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by the Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority or other regulators; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with printing costs; the SEC; (r) Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator , the Adviser or the Company Administrator in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to timeAdministration Agreement between the Company and the Administrator, the “Administration Agreement”) that will be based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent and (u) the compensation allocable portion of the cost of the Company’s chief financial compliance officer and chief compliance officer, financial officer and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. (a) All personnel investment professionals of the AdviserAdviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and expenses those relating to: (a) offering expensesorganization and offering; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; value (d) including the cost and expenses of effecting any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s investments; sales and repurchases of shares purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and GSV Capital Service Company, LLC (e) management formerly known as NeXt Innovation Service Company, LLC)(the “Administrator”), dated as of April 11, 2011, and incentive fees payable pursuant to this the amendment and restatement thereof, dated as of March 8, 2013 (collectively, the “Administration Agreement”), the Company’s administrator; (f) fees payable to third parties parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments and valuing investments (including third-party valuation firms)investments; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) all costs of registration and listing the Company’s shares on any exchange listing feessecurities exchange; (m) federal, state and local taxes; (n) independent directorsDirectors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with printing costs; the SEC; (r) Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Company or the Company Administrator in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to timeAdministration Agreement between the Company and the Administrator, the “Administration Agreement”) that will be based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent and (u) the compensation allocable portion of the cost of the Company’s chief financial compliance officer and chief compliance officer, financial officer and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunderservices, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser or one of its affiliates and not by the Company. The Company shall bear all other costs and expenses of its operations organization, operations, administration and transactions, including (without limitation) fees and expenses relating to: (a) all costs, fees, expenses and liabilities incurred in connection with the formation and organization of the Company and the offering expensesand sale of common units of limited liability company interests of the Company (the “Units”), including expenses of registering or qualifying securities held by the Company for sale and blue sky filing fees; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs affairs, and, if necessary, enforcing rights in respect of investments (to the extent an investment opportunity is being considered for the Company and any other funds or accounts managed by the Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other funds and accounts pro rata based on the anticipated allocation of such investments investment opportunity between the Company and the other funds and accounts); (c) the cost of calculating the value of all assets of the Company’s net asset value, including accrued interest, dividends and assets purchased with borrowings, less all of the liabilities of the Company, including accrued expenses, any reserves established by the Adviser in its discretion for contingent liabilities and any borrowings (the “Net Asset Value”) as of any date of determination (including third-party valuation firms); (d) the cost of effecting sales and repurchases of shares of the Company’s common stock Units and other securities; (e) management and incentive fees Management Fees (as defined herein) payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) retainer, finder’s, placement, adviser, consultant, custodian, sub-custodian, depository (including a depositary appointed pursuant to the national private placement regime in any jurisdiction, a Swiss representative and paying agent or ombudsman appointed pursuant to the Swiss Collective Investment Schemes Act dated June 23, 2006 (as amended) and the implementation thereof, the Financial Services Act 2018, as well as any similar law, rule or regulation relating to the implementation thereof), transfer agent agent, trustee, disbursal, brokerage, registration, legal and custodial other similar fees, commissions and expenses attributable to making or holding investments; (h) the reporting, filing and other compliance requirements (including expenses associated with the initial registrations, filings and compliance) contemplated by any national private placement regime in any jurisdiction; (i) fees and expenses associated with marketing efforts (including travel and attendance at investment conferences and similar events); (ij) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (jk) fees, interest or and other costs payable on or in connection with any indebtedness; (kl) federal and state registration feesfees and other governmental charges; (lm) any exchange listing fees; (mn) federal, state and local taxes; (no) independent directors’ fees and expenses; (op) brokerage commissions; (pq) costs of proxy statements, stockholdersunitholders’ reports and noticesnotices and any other regulatory reporting expenses; (qr) costs of preparing government filings, including periodic and current reports with the SEC; (rs) fidelity bond, liability insurance and other insurance premiums; (st) printing, mailing, independent accountants and outside legal costs; (tu) costs of winding up and liquidation; (v) litigation, indemnification and other extraordinary or non-recurring expenses; (w) dues, fees and charges of any trade association of which the Company is a member; (x) research and software expenses, quotation equipment and services and other expenses incurred in connection with data services, including subscription costs, providing real-time price feeds, real-time news feeds, securities and company information, and company fundamental data attributable to such investments; (y) costs and expenses relating to investor reporting and communications; (z) all costs, expenses, fees and liabilities incurred in connection with the liquidation of the Company; (aa) all other direct out-of-pocket expenses, fees and liabilities that are incurred by the Company or by the Adviser on behalf of the Company or that arise out of the operation and activities of the Company, including expenses related to organizing and maintaining persons through or in which investments may be made and the allocable portion of any Adviser costs, including personnel, incurred in connection therewith; (bb) accounting expenses, including expenses associated with the preparation of the financial statements and tax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Company; (cc) the allocable portion of the compensation of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs; and (dd) all other expenses incurred by either Oaktree Fund Administration, LLC (the Company’s administrator “Administrator”), an affiliate of the Administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon between the Company and the Administrator to the Administrator or such affiliate in an amount equal to the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator Administrator or such affiliate in performing its obligations and services under the Administration Agreement; , such as rent and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator or such affiliate for the Company. For the avoidance of doubt, the Company will bear its allocable portion of the costs of the compensation, benefits, and related administrative expenses (uincluding travel expenses) the compensation of the Company’s chief financial officer officers who provide operational and chief compliance officeradministrative services under the Administration Agreement, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Administrator or an affiliate) who assist with the preparation, coordination, and their respective staffsadministration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. The Company will reimburse the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company). Additionally, the Company will bear all of the costs and expenses of any sub-administration agreements that the Administrator enters into.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations and transactions, including (without limitationlimitation except as noted) fees and expenses those relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and costs associated with any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares offerings of the Company’s common stock and other securities; calculating individual asset values and the Company’s net asset value (e) including the cost and expenses of any independent valuation firms); expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; the management fee and any incentive fees payable pursuant to under this Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under the administration agreement (fas amended from time to time, the “Administration Agreement”) fees between the Company and Carlyle Global Credit Administration L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making investments or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and valuing investments (including third-party valuation firms)expenses and quotation equipment and services used in making or holding investments; (g) transfer agent and custodial fees; (h) fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events)other compensation payable to brokers or dealers; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) U.S. federal, state and local taxes, including any excise taxes; (n) independent directors’ director fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation 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 stockholders (r) including printing and mailing costs), the costs of any stockholders’ 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 for monitoring risk, compliance and overall portfolio, including any development costs; the Company’s fidelity bond; directors and officers/errors and omissions liability insurance, liability insurance and any other insurance premiums; (s) printingindemnification payments; direct fees and expenses associated with independent audits, mailingagency, independent accountants consulting and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Administrator or the Company in connection with administering the Company’s its business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) Agreement for administrative services that will be based upon equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator Administrator in performing its obligations under the Administration Agreement; , including compensation paid to or compensatory distributions received by its officers (including its Chief Financial Officer and (uChief Compliance Officer) and any of their respective staff who provide services to the compensation of Company, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s chief financial officer and chief compliance officer, and their respective staffsXxxxxxxx-Xxxxx internal control assessment.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the AdviserInvestment Adviser and its staff, when and to the extent engaged in providing investment advisory services hereunderrequired to be provided by the Investment Adviser under Section 1(a), and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Investment Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses those relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts)organization; (c) the cost of calculating the Company’s net asset value; value (d) including the cost and expenses of effecting sales any independent valuation firm); expenses incurred by the Investment Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and repurchases of shares legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock shares and other securities; (e) investment advisory and management and incentive fees payable pursuant to this Agreementfees; (f) fees payable to third parties parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments and valuing investments (including third-party valuation firms)investments; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) all costs of registration and listing the Company’s common shares on any exchange listing feessecurities exchange; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by governmental bodies (including the Securities and Exchange Commission (the “SEC”)); costs of any reports, proxy statements or other notices to common shareholders including periodic and current reports with printing costs; the SEC; (r) Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors and outside legal costs; (t) and administration fees and all other direct expenses incurred by either the Company’s administrator or the Company or, if applicable, the Administrator in connection with administering the Company’s business, business (including payments under the Company’s administration agreement with its administrator to be entered into by the Company and the Investment Adviser (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent and (u) the compensation allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, officers and their respective staffsstaffs (including travel expenses)).

Company’s Responsibilities and Expenses Payable by the Company. Section 2 of the Agreement is hereby deleted in its entirety and replaced with the following: All personnel investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations and transactions, including (without limitationlimitation except as noted) fees and expenses those relating to: (a) offering expenses; (b) diligence the cost of its organization and monitoring any offerings, subject to a cap of 1.50% of the Company’s financialtotal capital commitments (the “Capital Commitments”); the cost of calculating its net asset value, regulatory including the cost of any third-party valuation services; the cost of effecting any sales and legal affairs repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager or placement agent agreements, if any; administration fees payable under the administration agreement (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity “Administration Agreement”) between the Company and BC Partners Management LLC (the “Administrator”) and any sub-administration agreements, including related expenses; debt service and other accounts)costs of borrowings or other financing arrangements; (c) costs of hedging; expenses, including travel expense, incurred by the cost Adviser, or members of calculating the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s net asset valuerights; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) , any stock exchange listing feesfees and fees payable to rating agencies; (m) federal, state and local taxes; (n) independent directors’ fees and expenses including certain travel expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (r) including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent accountants and audits, outside legal and consulting costs; (t) all other direct expenses costs of winding up; costs incurred by either the Company’s administrator Administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) Agreement for administrative services that will be based upon equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator Administrator in performing its obligations under the Administration Agreement, including, the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company may reimburse the Adviser (uor its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company.) If actual organization and offering costs incurred exceed 1.50% of the Company’s chief financial officer total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Company’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and chief compliance officeroffering costs made on the Company’s behalf provided that the total organization and offering costs borne by the Company do not exceed 1.50% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Company for purposes of the Company’s cap on organization and their respective staffsoffering expenses.

Company’s Responsibilities and Expenses Payable by the Company. All personnel investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses (including rent, office equipment and utilities) of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations and transactions, including (without limitationlimitation except as noted) fees and expenses those relating to: (a) offering expenses; (b) diligence and monitoring the cost of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company its organization and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts)offerings; (c) the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; (d) the cost of effecting any sales and repurchases of shares of the Company’s common stock and other securities; (e) management fees and incentive expenses payable under any dealer manager or placement agent agreements, if any; administration fees payable pursuant to this under the administration agreement (the “Administration Agreement”) between the Company and BC Partners Management LLC (the “Administrator”) and any sub-administration agreements, including related expenses; (f) fees debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties relating toparties, or associated withperforming due diligence on prospective portfolio companies and, making investments and valuing investments (including third-party valuation firms)if necessary, enforcing the Company’s rights; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) , any stock exchange listing feesfees and fees payable to rating agencies; (m) federal, state and local taxes; (n) independent directors’ fees and expenses including certain travel expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the Securities and Exchange Commission (the “SEC”) (or other regulatory bodies) and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (r) including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent accountants and audits, outside legal and consulting costs; (t) all other direct expenses costs of winding up; costs incurred by either the Company’s administrator Administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) Agreement for administrative services that will be based upon equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s 's allocable portion of overhead and other expenses incurred by the Company’s administrator Administrator in performing its obligations under the Administration Agreement, including, the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company may reimburse the Adviser (uor its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. (a) All personnel investment professionals of the AdviserAdviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall will be provided and paid for by the Adviser and not by the Company. The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) fees and expenses those relating to: (a) offering expensesorganization and offering; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; value (d) including the cost and expenses of effecting any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s investments; sales and repurchases of shares purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and Xxxxxxxxx Financial BDC Administrator, LLC (e) management and incentive fees payable pursuant to this Agreementthe “Administrator”), the Company’s administrator; (f) fees payable to third parties parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments and valuing investments (including third-party valuation firms)investments; (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) feesbrokerage commissions, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) all costs of registration and listing the Company’s shares on any exchange listing feessecurities exchange; (m) federal, state and local taxes; (n) independent directorsDirectors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filingsand filing reports or other documents required by the Securities and Exchange Commission under applicable federal and state securities laws; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with printing costs; the SEC; (r) Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent accountants auditors and outside legal costs; (t) and all other direct expenses incurred by either the Company’s administrator Company or the Company Administrator in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, Administration Agreement between the “Administration Agreement”) that will be Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent, the fees and expenses associated with performing compliance functions and the allocable portion of the cost of aggregate compensation (ubase salary, bonus and reasonable benefits) the compensation and related expenses of the Company’s chief financial officer and chief compliance officer, chief financial officer, chief administrative officer and general counsel and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of Except as otherwise provided herein or in the Administration Agreement (the “Administration Agreement”), dated January [ ], 2023, between the Company and the Adviser (the Adviser, when and to in its capacity as the extent engaged in providing investment advisory services hereunderadministrator, and the “Administrator”), the Adviser shall be solely responsible for (a) the compensation of its officers including their salaries and routine overhead benefits, except as otherwise specified; (b) fees and expenses for internal administrative, bookkeeping, clerical and related services rendered in support of such personnel allocable to such the activities for which compensation is paid under (a) above; and (c) expenses associated with office space and facilities, utilities and telephone services, shall be provided news, quotation and paid for by similar information and pricing services, computer equipment, travel expenses and support of the Adviser and not by the Companyincurred in connection with Company operations. The Company shall will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation): (i) fees and costs incurred in organizing the Company; (ii) fees and costs associated with calculating net asset value (including the cost and expenses of any independent valuation firm); (iii) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or the portfolio managers and other members of the investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Company’s rights; (iv) fees and expenses relating to: incurred by the Adviser (aand their affiliates) offering expenses; or the Administrator (bor its affiliates) diligence and payable to third parties, including agents, consultants or other advisers, in monitoring of the Company’s financial, regulatory financial and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the in conducting research and due diligence for such on prospective investments and equity sponsors, analyzing investment will be shared opportunities, structuring the Company’s investments and monitoring investments and portfolio companies on an ongoing basis; (v) any and all fees, costs and expenses incurred in connection with such other accounts pro rata based the incurrence of leverage and indebtedness of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the anticipated allocation Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of such investments opportunity between credit, loan commitments, and letters of credit for the account of the Company and the other accountsin making, carrying, funding and/or otherwise resolving investment guarantees); (cvi) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales fees and costs associated with offerings, sales, and repurchases of shares of the Company’s common stock and other securities; (evii) management fees and incentive expenses payable under any underwriting, dealer manager or placement agent agreements, if any; (viii) investment advisory fees payable pursuant to under this Agreement; (fix) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ administration fees and expenses; , if any, payable under the Administration Agreement (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) all other direct expenses incurred by either the Company’s administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to timeAdministration Agreement between the Company and the Administrator, the “Administration Agreement”) that will be based upon the Company’s allocable portion of the Administrator’s overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; , including rent and (u) the compensation allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, and their respective staffs); (x) costs incurred in connection with investor relations, board of directors relations, and preparing for and effectuating the listing of the Company’s common stock on any securities exchange; (xi) any applicable administrative agent fees or loan arranging fees incurred with respect to the Adviser’s portfolio investments, the Administrator or an affiliate thereof;(xii) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Company (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (xiii) transfer agent, dividend agent and custodial fees and expenses; (xiv) federal and state registration fees; (xv) all costs of registration and listing shares of the Company’s common stock on any securities exchange; (xvi) federal, state and local taxes; (xvii) independent directors’ fees and expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent directors; (xviii) costs of preparing and filing reports or other documents required by the SEC or other regulators, and all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Company’s activities and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Company and its activities; (xix) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (xx) fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs; (xxii) proxy voting expenses; (xxiii) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Company, including in connection with any dividend reinvestment plan or direct stock purchase plan; (xxiv) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; (xxv) the allocated costs incurred by the Adviser and/or the Administrator in providing managerial assistance to those portfolio companies that request it; (xxvi) allocable fees and expenses associated with marketing efforts on behalf of the Company; (xxvii) all fees, costs and expenses of any litigation involving the Company or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to Company’s affairs; (xxviii) fees, costs and expenses of winding up and liquidating the Company’s assets; and (xxix) all other expenses incurred by the Company, the Adviser or the Administrator in connection with administering the Company’s business. For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. If any of the above expenses or other expenses are incurred jointly for the account of the Company and any other investment funds or accounts sponsored or managed by the Adviser or its affiliates, such expenses will be allocated among the Company and such other funds or accounts in proportion to the size of the investment made by each fund or account in the activity or entity to which such expense relates, or in such other manner as the Adviser considers fair and equitable. To the extent that expenses to be borne by the Company are paid by the Adviser or an affiliate thereof, the Company will reimburse the Adviser or such affiliate for such expenses. Each subsidiary of the Company, if any, that makes investments will bear all of its own organizational and operating fees, costs, expenses and liabilities and, as a result, the Company will indirectly bear these fees, costs, expenses and liabilities.

Company’s Responsibilities and Expenses Payable by the Company. All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations organization, operations, administration and transactions, including (without limitation) fees and expenses relating to: (a) all costs, fees, expenses and liabilities incurred in connection with the formation and organization of the Company and the offering expensesand sale of the common stock, including expenses of registering or qualifying securities held by the Company for sale and blue sky filing fees; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs affairs, and, if necessary, enforcing rights in respect of investments (to the extent an investment opportunity is being considered for the Company and any other funds or accounts managed by the Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other funds and accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other funds and accounts); (c) the cost of calculating the Company’s net asset valueNet Asset Value (including third-party valuation firms); (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management Management and incentive fees Incentive Fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) retainer, finder’s, placement, adviser, consultant, custodian, sub-custodian, transfer agent agent, trustee, disbursal, brokerage, registration, legal and custodial other similar fees, commissions and expenses attributable to making or holding investments; (h) fees and expenses associated with marketing efforts (including travel and attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or and other costs payable on or in connection with any indebtedness; (k) federal and state registration feesfees and other governmental charges; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and noticesnotices and any other regulatory reporting expenses; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) costs of winding up and liquidation; (u) litigation, indemnification and other extraordinary or non-recurring expenses; (v) dues, fees and charges of any trade association of which the Company is a member; (w) research and software expenses, quotation equipment and services and other expenses incurred in connection with data services, including subscription costs, providing real-time price feeds, real-time news feeds, securities and company information, and company fundamental data attributable to such investments; (x) costs and expenses relating to investor reporting and communications; (y) all costs, expenses, fees and liabilities incurred in connection with a Liquidity Event (as defined below); (z) all other direct out-of-pocket expenses, fees and liabilities that are incurred by the Company or by the Adviser on behalf of the Company or that arise out of the operation and activities of the Company, including expenses related to organizing and maintaining persons through or in which investments may be made and the allocable portion of any Adviser costs, including personnel, incurred in connection therewith; (aa) accounting expenses, including expenses associated with the preparation of the financial statements and tax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Company; (bb) the allocable portion of the compensation of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs; and (cc) all other expenses incurred by either Oaktree Fund Administration, LLC, as administrator (the “Administrator”), pursuant to the Administration Agreement, dated as of July 9, 2018 (the “Administration Agreement”), between the Administrator and the Company’s administrator , an affiliate of the Administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as Administration Agreement to the Administrator or such affiliate in effect from time an amount equal to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator Administrator or such affiliate in performing its obligations and services under the Administration Agreement; , such as rent and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator or such affiliate for the Company. For the avoidance of doubt, the Company will bear its allocable portion of the costs of the compensation, benefits, and related administrative expenses (uincluding travel expenses) the compensation of the Company’s chief financial officer officers who provide operational and chief compliance officeradministrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Administrator or an affiliate) who assist with the preparation, coordination, and their respective staffsadministration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company). Additionally, the Company bears all of the costs and expenses of any sub-administration agreements that the Administrator enters into.