Common use of Limitation of Liability of the Administrator; Indemnification Clause in Contracts

Limitation of Liability of the Administrator; Indemnification. (a) The Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including without limitation its members, the Adviser and any person affiliated with its members or the Adviser to the extent they are providing services for or otherwise acting on behalf of the Administrator, the Adviser or the Company) (collectively, the “Indemnified Parties”) shall not be liable to the Company for any action taken or omitted to be taken by the Administrator, including any mistake of fact or error in judgment taken, suffered or made by such Indemnified Party, in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the Company, and the Company shall indemnify, defend and protect the Indemnified Parties and hold each of them harmless from and against all damages, liabilities, fees, penalties, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) (each, a “Proceeding”) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Company, except to the extent that such claims are among employees of the Administrator or any of its affiliates (collectively, “Oaktree”) or brought against Oaktree by employees of Oaktree, in each case solely relating to or arising out of the internal affairs of Oaktree. (b) An Indemnified Party shall incur no liability to the Company in acting in good faith upon any signature or writing believed by such Indemnified Party to be genuine, may rely in good faith on a certificate signed by an executive officer of any person in order to ascertain any fact with respect to such person or within such person’s knowledge, and may rely on an opinion of counsel selected (subject to the third sentence of this paragraph) by such Indemnified Party with respect to legal matters. Each Indemnified Party may act directly or through such Indemnified Party’s agents or attorneys. Each Indemnified Party may consult with counsel, appraisers, engineers, accountants and other skilled persons selected and retained by such Indemnified Party and shall not be liable to the Company for anything done, suffered or omitted in good faith in reliance upon the advice of any of such persons. No Indemnified Party shall be liable to the Company for any error of judgment made by an officer or employee of such Indemnified Party otherwise within the scope of authority granted to such Indemnified Party by this Agreement. (c) For any claims indemnified by the Company under Section 5(a) above to the fullest extent permitted by law, the Company shall promptly pay expenses (including legal fees and expenses) incurred by any Indemnified Party in appearing at, participating in or defending any action, suit, claim, demand or proceeding in advance of the final disposition of such action, suit, claim, demand or proceeding, including appeals, within 30 days after receipt by the Company of a statement or statements from the Indemnified Party requesting such advance or advances on its behalf (without interest). Each Indemnified Party hereby undertakes to repay any amounts advanced on its behalf (without interest) to the extent that it is ultimately determined that the Indemnified Party is not entitled under this Agreement to be indemnified by the Company. Such undertaking shall be unsecured and accepted without reference to the financial ability of the Indemnified Parties to make repayment and without regard to the Indemnified Parties’ ultimate entitlement to indemnification under the provisions of this Agreement. No other form of undertaking shall be required of the Indemnified Parties other than the execution of this Agreement. (d) Promptly after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceeding; provided that the failure of any Indemnified Party to give such notice as provided herein shall not relieve the Company of its obligations under this Paragraph 5 except to the extent that the Company is actually prejudiced by such failure to give such notice. If any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the Company may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Company to such Indemnified Party of the Company’s election to assume the defense of such Proceeding, the Company will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Company will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Proceeding and the related claim. (e) Notwithstanding the above provisions of this Section 5 of this Agreement, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). (f) The provisions of this Section 5 shall continue to afford protection to each Indemnified Party regardless of whether such Indemnified Party remains in the position or capacity pursuant to which such Indemnified Party became entitled to indemnification under this Section 5 and regardless of any subsequent amendment to this Agreement, and no amendment to this Agreement shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (g) The right of any Indemnified Party to the indemnification provided herein shall be cumulative with, and in addition to, any and all rights to which such Indemnified Party may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnified Party’s successors, assigns, heirs and legal representatives. (h) Notwithstanding the above provisions of this Section 5 of this Agreement to the contrary, the Company shall not provide for indemnification of an Indemnified Party for any liability or loss suffered by an Indemnified Party, nor shall the Company provide that any of the Indemnified Parties be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (i) the Company has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) the Company has determined, in good faith, that the Indemnified Party was acting on behalf of or performing services for the Company; (iii) the Company has determined, in good faith, that such liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnified Party is the Administrator or an Affiliate (as defined in the Declaration of Trust) of the Administrator, or (B) gross negligence or willful misconduct, in the case that the Indemnified Party is a director of the Company who is not also an officer of the Company or the Administrator or an Affiliate of the Administrator; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Company shareholders. Furthermore, the Indemnified Party shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (A) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the Indemnified Party; (B) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnified Party; or (C) a court of competent jurisdiction approves a settlement of the claims against the Indemnified Party and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which Common Shares were offered or sold as to indemnification for violations of securities laws. (i) The Company may pay or reimburse reasonable legal expenses and other costs incurred by the Indemnified Party in advance of final disposition of a proceeding only if all of the following are satisfied: (i) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (ii) the Indemnified Party provides the Company with written affirmation of such Indemnified Party’s good faith belief that the Indemnified Party has met the standard of conduct necessary for indemnification by the Company; (iii) the legal proceeding was initiated by a third party who is not a Company shareholder, or, if by a Company shareholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement; and (iv) the Indemnified Party provides the Company with a written agreement to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnified Party did not comply with the requisite standard of conduct and is not entitled to indemnification.

Limitation of Liability of the Administrator; Indemnification. (a) The Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including without limitation its members, the Adviser and any person affiliated with its members or the Adviser to the extent they are providing services for or otherwise acting on behalf of the Administrator, the Adviser or the Company) (collectively, the “Indemnified Parties”) shall not be liable to the Company for any action taken or omitted to be taken by the Administrator, including any mistake of fact or error in judgment taken, suffered or made by such Indemnified Party, in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the Company, and the Company shall indemnify, defend and protect the Indemnified Parties and hold each of them harmless from and against all damages, liabilities, fees, penalties, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) (each, a “Proceeding”) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Company, except to the extent that such claims are among employees of the Administrator or any of its affiliates (collectively, “Oaktree”) Oaktree or brought against Oaktree by employees of Oaktree, in each case solely relating to or arising out of the internal affairs of Oaktree. (b) An Indemnified Party shall incur no liability to the Company in acting in good faith upon any signature or writing believed by such Indemnified Party to be genuine, may rely in good faith on a certificate signed by an executive officer of any person in order to ascertain any fact with respect to such person or within such person’s knowledge, and may rely on an opinion of counsel selected (subject to the third sentence of this paragraph) by such Indemnified Party with respect to legal matters. Each Indemnified Party may act directly or through such Indemnified Party’s agents or attorneys. Each Indemnified Party may consult with counsel, appraisers, engineers, accountants and other skilled persons selected and retained by such Indemnified Party and shall not be liable to the Company for anything done, suffered or omitted in good faith in reliance upon the advice of any of such persons. No Indemnified Party shall be liable to the Company for any error of judgment made by an officer or employee of such Indemnified Party otherwise within the scope of authority granted to such Indemnified Party by this Agreement. (c) For any claims indemnified by the Company under Section 5(a) above to the fullest extent permitted by law, the Company shall promptly pay expenses (including legal fees and expenses) incurred by any Indemnified Party in appearing at, participating in or defending any action, suit, claim, demand or proceeding in advance of the final disposition of such action, suit, claim, demand or proceeding, including appeals, within 30 days after receipt by the Company of a statement or statements from the Indemnified Party requesting such advance or advances on its behalf (without interest). Each Indemnified Party hereby undertakes to repay any amounts advanced on its behalf (without interest) to the extent that it is ultimately determined that the Indemnified Party is not entitled under this Agreement to be indemnified by the Company. Such undertaking shall be unsecured and accepted without reference to the financial ability of the Indemnified Parties to make repayment and without regard to the Indemnified Parties’ ultimate entitlement to indemnification under the provisions of this Agreement. No other form of undertaking shall be required of the Indemnified Parties other than the execution of this Agreement. (d) Promptly after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceeding; provided that the failure of any Indemnified Party to give such notice as provided herein shall not relieve the Company of its obligations under this Paragraph 5 except to the extent that the Company is actually prejudiced by such failure to give such notice. If any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the Company may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Company to such Indemnified Party of the Company’s election to assume the defense of such Proceeding, the Company will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Company will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Proceeding and the related claim. (e) Notwithstanding the above provisions of this Section 5 of this Agreement, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). (f) The provisions of this Section 5 shall continue to afford protection to each Indemnified Party regardless of whether such Indemnified Party remains in the position or capacity pursuant to which such Indemnified Party became entitled to indemnification under this Section 5 and regardless of any subsequent amendment to this Agreement, and no amendment to this Agreement shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (g) The right of any Indemnified Party to the indemnification provided herein shall be cumulative with, and in addition to, any and all rights to which such Indemnified Party may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnified Party’s successors, assigns, heirs and legal representatives. (h) Notwithstanding the above provisions of this Section 5 of this Agreement to the contrary, the Company shall not provide for indemnification of an Indemnified Party for any liability or loss suffered by an Indemnified Party, nor shall the Company provide that any of the Indemnified Parties be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (i) the Company has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) the Company has determined, in good faith, that the Indemnified Party was acting on behalf of or performing services for the Company; (iii) the Company has determined, in good faith, that such liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnified Party is the Administrator or an Affiliate (as defined in the Declaration of Trust) of the Administrator, or (B) gross negligence or willful misconduct, in the case that the Indemnified Party is a director of the Company who is not also an officer of the Company or the Administrator or an Affiliate of the Administrator; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Company shareholders. Furthermore, the Indemnified Party shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (A) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the Indemnified Party; (B) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnified Party; or (C) a court of competent jurisdiction approves a settlement of the claims against the Indemnified Party and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which Common Shares were offered or sold as to indemnification for violations of securities laws. (i) The Company may pay or reimburse reasonable legal expenses and other costs incurred by the Indemnified Party in advance of final disposition of a proceeding only if all of the following are satisfied: (i) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (ii) the Indemnified Party provides the Company with written affirmation of such Indemnified Party’s good faith belief that the Indemnified Party has met the standard of conduct necessary for indemnification by the Company; (iii) the legal proceeding was initiated by a third party who is not a Company shareholder, or, if by a Company shareholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement; and (iv) the Indemnified Party provides the Company with a written agreement to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnified Party did not comply with the requisite standard of conduct and is not entitled to indemnification.

Limitation of Liability of the Administrator; Indemnification. (a) The Subject to Section 5(c) below, the Administrator and each of its managers, officers, equityholders or members (and its officerstheir equityholders or members, managers, partnersincluding the owners of their equityholders or members), agents, employees, controlling personspersons (as determined under the 1940 Act (“Controlling Persons”)), members, and any other person or entity affiliated with the AdministratorAdministrator (including its managers, trustees, officers, equityholders or members (and their equityholders or members, including without limitation its the owners of their equityholders or members), the Adviser agents, employees or Controlling Persons) and any other person affiliated with its members or the Adviser to the extent they are providing services for or otherwise entity acting on behalf of the Administratorof, the Adviser or the Company) Administrator (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) shall not be liable to the Company or any Member thereof for any action taken or omitted to be taken by the Administrator, including any mistake of fact or error in judgment taken, suffered or made by such Indemnified Party, Administrator in connection with the performance of any of its the Administrator’s duties or obligations under this Agreement or otherwise as administrator for of the Company, and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold each of them harmless from and against all losses, damages, liabilities, fees, penalties, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in satisfaction of judgments, in compromises and settlement, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) (each, a “Proceeding”) arising out of or otherwise based upon the performance of any of the Administrator’s Indemnified Parties’ duties or obligations under this Agreement or otherwise as an administrator for of the Company, except Company to the extent that such claims Losses are among employees not fully reimbursed by insurance and otherwise to the fullest extent such indemnification would not be inconsistent with the Company’s certificate of formation and limited liability company agreement (as they may be amended from time to time), the 1940 Act, the laws of the Administrator or any State of its affiliates (collectively, “Oaktree”) or brought against Oaktree by employees of Oaktree, in each case solely relating to or arising out of the internal affairs of OaktreeDelaware and other applicable law. (b) An Indemnified Party shall incur no liability to the Company in acting in good faith upon any signature or writing believed by such Indemnified Party to be genuine, may rely in good faith on a certificate signed by an executive officer of any person in order to ascertain any fact with respect to such person or within such person’s knowledge, and may rely on an opinion of counsel selected (subject to the third sentence of this paragraph) by such Indemnified Party with respect to legal matters. Each Indemnified Party may act directly or through such Indemnified Party’s agents or attorneys. Each Indemnified Party may consult with counsel, appraisers, engineers, accountants and other skilled persons selected and retained by such Indemnified Party and shall not be liable to the Company for anything done, suffered or omitted in good faith in reliance upon the advice of any of such persons. No Indemnified Party shall be liable to the Company for any error of judgment made by an officer or employee of such Indemnified Party otherwise within the scope of authority granted to such Indemnified Party by this Agreement. (c) For any claims indemnified by the Company under Section 5(a) above above, to the fullest extent permitted by by, and subject to the applicable conditions of, law, the Company shall promptly pay expenses (including legal fees and expenses) incurred by any Indemnified Party in appearing at, participating in or defending any action, suit, claim, demand or proceeding in advance of the final disposition of such action, suit, claim, demand or proceeding, including appeals, within 30 days after receipt by the Company of a statement or statements from the Indemnified Party requesting such advance or advances on its behalf (without interest)from time to time. Each Indemnified Party hereby undertakes to repay any amounts advanced on its behalf (without interest) to the extent that it is ultimately determined that the Indemnified Party is not entitled under this Agreement to be indemnified by the Company. Such undertaking shall be unsecured and accepted without reference to the financial ability of the Indemnified Parties to make repayment and without regard to the Indemnified Parties’ ultimate entitlement to indemnification under the other provisions of this Agreement. No other form of undertaking shall be required of the Indemnified Parties other than the execution of this Agreement. (d) Promptly after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceeding; provided that the failure of any Indemnified Party to give such notice as provided herein shall not relieve the Company of its obligations under this Paragraph 5 except to the extent that the Company is actually prejudiced by such failure to give such notice. If any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the Company may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Company to such Indemnified Party of the Company’s election to assume the defense of such Proceeding, the Company will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Company will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Proceeding and the related claim. (ec) Notwithstanding the above anything in provisions of this Section 5 of this Agreementto the contrary, nothing contained herein shall protect or be deemed to protect any of the Indemnified Parties against against, or entitle or be deemed to entitle any of the Indemnified Parties to indemnification in respect of, any liability Losses to the Company or its security holders Members to which the Indemnified Parties would otherwise be subject by reason of primarily attributable to the willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). (f) The . In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 5 shall continue not be construed so as to afford protection to each Indemnified Party regardless of whether such Indemnified Party remains in provide for the position or capacity pursuant to which such Indemnified Party became entitled to indemnification under this Section 5 and regardless of any subsequent amendment to this Agreement, and no amendment to this Agreement shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (g) The right of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification provided herein would be in violation of applicable law, but shall be cumulative with, and in addition to, any and all rights construed so as to which such Indemnified Party may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnified Party’s successors, assigns, heirs and legal representatives. (h) Notwithstanding effectuate the above provisions of this Section 5 of this Agreement to the contraryfullest extent permitted by law. (d) At any time, the Company shall not provide for indemnification of an Indemnified Party for any liability or loss suffered by an Indemnified PartyAdministrator, nor shall the Company provide that any of the Indemnified Parties be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (i) the Company has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) the Company has determined, in good faith, that the Indemnified Party was acting on behalf of or performing and third parties providing such services for the Company; (iii) the Company has determined, in good faith, that such liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnified Party is the Administrator or an Affiliate (as defined in the Declaration of Trust) of the Administrator, or (B) gross negligence or willful misconduct, in the case that the Indemnified Party is a director benefit of the Company who is not also an through arrangements with the Administrator may apply to any officer of the Company or the Administrator or an Affiliate of the Administrator; and (iv) such indemnification or agreement to hold harmless is recoverable only out officer of the Company’s net assets and not from investment adviser for the Company shareholders. Furthermore, the Indemnified Party shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (A) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as authority to the Indemnified Party; (B) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnified Party; or (C) a court of competent jurisdiction approves a settlement of the claims against the Indemnified Party and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which Common Shares were offered or sold as to indemnification for violations of securities laws. (i) The Company may pay or reimburse reasonable legal expenses and other costs incurred by the Indemnified Party in advance of final disposition of a proceeding only if all of the following are satisfied: (i) the proceeding relates to acts or omissions with respect to the performance of duties or services act on behalf of the Company; (ii) , within the Indemnified Party provides scope of the services provided for under this Agreement, and may consult with legal counsel for the Company or its own outside legal counsel, at the expense of the Company with written affirmation of respect to any matter arising in connection with the services to be performed by the Administrator or any third party appointed by the Administrator under this Agreement, and the Administrator and such Indemnified Party’s third parties shall not be liable and shall be indemnified by the Company for any action taken or omitted by it in good faith belief that in reliance upon such authority. In carrying out its duties hereunder, the Indemnified Party has met the standard of conduct necessary for indemnification Administrator and such third parties shall be protected and indemnified in acting upon any paper or document believed by it to be genuine and to have been signed by the Company; (iii) the legal proceeding was initiated by a third party who is proper person or persons and shall not a Company shareholderbe held to have notice of any change of authority of any person, or, if by a Company shareholder acting in his or her capacity as such, a court until receipt of competent jurisdiction approves such advancement; and (iv) the Indemnified Party provides the Company with a written agreement to repay the amount paid or reimbursed by notice thereof from the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnified Party did not comply with the requisite standard of conduct and is not entitled to indemnification.

Limitation of Liability of the Administrator; Indemnification. (a) The Subject to Section 5(c) below, the Administrator and each of its directors, trustees, officers, equityholders or members (and its officerstheir equityholders or members, managers, partnersincluding the owners of their equityholders or members), agents, employees, controlling personspersons (as determined under the 1940 Act (“Controlling Persons”)), members, and any other person or entity affiliated with the AdministratorAdministrator (including its directors, trustees, officers, equityholders or members (and their equityholders or members, including without limitation its the owners of their equityholders or members), the Adviser agents, employees or Controlling Persons) and any other person affiliated with its members or the Adviser to the extent they are providing services for or otherwise entity acting on behalf of the Administratorof, the Adviser or the Company) Administrator (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) shall not be liable to the Company or any unitholder thereof for any action taken or omitted to be taken by the Administrator, including any mistake of fact or error in judgment taken, suffered or made by such Indemnified Party, Administrator in connection with the performance of any of its the Administrator’s duties or obligations under this Agreement or otherwise as administrator for of the Company, and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold each of them harmless from and against all losses, damages, liabilities, fees, penalties, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in satisfaction of judgments, in compromises and settlement, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) (each, a “Proceeding”) arising out of or otherwise based upon the performance of any of the Administrator’s Indemnified Parties’ duties or obligations under this Agreement or otherwise as an administrator for of the Company, except Company to the extent that such claims Losses are among employees not fully reimbursed by insurance and otherwise to the fullest extent such indemnification would not be inconsistent with the Company’s certificate of formation and limited liability company agreement (as they may be amended from time to time), the 1940 Act, the laws of the Administrator or any State of its affiliates (collectively, “Oaktree”) or brought against Oaktree by employees of Oaktree, in each case solely relating to or arising out of the internal affairs of OaktreeNew York and other applicable law. (b) An Indemnified Party shall incur no liability to the Company in acting in good faith upon any signature or writing believed by such Indemnified Party to be genuine, may rely in good faith on a certificate signed by an executive officer of any person in order to ascertain any fact with respect to such person or within such person’s knowledge, and may rely on an opinion of counsel selected (subject to the third sentence of this paragraph) by such Indemnified Party with respect to legal matters. Each Indemnified Party may act directly or through such Indemnified Party’s agents or attorneys. Each Indemnified Party may consult with counsel, appraisers, engineers, accountants and other skilled persons selected and retained by such Indemnified Party and shall not be liable to the Company for anything done, suffered or omitted in good faith in reliance upon the advice of any of such persons. No Indemnified Party shall be liable to the Company for any error of judgment made by an officer or employee of such Indemnified Party otherwise within the scope of authority granted to such Indemnified Party by this Agreement. (c) For any claims indemnified by the Company under Section 5(a) above above, to the fullest extent permitted by by, and subject to the applicable conditions of, law, the Company shall promptly pay expenses (including legal fees and expenses) incurred by any Indemnified Party in appearing at, participating in or defending any action, suit, claim, demand or proceeding in advance of the final disposition of such action, suit, claim, demand or proceeding, including appeals, within 30 days after receipt by the Company of a statement or statements from the Indemnified Party requesting such advance or advances on its behalf (without interest)from time to time. Each Indemnified Party hereby undertakes to repay any amounts advanced on its behalf (without interest) to the extent that it is ultimately determined that the Indemnified Party is not entitled under this Agreement to be indemnified by the Company. Such undertaking shall be unsecured and accepted without reference to the financial ability of the Indemnified Parties to make repayment and without regard to the Indemnified Parties’ ultimate entitlement to indemnification under the other provisions of this Agreement. No other form of undertaking shall be required of the Indemnified Parties other than the execution of this Agreement. (d) Promptly after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceeding; provided that the failure of any Indemnified Party to give such notice as provided herein shall not relieve the Company of its obligations under this Paragraph 5 except to the extent that the Company is actually prejudiced by such failure to give such notice. If any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the Company may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Company to such Indemnified Party of the Company’s election to assume the defense of such Proceeding, the Company will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Company will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Proceeding and the related claim. (ec) Notwithstanding the above anything in provisions of this Section 5 of this Agreementto the contrary, nothing contained herein shall protect or be deemed to protect any of the Indemnified Parties against against, or entitle or be deemed to entitle any of the Indemnified Parties to indemnification in respect of, any liability Losses to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of primarily attributable to the willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). (f) The . In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 5 shall continue not be construed so as to afford protection to each Indemnified Party regardless of whether such Indemnified Party remains in provide for the position or capacity pursuant to which such Indemnified Party became entitled to indemnification under this Section 5 and regardless of any subsequent amendment to this Agreement, and no amendment to this Agreement shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (g) The right of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification provided herein would be in violation of applicable law, but shall be cumulative with, and in addition to, any and all rights construed so as to which such Indemnified Party may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnified Party’s successors, assigns, heirs and legal representatives. (h) Notwithstanding effectuate the above provisions of this Section 5 of this Agreement to the contraryfullest extent permitted by law. (d) At any time, the Company shall not provide for indemnification of an Indemnified Party for any liability or loss suffered by an Indemnified PartyAdministrator, nor shall the Company provide that any of the Indemnified Parties be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (i) the Company has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) the Company has determined, in good faith, that the Indemnified Party was acting on behalf of or performing and third parties providing such services for the Company; (iii) the Company has determined, in good faith, that such liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnified Party is the Administrator or an Affiliate (as defined in the Declaration of Trust) of the Administrator, or (B) gross negligence or willful misconduct, in the case that the Indemnified Party is a director benefit of the Company who is not also an through arrangements with the Administrator may apply to any officer of the Company or the Administrator or an Affiliate of the Administrator; and (iv) such indemnification or agreement to hold harmless is recoverable only out officer of the Company’s net assets investment adviser for instructions and not from may consult with legal counsel for the Company shareholders. Furthermoreor its own outside legal counsel, at the Indemnified Party expense of the Company, with respect to any matter arising in connection with the services to be performed by the Administrator or any third party appointed by the Administrator under this Agreement, and the Administrator and such third parties shall not be liable and shall be indemnified by the Company for any lossesaction taken or omitted by it in good faith in reliance upon such instructions. In carrying out its duties hereunder, liabilities the Administrator and such third parties shall be protected and indemnified in acting upon any paper or expenses arising from or out of an alleged violation of federal or state securities laws document believed by such party unless one or more of the following conditions are met: (A) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as it to the Indemnified Party; (B) such claims be genuine and to have been dismissed with prejudice on signed by the merits by a court of competent jurisdiction as proper person or persons and shall not be held to the Indemnified Party; or (C) a court of competent jurisdiction approves a settlement of the claims against the Indemnified Party and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position have notice of any state securities regulatory change of authority in which Common Shares were offered or sold as to indemnification for violations of securities laws. (i) The Company may pay or reimburse reasonable legal expenses and other costs incurred by the Indemnified Party in advance any person, until receipt of final disposition of a proceeding only if all of the following are satisfied: (i) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of written notice thereof from the Company; (ii) the Indemnified Party provides the Company with written affirmation of such Indemnified Party’s good faith belief that the Indemnified Party has met the standard of conduct necessary for indemnification by the Company; (iii) the legal proceeding was initiated by a third party who is not a Company shareholder, or, if by a Company shareholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement; and (iv) the Indemnified Party provides the Company with a written agreement to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnified Party did not comply with the requisite standard of conduct and is not entitled to indemnification.

Limitation of Liability of the Administrator; Indemnification. (a) The Administrator (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including without limitation its members, the Adviser and any person affiliated with its members or the Adviser to the extent they are providing services for or otherwise acting on behalf of the Administrator, the Adviser or the Company) (collectively, the “Indemnified Parties”) shall not be liable to the Company for any action taken or omitted to be taken by the Administrator, including any mistake of fact or error in judgment taken, suffered or made by such Indemnified Party, in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the Company, and the Company shall indemnify, defend and protect the Indemnified Parties and hold each of them harmless from and against all damages, liabilities, fees, penalties, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) (each, a “Proceeding”) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Company, except to the extent that such claims are among employees of the Administrator or any of its affiliates (collectively, “Oaktree”) or brought against Oaktree by employees of Oaktree, in each case solely relating to or arising out of the internal affairs of Oaktree. (b) An Indemnified Party shall incur no liability to the Company in acting in good faith upon any signature or writing believed by such Indemnified Party to be genuine, may rely in good faith on a certificate signed by an executive officer of any person in order to ascertain any fact with respect to such person or within such person’s knowledge, and may rely on an opinion of counsel selected (subject to the third sentence of this paragraph) by such Indemnified Party with respect to legal matters. Each Indemnified Party may act directly or through such Indemnified Party’s agents or attorneys. Each Indemnified Party may consult with counsel, appraisers, engineers, accountants and other skilled persons selected and retained by such Indemnified Party and shall not be liable to the Company for anything done, suffered or omitted in good faith in reliance upon the advice of any of such persons. No Indemnified Party shall be liable to the Company for any error of judgment made by an officer or employee of such Indemnified Party otherwise within the scope of authority granted to such Indemnified Party by this Agreement. (c) For any claims indemnified by the Company under Section 5(a6(a) above to the fullest extent permitted by law, the Company shall promptly pay expenses (including legal fees and expenses) incurred by any Indemnified Party in appearing at, participating in or defending any action, suit, claim, demand or proceeding in advance of the final disposition of such action, suit, claim, demand or proceeding, including appeals, within 30 days after receipt by the Company of a statement or statements from the Indemnified Party requesting such advance or advances on its behalf (without interest). Each Indemnified Party hereby undertakes to repay any amounts advanced on its behalf (without interest) to the extent that it is ultimately determined that the Indemnified Party is not entitled under this Agreement to be indemnified by the Company. Such undertaking shall be unsecured and accepted without reference to the financial ability of the Indemnified Parties to make repayment and without regard to the Indemnified Parties’ ultimate entitlement to indemnification under the provisions of this Agreement. No other form of undertaking shall be required of the Indemnified Parties other than the execution of this Agreement. (d) Promptly after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceeding; provided that the failure of any Indemnified Party to give such notice as provided herein shall not relieve the Company of its obligations under this Paragraph 5 Section 6 except to the extent that the Company is actually prejudiced by such failure to give such notice. If any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the Company may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Company to such Indemnified Party of the Company’s election to assume the defense of such Proceeding, the Company will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Company will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Proceeding and the related claim. (e) Notwithstanding the above provisions of this Section 5 6 of this Agreement, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). (f) The provisions of this Section 5 6 shall continue to afford protection to each Indemnified Party regardless of whether such Indemnified Party remains in the position or capacity pursuant to which such Indemnified Party became entitled to indemnification under this Section 5 6 and regardless of any subsequent amendment to this Agreement, and no amendment to this Agreement shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (g) The right of any Indemnified Party to the indemnification provided herein shall be cumulative with, and in addition to, any and all rights to which such Indemnified Party may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnified Party’s successors, assigns, heirs and legal representatives. (h) Notwithstanding the above provisions of this Section 5 of this Agreement to the contrary, the Company shall not provide for indemnification of an Indemnified Party for any liability or loss suffered by an Indemnified Party, nor shall the Company provide that any of the Indemnified Parties be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (i) the Company has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) the Company has determined, in good faith, that the Indemnified Party was acting on behalf of or performing services for the Company; (iii) the Company has determined, in good faith, that such liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnified Party is the Administrator or an Affiliate (as defined in the Declaration of Trust) of the Administrator, or (B) gross negligence or willful misconduct, in the case that the Indemnified Party is a director of the Company who is not also an officer of the Company or the Administrator or an Affiliate of the Administrator; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Company shareholders. Furthermore, the Indemnified Party shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (A) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the Indemnified Party; (B) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnified Party; or (C) a court of competent jurisdiction approves a settlement of the claims against the Indemnified Party and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which Common Shares were offered or sold as to indemnification for violations of securities laws. (i) The Company may pay or reimburse reasonable legal expenses and other costs incurred by the Indemnified Party in advance of final disposition of a proceeding only if all of the following are satisfied: (i) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (ii) the Indemnified Party provides the Company with written affirmation of such Indemnified Party’s good faith belief that the Indemnified Party has met the standard of conduct necessary for indemnification by the Company; (iii) the legal proceeding was initiated by a third party who is not a Company shareholder, or, if by a Company shareholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement; and (iv) the Indemnified Party provides the Company with a written agreement to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnified Party did not comply with the requisite standard of conduct and is not entitled to indemnification.

Limitation of Liability of the Administrator; Indemnification. (a) The Administrator (Administrator, its affiliates and its their respective directors, officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any of them (including any individual who serves at the Administrator’s request as a director, including without limitation its membersofficer, the Adviser and any person affiliated with its members partner, member or the Adviser to the extent they are providing services for or otherwise acting on behalf like of the Administrator, the Adviser or the Companyanother entity) (collectively, the “Indemnified Parties”) ), shall not be liable to the Company Corporation for any action taken or omitted to be taken by the Administrator, including any mistake of fact or error in judgment taken, suffered or made by such Indemnified Party, Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the CompanyCorporation, and the Company Corporation shall indemnify, defend and protect each of the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold each of them harmless from and against all damagesany loss, liabilitiesliability, feesclaim, damage or expense, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, costs and expenses (including reasonable attorneys’ counsel fees and amounts reasonably paid in settlement) incurred by such Indemnified Party in connection with the Indemnified Parties in defense or by reason disposition of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company Corporation or its security holders) (eachor investigation, whether civil or criminal, before any court or administrative or investigative body in which such Indemnified Party may be or may have been involved as a “Proceeding”) arising out of party or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Company, except to the extent that with which such claims are among employees of the Administrator or any of its affiliates (collectively, “Oaktree”) or brought against Oaktree by employees of Oaktree, in each case solely relating to or arising out of the internal affairs of Oaktree. (b) An Indemnified Party shall incur no liability to the Company in may be or may have been threatened, while acting in good faith upon any signature capacity set forth herein or writing believed thereafter by reason of such Indemnified Party’s having acted in any such capacity. With respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnified Party as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnified Party to be genuine, may rely in good faith on was authorized by a certificate signed by an executive officer majority of any person in order to ascertain any fact with respect to such person or within such person’s knowledge, and may rely on an opinion the full Board of counsel selected (subject to Directors. Notwithstanding the third preceding sentence of this paragraph) by such Indemnified Party with respect to legal matters. Each Indemnified Party may act directly or through such Indemnified Party’s agents or attorneys. Each Indemnified Party may consult with counsel, appraisers, engineers, accountants and other skilled persons selected and retained by such Indemnified Party and shall not be liable Paragraph 5 to the Company for anything done, suffered or omitted in good faith in reliance upon the advice of any of such persons. No Indemnified Party shall be liable to the Company for any error of judgment made by an officer or employee of such Indemnified Party otherwise within the scope of authority granted to such Indemnified Party by this Agreement. (c) For any claims indemnified by the Company under Section 5(a) above to the fullest extent permitted by law, the Company shall promptly pay expenses (including legal fees and expenses) incurred by any Indemnified Party in appearing at, participating in or defending any action, suit, claim, demand or proceeding in advance of the final disposition of such action, suit, claim, demand or proceeding, including appeals, within 30 days after receipt by the Company of a statement or statements from the Indemnified Party requesting such advance or advances on its behalf (without interest). Each Indemnified Party hereby undertakes to repay any amounts advanced on its behalf (without interest) to the extent that it is ultimately determined that the Indemnified Party is not entitled under this Agreement to be indemnified by the Company. Such undertaking shall be unsecured and accepted without reference to the financial ability of the Indemnified Parties to make repayment and without regard to the Indemnified Parties’ ultimate entitlement to indemnification under the provisions of this Agreement. No other form of undertaking shall be required of the Indemnified Parties other than the execution of this Agreement. (d) Promptly after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceeding; provided that the failure of any Indemnified Party to give such notice as provided herein shall not relieve the Company of its obligations under this Paragraph 5 except to the extent that the Company is actually prejudiced by such failure to give such notice. If any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the Company may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Company to such Indemnified Party of the Company’s election to assume the defense of such Proceeding, the Company will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Company will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Proceeding and the related claim. (e) Notwithstanding the above provisions of this Section 5 of this Agreementcontrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (such conduct sometimes referred to the extent applicable, herein as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder“disabling conduct”). (fb) The provisions Corporation may make advance payments in connection with the expenses of this Section 5 shall continue to afford protection to each Indemnified Party regardless of whether such Indemnified Party remains in the position or capacity pursuant to which such Indemnified Party became entitled to indemnification under this Section 5 and regardless of defending any subsequent amendment to this Agreement, and no amendment to this Agreement shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (g) The right of any Indemnified Party to the indemnification provided herein shall be cumulative with, and in addition to, any and all rights to which such Indemnified Party may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnified Party’s successors, assigns, heirs and legal representatives. (h) Notwithstanding the above provisions of this Section 5 of this Agreement to the contrary, the Company shall not provide for indemnification of an Indemnified Party for any liability or loss suffered by an Indemnified Party, nor shall the Company provide that any of the Indemnified Parties be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (i) the Company has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) the Company has determined, in good faith, that the Indemnified Party was acting on behalf of or performing services for the Company; (iii) the Company has determined, in good faith, that such liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnified Party is the Administrator or an Affiliate (as defined in the Declaration of Trust) of the Administrator, or (B) gross negligence or willful misconduct, in the case that the Indemnified Party is a director of the Company who is not also an officer of the Company or the Administrator or an Affiliate of the Administrator; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Company shareholders. Furthermore, the Indemnified Party shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (A) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the Indemnified Party; (B) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnified Party; or (C) a court of competent jurisdiction approves a settlement of the claims against the Indemnified Party and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which Common Shares were offered or sold as to indemnification for violations of securities laws. (i) The Company may pay or reimburse reasonable legal expenses and other costs incurred by the Indemnified Party in advance of final disposition of a proceeding only if all of the following are satisfied: (i) the proceeding relates to acts or omissions action with respect to which indemnification might be sought hereunder if the performance of duties or services on behalf of the Company; (ii) the Indemnified Party provides the Company with Corporation receives a written affirmation of such a Indemnified Party’s good faith belief that the Indemnified Party has met the standard of conduct necessary for indemnification by has been met and a written undertaking to reimburse the Company; Corporation unless it is subsequently determined that such Indemnified Party is entitled to such indemnification. In addition, at least one of the following conditions must be met: (iii) the legal proceeding was initiated by a third party who is not a Company shareholder, or, if by a Company shareholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement; and (ivi) the Indemnified Party provides shall provide security for such undertaking; (ii) the Company with Corporation shall be insured against losses arising by reason of any unlawful advance; or (iii) a written agreement majority of a quorum consisting of Directors who are neither “interested persons” (as defined in the 0000 Xxx) of the Corporation nor parties to repay the amount paid proceeding (“Disinterested Non-Party Directors”) or reimbursed by the Companyan independent legal counsel in a writing, together with the applicable legal rate shall determine, based on a review of interest thereonreadily available facts (as opposed to a full trial-type inquiry), if it that there is ultimately determined reason to believe that the Indemnified Party did not comply with the requisite standard of conduct and is not ultimately will be found entitled to indemnification. (c) All determinations with respect to the standards for indemnification hereunder shall be made (i) by a final decision on the merits by a court or other body before whom the proceeding was brought that such Indemnified Party is not liable or is not liable by reason of disabling conduct; or (ii) in the absence of such a decision, by (A) a majority vote of a quorum of the Disinterested Non-Party Directors or (B) if such a quorum is not obtainable or, even if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion. All determinations that advance payments in connection with the expense of defending any proceeding shall be authorized and shall be made in accordance with the immediately preceding clause (ii) above. (d) The rights accruing to any Indemnified Party under these provisions shall not exclude any other right to which such Indemnified Party may be lawfully entitled.

Limitation of Liability of the Administrator; Indemnification. (a) The Subject to Section 5(c) below, the Administrator and each of its directors, trustees, officers, stockholders or members (and its officerstheir stockholders or members, managers, partnersincluding the owners of their stockholders or members), agents, employees, controlling personspersons (as determined under the 1940 Act (“Controlling Persons”)), members, and any other person or entity affiliated with the AdministratorAdministrator (including its directors, trustees, officers, stockholders or members (and their stockholders or members, including without limitation its the owners of their stockholders or members), the Adviser agents, employees or Controlling Persons) and any other person affiliated with its members or the Adviser to the extent they are providing services for or otherwise entity acting on behalf of the Administratorof, the Adviser or the Company) Administrator (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) shall not be liable to the Company or any stockholder thereof for any action taken or omitted to be taken by the Administrator, including any mistake of fact or error in judgment taken, suffered or made by such Indemnified Party, Administrator in connection with the performance of any of its the Administrator’s duties or obligations under this Agreement or otherwise as administrator for of the Company, and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold each of them harmless from and against all losses, damages, liabilities, fees, penalties, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in satisfaction of judgments, in compromises and settlement, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated) (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) (each, a “Proceeding”) arising out of or otherwise based upon the performance of any of the Administrator’s Indemnified Parties’ duties or obligations under this Agreement or otherwise as an administrator for of the Company, except Company to the extent that such claims Losses are among employees not fully reimbursed by insurance and otherwise to the fullest extent such indemnification would not be inconsistent with the Company’s certificate of incorporation and bylaws, the 1940 Act, the laws of the Administrator or any State of its affiliates (collectively, “Oaktree”) or brought against Oaktree by employees of Oaktree, in each case solely relating to or arising out of the internal affairs of OaktreeNew York and other applicable law. (b) An Indemnified Party shall incur no liability to the Company in acting in good faith upon any signature or writing believed by such Indemnified Party to be genuine, may rely in good faith on a certificate signed by an executive officer of any person in order to ascertain any fact with respect to such person or within such person’s knowledge, and may rely on an opinion of counsel selected (subject to the third sentence of this paragraph) by such Indemnified Party with respect to legal matters. Each Indemnified Party may act directly or through such Indemnified Party’s agents or attorneys. Each Indemnified Party may consult with counsel, appraisers, engineers, accountants and other skilled persons selected and retained by such Indemnified Party and shall not be liable to the Company for anything done, suffered or omitted in good faith in reliance upon the advice of any of such persons. No Indemnified Party shall be liable to the Company for any error of judgment made by an officer or employee of such Indemnified Party otherwise within the scope of authority granted to such Indemnified Party by this Agreement. (c) For any claims indemnified by the Company under Section 5(a) above above, to the fullest extent permitted by by, and subject to the applicable conditions of, law, the Company shall promptly pay expenses (including legal fees and expenses) incurred by any Indemnified Party in appearing at, participating in or defending any action, suit, claim, demand or proceeding in advance of the final disposition of such action, suit, claim, demand or proceeding, including appeals, within 30 days after receipt by the Company of a statement or statements from the Indemnified Party requesting such advance or advances on its behalf (without interest)from time to time. Each Indemnified Party hereby undertakes to repay any amounts advanced on its behalf (without interest) to the extent that it is ultimately determined that the Indemnified Party is not entitled under this Agreement to be indemnified by the Company. Such undertaking shall be unsecured and accepted without reference to the financial ability of the Indemnified Parties to make repayment and without regard to the Indemnified Parties’ ultimate entitlement to indemnification under the other provisions of this Agreement. No other form of undertaking shall be required of the Indemnified Parties other than the execution of this Agreement. (d) Promptly after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceeding; provided that the failure of any Indemnified Party to give such notice as provided herein shall not relieve the Company of its obligations under this Paragraph 5 except to the extent that the Company is actually prejudiced by such failure to give such notice. If any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the Company may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Company to such Indemnified Party of the Company’s election to assume the defense of such Proceeding, the Company will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Company will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Proceeding and the related claim. (ec) Notwithstanding the above anything in provisions of this Section 5 of this Agreementto the contrary, nothing contained herein shall protect or be deemed to protect any of the Indemnified Parties against against, or entitle or be deemed to entitle any of the Indemnified Parties to indemnification in respect of, any liability Losses to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of primarily attributable to the willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). (f) The . In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 5 shall continue not be construed so as to afford protection to each Indemnified Party regardless of whether such Indemnified Party remains in provide for the position or capacity pursuant to which such Indemnified Party became entitled to indemnification under this Section 5 and regardless of any subsequent amendment to this Agreement, and no amendment to this Agreement shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (g) The right of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification provided herein would be in violation of applicable law, but shall be cumulative with, and in addition to, any and all rights construed so as to which such Indemnified Party may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnified Party’s successors, assigns, heirs and legal representatives. (h) Notwithstanding effectuate the above provisions of this Section 5 of this Agreement to the contraryfullest extent permitted by law. (d) At any time, the Company shall not provide for indemnification of an Indemnified Party for any liability or loss suffered by an Indemnified PartyAdministrator, nor shall the Company provide that any of the Indemnified Parties be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (i) the Company has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) the Company has determined, in good faith, that the Indemnified Party was acting on behalf of or performing and third parties providing such services for the Company; (iii) the Company has determined, in good faith, that such liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnified Party is the Administrator or an Affiliate (as defined in the Declaration of Trust) of the Administrator, or (B) gross negligence or willful misconduct, in the case that the Indemnified Party is a director benefit of the Company who is not also an through arrangements with the Administrator may apply to any officer of the Company or the Administrator or an Affiliate of the Administrator; and (iv) such indemnification or agreement to hold harmless is recoverable only out officer of the Company’s net assets investment adviser for instructions and not from may consult with legal counsel for the Company shareholders. Furthermoreor its own outside legal counsel, at the Indemnified Party expense of the Company with respect to any matter arising in connection with the services to be performed by the Administrator or any third party appointed by the Administrator under this Agreement, and the Administrator and such third parties shall not be liable and shall be indemnified by the Company for any lossesaction take or omitted by it in good faith in reliance upon such instructions. In carrying out its duties hereunder, liabilities the Administrator and such third parties shall be protected and indemnified in acting upon any paper or expenses arising from or out of an alleged violation of federal or state securities laws document believed by such party unless one or more of the following conditions are met: (A) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as it to the Indemnified Party; (B) such claims be genuine and to have been dismissed with prejudice on signed by the merits by a court of competent jurisdiction as proper person or persons and shall not be held to the Indemnified Party; or (C) a court of competent jurisdiction approves a settlement of the claims against the Indemnified Party and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position have notice of any state securities regulatory change of authority in which Common Shares were offered or sold as to indemnification for violations of securities laws. (i) The Company may pay or reimburse reasonable legal expenses and other costs incurred by the Indemnified Party in advance any person, until receipt of final disposition of a proceeding only if all of the following are satisfied: (i) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of written notice thereof from the Company; (ii) the Indemnified Party provides the Company with written affirmation of such Indemnified Party’s good faith belief that the Indemnified Party has met the standard of conduct necessary for indemnification by the Company; (iii) the legal proceeding was initiated by a third party who is not a Company shareholder, or, if by a Company shareholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement; and (iv) the Indemnified Party provides the Company with a written agreement to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnified Party did not comply with the requisite standard of conduct and is not entitled to indemnification.