Common use of Incentive Fee Clause in Contracts

Incentive Fee. The Incentive Fee shall be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income of the Company for the immediately preceding calendar quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from an investment) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement (if in effect) and any interest expense and/or dividends paid on any issued and outstanding debt or Preferred Interests, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter. The Company shall pay the Adviser an Incentive Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate of 2.00% but is less than 2.50% in any calendar quarter; and (3) 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.50% in any calendar quarter. The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.

Incentive Fee. The Incentive Fee shall be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income of the Company for the immediately preceding calendar quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from an investment) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement (if in effect) and any interest expense and/or dividends paid on any issued and outstanding debt or Preferred Interests, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter. The Company shall pay the Adviser an Incentive Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate of 2.00% but is less than 2.502.353% in any calendar quarter; and (3) 2015% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.502.353% in any calendar quarter. The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.

Incentive Fee. The Incentive Fee will be divided into three parts: (1) a subordinated incentive fee on income, (2) an incentive fee on capital gains and (3) a subordinated liquidation incentive fee. Each part of the Incentive Fee is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be calculated determined and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income as of the Company end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated otherwise than in connection with a Liquidity Event (as defined below), the fee will also become payable as of the effective date of such termination. The subordinated incentive fee on income for each quarter will be calculated as follows: · No subordinated incentive fee on income will be payable in any calendar quarter in which the immediately preceding calendar quarterpre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on average adjusted capital (the “quarterly preferred return.”) · For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred return, but is less than or equal to 2.1875% of average adjusted capital (the “catch up”), the subordinated incentive fee on income shall equal 100% of pre-incentive fee net investment income. · For this purposeany quarter in which pre-incentive fee net investment income exceeds 2.1875% of average adjusted capital, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income. · “Pre-Incentive Fee Net Investment Incomeincentive fee net investment income” means is defined as interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from an investment) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (quarter, including the Base Management Fee, expenses payable under to the Administration Agreement (if in effect) and Company’s administrator, any interest expense and/or and dividends paid on any issued and outstanding debt or Preferred Interestspreferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued incentive fee net investment income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital gains appreciation or realized or unrealized lossesdepreciation. Pre-Incentive Fee Net Investment Income, expressed · Adjusted capital is defined as a rate of return on the value (a) cumulative proceeds generated from sales of the Company’s common stock, including proceeds from the distribution reinvestment plan, net assets at of sales loads (sales commissions and dealer manager fees) and (b) reduced for (i) distributions paid to stockholders that represent return of capital and (ii) amounts paid for share repurchases pursuant to share repurchase program. The incentive fee on capital gains will be earned on investments sold otherwise than in connection with a Liquidity Event and shall be determined and payable in arrears as of the end of each calendar year during which this Agreement is in effect. If this Agreement is terminated otherwise than in connection with a Liquidity Event, the immediately preceding calendar quarter, shall be compared to a “hurdle rate” fee will also become payable as of 2.00% per quarterthe effective date of such termination. The Company fee is equal to 20% of realized capital gains, less the aggregate amount of any previously paid incentive fee on capital gains. Incentive fee on capital gains is equal to realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis. The third part of the incentive fee, referred to as the “Subordinated Liquidation Incentive Fee,” shall pay the Adviser an Incentive Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100equal 20.0% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds net proceeds from the hurdle rate of 2.00% but is less than 2.50% in any calendar quarter; and (3) 20% liquidation of the amount Company remaining after investors have received distributions of net proceeds from liquidation of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.50% in any calendar quarter. The portion of such Incentive Fee that is attributable Company equal to deferred interest (such adjusted capital as payment-in-kind interest or original issue discount) will be paid calculated immediately prior to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise directliquidation.

Incentive Fee. The Incentive Fee shall be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income of the Company Fund or each class of Shares of the Fund (to the extent that the Fund offers multiple classes of Shares) (“Class”), based on such Class’s net asset value relative to the Fund as a whole, for the immediately preceding calendar quarter, subject to a “hurdle” and a “catch up” feature. For this purpose, “Pre-Incentive Fee Net Investment Income” means (a) interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from an investmentfees) accrued during the calendar quarterquarter (or, if applicable, a Class’s allocable share of such income), minus (b) the CompanyFund’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement (if in effect) and Agreement, any interest expense and/or dividends paid on any issued and outstanding debt or Preferred Interestspreferred stock and, if applicable, any fees payable for distribution and/or shareholder servicing agreements, but excluding organizational and offering expenses and the Incentive Fee) (or, if applicable, a Class’s allocable share of such operating expenses) after giving application to any reimbursement or recoupment under any expense limitation agreement to which the Fund may be a party, as may be amended from time to time (the “Expense Limitation and Reimbursement Agreement”). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Company Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the CompanyFund’s or Class’s, as applicable, net assets at the end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% (8.00% annualized) of the Fund’s or Class’s, as applicable, net asset value per quarter. The Company Fund shall pay the Adviser an Incentive Fee with respect to the CompanyFund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the CompanyFund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income does not exceed 2.00%% of the Fund’s net asset value; (2) 100% of the CompanyFund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate of 2.00% but is less than 2.50% of the Fund’s net asset value in any calendar quarter; and (3) 20% of the amount of the CompanyFund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.50% of the Fund’s net asset value in any calendar quarter. The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.

Incentive Fee. The Incentive Fee will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the Incentive Fee is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be calculated determined and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income as of the Company end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated, the fee will also become payable as of the effective date of such termination. The subordinated incentive fee on income for each quarter will be calculated as follows: ● No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on our net assets at the end of the immediately preceding calendar fiscal quarter (the “quarterly preferred return”). ● For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred return, but is less than or equal to 2.1875% of our net assets at the end of the immediately preceding fiscal quarter (the “catch up”), the subordinated incentive fee on income shall equal 100% of pre-incentive fee net investment income. ● For any quarter in which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarter, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income. For this purpose, ● “Pre-Incentive Fee Net Investment Incomeincentive fee net investment income” means is defined as interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from an investment) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (quarter, including the Base Management Fee, expenses payable under to the Administration Agreement (if in effect) and Company’s administrator, any interest expense and/or and dividends paid on any issued and outstanding debt or Preferred Interestspreferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued incentive fee net investment income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The incentive fee on capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed will be earned on investments sold and shall be determined and payable in arrears as a rate of return on the value of the Company’s net assets at the end of each calendar year during which this Agreement is in effect. If this Agreement is terminated, the immediately preceding calendar quarter, shall be compared to a “hurdle rate” fee will also become payable as of 2.00% per quarterthe effective date of such termination. The Company shall pay the Adviser an Incentive Fee with respect fee is equal to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate of 2.00% but is less than 2.50% in any calendar quarter; and (3) 20% of realized capital gains, less the aggregate amount of the Company’s Pre-any previously paid incentive fee on capital gains. Incentive Fee Net Investment Incomefee on capital gains is equal to realized capital gains on a cumulative basis from inception, if any, that exceeds 2.50% in any calendar quarter. The portion computed net of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if all realized capital losses and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise directunrealized capital depreciation on a cumulative basis.

Incentive Fee. The Incentive Fee will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the Incentive Fee is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be calculated determined and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income as of the Company end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated, the fee will also become payable as of the effective date of such termination. The subordinated incentive fee on income for each quarter will be calculated as follows: • No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on our net assets at the end of the immediately preceding calendar fiscal quarter (the “quarterly preferred return.”) • For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred return, but is less than or equal to 2.1875% of our net assets at the end of the immediately preceding fiscal quarter (the “catch up”), the subordinated incentive fee on income shall equal 100% of pre-incentive fee net investment income. • For any quarter in which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarter, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income. For this purpose, • “Pre-Incentive Fee Net Investment Incomeincentive fee net investment income” means is defined as interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from an investment) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (quarter, including the Base Management Fee, expenses payable under to the Administration Agreement (if in effect) and Company’s administrator, any interest expense and/or and dividends paid on any issued and outstanding debt or Preferred Interestspreferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued incentive fee net investment income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The incentive fee on capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed will be earned on investments sold and shall be determined and payable in arrears as a rate of return on the value of the Company’s net assets at the end of each calendar year during which this Agreement is in effect. If this Agreement is terminated, the immediately preceding calendar quarter, shall be compared to a “hurdle rate” fee will also become payable as of 2.00% per quarterthe effective date of such termination. The fee is equal to 20% of realized capital gains, less the aggregate amount of any previously paid incentive fee on capital gains. Incentive fee on capital gains is equal to realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis. In order to provide an incentive for the Adviser to successfully execute a merger transaction involving the Company shall that is financially accretive and/or otherwise beneficial to its stockholders even if the Adviser will not act as an investment adviser to the surviving entity in the merger, we may seek exemptive relief from the SEC to allow us to pay the Adviser an Incentive Fee incentive fee on capital gains in connection with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which merger with and into another entity. Absent the Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion receipt of such Pre-Incentive Fee Net Investment Incomerelief, if any, that exceeds the hurdle rate of 2.00% but is less than 2.50% in Adviser will not be entitled to an incentive fee on capital gains or any calendar quarter; and (3) 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.50% in any calendar quarter. The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed other incentive fee in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise directsuch merger transaction.

Incentive Fee. The Incentive Fee shall be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income of the Company for the immediately preceding calendar quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from an investment) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement (if in effect) and any interest expense and/or and dividends paid on any issued and outstanding debt or Preferred Interestspreferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarterquarter (8.00% annualized). The Company shall pay the Adviser an Incentive Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: ; (1) no Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate of 2.00% but is less than 2.50% in any calendar quarter; and (3) 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.50% in any calendar quarter. The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.

Incentive Fee. The Incentive Fee shall be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income of the Company for the immediately preceding calendar quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from an investment) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement (if in effect) and any interest expense and/or dividends paid on any issued and outstanding debt or Preferred Interests, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter. The Company shall pay the Adviser an Incentive Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate of 2.00% but is less than 2.502.35294% in any calendar quarter; and (3) 2015% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.502.35294% in any calendar quarter. The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.

Incentive Fee. The Incentive Fee incentive fee will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the incentive fee is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be calculated determined and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income as of the Company end of each calendar quarter during which the Investment Advisory Agreement is in effect. In the case of a liquidation or if the Investment Advisory Agreement is terminated, the fee will also become payable as of the effective date of the event. The subordinated incentive fee on income for each calendar quarter will be calculated as follows: · No subordinated incentive fee on income will be payable in any calendar quarter in which the immediately preceding calendar pre-incentive fee net investment income does not exceed a quarterly return to shareholders of 1.75% per quarter on average adjusted capital (the “quarterly preferred return.”) · All pre-incentive fee net investment income, if any, that exceeds the quarterly preferred return, but is less than or equal to 2.1875% of average adjusted capital in any quarter, will be payable to the Adviser. · For this purposeany quarter in which pre-incentive fee net investment income exceeds 2.1875% of average adjusted capital, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income. · “Pre-Incentive Fee Net Investment Incomeincentive fee net investment income” means interest income, dividend is defined as investment income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from an investment) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (quarter, including the Base Management Fee, expenses payable under the Administration Agreement (if in effect) and Administrative Services Agreement, any interest expense and/or and dividends paid on any issued and outstanding debt or Preferred Interestspreferred stock, but excluding the Incentive Fee)incentive fee. Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued incentive fee net investment income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any expense support payments and/or any reimbursement by the Company of expense support payments (as defined in the Expense Support and Conditional Reimbursement Agreement) nor any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, except for net investment income associated with derivatives, swaps, or similar synthetic instruments, as provided herein. · Adjusted capital is defined as (a) cumulative proceeds generated from sales of common stock, including proceeds from the distribution reinvestment plan, net of sales loads (sales commissions and dealer manager fees) and (b) reduced for (i) distributions paid to shareholders that represent return of capital on a tax basis and (ii) amounts paid for share repurchases pursuant to the share repurchase program, if any. The incentive fee on capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed will be earned on liquidated investments and shall be determined and payable in arrears as a rate of return on the value of the Company’s net assets at the end of each calendar year during which the immediately preceding calendar quarterInvestment Advisory Agreement is in effect. In the case of a liquidation, shall be compared to a “hurdle rate” or if the Investment Advisory Agreement is terminated, the fee will also become payable as of 2.00% per quarterthe effective date of such event. The Company shall pay the Adviser an Incentive Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: annual fee will equal (1i) no Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 10020% of realized capital gains on a cumulative basis from inception, net of all realized capital losses on a cumulative basis from inception and unrealized depreciation, less (ii) the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Incomeaggregate amount, if any, previously paid incentive fees on capital gains. The incentive fee on capital gains will disregard any net investment income associated with derivatives, swaps, or similar synthetic instruments, that exceeds the hurdle rate of 2.00% is treated as capital gains pursuant to generally accepted accounting principles but is less than 2.50% included in any calendar quarter; and (3) 20% pre-incentive fee net investment income for purposes of the amount calculation of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.50% in any calendar quarter. The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise directsubordinated incentive fee on income.

Incentive Fee. The Incentive Fee incentive fee will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the incentive fee is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be calculated determined and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income as of the Company end of each calendar quarter during which the Investment Advisory Agreement is in effect. In the case of a liquidation or if the Investment Advisory Agreement is terminated, the fee will also become payable as of the effective date of the event. The subordinated incentive fee on income for each calendar quarter will be calculated as follows: · No subordinated incentive fee on income will be payable in any calendar quarter in which the immediately preceding calendar pre-incentive fee net investment income does not exceed a quarterly return to shareholders of 1.75% per quarter on average adjusted capital (the “quarterly preferred return.”) · All pre-incentive fee net investment income, if any, that exceeds the quarterly preferred return, but is less than or equal to 2.1875% of average adjusted capital in any quarter, will be payable to the Adviser. · For this purposeany quarter in which pre-incentive fee net investment income exceeds 2.1875% of average adjusted capital, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income. · “Pre-Incentive Fee Net Investment Incomeincentive fee net investment income” means interest income, dividend is defined as investment income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from an investment) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (quarter, including the Base Management Fee, expenses payable under the Administration Agreement (if in effect) and Administrative Services Agreement, any interest expense and/or and dividends paid on any issued and outstanding debt or Preferred Interestspreferred stock, but excluding the Incentive Fee)incentive fee. Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued incentive fee net investment income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any expense support payments and/or any reimbursement by the Company of expense support payments (as defined in the Expense Support and Conditional Reimbursement Agreement) nor any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, except for net investment income associated with derivatives or swaps, as provided herein. · Adjusted capital is defined as (a) cumulative proceeds generated from sales of common stock, including proceeds from the distribution reinvestment plan, net of sales loads (sales commissions and dealer manager fees) and (b) reduced for (i) distributions paid to shareholders that represent return of capital on a tax basis and (ii) amounts paid for share repurchases pursuant to the share repurchase program, if any. The incentive fee on capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed will be earned on liquidated investments and shall be determined and payable in arrears as a rate of return on the value of the Company’s net assets at the end of each calendar year during which the immediately preceding calendar quarterInvestment Advisory Agreement is in effect. In the case of a liquidation, shall be compared to a “hurdle rate” or if the Investment Advisory Agreement is terminated, the fee will also become payable as of 2.00% per quarterthe effective date of such event. The Company shall pay the Adviser an Incentive Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: annual fee will equal (1i) no Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 10020% of realized capital gains on a cumulative basis from inception, net of all realized capital losses on a cumulative basis from inception and unrealized depreciation, less (ii) the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Incomeaggregate amount, if any, previously paid incentive fees on capital gains. The incentive fee on capital gains will disregard any net investment income associated with derivatives or swaps, that exceeds the hurdle rate of 2.00% is treated as capital gains pursuant to generally accepted accounting principles but is less than 2.50% included in any calendar quarter; and (3) 20% pre-incentive fee net investment income for purposes of the amount calculation of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.50% in any calendar quarter. The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise directsubordinated incentive fee on income.

Incentive Fee. 5.3.1 The Manager will be entitled to an incentive fee (the “Incentive Fee Management Fee”) that shall be calculated quarterly and payable quarterly in arrears based on within 60 days after the Pre-Incentive Fee Net Investment Income end of each fiscal quarter during the Initial Term and each Renewal Term of this Agreement. For each of the Company for first three quarters of each calendar twelve (12) month period during the immediately preceding calendar quarter. For term of this purposeAgreement, “Pre-the Incentive Management Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that calculation shall be based upon the average Equity invested in the Company receives from an investment) accrued during the calendar fiscal quarter, minus and shall be payable in an amount equal to 35% of the dollar amount by which Adjusted Net Income (as defined below) attributable to invested Equity of the Company’s operating expenses for , before the quarter (including the Base Incentive Management Fee, expenses payable under the Administration Agreement (if in effect) and any interest expense and/or dividends paid on any issued and outstanding debt or Preferred Interests, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a exceeds an annualized 12% rate of return on such invested Equity (the value “Hurdle Rate”). For the fourth fiscal quarter of each calendar twelve (12) month period during the Company’s net assets at term of this Agreement, the end of the immediately preceding calendar quarter, Incentive Management Fee shall be compared to a “hurdle rate” of 2.00% per quarter. The Company shall pay the Adviser payable in an Incentive Fee with respect amount equal to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Incomeexcess, if any, that exceeds the hurdle rate of 2.00% but is less than 2.50% in any calendar quarter; and (3x) 2035% of the dollar amount by which Adjusted Net Income attributable to invested Equity of the Company during the calendar twelve (12) month period, before the Incentive Management Fee, exceeds the Hurdle Rate, over (y) the total Incentive Management Fees paid for the first three quarters of each calendar twelve (12) month period during the term of this Agreement. The return on Equity for each calendar twelve (12) month period or quarter, as applicable, during the term of this Agreement (the “Calculation Period”) shall be determined by dividing (i) the Adjusted Net Income for the Calculation Period by (ii) the average invested Equity of the Company during the Calculation Period. “Adjusted Net Income” for purposes hereof is defined as net income (loss) calculated in accordance GAAP, excluding all unrealized gains and losses and after giving effect to all expenses paid to or on behalf of the Manager in connection with the Equity of the Company invested in Investments or incurred as part of the Investment cost, including amortization of capitalized costs of Investments, but not including any costs capitalized. Further for purposes hereof, the calculation of the return on Equity for Investments that utilize leverage to finance such Investments shall be calculated utilizing the Company’s Pre-hedged cost of funding under GAAP for such investment plus a 4.0% risk premium. An illustration of how the Incentive Management Fee Net Investment Income, if any, that exceeds 2.50% is calculated is included in any calendar quarter. The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.Exhibit B.

Incentive Fee. The Incentive Fee shall be calculated and payable quarterly in arrears based on and equal to 15% of the Fund’s Pre-Incentive Fee Net Investment Income of the Company Fund or each class of Shares of the Fund (to the extent that the Fund offers multiple classes of Shares) (“Class”), based on such Class’s net asset value relative to the Fund as a whole, for the immediately preceding calendar quarter, subject to a “hurdle” and a “catch up” feature. For this purpose, “Pre-Incentive Fee Net Investment Income” means (a) interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from an investmentfees) accrued during the calendar quarterquarter (or, if applicable, a Class’s allocable share of such income), minus (b) the CompanyFund’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement (if in effect) and Agreement, any interest expense and/or dividends paid on any issued and outstanding debt or Preferred Interestspreferred stock and, if applicable, any fees payable for distribution and/or shareholder servicing agreements, but excluding organizational and offering expenses and the Incentive Fee) (or, if applicable, a Class’s allocable share of such operating expenses) after giving application to any reimbursement or recoupment under any expense limitation and reimbursement agreement to which the Fund may be a party, as may be amended from time to time (the “Expense Limitation and Reimbursement Agreement”). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero zero-coupon securities), accrued income that the Company Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the CompanyFund’s or Class’s, as applicable, net assets at the end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% (8.00% annualized) of the Fund’s or Class’s, as applicable, net asset value per quarterquarter and a “catch up” feature, the Incentive Fee. The Company Fund shall pay the Adviser an Incentive Fee with respect to the CompanyFund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the CompanyFund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income does not exceed the hurdle of 2.00%% of the Fund’s net asset value; (2) 100% of the CompanyFund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate of 2.00% but is less than 2.502.3529% of the Fund’s net asset value in any calendar quarterquarter (9.4118% annualized); and (3) 2015% of the amount of the CompanyFund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.502.3529% of the Fund’s net asset value in any calendar quarter. The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.

Incentive Fee. The Incentive Fee will be divided into two parts: (1) a subordinated incentive fee on income and (2) an incentive fee on capital gains. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be calculated determined and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income as of the Company end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated, the fee will also become payable as of the effective date of such termination. The subordinated incentive fee on income for each quarter will be calculated as follows: — No subordinated incentive fee on income will be payable in any calendar quarter in which the immediately preceding calendar quarterpre-incentive fee net investment income does not exceed a quarterly return to stockholders of 2.00% per quarter on average adjusted capital (the “quarterly preferred return.”) — For any quarter in which pre-incentive fee net investment income exceeds 2.00% of average adjusted capital, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income. For this purpose, — “Pre-Incentive Fee Net Investment Incomeincentive fee net investment income” means is defined as interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from an investment) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (quarter, including the Base Management Fee, expenses payable under to the Administration Agreement (if in effect) and Company’s administrator, any interest expense and/or and dividends paid on any issued and outstanding debt or Preferred Interestspreferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued incentive fee net investment income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital gains appreciation or realized or unrealized lossesdepreciation. Pre-Incentive Fee Net Investment Income, expressed — Adjusted capital is defined as a rate of return on the value (a) cumulative proceeds generated from sales of the Company’s common stock, including proceeds from the distribution reinvestment plan, net assets at of sales loads (sales commissions and dealer manager fees) and (b) reduced for (i) distributions paid to stockholders that represent return of capital and (ii) amounts paid for share repurchases pursuant to the share repurchase program. The incentive fee on capital gains will be earned on investments sold and shall be determined and payable in arrears as of the end of each calendar year during which this Agreement is in effect. If this Agreement is terminated, the immediately preceding calendar quarter, shall be compared to a “hurdle rate” fee will also become payable as of 2.00% per quarterthe effective date of such termination. The Company shall pay the Adviser an Incentive Fee with respect fee is equal to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate of 2.00% but is less than 2.50% in any calendar quarter; and (3) 20% of realized capital gains, less the aggregate amount of the Company’s Pre-any previously paid incentive fee on capital gains. Incentive Fee Net Investment Incomefee on capital gains is equal to realized capital gains on a cumulative basis from inception, if any, that exceeds 2.50% in any calendar quarter. The portion computed net of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if all realized capital losses and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise directunrealized capital depreciation on a cumulative basis.

Incentive Fee. The Incentive Fee shall be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income of the Company for the immediately preceding calendar quarter. For this purpose, “Fund's "Pre-Incentive Fee Net Investment Income” " for the immediately preceding quarter. The payment of the Incentive Fee shall be subject to payment of a preferred return to investors each quarter, expressed as a quarterly rate of return on the average Adjusted Capital (as defined below) for the most recently completed calendar quarter, of 1.50% (6.00% annualized), subject to a "catch up" feature (as described below). For purposes of this fee, "Pre- Incentive Fee Net Investment Income" means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company Fund receives from an investmentportfolio companies) accrued during the calendar quarter, minus the Company’s Fund's operating expenses for the quarter (including the Base Management Fee, expenses payable reimbursed to the Adviser under the Administration Agreement (if in effect) Agreement, and any interest expense and/or dividends and distributions paid on any issued and outstanding debt or Preferred Interestspreferred shares, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital gains appreciation or realized or unrealized lossesdepreciation. Pre-For purposes of this fee, "Adjusted Capital" shall mean cumulative gross proceeds received by the Fund from the sale of Common Shares (including proceeds from the Fund's distribution reinvestment plan), reduced by amounts paid in connection with purchases of Common Shares pursuant to the Fund's share repurchase program. The calculation of the Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter. The Company shall pay the Adviser an Incentive Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in for each calendar quarter is as follows: (1A) no No Incentive Fee shall be payable to the Adviser in any calendar quarter in which the Company’s Pre-Fund's Pre- Incentive Fee Net Investment Income does not exceed 2.00%the preferred return rate of 1.50% (6.00% annualized) (the "Preferred Return") on Adjusted Capital; (2B) 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Fund's Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate of 2.00% Preferred Return but is less than 2.50or equal to 1.667% in any calendar quarter (6.667% annualized) shall be payable to the Adviser. This portion of the Fund's PreIncentive Fee Net Investment Income which exceeds the Preferred Return but is less than or equal to 1.667% is referred to as the "catch up." The "catch-up" provision is intended to provide the Adviser with an incentive fee of 10.0% on all of the Fund's Pre- Incentive Fee Net Investment Income when the Fund's Pre-Incentive Fee Net Investment Income reaches 1.667% in any calendar quarter; and 5 (3C) 2010.0% of the amount of the Company’s Fund's Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.501.667% in any calendar quarter. The portion quarter (6.667% annualized) shall be payable to the Adviser once the Preferred Return and catch-up have been achieved (10.0% of such all of the Fund's Pre-Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will Net Investment Income thereafter shall be paid allocated to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual). The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct4.