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

Company’s Responsibilities and Expenses Payable by the Company. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, 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 and transactions, including (without limitation) those relating to: organization and offering; calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s investments; sales and 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; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of preparing and filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; 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 administering the Company’s business, including payments under the Administration Agreement between the Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffs.

Company’s Responsibilities and Expenses Payable by the Company. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunderhereunder (as opposed to the accounting, compliance and other administrative services set forth in clause (xxiii) below), and the compensation and routine overhead expenses 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 its own legal and other expenses incurred in connection with the Company's formation and organization and the offering of its Shares, including external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts (other than any placement fees, which will be borne by the Adviser directly or pursuant to waivers of the Management Fee), up to a maximum aggregate amount of $1 million. In addition to Management Fees, except as noted above, the Company will bear all other costs and expenses of that are directly and specifically related to its operations, administration and transactions, including (without limitation) those relating to: organization : (i) all costs and offering; calculating expenses with respect to the actual or proposed acquisition, financing, holding, monitoring or disposition of the Company’s net asset value (including the cost 's investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and expenses of any independent valuation firm); custodians, transfer agents, consultants, experts, travel expenses incurred by the Adviser payable to third partiesfor investment-related purposes, including agentsoutside legal counsel, consultants or other advisorsand accountants, in monitoring financial administrator’s fees of third party administrators (subject to clause (xxiii) below) and legal affairs financing costs (including interest expenses); (ii) expenses for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s investments; sales and 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; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of preparing and filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, including officers and any independent directors liability insurance, cyber insurance and other insurance premiums; direct costs (but excluding the cost of liability insurance covering the Adviser and expenses its officers to the extent that the assets of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other the Company are treated as “plan assets” for purposes of ERISA); (iii) extraordinary expenses incurred by the Company (including litigation); (iv) indemnification and contribution expenses provided, that the Company will not bear such fees, costs or expenses to the Administrator extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable; (v) taxes and other governmental fees and charges; (vi) administering and servicing and special servicing fees paid to third parties for the Company's benefit; (vii) the cost of Company-related operational and accounting software and related expenses; (viii) cost of software (including the fees of third-party software developers) used by the Adviser and its affiliates to track and monitor the Company's investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and trade settlement attributable to the Company); (ix) expenses related to the valuation or appraisal of the Company's investments; (x) risk, research and market data-related expenses (including software) incurred for the Company's investments; (xi) fees, costs and expenses (including legal fees and expenses) incurred to comply with any applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and registration statement filings, as applicable) to which the Company is subject or incurred in connection with administering any governmental inquiry, investigation or proceeding involving the Company’s business; provided that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including payments under ERISA, if applicable; (xii) costs associated with the Administration wind-up, liquidation, dissolution and termination of the Company; (xiii) other legal, operating, accounting, tax return preparation and consulting, auditing and administrative expenses in accordance with this Agreement and the administration agreement between the Company and New Mountain Finance Administration, LLC (the Administrator based upon "Administrator") and fees for outside services provided to the Company or on the Company’s 's behalf; provided that if the assets of the Company are treated as “plan assets” for purposes of ERISA, the Company will not incur such expenses or fees, if such expenses and fees arise in connection with such services, to the extent that they are performed by the Administrator; (xiv) expenses of the Board (including the reasonable costs of legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Board, as well as travel and out-of-pocket expenses related to the attendance by directors at Board meetings), to the extent permitted under applicable law, including ERISA, if applicable; (xv) annual or special meetings of the stockholders of the Company ("Shareholders"); (xvi) the costs and expenses associated with preparing, filing and delivering to Shareholders periodic and other reports and filings required under federal securities laws as a result of the Company's status as a BDC; (xvii) ongoing Company offering expenses; (xviii) federal and state registration fees pertaining to the Company; (xix) costs of Company-related proxy statements, Shareholders' reports and notices; (xx) costs associated with obtaining fidelity bonds as required by the Investment Company Act and Section 412 of ERISA; (xxi) printing, mailing and all other similar direct expenses relating to the Company; (xxii) expenses incurred in preparation for or in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the Company, including but not limited to external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts; and (xxiii) only to the extent (i) “benefit plan investors”, as defined in Section 3(42) of ERISA and any regulations promulgated thereunder, hold less than 25% of the Company's shares, or (ii) the Company's shares are listed on a national securities exchange, the Company's allocable portion of overhead, including office equipment and supplies, rent and the Company's allocable portion of the Administrator’s overhead in performing compensation paid to accounting, compliance and administrative staff employed by the Adviser, or its obligations under affiliates who provide services to the Administration AgreementCompany necessary for its operation, including rent related taxes, health insurance and other benefits. Investment-related expenses with respect to investments in which the allocable portion Company invests together with one or more parallel funds (or co-investment vehicles) shall generally be allocated among all such entities on the basis of capital invested by each such entity into the cost of relevant investment; provided that if the Company’s chief compliance officer Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, the Adviser may allocate such expenses among such entities in any other manner that the Adviser believes in good faith to be fair and chief financial officer and their respective staffsequitable.

Company’s Responsibilities and Expenses Payable by the Company. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunderhereunder (as opposed to the accounting, compliance and other administrative services set forth in clause (xxiii) below), and the compensation and routine overhead expenses 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 its own legal and other expenses incurred in connection with the Company’s formation and organization and the offering of its Shares, including external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts (other than any placement fees, which will be borne by the Adviser directly or pursuant to waivers of the Management Fee), up to a maximum aggregate amount of $1 million. In addition to Management Fees, except as noted above, the Company will bear all other costs and expenses of that are directly and specifically related to its operations, administration and transactions, including (without limitation) those relating to: organization : (i) all costs and offering; calculating expenses with respect to the actual or proposed acquisition, financing, holding, monitoring or disposition of the Company’s net asset value (including the cost investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and expenses of any custodians, transfer agents, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator’s fees of third party administrators (subject to clause (xxiii) below) and financing costs (including interest expenses); (ii) expenses for liability insurance, including officers and independent valuation firmdirectors liability insurance, cyber insurance and other insurance (but excluding the cost of liability insurance covering the Adviser and its officers to the extent that the assets of the Company are treated as “plan assets” for purposes of ERISA); ; (iii) extraordinary expenses incurred by the Adviser payable Company (including litigation); (iv) indemnification and contribution expenses provided, that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable; (v) taxes and other governmental fees and charges; (vi) administering and servicing and special servicing fees paid to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs parties for the Company Company’s benefit; (vii) the cost of Company-related operational and in providing administrative services, monitoring accounting software and related expenses; (viii) cost of software (including the fees of third-party software developers) used by the Adviser and its affiliates to track and monitor the Company’s investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred trade settlement attributable to finance the Company); (ix) expenses related to the valuation or appraisal of the Company’s investments; (x) risk, research and market data-related expenses (including software) incurred for the Company’s investments; (xi) fees, costs and expenses (including legal fees and expenses) incurred to comply with any applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and registration statement filings, as applicable) to which the Company is subject or incurred in connection with any governmental inquiry, investigation or proceeding involving the Company; sales provided that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable; (xii) costs associated with the wind-up, liquidation, dissolution and purchases termination of the Company’s common stock ; (xiii) other legal, operating, accounting, tax return preparation and other securities; investment advisory consulting, auditing and management fees; administrative expenses in accordance with this Agreement and the administration fees, if any, payable under the Administration Agreement agreement between the Company and Solar Capital ManagementNew Mountain Finance Administration, LLC (the “Administrator”) and fees for outside services provided to the Company or on the Company’s behalf; provided that if the assets of the Company are treated as “plan assets” for purposes of ERISA, we will not incur such expenses or fees, if such expenses and fees arise in connection with such services, to the extent that they are performed by the Administrator; (xiv) expenses of the Board (including the reasonable costs of legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Board, as well as travel and out-of-pocket expenses related to the attendance by directors at Board meetings), to the extent permitted under applicable law, including ERISA, if applicable; (xv) annual or special meetings of the stockholders of the Company (“Shareholders”); (xvi) the costs and expenses associated with preparing, filing and delivering to Shareholders periodic and other reports and filings required under federal securities laws as a result of the Company’s status as a BDC; (xvii) ongoing Company offering expenses; (xviii) federal and state registration fees pertaining to the Company; (xix) costs of Company-related proxy statements, Shareholders’ reports and notices; (xx) costs associated with obtaining fidelity bonds as required by the 1940 Act and Section 412 of ERISA; (xxi) printing, mailing and all other similar direct expenses relating to the Company; (xxii) expenses incurred in preparation for or in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the Company, including but not limited to external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts; and (xxiii) only to the extent (i) “benefit plan investors”, as defined in Section 3(42) of ERISA and any regulations promulgated thereunder, hold less than 25% of the Company’s shares, or (ii) the Company’s shares are listed on a national securities exchange, the Company’s administrator; fees payable to third partiesallocable portion of overhead, including agentsoffice equipment and supplies, consultants or other advisors, relating to, or associated with, evaluating rent and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of preparing and filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bondcompensation paid to accounting, directors compliance and officers/errors administrative staff employed by the Adviser, or its affiliates who provide services to the Company necessary for its operation, including related taxes, health insurance and omissions liability insuranceother benefits. Investment-related expenses with respect to investments in which the Company invests together with one or more parallel funds (or co-investment vehicles) shall generally be allocated among all such entities on the basis of capital invested by each such entity into the relevant investment; provided that if the Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, and the Adviser may allocate such expenses among such entities in any other insurance premiums; direct costs manner that the Adviser believes in good faith to be fair 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 administering the Company’s business, including payments under the Administration Agreement between the Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffsequitable.

Company’s Responsibilities and Expenses Payable by the Company. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunderhereunder (as opposed to the accounting, compliance and other administrative services set forth in clause (xxiii) below), and the compensation and routine overhead expenses 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 its own legal and other expenses incurred in connection with the Company’s ongoing operations and the offering of its Shares, including external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts (other than any placement fees, which will be borne by the Adviser directly or pursuant to waivers of the Management Fee). In addition to Management Fees, except as noted above, the Company will bear all other costs and expenses of that are directly and specifically related to its operations, administration and transactions, including (without limitation) those relating to: organization : (i) all costs and offering; calculating expenses with respect to the actual or proposed acquisition, financing, holding, monitoring or disposition of the Company’s net asset value (including the cost investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and expenses of any independent valuation firmcustodians, transfer agents, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator’s fees of third party administrators (subject to clause (xxiii) below) and financing costs (including interest expenses); ; (ii) expenses for liability insurance, cyber insurance and other insurance; (iii) extraordinary expenses incurred by the Adviser payable Company (including litigation); (iv) indemnification and contribution expenses; (v) taxes and other governmental fees and charges; (vi) administering and servicing and special servicing fees paid to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs parties for the Company Company’s benefit; (vii) the cost of Company-related operational and in providing administrative services, monitoring accounting software and related expenses; (viii) cost of software (including the fees of third-party software developers) used by the Adviser and its affiliates to track and monitor the Company’s investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred trade settlement attributable to finance the Company); (ix) expenses related to the valuation or appraisal of the Company’s investments; (x) risk, research and market data-related expenses (including software) incurred for the Company’s investments; (xi) fees, costs and expenses (including legal fees and expenses) incurred to comply with any applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and registration statement filings, as applicable) to which the Company is subject or incurred in connection with any governmental inquiry, investigation or proceeding involving the Company; sales provided that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law; (xii) costs associated with the wind-up, liquidation, dissolution and purchases termination of the Company’s common stock ; (xiii) other legal, operating, accounting, tax return preparation and other securities; investment advisory consulting, auditing and management fees; administrative expenses in accordance with this Agreement and the administration fees, if any, payable under the Administration Agreement agreement between the Company and Solar Capital Management, Nuveen Xxxxxxxxx Administration LLC (the “Administrator”), ) and fees for outside services provided to the Company or on the Company’s administrator; fees payable behalf; (xiv) expenses of the Board (including the reasonable costs of legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Board, as well as travel and out-of-pocket expenses related to third partiesthe attendance by directors at Board meetings); (xv) annual or special meetings of the stockholders of the Company (“Shareholders”); (xvi) the costs and expenses associated with preparing, including agents, consultants or filing and delivering to Shareholders periodic and other advisors, relating to, or associated with, evaluating reports and making investments; transfer agent and custodial fees; filings required under federal securities laws as a result of the Company’s status as a registered closed-end fund; (xvii) ongoing Company offering expenses; (xviii) federal and state registration fees; all fees pertaining to the Company; (xix) costs of registration Company-related proxy statements, Shareholders’ reports and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; notices; (xx) costs of preparing and filing reports or other documents associated with obtaining fidelity bonds as required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including Investment Company Act; (xxi) printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; mailing and all other similar direct expenses relating to the Company; (xxii) expenses incurred by the Company in preparation for or the Administrator in connection with administering (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the Company’s business, including payments under the Administration Agreement between but not limited to external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts; and Investment-related expenses with respect to investments in which the Company invests together with one or more parallel funds (or co-investment vehicles) shall generally be allocated among all such entities on the basis of capital invested by each such entity into the relevant investment; provided that if the Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, the Adviser may allocate such expenses among such entities in any other manner that the Adviser believes in good faith to be fair and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffsequitable.

Company’s Responsibilities and Expenses Payable by the Company. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunderhereunder (as opposed to the accounting, compliance and other administrative services set forth in clause (xxiii) below), and the compensation and routine overhead expenses 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 its own legal and other expenses incurred in connection with the Company’s formation and organization and the offering of its shares, including external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts (other than any placement fees, which will be borne by the Adviser directly or pursuant to waivers of the Management Fee), up to a maximum aggregate amount of $750,000. In addition to Management Fees, except as noted above, the Company will bear all other costs and expenses of that are directly and specifically related to its operations, administration and transactions, including (without limitation) those relating to: organization : (i) all costs and offering; calculating expenses with respect to the actual or proposed acquisition, financing, holding, monitoring or disposition of the Company’s net asset value (including the cost investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and expenses of any custodians, transfer agents, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator’s fees of third party administrators (subject to clause (xxiii) below) and financing costs (including interest expenses); (ii) expenses for liability insurance, including officers and independent valuation firmdirectors liability insurance, cyber insurance and other insurance (but excluding the cost of liability insurance covering the Adviser and its officers to the extent that bearing such expenses would be prohibited by ERISA); ; (iii) extraordinary expenses incurred by the Adviser payable Company (including litigation); (iv) indemnification and contribution expenses provided, that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable; (v) taxes and other governmental fees and charges; (vi) administering and servicing and special servicing fees paid to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs parties for the Company Company’s benefit; (vii) the cost of Company-related operational and in providing administrative services, monitoring accounting software and related expenses; (viii) cost of software (including the fees of third-party software developers) used by the Adviser and its affiliates to track and monitor the Company’s investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred trade settlement attributable to finance the Company); (ix) expenses related to the valuation or appraisal of the Company’s investments; (x) risk, research and market data-related expenses (including software) incurred for the Company’s investments; (xi) fees, costs and expenses (including legal fees and expenses) incurred to comply with any applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and registration statement filings, as applicable) to which the Company is subject or incurred in connection with any governmental inquiry, investigation or proceeding involving the Company; sales provided that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable; (xii) costs associated with the wind-up, liquidation, dissolution and purchases termination of the Company; (xiii) other legal, compliance, operating, accounting, tax return preparation and consulting, auditing and administrative expenses in accordance with this Agreement and the administration agreement between the Company and Commonwealth Credit Advisors LLC (in such capacity, the “Administrator”) and fees for outside services provided to the Company or on the Company’s behalf; provided that if the assets of the Company are treated as “plan assets” for purposes of ERISA, the Company will not incur such expenses or fees, if such expenses and fees arise in connection with such services, to the extent that they are performed by the Administrator (as opposed to a sub-administrator appointed by the Administrator); (xiv) expenses of the Board (including the reasonable costs of legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Board, as well as travel and out-of-pocket expenses related to the attendance by directors at Board meetings), to the extent permitted under applicable law, including ERISA, if applicable; (xv) annual or special meetings of the stockholders of the Company (“Shareholders”); (xvi) the costs and expenses associated with preparing, filing and delivering to Shareholders periodic and other reports and filings required under federal securities laws as a result of the Company’s common stock status as a BDC; (xvii) ongoing Company offering expenses; (xviii) federal and state registration fees pertaining to the Company; (xix) costs of Company-related proxy statements, Shareholders’ reports and notices; (xx) costs associated with obtaining fidelity bonds as required by the Investment Company Act and Section 412 of ERISA; (xxi) printing, mailing and all other securitiessimilar direct expenses relating to the Company; (xxii) expenses incurred in preparation for or in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the Company, including but not limited to external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts; investment advisory and (xxiii) only to the extent (i) “benefit plan investors”, as defined in Section 3(42) of ERISA and management fees; administration feesany regulations promulgated thereunder, if anyhold less than 25% of the Company’s shares, payable under or (ii) the Administration Agreement between the Company and Solar Capital Management, LLC (the “Administrator”)Company’s shares are listed on a national securities exchange, the Company’s administrator; fees payable to third partiesallocable portion of overhead, including agentsoffice equipment and supplies, consultants or other advisors, relating to, or associated with, evaluating rent and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of preparing and filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bondcompensation paid to accounting, directors compliance and officers/errors administrative staff employed by the Adviser, or its affiliates who provide services to the Company necessary for its operation, including related taxes, health insurance and omissions liability insuranceother benefits. Investment-related expenses with respect to investments in which the Company invests together with one or more parallel funds (or co-investment vehicles) shall generally be allocated among all such entities on the basis of capital invested by each such entity into the relevant investment; provided that if the Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, and the Adviser may allocate such expenses among such entities in any other insurance premiums; direct costs manner that the Adviser believes in good faith to be fair 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 administering the Company’s business, including payments under the Administration Agreement between the Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffsequitable.

Company’s Responsibilities and Expenses Payable by the Company. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunderhereunder (as opposed to the accounting, compliance and other administrative services set forth in clause (xxiii) below), and the compensation and routine overhead expenses 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 its own legal and other expenses incurred in connection with the Company’s formation and organization and the offering of its Shares, including external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts (other than any placement fees, which will be borne by the Adviser directly or pursuant to waivers of the Management Fee), up to a maximum aggregate amount of $1 million. In addition to Management Fees, except as noted above, the Company will bear all other costs and expenses of that are directly and specifically related to its operations, administration and transactions, including (without limitation) those relating to: organization : (i) all costs and offering; calculating expenses with respect to the actual or proposed acquisition, financing, holding, monitoring or disposition of the Company’s net asset value (including the cost investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and expenses of any custodians, transfer agents, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator’s fees of third party administrators (subject to clause (xxiii) below) and financing costs (including interest expenses); (ii) expenses for liability insurance, including officers and independent valuation firmdirectors liability insurance, cyber insurance and other insurance (but excluding the cost of liability insurance covering the Adviser and its officers to the extent that the assets of the Company are treated as “plan assets” for purposes of ERISA); ; (iii) extraordinary expenses incurred by the Adviser payable Company (including litigation); (iv) indemnification and contribution expenses provided, that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable; (v) taxes and other governmental fees and charges; (vi) administering and servicing and special servicing fees paid to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs parties for the Company Company’s benefit; (vii) the cost of Company-related operational and in providing administrative services, monitoring accounting software and related expenses; (viii) cost of software (including the fees of third-party software developers) used by the Adviser and its affiliates to track and monitor the Company’s investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred trade settlement attributable to finance the Company); (ix) expenses related to the valuation or appraisal of the Company’s investments; (x) risk, research and market data-related expenses (including software) incurred for the Company’s investments; (xi) fees, costs and expenses (including legal fees and expenses) incurred to comply with any applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and registration statement filings, as applicable) to which the Company is subject or incurred in connection with any governmental inquiry, investigation or proceeding involving the Company; sales provided that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable; (xii) costs associated with the wind-up, liquidation, dissolution and purchases termination of the Company’s common stock ; (xiii) other legal, operating, accounting, tax return preparation and other securities; investment advisory consulting, auditing and management fees; administrative expenses in accordance with this Agreement and the administration fees, if any, payable under the Administration Agreement agreement between the Company and Solar Capital Management, Nuveen Xxxxxxxxx Administration LLC (the “Administrator”) and fees for outside services provided to the Company or on the Company’s behalf; provided that if the assets of the Company are treated as “plan assets” for purposes of ERISA, the Company will not incur such expenses or fees, if such expenses and fees arise in connection with such services, to the extent that they are performed by the Administrator; (xiv) expenses of the Board (including the reasonable costs of legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Board, as well as travel and out-of-pocket expenses related to the attendance by directors at Board meetings), to the extent permitted under applicable law, including ERISA, if applicable; (xv) annual or special meetings of the stockholders of the Company (“Shareholders”); (xvi) the costs and expenses associated with preparing, filing and delivering to Shareholders periodic and other reports and filings required under federal securities laws as a result of the Company’s status as a BDC; (xvii) ongoing Company offering expenses; (xviii) federal and state registration fees pertaining to the Company; (xix) costs of Company-related proxy statements, Shareholders’ reports and notices; (xx) costs associated with obtaining fidelity bonds as required by the Investment Company Act and Section 412 of ERISA; (xxi) printing, mailing and all other similar direct expenses relating to the Company; (xxii) expenses incurred in preparation for or in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the Company, including but not limited to external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts; and (xxiii) only to the extent (i) “benefit plan investors”, as defined in Section 3(42) of ERISA and any regulations promulgated thereunder, hold less than 25% of the Company’s shares, or (ii) the Company’s shares qualify as publicly-offered securities under ERISA regulation §2510.3-101(b)(2), the Company’s administrator; fees payable to third partiesallocable portion of overhead, including agentsoffice equipment and supplies, consultants or other advisors, relating to, or associated with, evaluating rent and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of preparing and filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bondcompensation paid to accounting, directors compliance and officers/errors administrative staff employed by the Adviser, or its affiliates who provide services to the Company necessary for its operation, including related taxes, health insurance and omissions liability insuranceother benefits. Investment-related expenses with respect to investments in which the Company invests together with one or more parallel funds (or co-investment vehicles) shall generally be allocated among all such entities on the basis of capital invested by each such entity into the relevant investment; provided that if the Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, and the Adviser may allocate such expenses among such entities in any other insurance premiums; direct costs manner that the Adviser believes in good faith to be fair 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 administering the Company’s business, including payments under the Administration Agreement between the Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffsequitable.

Company’s Responsibilities and Expenses Payable by the Company. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunderhereunder (as opposed to the accounting, compliance and other administrative services set forth in clause (xiii) below), and the compensation and routine overhead expenses 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 its own legal and other expenses incurred in connection with the Company’s formation and organization and the offering of its shares, including external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts (other than any placement fees, which will be borne by the Adviser directly or pursuant to waivers of the Management Fee (as defined herein)) (“Organizational Expenses”), up to a maximum aggregate amount of $750,000. In addition to Management Fees, except as noted above, the Company will bear all other costs and expenses of that are directly and specifically related to its operations, administration and transactions, including (without limitation) those relating to: organization : (i) all costs and offering; calculating expenses with respect to the actual or proposed acquisition, financing, holding, monitoring or disposition of the Company’s net asset value (including the cost investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and expenses of any custodians, transfer agents, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator’s fees of third party administrators (subject to clause (xxiii) below) and financing costs (including interest expenses); (ii) expenses for liability insurance, including officers and independent valuation firmdirectors liability insurance, cyber insurance and other insurance (but excluding the cost of liability insurance covering the Adviser and its officers to the extent that bearing such expenses would be prohibited by ERISA); ; (iii) extraordinary expenses incurred by the Adviser payable Company (including litigation); (iv) indemnification and contribution expenses provided, that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable; (v) taxes and other governmental fees and charges; (vi) administering and servicing and special servicing fees paid to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs parties for the Company Company’s benefit; (vii) the cost of Company-related operational and in providing administrative services, monitoring accounting software and related expenses; (viii) cost of software (including the fees of third-party software developers) used by the Adviser and its affiliates to track and monitor the Company’s investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred trade settlement attributable to finance the Company); (ix) expenses related to the valuation or appraisal of the Company’s investments; (x) risk, research and market data-related expenses (including software) incurred for the Company’s investments; (xi) fees, costs and expenses (including legal fees and expenses) incurred to comply with any applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and registration statement filings, as applicable) to which the Company is subject or incurred in connection with any governmental inquiry, investigation or proceeding involving the Company; sales provided that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable; (xii) costs associated with the wind-up, liquidation, dissolution and purchases termination of the Company; (xiii) other legal, compliance, operating, accounting, tax return preparation and consulting, auditing and administrative expenses in accordance with this Agreement and the administration agreement between the Company and Commonwealth Credit Advisors LLC (in such capacity, the “Administrator”) and fees for outside services provided to the Company or on the Company’s behalf; provided that if the assets of the Company are treated as “plan assets” for purposes of ERISA, the Company will not incur such expenses or fees, if such expenses and fees arise in connection with such services, to the extent that they are performed by the Administrator (as opposed to a sub-administrator appointed by the Administrator); (xiv) expenses of the Board (including the reasonable costs of legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Board, as well as travel and out-of-pocket expenses related to the attendance by directors at Board meetings), to the extent permitted under applicable law, including ERISA, if applicable; (xv) annual or special meetings of the stockholders of the Company (“Shareholders”); (xvi) the costs and expenses associated with preparing, filing and delivering to Shareholders periodic and other reports and filings required under federal securities laws as a result of the Company’s common stock status as a BDC; (xvii) ongoing Company offering expenses; (xviii) federal and state registration fees pertaining to the Company; (xix) costs of Company-related proxy statements, Shareholders’ reports and notices; (xx) costs associated with obtaining fidelity bonds as required by the Investment Company Act and Section 412 of ERISA; (xxi) printing, mailing and all other securitiessimilar direct expenses relating to the Company; (xxii) expenses incurred in preparation for or in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the Company, including but not limited to external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts; investment advisory and (xxiii) only to the extent (i) “benefit plan investors”, as defined in Section 3(42) of ERISA and management fees; administration feesany regulations promulgated thereunder, if anyhold less than 25% of the Company’s shares, payable under or (ii) the Administration Agreement between the Company and Solar Capital Management, LLC (the “Administrator”)Company’s shares are listed on a national securities exchange, the Company’s administrator; fees payable to third partiesallocable portion of overhead, including agentsoffice equipment and supplies, consultants or other advisors, relating to, or associated with, evaluating rent and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of preparing and filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bondcompensation paid to accounting, directors compliance and officers/errors administrative staff employed by the Adviser, or its affiliates who provide services to the Company necessary for its operation, including related taxes, health insurance and omissions liability insuranceother benefits. Investment-related expenses with respect to investments in which the Company invests together with one or more parallel funds (or co-investment vehicles) shall generally be allocated among all such entities on the basis of capital invested by each such entity into the relevant investment; provided that if the Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, and the Adviser may allocate such expenses among such entities in any other insurance premiums; direct costs manner that the Adviser believes in good faith to be fair 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 administering the Company’s business, including payments under the Administration Agreement between the Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffsequitable.