Common use of Dissolution and Termination of the Fund Clause in Contracts

Dissolution and Termination of the Fund. 11.1 Dissolution Events 23 11.2 Winding Up 23 11.3 Time for Liquidation, etc. 24 11.4 Cancellation 24 11.5 Liability 24 Article XII AMENDMENTS; VOTING; POWER OF ATTORNEY 12.1 Amendments By Consent 24 12.2 Amendments Without Consent 24 12.3 Consent to Amend Special Provisions 25 12.4 Power of Attorney 25 Article XIII MISCELLANEOUS 13.1 Notices 27 13.2 Counterparts 27 13.3 Table of Contents and Headings 27 13.4 Successors and Assigns 27 13.5 Severability 27 13.6 Further Actions 27 13.7 Interpretation 28 13.8 Non-Waiver 28 13.9 Applicable Law 28 13.10 Confidentiality 29 13.11 Survival of Certain Provisions 31 13.12 Waiver of Partition 31 13.13 Entire Agreement 31 13.14 Fund Counsel 31 13.15 Compliance with Anti-Money Laundering Requirements 32 13.16 ERISA Members 32 13.17 Tax Cooperation 32 13.18 Initial Member 32 THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NEW MOUNTAIN GUARDIAN III BDC, L.L.C., a Delaware limited liability company (the “Fund”), is made and entered into as of July 22, 2021, by and among the Persons listed in the books and records of the Fund as Members of the Fund. This Agreement amends and restates in its entirety the previous Second Amended and Restated Limited Liability Company Agreement of the Fund, dated as of January 15, 2021 (the “Second Agreement”). Capitalized terms used herein without definition have the meanings specified in Section 1.1.

Dissolution and Termination of the Fund. 11.1 Dissolution Events 23 26 11.2 Winding Up 23 27 11.3 Time for Liquidation, etc. 24 27 11.4 Cancellation 24 27 11.5 Liability 24 Article XII AMENDMENTS; VOTING; POWER OF ATTORNEY 27 12.1 Amendments By Consent 24 28 12.2 Amendments Without Consent 24 28 12.3 Consent to Amend Special Provisions 25 29 12.4 Power of Attorney 25 Article XIII MISCELLANEOUS 29 13.1 Notices 27 30 13.2 Counterparts 27 31 13.3 Table of Contents and Headings 27 31 13.4 Successors and Assigns 27 31 13.5 Severability 27 31 13.6 Further Actions 27 31 13.7 Interpretation 28 31 13.8 Non-Waiver 28 32 13.9 Applicable Law 28 32 13.10 Confidentiality 29 32 13.11 Survival of Certain Provisions 31 34 13.12 Waiver of Partition 31 35 13.13 Entire Agreement 31 35 13.14 Fund Counsel 31 35 13.15 Compliance with Anti-Money Laundering Requirements 32 35 13.16 ERISA Members 32 36 13.17 Tax Cooperation 32 36 13.18 Initial Member 32 36 THIS THIRD SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NEW MOUNTAIN GUARDIAN III IV BDC, L.L.C., a Delaware limited liability company (the “Fund”), is made and entered into as of July 22June 10, 20212022, by and among the Persons listed in the books and records of the Fund as Members of the FundFund and by the Adviser (as defined herein). This Agreement amends and restates in its entirety the previous Second Amended and Restated Limited Liability Company Agreement of the Fund, dated as of January 15May 3, 2021 2022 (the “Second A&R Agreement”). Capitalized terms used herein without definition have the meanings specified in Section 1.1.

Dissolution and Termination of the Fund. 11.1 Dissolution Events 23 27 11.2 Winding Up 23 28 11.3 Time for Liquidation, etc. 24 28 11.4 Cancellation 24 28 11.5 Liability 24 Article XII AMENDMENTS; VOTING; POWER OF ATTORNEY 29 12.1 Amendments By Consent 24 29 12.2 Amendments Without Consent 24 29 12.3 Consent to Amend Special Provisions 25 30 12.4 Power of Attorney 25 Article XIII MISCELLANEOUS 30 13.1 Notices 27 31 13.2 Counterparts 27 32 13.3 Table of Contents and Headings 27 32 13.4 Successors and Assigns 27 32 13.5 Severability 27 32 13.6 Further Actions 27 32 13.7 Interpretation 28 32 13.8 Non-Waiver 28 33 13.9 Applicable Law 28 33 13.10 Confidentiality 29 33 13.11 Survival of Certain Provisions 31 36 13.12 Waiver of Partition 31 36 13.13 Entire Agreement 31 36 13.14 Fund Counsel 31 36 13.15 Compliance with Anti-Money Laundering Requirements 32 37 13.16 ERISA Members 32 37 13.17 Tax Cooperation 32 37 13.18 Initial Member 32 37 THIS THIRD FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NEW MOUNTAIN GUARDIAN III BDC, L.L.C., a Delaware limited liability company (the “Fund”), is made and entered into as of July 22November 5, 20212024, by and among the Persons listed in the books and records of the Fund as Members of the Fund. This Agreement amends and restates in its entirety the previous Second Fourth Amended and Restated Limited Liability Company Agreement of the Fund, dated as of January 15June 28, 2021 2023 (the “Second Fourth Agreement”). Capitalized terms used herein without definition have the meanings specified in Section 1.1.

Dissolution and Termination of the Fund. 11.1 Dissolution Events 23 27 11.2 Winding Up 23 28 11.3 Time for Liquidation, etc. 24 28 11.4 Cancellation 24 28 11.5 Liability 24 Article XII AMENDMENTS; VOTING; POWER OF ATTORNEY 28 12.1 Amendments By Consent 24 29 12.2 Amendments Without Consent 24 29 12.3 Consent to Amend Special Provisions 25 30 12.4 Power of Attorney 25 Article XIII MISCELLANEOUS 30 13.1 Notices 27 31 13.2 Counterparts 27 32 13.3 Table of Contents and Headings 27 32 13.4 Successors and Assigns 27 32 13.5 Severability 27 32 13.6 Further Actions 27 32 13.7 Interpretation 28 32 13.8 Non-Waiver 28 32 13.9 Applicable Law 28 33 13.10 Confidentiality 29 33 13.11 Survival of Certain Provisions 31 36 13.12 Waiver of Partition 31 36 13.13 Entire Agreement 31 36 13.14 Fund Counsel 31 36 13.15 Compliance with Anti-Money Laundering Requirements 32 37 13.16 ERISA Members 32 37 13.17 Tax Cooperation 32 37 13.18 Initial Member 32 37 THIS THIRD FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NEW MOUNTAIN GUARDIAN III BDC, L.L.C., a Delaware limited liability company (the “Fund”), is made and entered into as of July 22[___], 20212024, by and among the Persons listed in the books and records of the Fund as Members of the Fund. This Agreement amends and restates in its entirety the previous Second Fourth Amended and Restated Limited Liability Company Agreement of the Fund, dated as of January 15June 28, 2021 2023 (the “Second Fourth Agreement”). Capitalized terms used herein without definition have the meanings specified in Section 1.1.