Common use of Compliance with Applicable Law; Permits Clause in Contracts

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser is, and at all times since it became the investment adviser to the Acquiror has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. The Acquiror Adviser has not received any written or, to the Acquiror Adviser’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. (c) The Acquiror Adviser holds and is in compliance with all Permits required in order to permit the Acquiror Adviser to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. The Acquiror Adviser has not received any written or, to the Acquiror Adviser’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. (d) The Acquiror Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act and, during the period prior to the date of this Agreement that the Acquiror Adviser has been the investment adviser to the Acquiror, the Acquiror Adviser has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror and its Consolidated Subsidiaries, taken as a whole. (e) During the period prior to the date of this Agreement that it has been the investment adviser to the Acquiror, there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror Adviser.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser is, and at all times since it became required by the Investment Advisers Act when Adviser has been the investment adviser to the Acquiror PIF or SLIC has been, duly registered as an investment adviser under the Investment Advisers Act. Adviser is, and at all times required by applicable Law (other than the Investment Advisers Act) when Adviser has been the investment adviser to PIF or SLIC has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification, except where the failure to be so registered, licensed or qualified would not prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (b) The Acquiror Adviser is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws with regard to its management of each of SLIC and PIF, including, if and to the extent applicable, the Investment Advisers Act, Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a an SLIC Material Adverse Effect with respect to the Acquiror Adviseror a PIF Material Adverse Effect. The Acquiror Adviser has not received any written or, to the Acquiror Adviser’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable LawsLaws with regard to its management of each of SLIC and PIF, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have a an SLIC Material Adverse Effect with respect to the Acquiror Adviseror a PIF Material Adverse Effect. (c) The Acquiror Adviser holds and is in compliance with all Permits required in order to permit the Acquiror Adviser to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a an SLIC Material Adverse Effect with respect to the Acquiror Adviseror a PIF Material Adverse Effect. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a an SLIC Material Adverse Effect with respect to the Acquiror Adviseror a PIF Material Adverse Effect. The Acquiror Adviser has not received any written or, to the Acquiror Adviser’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have a an SLIC Material Adverse Effect with respect to the Acquiror Adviseror a PIF Material Adverse Effect. (d) The Acquiror Adviser has implemented written policies and procedures as required by Rule 206(4)-7 promulgated under the Investment Advisers Act (complete and correct copies of which have been made available to SLIC and PIF) and, during the period prior to the date of this Agreement that the Acquiror Adviser has been the investment adviser to the AcquirorSLIC or PIF, the Acquiror Adviser has been in compliance with such policies and proceduresprocedures with regard to its management of SLIC and PIF, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror SLIC and its Consolidated Subsidiaries, taken as a whole, or PIF and its Consolidated Subsidiaries, taken as a whole. (e) During the period prior to the date of this Agreement that it has been the investment adviser to the AcquirorPIF or SLIC, there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror Adviser.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser Joint Advisor is, and at all times required by the Investment Advisers Act since it became the investment adviser to the Acquiror April 9, 2018 has been, duly registered as an investment adviser under the Investment Advisers Act. The Joint Advisor is, and at all times required by applicable Law (other than the Investment Advisers Act) since April 9, 2018 has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification, except where the failure to be so registered, licensed or qualified would not, have a Material Adverse Effect. (b) The Acquiror Adviser Joint Advisor is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws Laws, including, if and to the extent applicable, the Investment Advisers Act, Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserJoint Advisor. The Acquiror Adviser Joint Advisor has not received any written or, to the Acquiror AdviserJoint Advisor’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect be material to the Acquiror AdviserJoint Advisor. (c) The Acquiror Adviser Joint Advisor holds and is in compliance with all Permits required in order to permit the Acquiror Adviser Joint Advisor to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect be material to the Acquiror AdviserJoint Advisor. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect be material to the Acquiror AdviserJoint Advisor. The Acquiror Adviser Joint Advisor has not received any written or, to the Acquiror AdviserJoint Advisor’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect be material to the Acquiror AdviserJoint Advisor. (d) The Acquiror Adviser Joint Advisor has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available to CCT II, FSIC III, FSIC IV and FSIC II) and, during the period prior to the date of this Agreement that the Acquiror Adviser Joint Advisor has been the investment adviser to the AcquirorFSIC II, FSIC III, FSIC IV or CCT II, the Acquiror Adviser Joint Advisor has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror FSIC II and its Consolidated Subsidiaries, taken as a whole, FSIC III and its Consolidated Subsidiaries, taken as a whole, FSIC IV and its Consolidated Subsidiaries, taken as a whole, or CCT II and its Consolidated Subsidiaries, taken as a whole. (e) During the period prior to the date of this Agreement that it has been the investment adviser to the AcquirorFSIC II, FSIC III, FSIC IV or CCT II, there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror AdviserJoint Advisor.

Compliance with Applicable Law; Permits. (a) The Each of Acquiror Adviser is, and at all times since it became the investment adviser to the Acquiror has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser its Subsidiaries is in compliancepossession of all franchises, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and has been operated in complianceorders of any Governmental Authority necessary for each of Acquiror or any of its Subsidiaries to own, in all material respectslease and operate its properties or to carry on its business as it is now being conducted (the “Acquiror Permits”), with all applicable Laws other than as would notexcept where the failure to have, individually or in the aggregatesuspension or cancellation of, any of Acquiror Permits could not reasonably be expected to have a Material Adverse Effect with respect to on Acquiror or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror Adviserfrom performing its obligations under this Agreement. The As of the date of this Agreement, no suspension or cancellation of any of Acquiror Adviser has not received any written Permits is pending or, to the knowledge of Acquiror, threatened, except where the failure to have, or the suspension or cancellation of, any of Acquiror Adviser’s knowledgePermits could not reasonably be expected to prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror from performing its obligations under this Agreement and could not reasonably be expected to have a Material Adverse Effect. Neither Acquiror nor any of its Subsidiaries is in material conflict with, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregatedefault, breach or violation of, (a) any Law applicable to Acquiror or any of its Subsidiaries or by which any property or asset of Acquiror or any of its Subsidiaries is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Acquiror Permit, franchise or other instrument or obligation to which Acquiror or any of its Subsidiaries is a party or by which Acquiror or any of its Subsidiaries or any property or asset of Acquiror or any of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. (c) The Acquiror Adviser holds and is in compliance with all Permits required in order to permit the Acquiror Adviser to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. The Acquiror Adviser has not received any written or, to the Acquiror Adviser’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke prevent or materially limit any such Permits, which Proceeding would, individually or in delay consummation of the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. (d) The Acquiror Adviser has implemented written policies and procedures as required transactions contemplated by Rule 206(4)-7 under the Investment Advisers Act and, during the period prior to the date of this Agreement that the or otherwise prevent or materially delay Acquiror Adviser has been the investment adviser to the Acquiror, the Acquiror Adviser has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror and from performing its Consolidated Subsidiaries, taken as a wholeobligations under this Agreement. (e) During the period prior to the date of this Agreement that it has been the investment adviser to the Acquiror, there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror Adviser.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser BCIA is, and at all times since it became the investment adviser to the Acquiror January 1, 2021, has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser TCP is, and at all times since January 1, 2021, has been, duly registered as an investment adviser under the Investment Advisers Act. (c) Such Advisor is in compliance, and since January 1, 2021, has been operated in compliance, in all material respects, with all applicable Laws Laws, including, if and to the extent applicable, the Investment Advisers Act, Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Advisersuch Advisor. The Acquiror Adviser Since January 1, 2021, such Advisor has not received any written or, to the Acquiror Advisersuch Advisor’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to be prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror Advisersuch Advisor. (cd) The Acquiror Adviser Such Advisor holds and is in compliance with all Permits required in order to permit the Acquiror Adviser such Advisor to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror Advisersuch Advisor. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror Advisersuch Advisor. The Acquiror Adviser Since January 1, 2021, such Advisor has not received any written or, to the Acquiror Advisersuch Advisor’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror Advisersuch Advisor, as applicable. (de) The Acquiror Adviser Such Advisor has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available TCPC (in the case of TCP) or BCIC (in the case of BCIA)) and, during the period prior to the date of this Agreement Signing Date that the Acquiror Adviser such Advisor has been the investment adviser to TCPC (in the Acquirorcase of TCP) or BCIC (in the case of BCIA), the Acquiror Adviser such Advisor has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to TCPC (in the Acquiror and its case of TCP) or BCIC (in the case of BCIA), and, in each case, their respective Consolidated Subsidiaries, taken as a whole. (e) During the period prior to the date of this Agreement that it has been the investment adviser to the Acquiror, there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror Adviser.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser GC Advisors is, and at all times since it became required by the Investment Advisers Act when GC Advisors has been the investment adviser to the Acquiror GBDC or GCIC has been, duly registered as an investment adviser under the Investment Advisers Act. GC Advisors is, and at all times required by applicable Law (other than the Investment Advisers Act) when GC Advisors has been the investment adviser to GBDC or GCIC has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification, except where the failure to be so registered, licensed or qualified would not, have a Material Adverse Effect. (b) The Acquiror Adviser GC Advisors is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws Laws, including, if and to the extent applicable, the Investment Advisers Act, Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserGC Advisors. The Acquiror Adviser GC Advisors has not received any written or, to the Acquiror Adviser’s GC Advisors’ knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect be material to the Acquiror AdviserGC Advisors. (c) The Acquiror Adviser GC Advisors holds and is in compliance with all Permits required in order to permit the Acquiror Adviser GC Advisors to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect be material to the Acquiror AdviserGC Advisors. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect be material to the Acquiror AdviserGC Advisors. The Acquiror Adviser GC Advisors has not received any written or, to the Acquiror Adviser’s GC Advisors’ knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect be material to the Acquiror AdviserGC Advisors. (d) The Acquiror Adviser GC Advisors has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available to GCIC and GBDC) and, during the period prior to the date of this Agreement that the Acquiror Adviser GC Advisors has been the investment adviser to the AcquirorGBDC or GCIC, the Acquiror Adviser GC Advisors has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror GBDC and its Consolidated Subsidiaries, taken as a whole, or GCIC and its Consolidated Subsidiaries, taken as a whole. (e) During the period prior to the date of this Agreement that it has been the investment adviser to the AcquirorGBDC or GCIC, there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror AdviserGC Advisors.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser is, Each of OTF and at all times since it became the investment adviser to the Acquiror has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserOTF. The Acquiror Adviser OTF has not received any written or, to the Acquiror AdviserOTF’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF. All shares of OTF Common Stock have been offered and sold in compliance with an appropriate exemption from the Acquiror Adviserregistration requirements of the Securities Act, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF. OTF is not subject to any “stop order” and is, and was, fully qualified to sell shares of OTF Common Stock in each jurisdiction in which such shares were offered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF. (b) OTF is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF. (c) The Acquiror Adviser OTF has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF Board and satisfactorily remedied or are in the process of being remedied or those that would not, reasonably be expected to have a Material Adverse Effect with respect to OTF. (d) Each of OTF and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit the Acquiror Adviser OTF and each of its Consolidated Subsidiaries to own or lease its their properties and assets and to conduct its business their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserOTF. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserOTF. The Acquiror Adviser OTF has not received any written or, to the Acquiror AdviserOTF’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. (d) The Acquiror Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act and, during the period prior to the date of this Agreement that the Acquiror Adviser has been the investment adviser to the Acquiror, the Acquiror Adviser has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror and its Consolidated Subsidiaries, taken as a wholeOTF. (e) During No “affiliated person” (as defined under the period prior Investment Company Act) of OTF has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the date Knowledge of this Agreement OTF, threatened that it has been would result in any such disqualification. (f) The minute books and other similar records of OTF maintained since the investment adviser to the Acquiror, there has been no Applicable Date contain a true and complete record in all material adverse change respects of all action taken at all meetings and by all written consents in the operations, affairs or regulatory status lieu of meetings of the Acquiror Adviserstockholders of OTF, the OTF Board and any committees of the OTF Board.

Compliance with Applicable Law; Permits. (a) The Acquiror Each Adviser is, and at all times since it became the investment adviser to the Acquiror Applicable Date, has been, duly registered as an investment adviser under the Investment Advisers Act. Each Adviser is, and at all times required by applicable Law (other than the Investment Advisers Act) when such Adviser has been the investment adviser to OTF or OTF II has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification, except where the failure to be so registered, licensed or qualified would not prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to OTF II or OTF. (b) The Acquiror Such Adviser is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws with regard to its management of OTF II and OTF, as applicable, including, if and to the extent applicable, the Investment Advisers Act, Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserOTF II or OTF. The Acquiror Neither Adviser has not received any written or, or to the Acquiror such Adviser’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable LawsLaws with regard to its management of OTF II or OTF, as applicable, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserOTF II or OTF, as applicable. (c) The Acquiror Each Adviser holds and is in compliance with all Permits required in order to permit the Acquiror such Adviser to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserOTF II or OTF. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserOTF II or OTF. The Acquiror Neither Adviser has not received any written or, to the Acquiror such Adviser’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserOTF II or OTF. (d) The Acquiror Each Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available to OTF II (in the case of OTF II Adviser) and OTF (in the case of OTF Adviser)) and, during the period prior to the date of this Agreement that the Acquiror such Adviser has been the investment adviser to OTF (in the Acquirorcase of OTF Adviser) or OTF II (in the case of OTF II Adviser), the Acquiror such Adviser has been in compliance with such policies and procedures, procedures with regard to its management of OTF II (in the case of OTF II Adviser) and OTF (in the case of OTF Adviser) except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, reasonably be material expected to the Acquiror and its Consolidated Subsidiaries, taken as have a wholeMaterial Adverse Effect with respect to OTF or OTF II. (e) During the period prior to the date of this Agreement that it has been the investment adviser to OTF (in the Acquiror, case of OTF Adviser) or OTF II (in the case of OTF II Adviser) there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror such Adviser.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser is, and at all times since it became the investment adviser to Each of the Acquiror has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserAcquiror. The Acquiror Adviser has not received any written or, to the Acquiror AdviserAcquiror’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to be material to the Acquiror and its Consolidated Subsidiaries, taken as a whole. The Acquiror has operated in compliance with all listing standards of NASDAQ since the Applicable Date other than as would not, individually or in the aggregate, reasonably be expected to be material to the Acquiror and its Consolidated Subsidiaries, taken as a whole. (b) The Acquiror is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserAcquiror. (c) The Acquiror Adviser has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for the Acquiror, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the Acquiror Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to be material to the Acquiror and its Consolidated Subsidiaries, taken as a whole. (d) Each of the Acquiror and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit the Acquiror Adviser and each of its Consolidated Subsidiaries to own or lease its their properties and assets and to conduct its business their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect be material to the Acquiror Adviserand its Consolidated Subsidiaries, taken as a whole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect be material to the Acquiror Adviserand its Consolidated Subsidiaries, taken as a whole. The Acquiror Adviser has not received any written or, to the Acquiror AdviserAcquiror’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. (d) The Acquiror Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act and, during the period prior to the date of this Agreement that the Acquiror Adviser has been the investment adviser to the Acquiror, the Acquiror Adviser has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror and its Consolidated Subsidiaries, taken as a whole. (e) During No “affiliated person” (as defined under the period prior Investment Company Act) of the Acquiror has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the date knowledge of this Agreement that it has been the investment adviser to the Acquiror, there has been no material adverse change threatened that would result in the operations, affairs or regulatory status any such disqualification. (f) The minute books and other similar records of the Acquiror Advisermaintained since the Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of the Acquiror, the Acquiror Board and any committees of the Acquiror Board.

Compliance with Applicable Law; Permits. Except as otherwise set forth on Section 5.3 of the GSAM Disclosure Schedule, (a) The Acquiror Adviser GSAM is, and at all times since it became required by the Investment Advisers Act when GSAM has been the investment adviser to the Acquiror MMLC or GSBD has been, duly registered as an investment adviser under the Investment Advisers Act. GSAM is, and at all times required by applicable Law (other than the Investment Advisers Act) when GSAM has been the investment adviser to MMLC or GSBD has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification, except where the failure to be so registered, licensed or qualified would not prevent GSAM from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect on GSBD or MMLC. (b) The Acquiror Adviser GSAM is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws with regard to its management of each of GSBD and MMLC, including, if and to the extent applicable, the Investment Advisers Act, Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to prevent GSAM from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserGSBD or MMLC. The Acquiror Adviser GSAM has not received any written or, to the Acquiror AdviserGSAM’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable LawsLaws with regard to its management of each of GSBD and MMLC, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent GSAM from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserGSBD or MMLC. (c) The Acquiror Adviser GSAM holds and is in compliance with all Permits required in order to permit the Acquiror Adviser GSAM to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to prevent GSAM from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserGSBD or MMLC. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to prevent GSAM from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserGSBD or MMLC. The Acquiror Adviser GSAM has not received any written or, to the Acquiror AdviserGSAM’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to prevent GSAM from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserGSBD or MMLC. (d) The Acquiror Adviser GSAM has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available to GSBD and MMLC) and, during the period prior to the date of this Agreement that the Acquiror Adviser GSAM has been the investment adviser to the AcquirorMMLC or GSBD, the Acquiror Adviser GSAM has been in compliance with such policies and proceduresprocedures with regard to its management of GSBD and MMLC, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror MMLC and its Consolidated Subsidiaries, taken as a whole, or GSBD and its Consolidated Subsidiaries, taken as a whole. (e) During the period prior to the date of this Agreement that it has been the investment adviser to the AcquirorMMLC or GSBD, there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror AdviserGSAM.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser GC Advisors is, and at all times since it became required by the Investment Advisers Act when GC Advisors has been the investment adviser to the Acquiror GBDC or GBDC 3 has been, duly registered as an investment adviser under the Investment Advisers Act. GC Advisors is, and at all times required by applicable Law (other than the Investment Advisers Act) when GC Advisors has been the investment adviser to GBDC or GBDC 3 has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification, except where the failure to be so registered, licensed or qualified would not prevent GC Advisors from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to GBDC 3 or GBDC. (b) The Acquiror Adviser GC Advisors is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws with regard to its management of each of GBDC 3 and GBDC, including, if and to the extent applicable, the Investment Advisers Act, Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to prevent GC Advisors from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserGBDC 3 or GBDC. The Acquiror Adviser GC Advisors has not received any written or, to the Acquiror Adviser’s GC Advisors’ knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable LawsLaws with regard to its management of each of GBDC 3 and GBDC, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent GC Advisors from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserGBDC 3 or GBDC. (c) The Acquiror Adviser GC Advisors holds and is in compliance with all Permits required in order to permit the Acquiror Adviser GC Advisors to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to prevent GC Advisors from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserGBDC 3 or GBDC. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to prevent GC Advisors from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserGBDC 3 or GBDC. The Acquiror Adviser GC Advisors has not received any written or, to the Acquiror Adviser’s GC Advisors’ knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to prevent GC Advisors from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserGBDC 3 or GBDC. (d) The Acquiror Adviser GC Advisors has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available to GBDC 3 and GBDC) and, during the period prior to the date of this Agreement that the Acquiror Adviser GC Advisors has been the investment adviser to the AcquirorGBDC or GBDC 3, the Acquiror Adviser GC Advisors has been in compliance with such policies and proceduresprocedures with regard to its management of GBDC 3 and GBDC, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror GBDC and its Consolidated Subsidiaries, taken as a whole, or GBDC 3 and its Consolidated Subsidiaries, taken as a whole. (e) During the period prior to the date of this Agreement that it has been the investment adviser to the AcquirorGBDC or GBDC 3, there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror AdviserGC Advisors.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser BCIA is, and at all times since it became the investment adviser to the Acquiror January 1, 2021, has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser TCP is, and at all times since January 1, 2021, has been, duly registered as an investment adviser under the Investment Advisers Act. (c) Such Advisor is in compliance, and since January 1, 2021, has been operated in compliance, in all material respects, with all applicable Laws Laws, including, if and to the extent applicable, the Investment Advisers Act, Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Advisersuch Advisor. The Acquiror Adviser Since January 1, 2021, such Advisor has not received any written or, to the Acquiror Advisersuch Advisor’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to be prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror Advisersuch Advisor. (cd) The Acquiror Adviser Such Advisor holds and is in compliance with all Permits required in order to permit the Acquiror Adviser such Advisor to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror Advisersuch Advisor. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror Advisersuch Advisor. The Acquiror Adviser Since January 1, 2021, such Advisor has not received any written or, to the Acquiror Advisersuch Advisor’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror Advisersuch Advisor, as applicable. (de) The Acquiror Adviser Such Advisor has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available TCPC (in the case of TCP) or BCIC (in the case of BCIA)) and, during the period prior to the date of this Agreement that the Acquiror Adviser such Advisor has been the investment adviser to TCPC (in the Acquirorcase of TCP) or BCIC (in the case of BCIA), the Acquiror Adviser such Advisor has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to TCPC (in the Acquiror and its case of TCP) or BCIC (in the case of BCIA), and, in each case, their respective Consolidated Subsidiaries, taken as a whole. (e) During the period prior to the date of this Agreement that it has been the investment adviser to the Acquiror, there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror Adviser.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser is, and at all times since it became the investment adviser to the Acquiror and the Company has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserCompany or the Acquiror. The Acquiror Adviser has not received any written or, to the Acquiror Adviser’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserCompany or the Acquiror. (c) The Acquiror Adviser holds and is in compliance with all Permits required in order to permit the Acquiror Adviser to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserCompany or the Acquiror. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. The Acquiror Adviser has not received any written or, to the Acquiror Adviser’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserCompany or the Acquiror. (d) The Acquiror Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act and, during the period prior to the date of this Agreement that the Acquiror Adviser has been the investment adviser to the AcquirorAcquiror and the Company, the Acquiror Adviser has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror and its Consolidated Subsidiaries, taken as a whole, or the Company and its Consolidated Subsidiaries, taken as a whole. (e) During the period prior to the date of this Agreement that it has been the investment adviser to the AcquirorAcquiror and the Company, there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror AdviserCompany or the Acquiror.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser is, Each of OCSI and at all times since it became the investment adviser to the Acquiror has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws Laws, including the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserOCSI. The Acquiror Adviser OCSI has not received any written or, to the Acquiror AdviserOCSI’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to be material to OCSI and its Consolidated Subsidiaries, taken as a whole. OCSI has operated in compliance with all listing standards of the Nasdaq since the Applicable Date other than as would not, individually or in the aggregate, reasonably be expected to be material to OCSI and its Consolidated Subsidiaries, taken as a whole. (b) OCSI is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserOCSI. (c) The Acquiror Adviser OCSI has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OCSI, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OCSI Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to be material to OCSI and its Consolidated Subsidiaries, taken as a whole. (d) Each of OCSI and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit the Acquiror Adviser OCSI and each of its Consolidated Subsidiaries to own or lease its their properties and assets and to conduct its business their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to OCSI and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to the Acquiror Adviserwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to OCSI and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to the Acquiror Adviserwhole. The Acquiror Adviser OCSI has not received any written or, to the Acquiror AdviserOCSI’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. (d) The Acquiror Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act and, during the period prior to the date of this Agreement that the Acquiror Adviser has been the investment adviser to the Acquiror, the Acquiror Adviser has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror OCSI and its Consolidated Subsidiaries, taken as a whole. (e) During No “affiliated person” (as defined under the period prior Investment Company Act) of OCSI has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the date knowledge of this Agreement OCSI, threatened that it has been would result in any such disqualification. (f) The minute books and other similar records of OCSI maintained since the investment adviser to the Acquiror, there has been no Applicable Date contain a true and complete record in all material adverse change respects of all action taken at all meetings and by all written consents in the operations, affairs or regulatory status lieu of meetings of the Acquiror Adviserstockholders of OCSI, the OCSI Board and any committees of the OCSI Board.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser is, Each of CSL and at all times since it became the investment adviser to the Acquiror has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws Laws, including the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserCSL. The Acquiror Adviser CSL has not received any written or, to the Acquiror AdviserCSL’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to CSL. CSL has operated in compliance with all listing standards of the Acquiror AdviserNasdaq since the Applicable Date other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to CSL. (b) CSL is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to CSL. (c) The Acquiror Adviser CSL has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for CSL, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the CSL Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to CSL. (d) Each of CSL and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit the Acquiror Adviser CSL and each of its Consolidated Subsidiaries to own or lease its their properties and assets and to conduct its business their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserCSL. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserCSL. The Acquiror Adviser CSL has not received any written or, to the Acquiror AdviserCSL’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. (d) The Acquiror Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act and, during the period prior to the date of this Agreement that the Acquiror Adviser has been the investment adviser to the Acquiror, the Acquiror Adviser has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror and its Consolidated Subsidiaries, taken as a wholeCSL. (e) During No “affiliated person” (as defined under the period prior Investment Company Act) of CSL has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the date knowledge of this Agreement CSL, threatened that it has been would result in any such disqualification. (f) The minute books and other similar records of CSL maintained since the investment adviser to the Acquiror, there has been no Applicable Date contain a true and complete record in all material adverse change respects of all action taken at all meetings and by all written consents in the operations, affairs or regulatory status lieu of meetings of the Acquiror Adviserstockholders of CSL, the CSL Board and any committees of the CSL Board.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser CSL III Advisor is, and at all times since it became required by the Investment Advisers Act when CSL III Advisor has been the investment adviser to the Acquiror CSL III has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser CGCIM is, and at all times required by the Investment Advisers Act when CGCIM has been the investment adviser to CSL has been, duly registered as an investment adviser under the Investment Advisers Act. (c) Such Advisor is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Advisersuch Advisor. The Acquiror Adviser Such Advisor has not received any written or, to the Acquiror Advisersuch Advisor’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to be prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror AdviserCSL or CSL III. (cd) The Acquiror Adviser Such Advisor holds and is in compliance with all Permits required in order to permit the Acquiror Adviser such Advisor to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror AdviserCSL or CSL III. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror AdviserCSL or CSL III. The Acquiror Adviser Such Advisor has not received any written or, to the Acquiror Advisersuch Advisor’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror AdviserCSL or CSL III. (de) The Acquiror Adviser Such Advisor has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available to CSL III (in case of CSL III Advisor) and CSL (in case of CGCIM)) and, during the period prior to the date of this Agreement that the Acquiror Adviser such Advisor has been the investment adviser to the AcquirorCSL III (in case of CSL III Advisor) and CSL (in case of CGCIM), the Acquiror Adviser such Advisor has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror CSL III (in case of CSL III Advisor) and its CSL (in case of CGCIM), and, in each case, their respective Consolidated Subsidiaries, taken as a whole. (ef) During the period prior to the date of this Agreement that it has been the investment adviser to the AcquirorCSL or CSL III, there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror Advisersuch Advisor.

Compliance with Applicable Law; Permits. (a) The Acquiror Each Adviser is, and at all times since it became the investment adviser to the Acquiror Applicable Date, has been, duly registered as an investment adviser under the Investment Advisers Act. Each Adviser is, and at all times required by applicable Law (other than the Investment Advisers Act) when such Adviser has been the investment adviser to OBDC or OBDE has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification, except where the failure to be so registered, licensed or qualified would not prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to OBDE or OBDC. (b) The Acquiror Such Adviser is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws with regard to its management of OBDE and OBDC, as applicable, including, if and to the extent applicable, the Investment Advisers Act, Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserOBDE or OBDC. The Acquiror Neither Adviser has not received any written or, or to the Acquiror such Adviser’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable LawsLaws with regard to its management of OBDE or OBDC, as applicable, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserOBDE or OBDC, as applicable. (c) The Acquiror Each Adviser holds and is in compliance with all Permits required in order to permit the Acquiror such Adviser to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserOBDE or OBDC. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserOBDE or OBDC. The Acquiror Neither Adviser has not received any written or, to the Acquiror such Adviser’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserOBDE or OBDC. (d) The Acquiror Each Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available to OBDE (in the case of OBDE Adviser) and OBDC (in the case of OBDC Adviser)) and, during the period prior to the date of this Agreement that the Acquiror such Adviser has been the investment adviser to OBDC (in the Acquirorcase of OBDC Adviser) or OBDE (in the case of OBDE Adviser), the Acquiror such Adviser has been in compliance with such policies and procedures, procedures with regard to its management of OBDE (in the case of OBDE Adviser) and OBDC (in the case of OBDC Adviser) except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, reasonably be material expected to the Acquiror and its Consolidated Subsidiaries, taken as have a wholeMaterial Adverse Effect with respect to OBDC or OBDE. (e) During the period prior to the date of this Agreement that it has been the investment adviser to OBDC (in the Acquiror, case of OBDC Adviser) or OBDE (in the case of OBDE Adviser) there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror such Adviser.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser OFA is, and at all times since it became the investment adviser to the Acquiror OCSL or OCSI has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser OFA is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserOFA. The Acquiror Adviser OFA has not received any written or, to the Acquiror AdviserOFA’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to be prevent OFA from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror AdviserOCSL or OCSI. (c) The Acquiror Adviser OFA holds and is in compliance with all Permits required in order to permit the Acquiror Adviser OFA to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to prevent OFA from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror AdviserOCSL or OCSI. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to prevent OFA from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror AdviserOCSL or OCSI. The Acquiror Adviser OFA has not received any written or, to the Acquiror AdviserOFA’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to prevent OFA from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the Acquiror AdviserOCSL or OCSI. (d) The Acquiror Adviser OFA has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available to OCSI and OCSL) and, during the period prior to the date of this Agreement that the Acquiror Adviser OFA has been the investment adviser to the AcquirorOCSL or OCSI, the Acquiror Adviser OFA has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror OCSL and its Consolidated Subsidiaries, taken as a whole, or OCSI and its Consolidated Subsidiaries, taken as a whole. (e) During the period prior to the date of this Agreement that it has been the investment adviser to the AcquirorOCSL or OCSI, there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror AdviserOFA.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser Joint Advisor is, and at all times since it became required by the Investment Advisers Act when the Joint Advisor has been the investment adviser to the Acquiror FSKR or FSK has been, duly registered as an investment adviser under the Investment Advisers Act. The Joint Advisor is, and at all times required by applicable Law (other than the Investment Advisers Act) when the Joint Advisor has been the investment adviser to FSKR or FSK has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification, except where the failure to be so registered, licensed or qualified would not prevent the Joint Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect on FSK or FSKR. (b) The Acquiror Adviser Joint Advisor is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws with regard to its management of each of FSK and FSKR, including, if and to the extent applicable, the Investment Advisers Act, Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to prevent the Joint Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserFSK or FSKR. The Acquiror Adviser Joint Advisor has not received any written or, to the Acquiror AdviserJoint Advisor’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable LawsLaws with regard to its management of each of FSK and FSKR, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent the Joint Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserFSK or FSKR. (c) The Acquiror Adviser Joint Advisor holds and is in compliance with all Permits required in order to permit the Acquiror Adviser Joint Advisor to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to prevent the Joint Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserFSK or FSKR. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to prevent the Joint Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserFSK or FSKR. The Acquiror Adviser Joint Advisor has not received any written or, to the Acquiror AdviserJoint Advisor’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to prevent the Joint Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the Acquiror AdviserFSK or FSKR. (d) The Acquiror Adviser Joint Advisor has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available to FSK and FSKR) and, during the period prior to the date of this Agreement that the Acquiror Adviser Joint Advisor has been the investment adviser to the AcquirorFSKR or FSK, the Acquiror Adviser Joint Advisor has been in compliance with such policies and proceduresprocedures with regard to its management of FSK and FSKR, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror FSKR and its Consolidated Subsidiaries, taken as a whole, or FSK and its Consolidated Subsidiaries, taken as a whole. (e) During the period prior to the date of this Agreement that it has been the investment adviser to the AcquirorFSKR or FSK, there has been no material adverse change in the operations, affairs or regulatory status of the Acquiror AdviserJoint Advisor.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser is, Each of OBDE and at all times since it became the investment adviser to the Acquiror has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserOBDE. The Acquiror Adviser OBDE has not received any written or, to the Acquiror AdviserOBDE’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE. OBDE has operated in compliance with all listing standards of the Acquiror AdviserNYSE since the Applicable Date other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE. OBDE is not subject to any “stop order” and is, and was, fully qualified to sell shares of OBDE Common Stock in each jurisdiction in which such shares were registered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE. (b) OBDE is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE. (c) The Acquiror Adviser OBDE has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OBDE, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OBDE Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE. (d) Each of OBDE and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit the Acquiror Adviser OBDE and each of its Consolidated Subsidiaries to own or lease its their properties and assets and to conduct its business their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserOBDE. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserOBDE. The Acquiror Adviser OBDE has not received any written or, to the Acquiror AdviserOBDE’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. (d) The Acquiror Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act and, during the period prior to the date of this Agreement that the Acquiror Adviser has been the investment adviser to the Acquiror, the Acquiror Adviser has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror and its Consolidated Subsidiaries, taken as a wholeOBDE. (e) During No “affiliated person” (as defined under the period prior Investment Company Act) of OBDE has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the date Knowledge of this Agreement OBDE, threatened that it has been would result in any such disqualification. (f) The minute books and other similar records of OBDE maintained since the investment adviser to the Acquiror, there has been no Applicable Date contain a true and complete record in all material adverse change respects of all action taken at all meetings and by all written consents in the operations, affairs or regulatory status lieu of meetings of the Acquiror Adviserstockholders of OBDE, the OBDE Board and any committees of the OBDE Board.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser is, Each of OBDC and at all times since it became the investment adviser to the Acquiror has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserOBDC. The Acquiror Adviser OBDC has not received any written or, to the Acquiror AdviserOBDC’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC. OBDC has operated in compliance with all listing standards of the Acquiror AdviserNYSE since the Applicable Date, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC. OBDC is not subject to any “stop order” and is, and was, fully qualified to sell shares of OBDC Common Stock in each jurisdiction in which such shares were registered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC. (b) OBDC is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC. (c) The Acquiror Adviser OBDC has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OBDC, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OBDC Board and satisfactorily remedied or are in the process of being remedied or those that would not, reasonably be expected to have a Material Adverse Effect with respect to OBDC. (d) Each of OBDC and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit the Acquiror Adviser OBDC and each of its Consolidated Subsidiaries to own or lease its their properties and assets and to conduct its business their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserOBDC. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserOBDC. The Acquiror Adviser OBDC has not received any written or, to the Acquiror AdviserOBDC’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. (d) The Acquiror Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act and, during the period prior to the date of this Agreement that the Acquiror Adviser has been the investment adviser to the Acquiror, the Acquiror Adviser has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror and its Consolidated Subsidiaries, taken as a wholeOBDC. (e) During No “affiliated person” (as defined under the period prior Investment Company Act) of OBDC has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the date Knowledge of this Agreement OBDC, threatened that it has been would result in any such disqualification. (f) The minute books and other similar records of OBDC maintained since the investment adviser to the Acquiror, there has been no Applicable Date contain a true and complete record in all material adverse change respects of all action taken at all meetings and by all written consents in the operations, affairs or regulatory status lieu of meetings of the Acquiror Adviserstockholders of OBDC, the OBDC Board and any committees of the OBDC Board.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser is, Each of SLRC and at all times since it became the investment adviser to the Acquiror has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserSLRC. The Acquiror Adviser SLRC has not received any written or, to the Acquiror AdviserSLRC’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to be material to SLRC and its Consolidated Subsidiaries, taken as a whole. SLRC has operated in compliance with all listing standards of the Nasdaq since the Applicable Date other than as would not, individually or in the aggregate, reasonably be expected to be material to SLRC and its Consolidated Subsidiaries, taken as a whole. (b) SLRC is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserSLRC. (c) The Acquiror Adviser SLRC has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for SLRC, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the SLRC Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to be material to SLRC and its Consolidated Subsidiaries, taken as a whole. (d) Each of SLRC and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit the Acquiror Adviser SLRC and each of its Consolidated Subsidiaries to own or lease its their properties and assets and to conduct its business their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to SLRC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to the Acquiror Adviserwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to SLRC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to the Acquiror Adviserwhole. The Acquiror Adviser SLRC has not received any written or, to the Acquiror AdviserSLRC’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. (d) The Acquiror Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act and, during the period prior to the date of this Agreement that the Acquiror Adviser has been the investment adviser to the Acquiror, the Acquiror Adviser has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror SLRC and its Consolidated Subsidiaries, taken as a whole. (e) During No “affiliated person” (as defined under the period prior Investment Company Act) of SLRC has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the date knowledge of this Agreement SLRC, threatened that it has been would result in any such disqualification. (f) The minute books and other similar records of SLRC maintained since the investment adviser to the Acquiror, there has been no Applicable Date contain a true and complete record in all material adverse change respects of all action taken at all meetings and by all written consents in the operations, affairs or regulatory status lieu of meetings of the Acquiror Adviserstockholders of SLRC, the SLRC Board and any committees of the SLRC Board.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser is, Each of OCSL and at all times since it became the investment adviser to the Acquiror has been, duly registered as an investment adviser under the Investment Advisers Act. (b) The Acquiror Adviser each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws Laws, including the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserOCSL. The Acquiror Adviser OCSL has not received any written or, to the Acquiror AdviserOCSL’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to be material to OCSL and its Consolidated Subsidiaries, taken as a whole. OCSL has operated in compliance with all listing standards of the Nasdaq since the Applicable Date other than as would not, individually or in the aggregate, reasonably be expected to be material to OCSL and its Consolidated Subsidiaries, taken as a whole. (b) OCSL is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror AdviserOCSL. (c) The Acquiror Adviser OCSL has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OCSL, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OCSL Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to be material to OCSL and its Consolidated Subsidiaries, taken as a whole. (d) Each of OCSL and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit the Acquiror Adviser OCSL and each of its Consolidated Subsidiaries to own or lease its their properties and assets and to conduct its business their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to OCSL and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to the Acquiror Adviserwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to OCSL and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to the Acquiror Adviserwhole. The Acquiror Adviser OCSL has not received any written or, to the Acquiror AdviserOCSL’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser. (d) The Acquiror Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act and, during the period prior to the date of this Agreement that the Acquiror Adviser has been the investment adviser to the Acquiror, the Acquiror Adviser has been in compliance with such policies and procedures, except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, be material to the Acquiror OCSL and its Consolidated Subsidiaries, taken as a whole. (e) During No “affiliated person” (as defined under the period prior Investment Company Act) of OCSL has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the date knowledge of this Agreement OCSL, threatened that it has been would result in any such disqualification. (f) The minute books and other similar records of OCSL maintained since the investment adviser to the Acquiror, there has been no Applicable Date contain a true and complete record in all material adverse change respects of all action taken at all meetings and by all written consents in the operations, affairs or regulatory status lieu of meetings of the Acquiror Adviserstockholders of OCSL, the OCSL Board and any committees of the OCSL Board.