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

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities). The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): the cost of its organization and any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall apply.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in its capacity as the administratorproviding investment advisory and management services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): limitation except as noted) those relating to: the cost Company’s initial organization costs and offering costs incurred prior to the filing of its organization and any offeringselection to be treated as a BDC (the amount in excess of $1,500,000 to be paid by the Adviser); the cost of calculating its net asset value, including the cost of costs associated with any third-party valuation services; the cost of effecting any sales and repurchases offerings of the Common Stock Company’s common stock and other securities; fees calculating individual asset values and the Company’s net asset value (including the cost and expenses payable under of any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingindependent valuation firms); expenses, including travel expenseexpenses, incurred by the Adviser, or members of the Investment Teamits investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; the base management fee and any incentive fees payable 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”) between the Company and Carlyle GMS Finance Administration, L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes, including any excise taxes; independent directors’ director fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC Securities and Exchange Commission (the “SEC”) (or other regulatory bodies) ), and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs), the costs of any stockholder or director stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to brokers or dealersthe filing of the Company’s election to be treated as a BDC; research and market data; the Company’s fidelity bond, ; directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs of winding up; costs and all other expenses incurred by either the Administrator or the Company in connection with administering its business, including payments under the formation or maintenance of entities or vehicles Administration Agreement for administrative services that will be equal to hold an amount that reimburses the Administrator for its costs and expenses and the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance allocable portion of overhead incurred by the Administrator in performing its obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained hereinAdministration Agreement, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the including, compensation paid to or compensatory distributions received by the Adviser its officers (or including its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and Chief Compliance Officer) and any of their respective staffs (based on a percentage of time such individuals devotestaff who provide services to the Company, on an estimated basisoperations staff who provide services to the Company, and any internal audit staff, to the business affairs of extent internal audit performs a role in the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non’s Xxxxxxxx-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applyXxxxx internal control assessment.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or Section 2 of the Agreement is hereby deleted in its entirety and replaced with the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (following: All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in its capacity as the administratorproviding investment advisory and management services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): limitation except as noted) those relating to: the cost of its organization and any offerings, subject to a cap of 1.50% of the Company’s total capital commitments (the “Capital Commitments”); the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager or placement agent agreements, if any; administration fees payable under the administration agreement (the “Administration Agreement”) between the Company and BC Partners Management LLC (the “Administrator”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred by either the Administrator or the Company in connection with administering the Company’s business, including payments under the Administration Agreement for administrative services that will be equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including, the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall may reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For .) If actual organization and offering costs incurred exceed 1.50% of the avoidance of doubtCompany’s total Capital Commitments, the Adviser shall or its affiliates will bear the excess costs. To the extent the Company’s Capital Commitments later increase, the Adviser or its affiliates may be solely responsible reimbursed for any placement or “finder’s” fees payable to placement agents engaged past payments of excess organization and offering costs made on the Company’s behalf provided that the total organization and offering costs borne by the Company do not exceed 1.50% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in connection with an offering by a placement agent or similar party will not be considered organization or offering expenses of the offering Company for purposes of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering ’s cap on organization and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applyoffering expenses.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated that certain Administration Agreement Agreement, dated as of July 27, 2021, as may be amended from time to time (the “Administration Agreement”), dated May 18, 2021, ) by and between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities). The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): the cost of its organization and any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock its common stock and other securities; fees and expenses payable under any dealer manager underwriting agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expenseexpenses, incurred by the Adviser, or members of the Investment Teaminvestment team, or payable to third third-parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; costs, including legal fees, associated with compliance under cannabis laws; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone mailing and staff; fees and expenses associated with independent audits, and outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall apply.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (All personnel of the Adviser, when and to the extent engaged in its capacity as the administratorproviding investment advisory services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will shall bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): ) fees and expenses relating to: organizational and offering expenses; the cost investigation and monitoring of its organization and any offeringsthe Company’s investments; the cost of calculating its the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of shares of the Common Stock Company’s common stock and other securities; management and incentive fees and expenses payable under any dealer manager agreements, if anypursuant to the investment advisory agreement; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or fees payable to third partiesparties relating to, performing due diligence on prospective portfolio companies andor associated with, if necessary, enforcing the Company’s rightsmaking investments and valuing investments (including third-party valuation firms); transfer agent and custodial fees; fees and expenses associated with marketing effortsefforts (including attendance at investment conferences and similar events); federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agenciesfees; federal, state and local taxes; independent directors’ fees and expenses (including certain travel expensesfees paid to Mr. Toll, who, although is not considered an independent director, receives the same fees as an independent director); brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing financial statements government filings, including periodic and maintaining books and records and filing current reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market dataSEC; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone independent accountants and staff; fees and expenses associated with independent audits, outside legal costs and consulting costs; costs of winding up; costs all other direct expenses incurred by either the Company’s investment adviser or the Company in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or business, including payments under the administration agreement that will be based upon the Company’s allocable portion of overhead and other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance incurred by the Company’s administrator, FSC, Inc. in performing its obligations under the Advisers Act administration agreement and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to of the Company’s Chief Compliance Officer chief financial officer and Chief Financial Officer chief compliance officer, and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applystaffs.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18[ ], 20212016, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities). The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): the cost of its organization and any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall apply.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Amended providing investment advisory and Restated Administration Agreement (the “Administration Agreement”)management services hereunder, dated May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): ) those relating to: organizational and offering expenses; the cost investigation and monitoring of its organization and any offeringsthe Company’s investments; the cost of calculating its the Company’s net asset value, including the cost of any third-party valuation services; interest payable on debt, if any, to finance the Company’s investments; the cost of effecting any sales and repurchases of the Common Stock shares of New Mountain Finance’s common stock and other securities; management and incentive fees and expenses payable under any dealer manager agreements, if anypursuant to this Agreement; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or fees payable to third partiesparties relating to, performing due diligence on prospective portfolio companies andor associated with, if necessary, enforcing the Company’s rightsmaking investments and valuing investments (including third-party valuation firms); transfer agent and custodial fees; fees and expenses associated with marketing effortsefforts (including attendance at investment conferences and similar events); federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agenciesfees; U.S. federal, state state, local and local foreign taxes; independent directors’ fees and expenses including certain travel expenses; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing financial statements government filings, including periodic and maintaining books and records and filing current reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staffSEC; fees and expenses associated with independent audits, audits and outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers 1940 Act and applicable federal and state securities laws. Notwithstanding anything to ; fidelity bond, liability insurance and other insurance premiums; and printing, mailing, independent accountants and outside legal costs and all other direct expenses incurred by either the contrary contained hereinAdviser, New Mountain Finance or the Company in connection with administering New Mountain Finance’s and the Company’s business, including payments under the administration agreement between New Mountain Finance, the Company shall reimburse and New Mountain Finance Administration, LLC (the Adviser (or “Administrator”) based upon New Mountain Finance’s and the Company’s allocable portion of overhead and other expenses incurred by the Administrator in performing its affiliates) for an obligations to New Mountain Finance and the Company under the administration agreement, including the allocable portion of the compensation paid by the Adviser (or its affiliates) to of New Mountain Finance’s and the Company’s Chief Compliance Officer chief financial officer and Chief Financial Officer chief compliance officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applystaffs.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (All personnel of the Adviser, when and to the extent engaged in its capacity as the administratorproviding investment advisory services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rentAdviser, office equipment and utilities)not by the Company. The Company will bear shall be responsible for all other costs and expenses of its operations, administration operations and transactions, including (without limitation): the cost of its ) those relating to: organization and any offeringsoffering; calculating the cost of calculating its Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of shares of the Common Stock Company’s common stock and other securities; investment advisory fees; fees payable to third parties relating to, or associated with, making investments (in each case subject to approval of the Company’s Board ) including fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, associated with performing due diligence on reviews of prospective portfolio companies and, if necessary, enforcing the Company’s rightsinvestments; transfer agent and custodial fees; fees costs and expenses relating to marketing and advertising the Company, including without limitation sponsorship of industry events, attendance at industry conferences and travel and entertainment costs associated with marketing effortsmeeting relevant investors and prospective portfolio companies (to the extent not reimbursed by such companies); the salary, bonus and benefits payable to the Company’s Chief Financial Officer, Chief Compliance Officer, Controller and administrative support staff; federal and state registration fees, ; all costs of registration and listing the Company’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses including certain travel expenses; costs of preparing financial statements proxy statements, stockholders’ reports and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market datanotices; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including such as printing, mailing, long distance telephone telephone, staff, independent auditors and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained hereinbusiness, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applyincluding rent.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in its capacity as the administratorproviding investment advisory and management services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will shall bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): limitation except as noted) those relating to: the cost Company’s initial organization costs and offering costs incurred prior to the filing of its organization and any offeringselection to be regulated as a BDC (the amount in excess of $1,500,000 to be paid by the Adviser); the cost of calculating its net asset value, including the cost of costs associated with any third-party valuation services; the cost of effecting any sales and repurchases offerings of the Common Stock Company’s common stock and other securities; fees calculating individual asset values and the Company’s net asset value (including the cost and expenses payable under of any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingindependent valuation firms); expenses, including travel expenseexpenses, incurred by the Adviser, or members of the Investment Teamits investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; the base management fee and any incentive fees payable 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”) between the Company and Carlyle Global Credit Administration L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes, including any excise taxes; independent directors’ director fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) ), and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs), the costs of any stockholder or director stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to brokers or dealersthe filing of the Company’s election to be regulated as a BDC; research and market data; the Company’s fidelity bond, ; directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs of winding up; costs and all other expenses incurred by either the Administrator or the Company in connection with administering its business, including payments under the formation or maintenance of entities or vehicles Administration Agreement for administrative services that will be equal to hold an amount that reimburses the Administrator for its costs and expenses and the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance allocable portion of overhead incurred by the Administrator in performing its obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained hereinAdministration Agreement, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the including, compensation paid to or compensatory distributions received by the Adviser its officers (or including its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and Chief Compliance Officer) and any of their respective staffs (based on a percentage of time such individuals devotestaff who provide services to the Company, on an estimated basisoperations staff who provide services to the Company, and any -3- internal audit staff, to the business affairs of extent internal audit performs a role in the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non’s Xxxxxxxx-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applyXxxxx internal control assessment.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Amended providing investment advisory and Restated Administration Agreement (the “Administration Agreement”)management services hereunder, dated May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): ) those relating to: the cost of its organization and any offeringsCompany’s organization; calculating the cost of calculating its Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock Company’s shares and other securities; fees and expenses interest payable under any dealer manager agreementson debt, if any, to finance the Company’s investments; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, monitoring the Company’s financial and legal affairs for the Company, providing administrative services, monitoring the Company’s investments and evaluating and making investments, including fees and expenses associated with performing due diligence on reviews of prospective portfolio companies and, if necessary, enforcing the Company’s rightsinvestments and advisory fees; transfer agent and custodial fees; fees and expenses associated with marketing efforts; costs associated with the Company’s reporting and compliance obligations under the Investment Company Act, the Securities Exchange Act of 1934 and other applicable federal and state registration feessecurities laws, any and ongoing stock exchange listing fees and fees payable to rating agenciesfees; federal, state and local taxes; independent directors’ fees and expenses expenses; brokerage commissions, including certain travel expensesprinting costs; costs of preparing financial statements and maintaining books and records and filing proxy statements, stockholders’ reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and communications with stockholders; the compensation of professionals responsible for the preparation Company’s allocable portion of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors directors’ and officers officers’ liability insurance, errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, audits and outside legal and consulting costs; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and BC Partners Management LLC (the “Administrator”), the Company’s administrator; federal and state registration fees; all costs of winding upregistration and listing the Company’s shares on any securities exchange; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, Administration Agreement between the Company shall reimburse and the Adviser (or its affiliates) for an Administrator based upon the Company’s allocable portion of the Administrator’s overhead and other expenses associated with performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and the allocable portion of the costs of compensation paid by the Adviser (or its affiliates) to and related expenses of the Company’s Chief Compliance Officer chief compliance officer and Chief Financial Officer chief financial officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company)administrative support staffs. For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by parties agree that the Company or its affiliates in connection will bear all expenses associated with contractual obligations of the offering of securities by the Company. In addition Company existing prior to the compensation paid to the Adviser pursuant to Section 3effective date of this Agreement, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applyincluding those that may become unnecessary or redundant but cannot be terminated.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Amended providing investment advisory and Restated Administration Agreement (the “Administration Agreement”)management services hereunder, dated May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): the cost of its ) those relating to: organization and any offeringsoffering; calculating the cost of calculating its Company’s total net asset value, assets (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; sales and purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and Solar Capital Management, LLC (the “Administrator”), the Company’s administrator; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees, ; all costs of registration and listing the Company’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) Securities and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoingExchange Commission; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs), ; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, Administration Agreement between the Company shall reimburse and the Adviser (or its affiliates) for an Administrator based upon the Company’s allocable portion of the compensation paid by Administrator’s overhead in performing its obligations under the Adviser (or its affiliates) to Administration Agreement, including rent and the allocable portion of the cost of the Company’s Chief Compliance Officer chief compliance officer and Chief Financial Officer chief financial officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applystaffs.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18June 4, 20212020, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities). The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): the cost of its organization and any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment TeamTeam (defined below), or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and listing feeslicenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall apply.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in its capacity as the administratorproviding investment advisory and management services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of the Adviser (including rent, office equipment and utilities)) of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Company. The Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): limitation except as noted) those relating to: the cost of its organization and any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock Company’s common stock and other securities; fees and expenses payable under any dealer manager or placement agent agreements, if any; administration fees payable under the administration agreement (the “Administration Agreement”) between the Company and BC Partners Management LLC (the “Administrator”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC Securities and Exchange Commission (the “SEC”) (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred by either the Administrator or the Company in connection with administering the Company’s business, including payments under the Administration Agreement for administrative services that will be equal to an amount that reimburses the Administrator for its costs and expenses and the Company's allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including, the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall may reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall apply.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18August 10, 20212018, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities). The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): the cost of its organization and any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and listing feeslicenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall apply.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in its capacity as the administratorproviding investment advisory and management services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): limitation except as noted) those relating to: the cost Company’s initial organization costs and offering costs incurred prior to the filing of its organization and any offeringselection to be treated as a BDC (the amount in excess of $750,000 to be paid by the Adviser); the cost of calculating its net asset value, including the cost of costs associated with any third-party valuation services; the cost of effecting any sales and repurchases offerings of the Common Stock Company’s common stock and other securities; fees calculating individual asset values and the Company’s net asset value (including the cost and expenses payable under of any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingindependent valuation firms); expenses, including travel expenseexpenses, incurred by the Adviser, or members of the Investment Teamits investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; the base management fee 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”) between the Company and Carlyle GMS Finance Administration, L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes, including any excise taxes; independent directors’ director fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC Securities and Exchange Commission (the “SEC”) (or other regulatory bodies) ), and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs), the costs of any stockholder or director stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to brokers or dealersthe filing of the Company’s election to be treated as a BDC; research and market data; the Company’s fidelity bond, ; directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs of winding up; costs and all other expenses incurred by either the Administrator or the Company in connection with administering its business, including payments under the formation or maintenance of entities or vehicles Administration Agreement for administrative services that will be equal to hold an amount that reimburses the Administrator for its costs and expenses and the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance allocable portion of overhead incurred by the Administrator in performing its obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained hereinAdministration Agreement, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the including, compensation paid to or compensatory distributions received by the Adviser its officers (or including its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and Chief Compliance Officer) and any of their respective staffs (based on a percentage of time such individuals devotestaff who provide services to the Company, on an estimated basisoperations staff who provide services to the Company, and any internal audit staff, to the business affairs of extent internal audit performs a role in the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non’s Xxxxxxxx-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applyXxxxx internal control assessment.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Amended providing investment advisory and Restated Administration Agreement (the “Administration Agreement”)management services hereunder, dated May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): the cost of its ) those relating to: organization and any offeringsoffering; calculating the cost of calculating its Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies and(including without limitation payments made to Citco Group, Magnetar Capital LLC and any of its affiliates); interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; sales and purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and Solar Capital Management, LLC (the “Administrator”), the Company’s administrator; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees, ; all costs of registration and listing the Company’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) Securities and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoingExchange Commission; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs), ; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, Administration Agreement between the Company shall reimburse and the Adviser (or its affiliates) for an Administrator based upon the Company’s allocable portion of the compensation paid by Administrator’s overhead in performing its obligations under the Adviser (or its affiliates) to Administration Agreement, including rent and the allocable portion of the cost of the Company’s Chief Compliance Officer chief compliance officer and Chief Financial Officer chief financial officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applystaffs.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in its capacity as the administratorproviding investment advisory and management services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): limitation except as noted) those relating to: the cost of its organization and costs associated with any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases offerings of the Common Stock Company’s common stock and other securities; fees calculating individual asset values and the Company’s net asset value (including the cost and expenses payable under of any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingindependent valuation firms); expenses, including travel expenseexpenses, incurred by the Adviser, or members of the Investment Teamits investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; the management fee and any incentive fees payable under this Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under the administration agreement (as amended from time to time, the “Administration Agreement”) between the Company and Carlyle Global Credit Administration L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes, including any excise taxes; independent directors’ director fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) ), and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs), the costs of any stockholder or director stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable to brokers or dealerscustom software for monitoring risk, compliance and overall portfolio, including any development costs; research and market data; the Company’s fidelity bond, ; directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs of winding up; costs and all other expenses incurred by either the Administrator or the Company in connection with administering its business, including payments under the formation or maintenance of entities or vehicles Administration Agreement for administrative services that will be equal to hold an amount that reimburses the Administrator for its costs and expenses and the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance allocable portion of overhead incurred by the Administrator in performing its obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained hereinAdministration Agreement, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the including compensation paid to or compensatory distributions received by the Adviser its officers (or including its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and Chief Compliance Officer) and any of their respective staffs (based on a percentage of time such individuals devotestaff who provide services to the Company, on an estimated basisoperations staff who provide services to the Company, and any internal audit staff, to the business affairs of extent internal audit performs a role in the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non’s Xxxxxxxx-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applyXxxxx internal control assessment.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities). The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): the cost of its organization and any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and listing feeslicenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall apply.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Amended providing investment advisory and Restated Administration Agreement (the “Administration Agreement”)management services hereunder, dated May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): ) those relating to: organizational and offering expenses; the cost investigation and monitoring of its organization and any offeringsthe Company’s investments; the cost of calculating its the Company’s net asset value, including the cost of any third-party valuation services; interest payable on debt, if any, to finance the Company’s investments; the cost of effecting any sales and repurchases of shares of the Common Stock Company’s common stock and other securities; management and incentive fees and expenses payable under any dealer manager agreements, if anypursuant to this Agreement; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or fees payable to third partiesparties relating to, performing due diligence on prospective portfolio companies andor associated with, if necessary, enforcing the Company’s rightsmaking investments and valuing investments (including third-party valuation firms); transfer agent and custodial fees; fees and expenses associated with marketing effortsefforts (including attendance at investment conferences and similar events); federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agenciesfees; U.S. federal, state state, local and local foreign taxes; independent directors’ fees and expenses including certain travel expenses; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing financial statements government filings, including periodic and maintaining books and records and filing current reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staffSEC; fees and expenses associated with independent audits, audits and outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers 1940 Act and applicable federal and state securities laws. Notwithstanding anything ; fidelity bond, liability insurance and other insurance premiums; and printing, mailing, independent accountants and outside legal costs and all other direct expenses incurred by either the Adviser or the Company in connection with administering the Company’s business, including payments under the administration agreement between the Company and New Mountain Finance Administration, LLC (the “Administrator”) based upon the Company’s allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to the contrary contained hereinCompany under the administration agreement, including the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to of the Company’s Chief Compliance Officer chief financial officer and Chief Financial Officer chief compliance officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applystaffs.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in its capacity as the administratorproviding investment advisory and management services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): limitation except as noted) those relating to: the cost Company’s initial organization costs and offering costs incurred prior to the filing of its organization and any offeringselection to be regulated as a BDC (the amount in excess of $1,500,000 to be paid by the Adviser); the cost of calculating its net asset value, including the cost of costs associated with any third-party valuation services; the cost of effecting any sales and repurchases offerings of the Common Stock Company’s common stock and other securities; fees calculating individual asset values and the Company’s net asset value (including the cost and expenses payable under of any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingindependent valuation firms); expenses, including travel expenseexpenses, incurred by the Adviser, or members of the Investment Teamits investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; the base management fee and any incentive fees payable 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”) between the Company and Carlyle GMS Finance Administration, L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes, including any excise taxes; independent directors’ director fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) ), and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs), the costs of any stockholder or director stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to brokers or dealersthe filing of the Company’s election to be regulated as a BDC; research and market data; the Company’s fidelity bond, ; directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs of winding up; costs and all other expenses incurred by either the Administrator or the Company in connection with administering its business, including payments under the formation or maintenance of entities or vehicles Administration Agreement for administrative services that will be equal to hold an amount that reimburses the Administrator for its costs and expenses and the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance allocable portion of overhead incurred by the Administrator in performing its obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained hereinAdministration Agreement, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the including, compensation paid to or compensatory distributions received by the Adviser its officers (or including its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and Chief Compliance Officer) and any of their respective staffs (based on a percentage of time such individuals devotestaff who provide services to the Company, on an estimated basisoperations staff who provide services to the Company, and any internal audit staff, to the business affairs of extent internal audit performs a role in the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non’s Xxxxxxxx-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applyXxxxx internal control assessment.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in its capacity as the administratorproviding investment advisory and management services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will shall bear all other costs and expenses of its operations, administration and transactions, including (without limitation): ) those relating to: the cost Company’s initial organization costs and operating costs incurred prior to the filing of its organization and any offeringselection to be treated as a BDC; the cost costs associated with any offerings of the Company’s securities; calculating its individual asset values and the Company’s net asset value, value (including the cost and expenses of any third-party valuation services); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; out-of-pocket expenses, including travel expenseexpenses, incurred by the Adviser, or members of the Investment Teamits investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; 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, by and between the Company and Audax Management Company, LLC (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 Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes; independent directors’ director fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records 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 registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to stockholders the Company’s shareholders (including printing and mailing costs), the costs of any stockholder or director shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable to brokers or dealerscustom software expense for monitoring risk, compliance and overall investments; research and market data; the Company’s fidelity bond, directors and officers errors and omissions liability insurance and other ; any necessary insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs of winding up; costs and all other expenses incurred by either the Administrator or the Company in connection with administering its business, including payments under the formation or maintenance of entities or vehicles to hold Administration Agreement for administrative services that shall be based upon the Company’s assets for tax or allocable portion of overhead and other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance incurred by the Administrator in performing its administrative obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything Administration Agreement, including, but not limited to the contrary contained hereinrent, the Company shall reimburse fees and expenses associated with performing compliance functions, and the Adviser (or its affiliates) for an Company’s allocable portion of the 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 Adviser (or its affiliates) 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 (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a NonXxxxxxxx-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applyXxxxx internal control assessments.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise All investment professionals of the Investment Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided herein or in by the Amended and Restated Administration Agreement (the “Administration Agreement”Investment Adviser under Section 1(a), dated May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Investment Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): those relating to: the cost of its organization and any offeringsCompany’s organization; calculating the cost of calculating its Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; offerings of the Company’s common shares and other securities; investment advisory and management fees; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees, ; all costs of registration and listing the Company’s common shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by governmental bodies (including the SEC Securities and Exchange Commission (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing“SEC”)); the costs of any reports, proxy statements or other notices to stockholders (common shareholders including printing and mailing costs), ; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and administration fees and all other expenses associated with independent auditsincurred by the Company or, outside legal and consulting costs; costs of winding up; costs incurred if applicable, the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses business (such as litigation or indemnification); and costs associated with reporting and compliance obligations including payments under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything administration agreement to the contrary contained herein, be entered into by the Company shall reimburse and the Investment Adviser (or its affiliatesthe “Administration Agreement”) for an based upon the Company’s allocable portion of the compensation paid by Administrator’s overhead in performing its obligations under the Adviser (or its affiliates) to Administration Agreement, including rent and the allocable portion of the cost of the Company’s Chief Compliance Officer and Chief Financial Officer officers and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Companyincluding travel expenses). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall apply).

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (All investment professionals of the Adviser, and their respective staffs, when and to the extent engaged in its capacity as the administratorproviding investment advisory and management services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): limitation except as noted) those relating to: the cost Company’s organization expenses and initial offering costs incurred prior to the filing of its organization and any offeringselection to be treated as a BDC; the cost of calculating its net asset value, including the cost of costs associated with any third-party valuation services; the cost of effecting any sales and repurchases offerings of the Common Stock Company’s common stock and other securities; fees calculating individual asset values and the Company’s net asset value (including the cost and expenses payable under of any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingindependent valuation firms); expenses, including travel expenseexpenses, incurred by the Adviser, or members of the Investment Teamits investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; the management fee and any incentive fees payable 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”) between the Company and Carlyle GMS Finance Administration L.L.C. (the “Administrator”) and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes, including any excise taxes; independent directors’ director fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) ), and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs), the costs of any stockholder or director stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable to brokers or dealerscustom software for monitoring risk, compliance and overall portfolio, including any development costs; research and market data; the Company’s fidelity bond, ; directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs of winding up; costs and all other expenses incurred by either the Administrator or the Company in connection with administering its business, including payments under the formation or maintenance of entities or vehicles Administration Agreement for administrative services that will be equal to hold an amount that reimburses the Administrator for its costs and expenses and the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance allocable portion of overhead incurred by the Administrator in performing its obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained hereinAdministration Agreement, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the including, compensation paid to or compensatory distributions received by the Adviser its officers (or including its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and Chief Compliance Officer) and any of their respective staffs (based on a percentage of time such individuals devotestaff who provide services to the Company, on an estimated basisoperations staff who provide services to the Company, and any internal audit staff, to the business affairs of extent internal audit performs a role in the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non’s Xxxxxxxx-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applyXxxxx internal control assessment.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Adviser (including rent, office equipment and utilities). The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): the cost of its organization and any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment TeamTeam (defined below), or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and listing feeslicenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall apply.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (All personnel of the Adviser, when and to the extent engaged in its capacity as the administratorproviding investment advisory services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will shall bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): ) fees and expenses relating to: organizational and offering expenses; the cost investigation and monitoring of its organization and any offeringsthe Company’s investments; the cost of calculating its the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of shares of the Common Stock Company’s common stock and other securities; management and incentive fees and expenses payable under any dealer manager agreements, if anypursuant to this Agreement; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or fees payable to third partiesparties relating to, performing due diligence on prospective portfolio companies andor associated with, if necessary, enforcing the Company’s rightsmaking investments and valuing investments (including third-party valuation firms); transfer agent and custodial fees; fees and expenses associated with marketing effortsefforts (including attendance at investment conferences and similar events); federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agenciesfees; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing financial statements government filings, including periodic and maintaining books and records and filing current reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market dataSEC; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone independent accountants and staff; fees and expenses associated with independent audits, outside legal costs and consulting costs; costs of winding up; costs all other direct expenses incurred by either the Company’s administrator, currently FSC CT, LLC, or the Company in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that are based upon the Company’s allocable portion of overhead and other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance incurred by the Company’s administrator in performing its obligations under the Advisers Act Administration Agreement and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to of the Company’s Chief Compliance Officer chief financial officer and Chief Financial Officer chief compliance officer, and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applystaffs.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Amended providing investment advisory and Restated Administration Agreement (the “Administration Agreement”)management services hereunder, dated May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): the cost of its organization and any offerings; ) those relating to: the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock its shares and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third partiesparties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence on reviews of prospective portfolio companies and, if necessary, enforcing the Company’s rightsinvestments and advisory fees; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agenciesfees; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market databrokerage commissions; fidelity bond, directors and officers officers/errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including such as printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, audits and outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with our reporting and compliance obligations under the Advisers Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to ; and all other expenses incurred by either Full Circle Service Company (the contrary contained herein“Administrator”) or the Company in connection with administering the Company’s business, including payments under the Administration Agreement (the “Administration Agreement”) that will be based upon our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent, the Company shall reimburse fees and expenses associated with performing compliance functions, and the Adviser (or its affiliates) for an Company’s allocable portion of the costs of compensation paid by the Adviser (or and related expenses of its affiliates) to the Company’s Chief Compliance Officer chief financial officer and Chief Financial Officer chief compliance officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applyadministrative support staff.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in the Amended providing investment advisory and Restated Administration Agreement (the “Administration Agreement”)management services hereunder, dated May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration and transactions, including (without limitation): ) those relating to: the cost of its organization and any offeringsCompany’s organization; calculating the cost of calculating its Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock Company’s shares and other securities; fees and expenses interest payable under any dealer manager agreementson debt, if any, to finance the Company’s investments; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, monitoring the Company’s financial and legal affairs for the Company, providing administrative services, monitoring the Company’s investments and evaluating and making investments, including fees and expenses associated with performing due diligence on reviews of prospective portfolio companies and, if necessary, enforcing the Company’s rightsinvestments and advisory fees; transfer agent and custodial fees; fees and expenses associated with marketing efforts; costs associated with the Company’s reporting and compliance obligations under the Investment Company Act, the Securities Exchange Act of 1934 and other applicable federal and state registration feessecurities laws, any and ongoing stock exchange listing fees and fees payable to rating agenciesfees; federal, state and local taxes; independent directors’ fees and expenses expenses; brokerage commissions, including certain travel expensesprinting costs; costs of preparing financial statements and maintaining books and records and filing proxy statements, stockholders’ reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and communications with stockholders; the compensation of professionals responsible for the preparation Company’s allocable portion of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors directors’ and officers officers’ liability insurance, errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, audits and outside legal and consulting costs; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Company and Capitala Advisors Corp. (the “Administrator”), the Company’s administrator; federal and state registration fees; all costs of winding upregistration and listing the Company’s shares on any securities exchange; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, Administration Agreement between the Company shall reimburse and the Adviser (or its affiliates) for an Administrator based upon the Company’s allocable portion of the Administrator’s overhead and other expenses associated with performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and the allocable portion of the costs of compensation paid by the Adviser (or its affiliates) to and related expenses of the Company’s Chief Compliance Officer chief compliance officer and Chief Financial Officer chief financial officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applyadministrative support staffs.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise provided herein or in the Amended and Restated Administration Agreement (the “Administration Agreement”), dated May 18, 2021, between the Company and the Adviser (All personnel of the Adviser, when and to the extent engaged in its capacity as the administratorproviding investment advisory services hereunder, the “Administrator”), the Adviser shall be solely responsible for and the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser (including rent, office equipment and utilities)not by the Company. The Company will shall bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): ) fees and expenses relating to: organizational and offering expenses; the cost investigation and monitoring of its organization and any offeringsthe Company’s investments; the cost of calculating its the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of shares of the Common Stock Company’s common stock and other securities; management and incentive fees and expenses payable under any dealer manager agreements, if anypursuant to this Agreement; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or fees payable to third partiesparties relating to, performing due diligence on prospective portfolio companies andor associated with, if necessary, enforcing the Company’s rightsmaking investments and valuing investments (including third-party valuation firms); transfer agent and custodial fees; fees and expenses associated with marketing effortsefforts (including attendance at investment conferences and similar events); federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agenciesfees; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing financial statements government filings, including periodic and maintaining books and records and filing current reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market dataSEC; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone independent accountants and staff; fees and expenses associated with independent audits, outside legal costs and consulting costs; costs of winding up; costs all other direct expenses incurred by either the Company’s administrator, currently FSC CT, LLC, or the Company in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Adminstration Agreement”) that are based upon the Company’s allocable portion of overhead and other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance incurred by the Company’s administrator in performing its obligations under the Advisers Act Administration Agreement and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to of the Company’s Chief Compliance Officer chief financial officer and Chief Financial Officer chief compliance officer, and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall applystaffs.

Company’s Responsibilities and Expenses Payable by the Company. Except as otherwise All investment professionals of the Investment Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided herein or in by the Amended and Restated Administration Agreement (the “Administration Agreement”Investment Adviser under Section 1(a), dated May 18, 2021, between the Company and the Adviser (the Adviser, in its capacity as the administrator, the “Administrator”), the Adviser shall be solely responsible for the compensation of its investment professionals and employees and all routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Investment Adviser (including rent, office equipment and utilities)not by the Company. The Company will bear all other costs and expenses of its operations, administration operations and transactions, including (without limitation): those relating to: • the cost of its organization and any offeringsCompany’s organization; • calculating the cost of calculating its Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and • expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; • interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; • offerings of the Company’s common shares and other securities; • investment advisory and management fees; • fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; • transfer agent and custodial fees; fees and expenses associated with marketing efforts; • federal and state registration fees, ; • all costs of registration and listing the Company’s common shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; • federal, state and local taxes; • independent directors’ fees and expenses including certain travel expenses; • costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by governmental bodies (including the SEC Securities and Exchange Commission (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing“SEC”)); the • costs of any reports, proxy statements or other notices to stockholders (common shareholders including printing and mailing costs), ; • the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; • direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and • administration fees and all other expenses associated with independent auditsincurred by the Company or, outside legal and consulting costs; costs of winding up; costs incurred if applicable, the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses business (such as litigation or indemnification); and costs associated with reporting and compliance obligations including payments under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything administration agreement to the contrary contained herein, be entered into by the Company shall reimburse and the Investment Adviser (or its affiliatesthe “Administration Agreement”) for an based upon the Company’s allocable portion of the compensation paid by Administrator’s overhead in performing its obligations under the Adviser (or its affiliates) to Administration Agreement, including rent and the allocable portion of the cost of the Company’s Chief Compliance Officer and Chief Financial Officer officers and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Companyincluding travel expenses). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. In addition to the compensation paid to the Adviser pursuant to Section 3, following a Non-Listed Offering and prior to an Exchange Listing the provisions set forth in “Annex A —I. Company’s Responsibilities and Expenses Payable by the Company” shall apply).