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

Compliance with Applicable Law; Permits. (a) Adviser is, and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to 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) 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 an SLIC Material Adverse Effect or a PIF Material Adverse Effect. Adviser has not received any written or, to Adviser’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws 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 an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (c) Adviser holds and is in compliance with all Permits required in order to permit 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 an SLIC Material Adverse Effect or 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 an SLIC Material Adverse Effect or a PIF Material Adverse Effect. Adviser has not received any written or, to 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 an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (d) 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 Adviser has been the investment adviser to SLIC or PIF, Adviser has been in compliance with such policies and procedures 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 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 PIF or SLIC, there has been no material adverse change in the operations, affairs or regulatory status of Adviser.

Compliance with Applicable Law; Permits. (a) The Acquiror Adviser is, and at all times required by the Investment Advisers Act when Adviser has been since it became the investment adviser to PIF or SLIC the Acquiror 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith 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 with regard to its management of each of SLIC and PIFLaws, 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to the Acquiror Adviser. (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 SLIC or PIFthe Acquiror, the Acquiror Adviser has been in compliance with such policies and procedures with regard to its management of SLIC and PIFprocedures, 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 SLIC and its Consolidated Subsidiaries, taken as a whole, or PIF 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 PIF or SLICthe 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) Adviser is, Each of SLIC and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to 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) Adviser Consolidated Subsidiaries 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 PIFLaws, including, if and to the extent applicable, the Investment Advisers Act, Investment Company Act, the Securities Act and Act, the Exchange Act and ERISA, 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 not have an SLIC Material Adverse Effect or a PIF Material Adverse Effect. Adviser SLIC has not received any written or, to AdviserSLIC’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent Adviser from timely performing be material to SLIC and its material obligations under this Agreement or from consummating the Mergers Consolidated Subsidiaries, taken as a whole. SLIC is, and the was, fully qualified to sell shares of SLIC capital stock in each jurisdiction in which such shares were registered and sold, other Transactions or than as would not have an SLIC Material Adverse Effect Effect. (b) SLIC is in compliance, and since it commenced operations, 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 a PIF 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 have an SLIC Material Adverse Effect. (c) Adviser SLIC 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) promulgated under the Investment Company Act. There have been no “Material Compliance Matters” for SLIC, as such term is defined in Rule 38a-1(e)(2) promulgated under the Investment Company Act, other than those that have been reported to the SLIC 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 SLIC and its Consolidated Subsidiaries, taken as a whole. (d) Each of SLIC and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit Adviser SLIC 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 prevent Adviser from timely performing be material to SLIC and its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC Material Adverse Effect or Consolidated Subsidiaries, taken as a PIF Material Adverse Effectwhole. 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 be material to SLIC and its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an Consolidated Subsidiaries, taken as a whole. SLIC Material Adverse Effect or a PIF Material Adverse Effect. Adviser has not received any written or, to AdviserSLIC’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 an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (d) 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 Adviser has been the investment adviser to SLIC or PIF, Adviser has been in compliance with such policies and procedures 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 SLIC and its Consolidated Subsidiaries, taken as a whole, or PIF and its Consolidated Subsidiaries, taken as a whole. (e) During No “affiliated person” (as defined under the period prior Investment Company Act) of SLIC 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 PIF or SLIC, there has been no threatened that would result in any such disqualification. (f) The minute books and other similar records of SLIC maintained since the 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 lieu of meetings of the operationsstockholders of SLIC, affairs or regulatory status the SLIC Board and any committees of Adviserthe SLIC Board.

Compliance with Applicable Law; Permits. (a) Adviser isExcept as set forth in Section 5.9(a) of the Inuvo Disclosure Schedule, Inuvo and its Subsidiaries hold all material authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including, without limitation, all those that may be required by Governmental Entities engaged in the regulation of Inuvo Products) which are required for Inuvo and its Subsidiaries to own, lease, license and operate their properties and other assets and to carry on their respective business in the manner described in the Inuvo SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Inuvo Permits”), and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to PIF or SLIC has been, duly registered as an investment adviser under the Investment Advisers Act. Adviser isInuvo Permits are valid, 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 qualificationfull force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be so registeredvalid or in full force and effect of, 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) 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 any such Inuvo Permits 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 an SLIC Material Adverse Effect or a PIF Inuvo Material Adverse Effect. Adviser has not received any written or, to Adviser’s knowledge, oral notification from Section 5.9(a) of the Inuvo Disclosure Schedule sets forth a Governmental Entity list of any all material non-compliance with any applicable Laws 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 an SLIC Material Adverse Effect or a PIF Material Adverse EffectInuvo Permits. (cb) Adviser holds Inuvo and is its Subsidiaries are, and have been at all times, in compliance with all the terms of the Inuvo Permits required in order to permit Adviser to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conductedLaws relating to Inuvo and its Subsidiaries or their respective businesses, other than any assets or properties, except where the failure to hold or non-be in compliance with any the terms of the Inuvo Permits or such Permit that applicable Law 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 an SLIC Material Adverse Effect or a PIF Inuvo Material Adverse Effect. All such Permits are valid and in full force and effectTo the Knowledge of Inuvo, except as would not, individually or in the aggregate, reasonably be expected to prevent Adviser from timely performing neither Inuvo nor any of 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. Adviser Subsidiaries has not received any written or, to Adviser’s knowledge, oral notification from a any Governmental Entity (i) asserting that Inuvo or any of any material non-its Subsidiaries is not in compliance with any such Permits, and no Proceeding is pending Law 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 an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (d) 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 Adviser has been the investment adviser to SLIC or PIF, Adviser has been in compliance with such policies and procedures 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 SLIC and its Consolidated Subsidiaries, taken as a wholeInuvo Permit, or PIF and its Consolidated Subsidiaries, taken as a whole(ii) threatening to revoke any Inuvo Permit. (e) During the period prior to the date of this Agreement that it has been the investment adviser to PIF or SLIC, there has been no material adverse change in the operations, affairs or regulatory status of Adviser.

Compliance with Applicable Law; Permits. (a) Adviser BCIA is, and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to PIF or SLIC since January 1, 2021, has been, duly registered as an investment adviser under the Investment Advisers Act. Adviser . (b) TCP is, and at all times required by applicable Law (other than since January 1, 2021, has been, duly registered as an investment adviser under 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. (bc) Adviser Such Advisor is in compliance, and since January 1, 2021, has been operated in compliance, in all material respects, with all applicable Laws with regard to its management of each of SLIC and PIFLaws, 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to such Advisor. Adviser Since January 1, 2021, such Advisor has not received any written or, to Advisersuch Advisor’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, which non-compliance would, individually or in the aggregate, reasonably be expected to be prevent Adviser such Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to such Advisor. (cd) Adviser Such Advisor holds and is in compliance with all Permits required in order to permit 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 Adviser such Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to such 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 Adviser such Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to such Advisor. Adviser Since January 1, 2021, such Advisor has not received any written or, to 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 Adviser such Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to such Advisor, as applicable. (de) Adviser Such Advisor 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 PIFTCPC (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 Adviser such Advisor has been the investment adviser to SLIC TCPC (in the case of TCP) or PIFBCIC (in the case of BCIA), Adviser such Advisor has been in compliance with such policies and procedures with regard to its management of SLIC and PIFprocedures, 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 SLIC and its Consolidated SubsidiariesTCPC (in the case of TCP) or BCIC (in the case of BCIA), taken as a wholeand, or PIF and its 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 PIF or SLIC, there has been no material adverse change in the operations, affairs or regulatory status of Adviser.

Compliance with Applicable Law; Permits. (a) Adviser GC Advisors is, and at all times required by the Investment Advisers Act when Adviser GC Advisors has been the investment adviser to PIF GBDC or SLIC GBDC 3 has been, duly registered as an investment adviser under the Investment Advisers Act. Adviser GC Advisors is, and at all times required by applicable Law (other than the Investment Advisers Act) when Adviser GC Advisors has been the investment adviser to PIF GBDC or SLIC 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 Adviser GC Advisors from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect with respect to GBDC 3 or a PIF Material Adverse EffectGBDC. (b) 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 SLIC GBDC 3 and PIFGBDC, 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 GC Advisors from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect with respect to GBDC 3 or a PIF Material Adverse EffectGBDC. Adviser GC Advisors has not received any written or, to Adviser’s GC Advisors’ knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC GBDC 3 and PIFGBDC, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent Adviser GC Advisors from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect with respect to GBDC 3 or a PIF Material Adverse EffectGBDC. (c) Adviser GC Advisors holds and is in compliance with all Permits required in order to permit 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 Adviser GC Advisors from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect with respect to GBDC 3 or a PIF Material Adverse EffectGBDC. 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 GC Advisors from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect with respect to GBDC 3 or a PIF Material Adverse EffectGBDC. Adviser GC Advisors has not received any written or, to 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 Adviser GC Advisors from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect with respect to GBDC 3 or a PIF Material Adverse EffectGBDC. (d) Adviser GC Advisors 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 GBDC 3 and PIFGBDC) and, during the period prior to the date of this Agreement that Adviser GC Advisors has been the investment adviser to SLIC GBDC or PIFGBDC 3, Adviser GC Advisors has been in compliance with such policies and procedures with regard to its management of SLIC GBDC 3 and PIFGBDC, 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 SLIC GBDC and its Consolidated Subsidiaries, taken as a whole, or PIF 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 PIF GBDC or SLICGBDC 3, there has been no material adverse change in the operations, affairs or regulatory status of AdviserGC Advisors.

Compliance with Applicable Law; Permits. Except as otherwise set forth on Section 5.3 of the GSAM Disclosure Schedule, (a) Adviser GSAM is, and at all times required by the Investment Advisers Act when Adviser GSAM has been the investment adviser to PIF MMLC or SLIC GSBD has been, duly registered as an investment adviser under the Investment Advisers Act. Adviser GSAM is, and at all times required by applicable Law (other than the Investment Advisers Act) when Adviser GSAM has been the investment adviser to PIF MMLC or SLIC 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 Adviser GSAM from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect on GSBD or a PIF Material Adverse EffectMMLC. (b) 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 SLIC GSBD and PIFMMLC, 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 GSAM from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect with respect to GSBD or a PIF Material Adverse EffectMMLC. Adviser GSAM has not received any written or, to AdviserGSAM’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC GSBD and PIFMMLC, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent Adviser GSAM from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect with respect to GSBD or a PIF Material Adverse EffectMMLC. (c) Adviser GSAM holds and is in compliance with all Permits required in order to permit 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 Adviser GSAM from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect with respect to GSBD or a PIF Material Adverse EffectMMLC. 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 GSAM from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect with respect to GSBD or a PIF Material Adverse EffectMMLC. Adviser GSAM has not received any written or, to 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 Adviser GSAM from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect with respect to GSBD or a PIF Material Adverse EffectMMLC. (d) Adviser GSAM 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 GSBD and PIFMMLC) and, during the period prior to the date of this Agreement that Adviser GSAM has been the investment adviser to SLIC MMLC or PIFGSBD, Adviser GSAM has been in compliance with such policies and procedures with regard to its management of SLIC GSBD and PIFMMLC, 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 SLIC MMLC and its Consolidated Subsidiaries, taken as a whole, or PIF 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 PIF MMLC or SLICGSBD, there has been no material adverse change in the operations, affairs or regulatory status of AdviserGSAM.

Compliance with Applicable Law; Permits. (a) Adviser The Joint Advisor is, and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to PIF or SLIC since April 9, 2018 has been, duly registered as an investment adviser under the Investment Advisers Act. Adviser The Joint Advisor 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 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or not, have an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (b) Adviser The 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 SLIC and PIFLaws, 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to the Joint Advisor. Adviser The Joint Advisor has not received any written or, to Adviserthe Joint Advisor’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent Adviser from timely performing its be material obligations under this Agreement or from consummating to the Mergers and the other Transactions or would have an SLIC Material Adverse Effect or a PIF Material Adverse EffectJoint Advisor. (c) Adviser The Joint Advisor holds and is in compliance with all Permits required in order to permit Adviser the 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 Adviser from timely performing its be material obligations under this Agreement or from consummating to the Mergers and the other Transactions or have an SLIC Material Adverse Effect or a PIF Material Adverse EffectJoint 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 Adviser from timely performing its be material obligations under this Agreement or from consummating to the Mergers and the other Transactions or have an SLIC Material Adverse Effect or a PIF Material Adverse EffectJoint Advisor. Adviser The Joint Advisor has not received any written or, to Adviserthe Joint 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 Adviser from timely performing its be material obligations under this Agreement or from consummating to the Mergers and the other Transactions or would have an SLIC Material Adverse Effect or a PIF Material Adverse EffectJoint Advisor. (d) Adviser The Joint Advisor 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 CCT II, FSIC III, FSIC IV and PIFFSIC II) and, during the period prior to the date of this Agreement that Adviser the Joint Advisor has been the investment adviser to SLIC FSIC II, FSIC III, FSIC IV or PIFCCT II, Adviser the Joint Advisor has been in compliance with such policies and procedures with regard to its management of SLIC and PIFprocedures, 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 SLIC 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 PIF 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 PIF FSIC II, FSIC III, FSIC IV or SLICCCT II, there has been no material adverse change in the operations, affairs or regulatory status of Adviserthe Joint Advisor.

Compliance with Applicable Law; Permits. (a) Adviser is, Each of the Acquiror and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to 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) Adviser Consolidated Subsidiaries 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 PIFLaws, 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to the Acquiror. Adviser The Acquiror has not received any written or, to Adviserthe Acquiror’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent Adviser 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 timely performing its material obligations time to time) or reports that it has filed with the SEC under this Agreement the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or from consummating in the Mergers and the other Transactions or would aggregate, reasonably be expected to have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to the Acquiror. (c) Adviser The Acquiror 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 Adviser the Acquiror 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 prevent Adviser from timely performing be material to the Acquiror and its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC Material Adverse Effect or Consolidated Subsidiaries, taken as a PIF Material Adverse Effectwhole. 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 be material to the Acquiror and its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC Material Adverse Effect or Consolidated Subsidiaries, taken as a PIF Material Adverse Effectwhole. Adviser The Acquiror has not received any written or, to Adviserthe Acquiror’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 an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (d) 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 Adviser has been the investment adviser to SLIC or PIF, Adviser has been in compliance with such policies and procedures 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 SLIC and its Consolidated Subsidiaries, taken as a whole, or PIF 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 the Acquiror, threatened that it has been would result in any such disqualification. (f) The minute books and other similar records of the investment adviser to PIF or SLICAcquiror maintained 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, there has been no material adverse change in the operations, affairs or regulatory status Acquiror Board and any committees of Adviserthe Acquiror Board.

Compliance with Applicable Law; Permits. (a) Adviser is, Each of OTF and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to 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) Adviser Consolidated Subsidiaries 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 PIFLaws, 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to OTF. Adviser OTF has not received any written or, to AdviserOTF’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, 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 an SLIC 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 registration requirements of the Securities Act, other than as would not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect 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) 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 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to 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 Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to OTF. Adviser OTF has not received any written or, to 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect or a PIF Material Adverse Effect. (d) 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 with respect to SLIC and PIF) and, during the period prior to the date of this Agreement that Adviser has been the investment adviser to SLIC or PIF, Adviser has been in compliance with such policies and procedures 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 SLIC and its Consolidated Subsidiaries, taken as a whole, or PIF 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 PIF or SLICApplicable 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 OTF, there has been no material adverse change in the operations, affairs or regulatory status OTF Board and any committees of Adviserthe OTF Board.

Compliance with Applicable Law; Permits. (a) Adviser GC Advisors is, and at all times required by the Investment Advisers Act when Adviser GC Advisors has been the investment adviser to PIF GBDC or SLIC GCIC has been, duly registered as an investment adviser under the Investment Advisers Act. Adviser GC Advisors is, and at all times required by applicable Law (other than the Investment Advisers Act) when Adviser GC Advisors has been the investment adviser to PIF GBDC or SLIC 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or not, have an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (b) 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 SLIC and PIFLaws, 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to GC Advisors. Adviser GC Advisors has not received any written or, to Adviser’s GC Advisors’ knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent Adviser from timely performing its be material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC Material Adverse Effect or a PIF Material Adverse Effectto GC Advisors. (c) Adviser GC Advisors holds and is in compliance with all Permits required in order to permit 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 Adviser from timely performing its be 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 Effectto GC 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 prevent Adviser from timely performing its be 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 Effectto GC Advisors. Adviser GC Advisors has not received any written or, to 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 Adviser from timely performing its be material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC Material Adverse Effect or a PIF Material Adverse Effectto GC Advisors. (d) Adviser GC Advisors 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 GCIC and PIFGBDC) and, during the period prior to the date of this Agreement that Adviser GC Advisors has been the investment adviser to SLIC GBDC or PIFGCIC, Adviser GC Advisors has been in compliance with such policies and procedures with regard to its management of SLIC and PIFprocedures, 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 SLIC GBDC and its Consolidated Subsidiaries, taken as a whole, or PIF 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 PIF GBDC or SLICGCIC, there has been no material adverse change in the operations, affairs or regulatory status of AdviserGC Advisors.

Compliance with Applicable Law; Permits. (a) Each Adviser is, and at all times required by since the Investment Advisers Act when Adviser has been the investment adviser to PIF or SLIC 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 PIF OTF or SLIC 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 an SLIC a Material Adverse Effect with respect to OTF II or a PIF Material Adverse EffectOTF. (b) 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 each of SLIC OTF II and PIFOTF, 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 an SLIC a Material Adverse Effect with respect to OTF II or a PIF Material Adverse EffectOTF. Neither Adviser has not received any written or, or to such Adviser’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFOTF 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 would have an SLIC a Material Adverse Effect with respect to OTF II or a PIF Material Adverse EffectOTF, as applicable. (c) Each Adviser holds and is in compliance with all Permits required in order to permit 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 an SLIC a Material Adverse Effect with respect to OTF II or a PIF Material Adverse EffectOTF. 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 an SLIC a Material Adverse Effect with respect to OTF II or a PIF Material Adverse EffectOTF. Neither Adviser has not received any written or, to 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 would have an SLIC a Material Adverse Effect with respect to OTF II or a PIF Material Adverse EffectOTF. (d) Each 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 OTF II (in the case of OTF II Adviser) and PIFOTF (in the case of OTF Adviser)) and, during the period prior to the date of this Agreement that such Adviser has been the investment adviser to SLIC OTF (in the case of OTF Adviser) or PIFOTF II (in the case of OTF II Adviser), such Adviser has been in compliance with such policies and procedures with regard to its management of SLIC OTF II (in the case of OTF II Adviser) and PIF, 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 SLIC and its Consolidated Subsidiaries, taken as have a whole, Material Adverse Effect with respect to OTF or PIF and its Consolidated Subsidiaries, taken as a wholeOTF II. (e) During the period prior to the date of this Agreement that it has been the investment adviser to PIF OTF (in the case of OTF Adviser) or SLIC, OTF II (in the case of OTF II Adviser) there has been no material adverse change in the operations, affairs or regulatory status of such Adviser.

Compliance with Applicable Law; Permits. (a) Adviser isEach of Acquiror and its Subsidiaries is in possession of all franchises, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to 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 orders of any Governmental Authority necessary for each state of Acquiror or any other jurisdiction where the conduct of its Subsidiaries to own, lease and operate its properties or to carry on its business requires such registration, licensing or qualificationas it is now being conducted (the “Acquiror Permits”), except where the failure to have, or the suspension or cancellation of, any of Acquiror Permits could not reasonably be so registered, licensed expected to have a Material Adverse Effect on Acquiror or qualified would not prevent Adviser or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror from timely performing its material obligations under this Agreement Agreement. As of the date of this Agreement, no suspension or from consummating the Mergers and the other Transactions or have an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (b) Adviser cancellation of any of Acquiror Permits is in compliancepending or, 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 applicableknowledge of Acquiror, threatened, except where the Investment Advisers Actfailure to have, Investment Company Actor the suspension or cancellation of, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, any of Acquiror Permits could not reasonably be expected to prevent Adviser or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror from timely performing its material 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, or from consummating the Mergers and the in default, 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 Transactions 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effect. Adviser has not received any written or, to Adviser’s knowledge, oral notification prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror from a Governmental Entity of any material non-compliance with any applicable Laws 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 an SLIC Material Adverse Effect or a PIF Material Adverse EffectAgreement. (c) Adviser holds and is in compliance with all Permits required in order to permit 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 an SLIC Material Adverse Effect or 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 an SLIC Material Adverse Effect or a PIF Material Adverse Effect. Adviser has not received any written or, to 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 an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (d) 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 Adviser has been the investment adviser to SLIC or PIF, Adviser has been in compliance with such policies and procedures 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 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 PIF or SLIC, there has been no material adverse change in the operations, affairs or regulatory status of Adviser.

Compliance with Applicable Law; Permits. (a) Adviser is, Each of OBDC and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to 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) Adviser Consolidated Subsidiaries 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 PIFLaws, 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to OBDC. Adviser OBDC has not received any written or, to AdviserOBDC’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, 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 an SLIC a Material Adverse Effect with respect to OBDC. OBDC has operated in compliance with all listing standards of the NYSE since the Applicable Date, other than as would not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect 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) 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 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to 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 Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to OBDC. Adviser OBDC has not received any written or, to 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect or a PIF Material Adverse Effect. (d) 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 with respect to SLIC and PIF) and, during the period prior to the date of this Agreement that Adviser has been the investment adviser to SLIC or PIF, Adviser has been in compliance with such policies and procedures 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 SLIC and its Consolidated Subsidiaries, taken as a whole, or PIF 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 PIF or SLICApplicable 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 OBDC, there has been no material adverse change in the operations, affairs or regulatory status OBDC Board and any committees of Adviserthe OBDC Board.

Compliance with Applicable Law; Permits. (a) Adviser is, Each of SLRC and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to 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) Adviser Consolidated Subsidiaries 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 PIFLaws, 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to SLRC. Adviser SLRC has not received any written or, to AdviserSLRC’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent Adviser 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 timely performing its material obligations time to time) or reports that it has filed with the SEC under this Agreement the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or from consummating in the Mergers and the other Transactions or would aggregate, reasonably be expected to have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to SLRC. (c) 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 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 prevent Adviser from timely performing be material to SLRC and its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC Material Adverse Effect or Consolidated Subsidiaries, taken as a PIF Material Adverse Effectwhole. 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 be material to SLRC and its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC Material Adverse Effect or Consolidated Subsidiaries, taken as a PIF Material Adverse Effectwhole. Adviser SLRC has not received any written or, to 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (d) 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 Adviser has been the investment adviser to SLIC or PIF, Adviser has been in compliance with such policies and procedures 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 SLIC and its Consolidated Subsidiaries, taken as a whole, or PIF 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 PIF or SLICApplicable 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 SLRC, there has been no material adverse change in the operations, affairs or regulatory status SLRC Board and any committees of Adviserthe SLRC Board.

Compliance with Applicable Law; Permits. (a) Adviser OFA is, and at all times required by the Investment Advisers Act when Adviser has been since it became the investment adviser to PIF OCSL or SLIC OCSI 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) Adviser OFA 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to OFA. Adviser OFA has not received any written or, to AdviserOFA’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, which non-compliance would, individually or in the aggregate, reasonably be expected to be prevent Adviser OFA from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect with respect to OCSL or a PIF Material Adverse EffectOCSI. (c) Adviser OFA holds and is in compliance with all Permits required in order to permit 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 Adviser OFA from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect with respect to OCSL or a PIF Material Adverse EffectOCSI. 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 OFA from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect with respect to OCSL or a PIF Material Adverse EffectOCSI. Adviser OFA has not received any written or, to 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 Adviser OFA from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect with respect to OCSL or a PIF Material Adverse EffectOCSI. (d) Adviser OFA 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 OCSI and PIFOCSL) and, during the period prior to the date of this Agreement that Adviser OFA has been the investment adviser to SLIC OCSL or PIFOCSI, Adviser OFA has been in compliance with such policies and procedures with regard to its management of SLIC and PIFprocedures, 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 SLIC OCSL and its Consolidated Subsidiaries, taken as a whole, or PIF 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 PIF OCSL or SLICOCSI, there has been no material adverse change in the operations, affairs or regulatory status of AdviserOFA.

Compliance with Applicable Law; Permits. (a) Adviser is, Each of OCSI and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to 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) Adviser Consolidated Subsidiaries 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 PIFLaws, including, if and to including 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to OCSI. Adviser OCSI has not received any written or, to AdviserOCSI’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent Adviser 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 timely performing its material obligations time to time) or reports that it has filed with the SEC under this Agreement the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or from consummating in the Mergers and the other Transactions or would aggregate, reasonably be expected to have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to OCSI. (c) 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 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 prevent Adviser from timely performing be material to OCSI and its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC Material Adverse Effect or Consolidated Subsidiaries, taken as a PIF Material Adverse Effectwhole. 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 be material to OCSI and its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC Material Adverse Effect or Consolidated Subsidiaries, taken as a PIF Material Adverse Effectwhole. Adviser OCSI has not received any written or, to 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (d) 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 Adviser has been the investment adviser to SLIC or PIF, Adviser has been in compliance with such policies and procedures 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 SLIC and its Consolidated Subsidiaries, taken as a whole, or PIF 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 PIF or SLICApplicable 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 OCSI, there has been no material adverse change in the operations, affairs or regulatory status OCSI Board and any committees of Adviserthe OCSI Board.

Compliance with Applicable Law; Permits. (a) Adviser BCIA is, and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to PIF or SLIC since January 1, 2021, has been, duly registered as an investment adviser under the Investment Advisers Act. Adviser . (b) TCP is, and at all times required by applicable Law (other than since January 1, 2021, has been, duly registered as an investment adviser under 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. (bc) Adviser Such Advisor is in compliance, and since January 1, 2021, has been operated in compliance, in all material respects, with all applicable Laws with regard to its management of each of SLIC and PIFLaws, 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to such Advisor. Adviser Since January 1, 2021, such Advisor has not received any written or, to Advisersuch Advisor’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, which non-compliance would, individually or in the aggregate, reasonably be expected to be prevent Adviser such Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to such Advisor. (cd) Adviser Such Advisor holds and is in compliance with all Permits required in order to permit 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 Adviser such Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to such 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 Adviser such Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to such Advisor. Adviser Since January 1, 2021, such Advisor has not received any written or, to 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 Adviser such Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to such Advisor, as applicable. (de) Adviser Such Advisor 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 PIFTCPC (in the case of TCP) or BCIC (in the case of BCIA)) and, during the period prior to the date of this Agreement that Adviser such Advisor has been the investment adviser to SLIC TCPC (in the case of TCP) or PIFBCIC (in the case of BCIA), Adviser such Advisor has been in compliance with such policies and procedures with regard to its management of SLIC and PIFprocedures, 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 SLIC and its Consolidated SubsidiariesTCPC (in the case of TCP) or BCIC (in the case of BCIA), taken as a wholeand, or PIF and its 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 PIF or SLIC, there has been no material adverse change in the operations, affairs or regulatory status of Adviser.

Compliance with Applicable Law; Permits. (a) The Adviser is, and at all times required by the Investment Advisers Act when Adviser has been since it became the investment adviser to PIF or SLIC the Acquiror and the Company 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 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 an SLIC a Material Adverse Effect with respect to the Company or a PIF Material Adverse Effectthe Acquiror. The Adviser has not received any written or, to the Adviser’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, 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 an SLIC a Material Adverse Effect with respect to the Company or a PIF Material Adverse Effectthe Acquiror. (c) The Adviser holds and is in compliance with all Permits required in order to permit the 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 an SLIC a Material Adverse Effect with respect to the Company or a PIF Material Adverse Effectthe 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to the Adviser. The Adviser has not received any written or, to the 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 an SLIC a Material Adverse Effect with respect to the Company or a PIF Material Adverse Effectthe Acquiror. (d) The 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 Adviser has been the investment adviser to SLIC or PIFthe Acquiror and the Company, the Adviser has been in compliance with such policies and procedures with regard to its management of SLIC and PIFprocedures, 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 SLIC the Acquiror and its Consolidated Subsidiaries, taken as a whole, or PIF 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 PIF or SLICthe Acquiror and the Company, there has been no material adverse change in the operations, affairs or regulatory status of Adviserthe Company or the Acquiror.

Compliance with Applicable Law; Permits. (a) Each Adviser is, and at all times required by since the Investment Advisers Act when Adviser has been the investment adviser to PIF or SLIC 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 PIF OBDC or SLIC 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 an SLIC a Material Adverse Effect with respect to OBDE or a PIF Material Adverse EffectOBDC. (b) 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 each of SLIC OBDE and PIFOBDC, 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 an SLIC a Material Adverse Effect with respect to OBDE or a PIF Material Adverse EffectOBDC. Neither Adviser has not received any written or, or to such Adviser’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFOBDE 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 would have an SLIC a Material Adverse Effect with respect to OBDE or a PIF Material Adverse EffectOBDC, as applicable. (c) Each Adviser holds and is in compliance with all Permits required in order to permit 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 an SLIC a Material Adverse Effect with respect to OBDE or a PIF Material Adverse EffectOBDC. 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 an SLIC a Material Adverse Effect with respect to OBDE or a PIF Material Adverse EffectOBDC. Neither Adviser has not received any written or, to 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 would have an SLIC a Material Adverse Effect with respect to OBDE or a PIF Material Adverse EffectOBDC. (d) Each 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 OBDE (in the case of OBDE Adviser) and PIFOBDC (in the case of OBDC Adviser)) and, during the period prior to the date of this Agreement that such Adviser has been the investment adviser to SLIC OBDC (in the case of OBDC Adviser) or PIFOBDE (in the case of OBDE Adviser), such Adviser has been in compliance with such policies and procedures with regard to its management of SLIC OBDE (in the case of OBDE Adviser) and PIF, 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 SLIC and its Consolidated Subsidiaries, taken as have a whole, Material Adverse Effect with respect to OBDC or PIF and its Consolidated Subsidiaries, taken as a wholeOBDE. (e) During the period prior to the date of this Agreement that it has been the investment adviser to PIF OBDC (in the case of OBDC Adviser) or SLIC, OBDE (in the case of OBDE Adviser) there has been no material adverse change in the operations, affairs or regulatory status of such Adviser.

Compliance with Applicable Law; Permits. (a) Adviser The Joint Advisor is, and at all times required by the Investment Advisers Act when Adviser the Joint Advisor has been the investment adviser to PIF FSKR or SLIC FSK has been, duly registered as an investment adviser under the Investment Advisers Act. Adviser The Joint Advisor is, and at all times required by applicable Law (other than the Investment Advisers Act) when Adviser the Joint Advisor has been the investment adviser to PIF FSKR or SLIC 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 Adviser the Joint Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect on FSK or a PIF Material Adverse EffectFSKR. (b) Adviser The 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 SLIC FSK and PIFFSKR, 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 the Joint Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect with respect to FSK or a PIF Material Adverse EffectFSKR. Adviser The Joint Advisor has not received any written or, to Adviserthe Joint Advisor’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC FSK and PIFFSKR, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent Adviser the Joint Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect with respect to FSK or a PIF Material Adverse EffectFSKR. (c) Adviser The Joint Advisor holds and is in compliance with all Permits required in order to permit Adviser the 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 Adviser the Joint Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect with respect to FSK or a PIF Material Adverse EffectFSKR. 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 the Joint Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect with respect to FSK or a PIF Material Adverse EffectFSKR. Adviser The Joint Advisor has not received any written or, to Adviserthe Joint 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 Adviser the Joint Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect with respect to FSK or a PIF Material Adverse EffectFSKR. (d) Adviser The Joint Advisor 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 FSK and PIFFSKR) and, during the period prior to the date of this Agreement that Adviser the Joint Advisor has been the investment adviser to SLIC FSKR or PIFFSK, Adviser the Joint Advisor has been in compliance with such policies and procedures with regard to its management of SLIC FSK and PIFFSKR, 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 SLIC FSKR and its Consolidated Subsidiaries, taken as a whole, or PIF 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 PIF FSKR or SLICFSK, there has been no material adverse change in the operations, affairs or regulatory status of Adviserthe Joint Advisor.

Compliance with Applicable Law; Permits. (a) Adviser Acquiror and each of its Subsidiaries is, and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to PIF or SLIC since January 1, 2018, has been, duly registered as an investment adviser under in compliance in all material respects with, all applicable Laws. None of Acquiror or any of its Subsidiaries has received any written notice (or to the Investment Advisers Act. Adviser isKnowledge of Acquiror, other communication) asserting any violation by Acquiror or any of its Subsidiaries of any Laws, other than violations that in aggregate have not had, 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 reasonably be expected to have, an SLIC Material Adverse Effect or a PIF Acquiror Material Adverse Effect. (b) Adviser is in complianceAcquiror and its Subsidiaries hold all Permits that are required by applicable Law to enable Acquiror and its Subsidiaries to conduct their businesses as they are being conducted at the date of this Agreement, 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 Permits the absence of which would not, individually or not 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 aggregate have an SLIC Material Adverse Effect or a PIF Acquiror Material Adverse Effect. Adviser has not received , and there is no Proceeding pending, or to the knowledge of Acquiror, threatened, in which any written or, governmental agency is seeking to Adviser’s knowledge, oral notification from a Governmental Entity terminate or limit any Permit held by Acquiror or its Subsidiaries the termination or limitation of any material non-compliance with any applicable Laws 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 an SLIC Material Adverse Effect or a PIF Acquiror Material Adverse Effect. (c) Adviser holds The operations of Acquiror and is its Subsidiaries are being conducted in compliance in all material respects with applicable financial recordkeeping, reporting and other requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, any applicable order or regulation issued by OFAC, and all Permits required in order to permit Adviser to own other applicable anti-money laundering or lease anti-terrorist-financing statutes, rules or regulations of any jurisdictions, and no action or proceeding by or before any Governmental Authority alleging violations of anti-money laundering statutes or anti-terrorist financing statutes by the Company or any of 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 an SLIC Material Adverse Effect or 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 an SLIC Material Adverse Effect or a PIF Material Adverse Effect. Adviser has not received any written Subsidiaries is pending or, to Adviser’s knowledgethe Knowledge of Acquiror, oral notification from a Governmental Entity threatened. None of the Acquiror or any material non-compliance with any such Permitsof its Subsidiaries, and no Proceeding is pending or threatened in writing to suspendnor, 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 an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (d) 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 Knowledge of this Agreement that Adviser Acquiror, any of their respective directors, officers, agents, employees or any other Persons acting on behalf of Acquiror or any of its Subsidiaries has been (i) violated the investment adviser to SLIC U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) or PIFany similar foreign or state legal requirement or (ii) paid, Adviser has been in compliance with such policies and procedures with regard to its management of SLIC and PIFaccepted or received any unlawful contributions, except where the failures to adopt such policies and procedures payments, expenditures or to be in compliance would not, individually or in the aggregate, be material to SLIC and its Consolidated Subsidiaries, taken as a wholegifts, or PIF and its Consolidated Subsidiaries(iii) violated, taken as or operated in a wholemanner that does not comply with, any restrictions, anti-terrorism Laws or regulations, anti-boycott regulations or embargo regulations. (e) During the period prior to the date of this Agreement that it has been the investment adviser to PIF or SLIC, there has been no material adverse change in the operations, affairs or regulatory status of Adviser.

Compliance with Applicable Law; Permits. (a) Adviser CSL III Advisor is, and at all times required by the Investment Advisers Act when Adviser CSL III Advisor has been the investment adviser to PIF or SLIC CSL III has been, duly registered as an investment adviser under the Investment Advisers Act. Adviser . (b) CGCIM is, and at all times required by applicable Law (other than the Investment Advisers Act) Act when Adviser CGCIM has been the investment adviser to PIF or SLIC CSL has been, duly registered, licensed or qualified registered as an investment adviser in each state or any other jurisdiction where under 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 EffectInvestment Advisers Act. (bc) Adviser Such 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 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to such Advisor. Adviser Such Advisor has not received any written or, to Advisersuch Advisor’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, which non-compliance would, individually or in the aggregate, reasonably be expected to be prevent Adviser such Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect with respect to CSL or a PIF Material Adverse EffectCSL III. (cd) Adviser Such Advisor holds and is in compliance with all Permits required in order to permit 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 Adviser such Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect with respect to CSL or a PIF Material Adverse EffectCSL 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 Adviser such Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect with respect to CSL or a PIF Material Adverse EffectCSL III. Adviser Such Advisor has not received any written or, to 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 Adviser such Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect with respect to CSL or a PIF Material Adverse EffectCSL III. (de) Adviser Such Advisor 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 CSL III (in case of CSL III Advisor) and PIFCSL (in case of CGCIM)) and, during the period prior to the date of this Agreement that Adviser such Advisor has been the investment adviser to SLIC or PIFCSL III (in case of CSL III Advisor) and CSL (in case of CGCIM), Adviser such Advisor has been in compliance with such policies and procedures with regard to its management of SLIC and PIFprocedures, 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 SLIC CSL III (in case of CSL III Advisor) and its Consolidated SubsidiariesCSL (in case of CGCIM), taken as a wholeand, or PIF and its 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 PIF CSL or SLICCSL III, there has been no material adverse change in the operations, affairs or regulatory status of Advisersuch Advisor.

Compliance with Applicable Law; Permits. (a) Adviser is, Each of OBDE and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to 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) Adviser Consolidated Subsidiaries 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 PIFLaws, 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to OBDE. Adviser OBDE has not received any written or, to AdviserOBDE’s knowledgeKnowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, 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 an SLIC a Material Adverse Effect with respect to OBDE. OBDE has operated in compliance with all listing standards of the NYSE since the Applicable Date other than as would not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect 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) 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 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to OBDE. 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to OBDE. Adviser OBDE has not received any written or, to 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect or a PIF Material Adverse Effect. (d) 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 with respect to SLIC and PIF) and, during the period prior to the date of this Agreement that Adviser has been the investment adviser to SLIC or PIF, Adviser has been in compliance with such policies and procedures 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 SLIC and its Consolidated Subsidiaries, taken as a whole, or PIF 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 PIF or SLICApplicable 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 OBDE, there has been no material adverse change in the operations, affairs or regulatory status OBDE Board and any committees of Adviserthe OBDE Board.

Compliance with Applicable Law; Permits. (a) Adviser is, Each of CSL and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to 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) Adviser Consolidated Subsidiaries 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 PIFLaws, including, if and to including 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to CSL. Adviser CSL has not received any written or, to AdviserCSL’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, 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 an SLIC a Material Adverse Effect with respect to CSL. CSL 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 have a PIF Material Adverse EffectEffect 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) 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 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to CSL. 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to CSL. Adviser CSL has not received any written or, to 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC a Material Adverse Effect or a PIF Material Adverse Effect. (d) 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 with respect to SLIC and PIF) and, during the period prior to the date of this Agreement that Adviser has been the investment adviser to SLIC or PIF, Adviser has been in compliance with such policies and procedures 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 SLIC and its Consolidated Subsidiaries, taken as a whole, or PIF 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 PIF or SLICApplicable 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 CSL, there has been no material adverse change in the operations, affairs or regulatory status CSL Board and any committees of Adviserthe CSL Board.

Compliance with Applicable Law; Permits. (a) Adviser is, Each of OCSL and at all times required by the Investment Advisers Act when Adviser has been the investment adviser to 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) Adviser Consolidated Subsidiaries 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 PIFLaws, including, if and to including 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 an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to OCSL. Adviser OCSL has not received any written or, to AdviserOCSL’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of each of SLIC and PIFLaws, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent Adviser 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 timely performing its material obligations time to time) or reports that it has filed with the SEC under this Agreement the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or from consummating in the Mergers and the other Transactions or would aggregate, reasonably be expected to have an SLIC a Material Adverse Effect or a PIF Material Adverse Effectwith respect to OCSL. (c) 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 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 prevent Adviser from timely performing be material to OCSL and its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC Material Adverse Effect or Consolidated Subsidiaries, taken as a PIF Material Adverse Effectwhole. 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 be material to OCSL and its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC Material Adverse Effect or Consolidated Subsidiaries, taken as a PIF Material Adverse Effectwhole. Adviser OCSL has not received any written or, to 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 prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or would have an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (d) 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 Adviser has been the investment adviser to SLIC or PIF, Adviser has been in compliance with such policies and procedures 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 SLIC and its Consolidated Subsidiaries, taken as a whole, or PIF 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 PIF or SLICApplicable 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 OCSL, there has been no material adverse change in the operations, affairs or regulatory status OCSL Board and any committees of Adviserthe OCSL Board.