Common use of Company’s Costs Clause in Contracts

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all out-of-pocket costs and expenses of its operations and its transactions, including, but not limited to, expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market or industry research expenses; the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; management and incentive fees payable pursuant to this Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); expenses related to consummated or unconsummated investments, including out-of-pocket due diligence expenses and dead deal or broken deal expenses; rating agency expenses; fees to arrange debt financings for the Company; distributions on the Company’s shares; administration fees payable under the administration agreement (the “Administration Agreement”), by and between the Company and LS Administration LLC, a Delaware limited liability company (the “Administrator”); the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it, including the allocated costs of providing services to portfolio companies’ employees (including cost incurred by service providers); transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expenses; federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Company generally; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; the Company’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Company’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including, but not limited to, payments under the Administration Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, travel and the allocable portion of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Company. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its affiliates for all such costs and expenses that have been paid by the Adviser or its affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all out-of-pocket costs and expenses of its operations and its transactions, including, but not limited to, expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market or industry research expenses; the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; management and incentive fees payable pursuant to this Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); expenses related to consummated or unconsummated investments, including out-of-pocket due diligence expenses and dead deal or broken deal expenses; rating agency expenses; fees to arrange debt financings for the Company; distributions on the Company’s shares; administration fees payable under the administration agreement (the “Administration Agreement”), by and between the Company and LS Administration LLCBenefit Street Partners L.L.C., a Delaware limited liability company (the “Administrator”); the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it, including the allocated costs of providing services to portfolio companies’ employees (including cost incurred by service providers); transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expenses; federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Company generally; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; the Company’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Company’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including, but not limited to, payments under the Administration Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, travel and the allocable portion of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Company. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its affiliates for all such costs and expenses that have been paid by the Adviser or its affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its investment transactions including costs and expenses relating to: the Company’s initial organization costs and operating costs incurred prior to the filing of its election to be treated as a BDC; the costs associated with any offerings of the Company’s securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket costs and expenses of its operations and its transactionsexpenses, includingincluding travel expenses, but not limited to, expenses incurred by the Adviser and Adviser, or members of its investment team, or payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market or industry research expenses; the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; management and incentive fees payable pursuant to this Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); expenses related to consummated or unconsummated investments, including out-of-pocket due diligence expenses and dead deal or broken deal expenses; rating agency expenses; fees to arrange debt financings for the Company; distributions on the Company’s sharesrights; the Base Management Fee and any Incentive Fees payable under this Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under the administration agreement (the “Administration Agreement”)agreement, by and between the Company and LS Administration LLCKA Credit Advisors, a Delaware limited liability company LLC (in such capacity, the “Administrator”), dated as of February 5, 2021 (the “Administration Agreement”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Administrator Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, including the allocated costs of providing services to portfolio companies’ employees (including cost incurred by service providers)or associated with, making or holding investments; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expensesother compensation payable to brokers or dealers; federal and state registration fees; any exchange listing fees; U.S. federal, state, local, state and other local taxes; costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Company generally; independent directors’ director fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsfinancial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), 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 (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 expense for monitoring risk, compliance and overall investments; the Company’s fidelity bond, ; all costs associated with setting up special purpose vehicles; directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Company’s website; other operations and technology costs; direct costs fees and expenses of administrationassociated with independent audits, including printingagency, mailing, copying, telephone, fees of independent accountants consulting and outside legal costs; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s its business, including, but not limited to, including payments under the Administration Agreement for administrative services that shall be based upon the Company’s allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its administrative obligations under the Administration Agreement, including including, but not limited to rent, travel the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the cost costs of compensation paid to or distributions received by its Chief Financial Officer, Chief Compliance Officer, any of their respective 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 compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the CompanyXxxxxxxx-Xxxxx internal control assessments. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its affiliates for all such costs and expenses that have been paid by the Adviser or its affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its investment transactions including costs and expenses relating to: the Company’s initial organization costs and operating costs incurred prior to the filing of its election to be treated as a BDC; the costs associated with any offerings of the Company’s securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket costs and expenses of its operations and its transactionsexpenses, includingincluding travel expenses, but not limited to, expenses incurred by the Adviser and Adviser, or members of its investment team, or payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market or industry research expenses; the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; management and incentive fees payable pursuant to this Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); expenses related to consummated or unconsummated investments, including out-of-pocket due diligence expenses and dead deal or broken deal expenses; rating agency expenses; fees to arrange debt financings for the Company; distributions on the Company’s sharesrights; the Base Management Fee and any Incentive Fees payable under this Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under the administration agreement (the “Administration Agreement”)agreement, by and between the Company and LS Administration LLCKA Credit Advisors, a Delaware limited liability company LLC (in such capacity, the “Administrator”), dated as of the date hereof (the “Administration Agreement”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Administrator Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, including the allocated costs of providing services to portfolio companies’ employees (including cost incurred by service providers)or associated with, making or holding investments; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expensesother compensation payable to brokers or dealers; federal and state registration fees; any exchange listing fees; U.S. federal, state, local, state and other local taxes; costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Company generally; independent directors’ director fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsfinancial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), 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 (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 expense for monitoring risk, compliance and overall investments; the Company’s fidelity bond, ; all costs associated with setting up special purpose vehicles; directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Company’s website; other operations and technology costs; direct costs fees and expenses of administrationassociated with independent audits, including printingagency, mailing, copying, telephone, fees of independent accountants consulting and outside legal costs; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s its business, including, but not limited to, including payments under the Administration Agreement for administrative services that shall be based upon the Company’s allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its administrative obligations under the Administration Agreement, including including, but not limited to rent, travel the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the cost costs of compensation paid to or distributions received by its Chief Financial Officer, Chief Compliance Officer, any of their respective 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 compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the CompanyXxxxxxxx-Xxxxx internal control assessments. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its affiliates for all such costs and expenses that have been paid by the Adviser or its affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its investment transactions, including costs and expenses relating to: the Company’s initial organizational costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any offerings of the Company’s securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket costs expenses, including travel, lodging and expenses of its operations and its transactionsmeal expenses, including, but not limited to, expenses incurred by the Adviser and Adviser, or members of its investment team, or payable to third parties, including agentsin evaluating, consultants developing, negotiating, structuring and other advisors, in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market or industry research expenses; the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; management and incentive fees payable pursuant to this Agreement; fees payable to third partiesperforming due diligence on prospective portfolio companies, including agentsany investments that are not ultimately made (including, consultants without limitation, any reverse termination fees and other advisorsany liquidated damages, relating tocommitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or associated with, making investments, similar payments) and monitoring actual portfolio companies and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); expenses related to consummated or unconsummated investments, including out-of-pocket due diligence expenses and dead deal or broken deal expenses; rating agency expenses; fees to arrange debt financings for the Company; distributions on the Company’s sharesrights; the Base Management Fee (as defined below) and any Incentive Fees (as defined below) payable under this Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under the administration agreement (the “Administration Agreement”)agreement, by and between the Company and LS Administration LLCthe Administrator, a Delaware limited liability company dated as of [•], 2024 (the “AdministratorAdministration Agreement”)) and any sub-administration agreements, including related expenses; arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements; the allocated costs incurred by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, including or associated with, sourcing, evaluating, making, settling, clearing, monitoring, holding or disposing of prospective or actual investments; the allocated costs of providing associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services to portfolio companies’ employees (including cost used in making or holding investments and dues and expenses incurred by service providers)in connection with membership in industry or trade organizations; fees and expenses payable under any dealer manager agreements; escrow agent, distribution agent, transfer agent and custodial fees and expenses; costs of derivatives and hedging; commissions and other compensation payable to brokers or dealers; federal, state and local registration fees; any fees payable to rating agencies; the cost of effecting any sales and repurchases of the Company’s shares and other securities, including servicing fees; U.S. federal, state and local taxes; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; independent trustee fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the 1940 Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended, and applicable federal and state securities laws, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s shareholders (including printing and mailing costs), the costs of any shareholders’ meetings and the costs and expenses of preparations for the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expenses; federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Company generally; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SECefforts; the Company’s fidelity bond, directors and officers/errors and omissions liability insurance, and ; any other necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments; expenses relating payments or amounts payable pursuant to the development and maintenance of any agreement to provide indemnification entered into by the Company’s website); other operations direct fees and technology expenses associated with independent audits, agency, consulting and legal costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costswinding up; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including, but not limited to, including payments under the Administration Agreement based upon the Company’s allocable portion of compensation (including salaries, bonuses and benefits), overhead (including rent, office equipment and utilities) and reimbursing third-party expenses incurred by the Administrator’s overhead in performing its obligations Administrator under the Administration Agreement in carrying out its administrative services, including, but not limited to, the fees and expenses associated with performing compliance functions. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Company expenses set forth in Section 4(b) of Administration Agreement, including renton the other, travel and shall in no way be construed to limit the allocable portion responsibility of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the CompanyCompany for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its affiliates for all such costs and expenses that have been paid by the Adviser or its affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its investment transactions, including costs and expenses relating to: the Company’s initial organizational costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any offerings of the Company’s securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket costs expenses, including travel, entertainment, lodging and expenses of its operations and its transactionsmeal expenses, including, but not limited to, expenses incurred by the Adviser and Adviser, or members of its investment team, or payable to third parties, including agentsin evaluating, consultants developing, negotiating, structuring and other advisors, in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market or industry research expenses; the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; management and incentive fees payable pursuant to this Agreement; fees payable to third partiesperforming due diligence on prospective portfolio companies, including agentsany investments that are not ultimately made (including, consultants without limitation, any reverse termination fees and other advisorsany liquidated damages, relating tocommitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or associated with, making investments, similar payments) and monitoring actual portfolio companies and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); expenses related to consummated or unconsummated investments, including out-of-pocket due diligence expenses and dead deal or broken deal expenses; rating agency expenses; fees to arrange debt financings for the Company; distributions on the Company’s sharesrights; the Base Management Fee (as defined below) and any Incentive Fees (as defined below) payable under this Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under the administration agreement (the “Administration Agreement”)agreement, by and between the Company and LS Administration LLCMS Private Credit Administrative Services LLC (in such capacity, a Delaware limited liability company (the “Administrator”), dated as of November 4, 2021 (the “Administration Agreement”) and any sub-administration agreements, including related expenses; arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements; the allocated costs incurred by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, including or associated with, sourcing, evaluating, making, settling, clearing, monitoring, holding or disposing of prospective or actual investments; the allocated costs of providing associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services to portfolio companies’ employees (including cost used in making or holding investments and dues and expenses incurred by service providers)in connection with membership in industry or trade organizations; fees and expenses payable under any dealer manager agreements; escrow agent, distribution agent, transfer agent and custodial fees and expenses; costs of derivatives and hedging; commissions and other compensation payable to brokers or dealers; federal, state and local registration fees; any fees payable to rating agencies; the cost of effecting any sales and repurchases of the Company’s units and other securities, including servicing fees; U.S. federal, state and local taxes; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; independent director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the 1940 Act, the Sxxxxxxx-Xxxxx Act of 2002, as amended, and applicable federal and state securities laws, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s unitholders (including printing and mailing costs), the costs of any unitholders’ meetings and the costs and expenses of preparations for the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expenses; federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Company generally; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SECefforts; the Company’s fidelity bond, directors and officers/errors and omissions liability insurance, and ; any other necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments; expenses relating payments or amounts payable pursuant to the development and maintenance of any agreement to provide indemnification entered into by the Company’s website); other operations direct fees and technology expenses associated with independent audits, agency, consulting and legal costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costswinding up; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including, but not limited to, including payments under the Administration Agreement based upon the Company’s allocable portion of the Administratorcompensation paid to the Company’s overhead in performing its obligations Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator under the Administration Agreement in carrying out its administrative services, including, but not limited to, the fees and expenses associated with performing compliance functions. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Company expenses set forth in Section 4(b) of Administration Agreement, including renton the other, travel and shall in no way be construed to limit the allocable portion responsibility of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the CompanyCompany for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its affiliates for all such costs and expenses that have been paid by the Adviser or its affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its investment transactions including costs and expenses relating to: the Company’s initial organization costs and operating costs incurred prior to the filing of its election to be treated as a BDC, provided however, the Company shall not bear more than $500,000 in organizational expenses incurred prior to its election to be treated as a BDC; the costs associated with any offerings of the Company’s securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket costs and expenses of its operations and its transactionsexpenses, includingincluding travel expenses, but not limited to, expenses incurred by the Adviser and Adviser, or members of its investment team, or payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market or industry research expenses; the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; management and incentive fees payable pursuant to this Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); expenses related to consummated or unconsummated investments, including out-of-pocket due diligence expenses and dead deal or broken deal expenses; rating agency expenses; fees to arrange debt financings for the Company; distributions on the Company’s sharesrights; the Management Fee payable under this Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under the administration agreement (the “Administration Agreement”)agreement, by and between the Company and LS Administration LLCKA Credit Advisors II, a Delaware limited liability company LLC (in such capacity, the “Administrator”), dated as of the date hereof (the “Administration Agreement”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Administrator Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, including the allocated costs of providing services to portfolio companies’ employees (including cost incurred by service providers)or associated with, making or holding investments; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expensesother compensation payable to brokers or dealers; federal and state registration fees; any exchange listing fees; U.S. federal, state, local, state and other local taxes; costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Company generally; independent directors’ director fees and expenses; provided, including any legal counsel or other advisors retained byhowever, that if the Company incurs more than $200,000 in director fees and expenses annually, the Adviser shall reimburse the Company for the portion of such fees that exceed $200,000 (the “Board Expense Cap”); provided further that the Adviser and the Initial Investors (as defined in the Registration Statement) shall renegotiate in good faith a revised amount of the Board Expense Cap if either (i) the Company’s stockholders give notice for purposes of proposing a stockholder director nominee and such nominee is elected as a new director of the Company, as provided in the Company’s bylaws, or at (ii) the discretion or for Company’s stockholders exercise their right to remove a director, and such director is removed as a director of the benefit ofCompany, as provided in the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and noticesCompany’s bylaws; costs of preparing government filingsfinancial statements and maintaining books and records; costs of preparing tax returns; costs of compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”); and attestation costs 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 (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 expense for monitoring risk, compliance and overall investments; the Company’s fidelity bond, ; all costs associated with setting up special purpose vehicles; directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Company’s website; other operations and technology costs; direct costs fees and expenses of administrationassociated with independent audits, including printingagency, mailing, copying, telephone, fees of independent accountants consulting and outside legal costs; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s its business, including, but not limited to, including payments under the Administration Agreement for administrative services that shall be based upon the Company’s allocable portion of expenses incurred by the Administrator’s overhead Administrator in performing its administrative obligations under the Administration Agreement, including rentincluding, travel but not limited to third-party fees and expenses associated with performing compliance functions, and any external audit staff, to the allocable portion of the cost of extent external audit performs a role in the Company’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the CompanyXxxxxxxx-Xxxxx internal control assessments. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its affiliates for all such costs and expenses that have been paid by the Adviser or its affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall will bear all costs and expenses of its investment operations and its investment transactions, including fees, costs and expenses relating to: the Company’s initial organization costs and operating costs incurred prior to the filing of its election to be treated as a BDC; the costs associated with any offerings of the Company’s securities; costs of obtaining ratings on the Company’s investments; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket costs and expenses of its operations and its transactionsexpenses, includingincluding travel expenses, but not limited to, expenses incurred by the Adviser and Adviser, or members of its investment team, or payable to third parties, including agents, consultants and other advisors, parties in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market or industry research expenses; the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; management and incentive fees payable pursuant to this Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); expenses related to consummated or unconsummated investments, including out-of-pocket due diligence expenses and dead deal or broken deal expenses; rating agency expenses; fees to arrange debt financings for the Company’s rights; the Base Management Fee (as defined below) and any incentive fees payable under this Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under the administration agreement (the “Administration Agreement”)agreement, by and between the Company and LS Administration LLC, a Delaware limited liability company State Street Bank and Trust Company (the “Administrator”), dated as of the date hereof (as may be amended from time to time in accordance with its terms, the “Administration Agreement”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements, including structuring expenses, legal costs and rating agency fees; reimbursement of expenses under the allocated costs incurred administrative support agreement, by and among the Administrator in Company, First Eagle Investment Management, LLC and First Eagle Private Credit, LLC, for providing certain additional administrative, accounting, operations, compliance and other services, including providing managerial assistance to those portfolio companies that request itit(for clarity, other than investment personnel costs as covered in Section 2(a) above); amounts payable to third parties relating to, or associated with, making or holding investments, including placement fees, structuring expenses and legal costs; cost and expenses relating to any special purpose vehicles held by the allocated costs of providing services to portfolio companies’ employees (including cost incurred by service providers)Company; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expensesother compensation payable to brokers or dealers; federal and state registration fees; any exchange listing fees; U.S. federal, state, local, state and other local taxes; costs fees and expenses incurred in relation to compliance of directors that are not affiliated with applicable laws and regulations and the operation and administration of the Company generally; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and noticesAdviser; costs of preparing government filingsfinancial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), 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 shareholders (including printing and mailing costs), the costs of any shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Company’s fidelity bond, directors and officers/errors and omissions liability insurance, and ; any other necessary insurance premiums; indemnification payments; expenses relating to costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the development business of the Company and maintenance the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Company’s website; other operations rights against any person and technology costs; direct costs and indemnification or contribution expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred payable by the Company or to any person and other extraordinary expenses not incurred in the Administrator in connection with administering ordinary course of the Company’s business; and direct fees and expenses associated with independent audits, agency, consulting, information technology and legal costs. The Adviser will not be required to pay expenses of activities which are required in order to sell shares of the Company, including, but not limited to, payments under all costs and expenses associated with the Administration Agreement based upon the Company’s allocable portion preparation and distribution of the Administrator’s overhead in performing its obligations under the Administration Agreementan offering memorandum, including renta subscription agreement, travel and the allocable portion of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffsif applicable, including operations and tax professionals, and administrative staff providing support services in respect of the Companya registration statement or a shareholder application form. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its affiliates Affiliates (as defined below) may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its affiliates Affiliates for all such costs and expenses that have been paid by the Adviser or its affiliates Affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its investment transactions, including costs and expenses relating to: the Company’s initial organizational costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any offerings of the Company’s securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket costs expenses, including travel, entertainment, lodging and expenses of its operations and its transactionsmeal expenses, including, but not limited to, expenses incurred by the Adviser and Adviser, or members of its investment team, or payable to third parties, including agentsin evaluating, consultants developing, negotiating, structuring and other advisors, in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market or industry research expenses; the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; management and incentive fees payable pursuant to this Agreement; fees payable to third partiesperforming due diligence on prospective portfolio companies, including agentsany investments that are not ultimately made (including, consultants without limitation, any reverse termination fees and other advisorsany liquidated damages, relating tocommitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or associated with, making investments, similar payments) and monitoring actual portfolio companies and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); expenses related to consummated or unconsummated investments, including out-of-pocket due diligence expenses and dead deal or broken deal expenses; rating agency expenses; fees to arrange debt financings for the Company; distributions on the Company’s sharesrights; the Base Management Fee (as defined below) and any Incentive Fees (as defined below) payable under this Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under the administration agreement (the “Administration Agreement”)agreement, by and between the Company and LS Administration LLCMS Private Credit Administrative Services LLC (in such capacity, a Delaware limited liability company (the “Administrator”), dated as of January 31, 2023 (the “Administration Agreement”) and any sub-administration agreements, including related expenses; arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements; the allocated costs incurred by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, including or associated with, sourcing, evaluating, making, settling, clearing, monitoring, holding or disposing of prospective or actual investments; the allocated costs of providing associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services to portfolio companies’ employees (including cost used in making or holding investments and dues and expenses incurred by service providers)in connection with membership in industry or trade organizations; fees and expenses payable under any dealer manager agreements; escrow agent, distribution agent, transfer agent and custodial fees and expenses; costs of derivatives and hedging; commissions and other compensation payable to brokers or dealers; federal, state and local registration fees; any fees payable to rating agencies; the cost of effecting any sales and repurchases of the Company’s units and other securities, including servicing fees; U.S. federal, state and local taxes; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; independent director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the 1940 Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended, and applicable federal and state securities laws, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s unitholders (including printing and mailing costs), the costs of any unitholders’ meetings and the costs and expenses of preparations for the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expenses; federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Company generally; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SECefforts; the Company’s fidelity bond, directors and officers/errors and omissions liability insurance, and ; any other necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments; expenses relating payments or amounts payable pursuant to the development and maintenance of any agreement to provide indemnification entered into by the Company’s website); other operations direct fees and technology expenses associated with independent audits, agency, consulting and legal costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costswinding up; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including, but not limited to, including payments under the Administration Agreement based upon the Company’s allocable portion of the Administratorcompensation paid to the Company’s overhead in performing its obligations Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator under the Administration Agreement in carrying out its administrative services, including, but not limited to, the fees and expenses associated with performing compliance functions. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Company expenses set forth in Section 4(b) of Administration Agreement, including renton the other, travel and shall in no way be construed to limit the allocable portion responsibility of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the CompanyCompany for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its affiliates for all such costs and expenses that have been paid by the Adviser or its affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all out-of-pocket costs and expenses of its investment operations and its investment transactions, including, but not limited without limitation, costs and expenses relating to, expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market or industry research expenses; the cost of calculating : the Company’s net asset valueinitial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the cost of effecting sales and repurchases of shares costs associated with any public or private offerings of the Company’s common stock and other securities; management calculating individual asset values and incentive fees payable pursuant to this Agreementthe Company’s net asset value (including the cost and expenses of any third-party valuation services); fees out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, including agents, consultants performing due diligence on prospective portfolio companies and other advisors, relating to, or associated with, making investments, monitoring actual portfolio companies and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); expenses related to consummated or unconsummated investments, including out-of-pocket due diligence expenses and dead deal or broken deal expenses; rating agency expenses; fees to arrange debt financings for the Company; distributions on the Company’s sharesrights; the Base Management Fee and Incentive Fee (each as defined below) payable under this Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under the administration agreement (the “Administration Agreement”)agreement, by and between the Company and LS Administration LLC[●] (in such capacity, a Delaware limited liability company (the “Administrator”), dated as of [●], 2020 (the “Administration Agreement”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; and the allocated costs incurred by the Administrator Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, including or associated with, making or holding investments; the allocated costs of providing associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services to portfolio companies’ employees (including cost incurred by service providers)used in making or holding investments; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expensesother compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing feesfees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the Company’s common stock and other securities; U.S. federal, state, local, state and other local taxes; costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Company generally; independent directors’ director fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsfinancial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic without limitation registration and current reports with listing fees, and the SECcompensation and expenses 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 (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 expense for monitoring risk, compliance and overall investments; the Company’s fidelity bond, directors and officers/errors and omissions liability insurance, and ; any other necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments; expenses relating payments or amounts payable pursuant to the development and maintenance of any agreement to provide indemnification entered into by the Company’s website); other operations direct fees and technology expenses associated with independent audits, agency, consulting and legal costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costswinding up; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including, but not limited to, including payments under the Administration Agreement based upon the Company’s allocable portion of the Administratorcompensation paid to, or distributions received by, the Company’s overhead Chief Financial Officer and Chief Compliance Officer, their respective staff who provide services to the Company and any internal audit staff, to the extent internal audit performs a role in performing the Company’s internal control assessments and reimbursing third-party expenses incurred by the Administrator in carrying out its obligations administrative services under the Administration Agreement, including including, but not limited to rent, travel the fees and expenses associated with performing compliance functions. The presence of an item in or its absence from the foregoing list, on the one hand, and the allocable portion list of Company expenses set forth in Section 4(b) of Administration Agreement, on the other, shall in no way be construed to limit the responsibility of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the CompanyCompany for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its affiliates for all such costs and expenses that have been paid by the Adviser or its affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser Advisor as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the AdviserAdvisor, shall bear all costs and expenses of its investment operations and its investment transactions, including, without limitation, costs and expenses relating to: the Company’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the Company’s common shares and other securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket costs and expenses of its operations and its transactionsexpenses, includingincluding travel expenses, but not limited to, expenses incurred by the Adviser and Advisor, or members of its investment team, or payable to third parties, including agents, consultants performing due diligence on prospective portfolio companies and other advisors, in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market or industry research expenses; the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; management and incentive fees payable pursuant to this Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, actual portfolio companies and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); expenses related to consummated or unconsummated investments, including out-of-pocket due diligence expenses and dead deal or broken deal expenses; rating agency expenses; fees to arrange debt financings for the Company; distributions on the Company’s sharesrights; the Base Management Fee and Incentive Fee (each as defined below) payable under this Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under the administration agreement (the “Administration Agreement”)agreement, by and between the Company and LS Administration LLCCenterbridge Services Group, a Delaware limited liability company LLC (in such capacity, the “Administrator”), dated as of January 5, 2024 (the “Administration Agreement”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; and the allocated costs incurred by the Administrator Advisor in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, including or associated with, making or holding investments; the allocated costs of providing associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services to portfolio companies’ employees (including cost incurred by service providers)used in making or holding investments; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expensesother compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing feesfees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the Company’s common shares and other securities; U.S. federal, state, local, state and other local taxes; costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Company generally; independent directors’ trustee fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsfinancial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic without limitation registration and current reports with listing fees, and the SECcompensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s shareholders (including printing and mailing costs), the costs of any shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Company’s fidelity bond, directors and officers/errors and omissions liability insurance, and ; any other necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments; expenses relating payments or amounts payable pursuant to the development and maintenance of any agreement to provide indemnification entered into by the Company’s website); other operations direct fees and technology expenses associated with independent audits, agency, consulting and legal costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costswinding up; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including, but not limited to, including payments under the Administration Agreement based upon the Company’s allocable portion of the Administratorcompensation paid to, or distributions received by, the Company’s overhead Chief Financial Officer and Chief Compliance Officer, their respective staff who provide services to the Company and any internal audit staff, to the extent internal audit performs a role in performing the Company’s internal control assessments and reimbursing third-party expenses incurred by the Administrator in carrying out its obligations administrative services under the Administration Agreement, including including, but not limited to rent, travel the fees and expenses associated with performing compliance functions. The presence of an item in or its absence from the foregoing list, on the one hand, and the allocable portion list of Company expenses set forth in Section 4(b) of Administration Agreement, on the other, shall in no way be construed to limit the responsibility of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the CompanyCompany for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser Advisor or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser Advisor or its affiliates for all such costs and expenses that have been paid by the Adviser Advisor or its affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its investment transactions, including costs and expenses relating to: the Company’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any private offerings of the Company’s common stock, preferred stock and other securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket costs and expenses of its operations and its transactionsexpenses, includingincluding travel expenses, but not limited to, expenses incurred by the Adviser and Adviser, or members of its investment team, or payable to third parties, including agents, consultants performing due diligence on prospective portfolio companies and other advisors, in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market or industry research expenses; the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; management and incentive fees payable pursuant to this Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, actual portfolio companies and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); expenses related to consummated or unconsummated investments, including out-of-pocket due diligence expenses and dead deal or broken deal expenses; rating agency expenses; fees to arrange debt financings for the Company; distributions on the Company’s sharesrights; the Base Management Fee (as defined below) payable under this Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under the administration agreement (the “Administration Agreement”)agreement, by and between the Company and LS Administration LLCMS BDC Administrative Services LLC (in such capacity, a Delaware limited liability company (the “Administrator”), dated as of September 24, 2020 (the “Administration Agreement”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings, senior securities or other financing arrangements; the allocated costs incurred by the Administrator Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, including or associated with, making or holding investments; the allocated costs of providing associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services to portfolio companies’ employees (including cost incurred by service providers)used in making or holding investments; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expensesother compensation payable to brokers or dealers; federal and state registration fees; any exchange listing feesfees payable to rating agencies; U.S. federal, state, local, state and other local taxes; costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Company generally; independent directors’ director fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsfinancial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration fees, and current reports with 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 (including printing and mailing costs), the costs of any stockholders’ meetings and the costs and expenses of preparations for the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Company’s fidelity bond, directors and officers/errors and omissions liability insurance, and ; any other necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments; expenses relating payments or amounts payable pursuant to the development and maintenance of any agreement to provide indemnification entered into by the Company’s website); other operations direct fees and technology expenses associated with independent audits, agency, consulting and legal costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costswinding up; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including, but not limited to, including payments under the Administration Agreement based upon the Company’s allocable portion of the Administratorcompensation paid to the Company’s overhead Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in performing carrying out its obligations administrative services under the Administration Agreement, including rentincluding, travel but not limited to the fees and expenses associated with performing compliance functions. The presence of an item in or its absence from the foregoing list, on the one hand, and the allocable portion list of Company expenses set forth in Section 4(b) of Administration Agreement, on the other, shall in no way be construed to limit the responsibility of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the CompanyCompany for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its affiliates for all such costs and expenses that have been paid by the Adviser or its affiliates on behalf of the Company.

Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its investment transactions, including costs and expenses relating to: the Company’s initial organizational costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any offerings of the Company’s common units and any other securities offerings; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket costs and expenses of its operations and its transactionsexpenses, including, but not limited to, including travel expenses incurred by the Adviser and Adviser, or members of its investment team, or payable to third parties, including agentsin evaluating, consultants developing, negotiating, structuring and other advisors, in monitoring the financial and legal affairs of the Company, news and quotation subscriptions, and market or industry research expenses; the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; management and incentive fees payable pursuant to this Agreement; fees payable to third partiesperforming due diligence on prospective portfolio companies, including agentsany investments that are not ultimately made (including, consultants without limitation, any reverse termination fees and other advisorsany liquidated damages, relating tocommitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or associated with, making investments, similar payments) and monitoring actual portfolio companies and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); expenses related to consummated or unconsummated investments, including out-of-pocket due diligence expenses and dead deal or broken deal expenses; rating agency expenses; fees to arrange debt financings for the Company; distributions on the Company’s sharesrights; the Base Management Fee (as defined below) and any Incentive Fees (as defined below) payable under this Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under the administration agreement (the “Administration Agreement”)agreement, by and between the Company and LS Administration LLCMS Private Credit Administrative Services LLC (in such capacity, a Delaware limited liability company (the “Administrator”), dated as of October 19, 2021 (the “Administration Agreement”) and any sub-administration agreements, including related expenses; arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements; the allocated costs incurred by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, including or associated with, sourcing, evaluating, making, holding, settling, clearing, monitoring, holding or disposing of prospective or actual investments; the allocated costs of providing associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services to portfolio companies’ employees (including cost used in making or holding investments; and dues and expenses incurred by service providers)in connection with membership in industry or trade organizations; distribution payment agent, transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expenses; federal costs of derivatives and hedging; federal, state and local registration fees; any exchange listing feesfees payable to rating agencies; U.S. federal, state, local, state and other local taxes; costs and expenses incurred in relation connection with the formation or maintenance of entities or vehicles to compliance with applicable laws and regulations and hold the operation and administration of the Company generallyCompany’s assets for tax or other purposes; independent directors’ director fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsfinancial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the 1940 Act, the Sxxxxxxx-Xxxxx Act of 2002, as amended, and applicable federal and state securities laws, 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 the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s unitholders (including printing and current reports with mailing costs), the SECcosts of any unitholders’ meetings and the costs and expenses of preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Company’s fidelity bond, directors and officers/errors and omissions liability insurance, and ; any other necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments; expenses relating payments or amounts payable pursuant to the development and maintenance of any agreement to provide indemnification entered into by the Company’s website); other operations direct fees and technology expenses associated with independent audits, agency, consulting and legal costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costswinding up; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s businessbusiness and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under the Administration Agreement, including, but not limited to, payments under the Administration Agreement based upon fees and expenses associated with performing compliance functions. The presence of an item in or its absence from the Company’s allocable portion foregoing list, on the one hand, and the list of the Administrator’s overhead Company expenses set forth in performing its obligations under the Section 4(b) of Administration Agreement, including renton the other, travel and shall in no way be construed to limit the allocable portion responsibility of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the CompanyCompany for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its affiliates for all such costs and expenses that have been paid by the Adviser or its affiliates on behalf of the Company.