Common use of Exchange Right Clause in Contracts

Exchange Right. Any Non-NMF Member shall be entitled at any time and from time to time to require that New Mountain Finance acquire all or any portion of the Common Membership Units held by such Non-NMF Member in exchange for shares of New Mountain Finance Common Stock on a one-for-one basis (the “Exchange Right”). Any Non-NMF Member desiring to exercise its Exchange Right (the “Exchanging Member”) shall exercise such right by giving written notice (the “Exchange Notice”) to New Mountain Finance with a copy to the Company. The Exchange Notice shall specify the number of Common Membership Units (the “Exchange Units”) that the Exchanging Member intends to have New Mountain Finance acquire, whether such Exchanging Member intends to sell the shares of New Mountain Finance Common Stock to be received for the Exchange Units in an underwritten public offering (an “Underwritten Resale”) or a private sale (a “Private Resale”), and a date, which is not more than sixty (60) Business Days after delivery of the Exchange Notice or as otherwise agreed among New Mountain Finance and such Exchanging Member, on which the exercise of the Exchange Right shall be completed (the “Exchange Date”) unless the Exchanging Member has timely delivered a Retraction Notice or a Termination Notice as provided in Section 9.1(b). In the event that the Exchanging Member intends to sell the shares of New Mountain Finance Common Stock to be received for its Exchange Units in an Underwritten Resale or Private Resale, such Exchanging Member shall not deliver an Exchange Notice to New Mountain Finance with respect to such Exchange Units until such Exchanging Member has entered into a binding firm commitment underwriting agreement to sell such shares (subject to customary conditions) in such Underwritten Resale or a binding agreement to sell such shares (subject to customary conditions) in such Private Resale.