CUSTODY AGREEMENTCustody Agreement • July 15th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of July 3, 2019 and is by and between NEW MOUNTAIN GUARDIAN III BDC, L.L.C. (and any successor or permitted assign), a Delaware limited liability corporation, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting hereunder), a national banking association, as custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Custodian”) and as document custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Document Custodian”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • July 15th, 2019 • New Mountain Guardian III BDC, L.L.C. • Delaware
THIS 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 [ ], 2019, 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 Limited Liability Company Agreement of the Fund, dated as of May 21, 2019 (the “Original Agreement”). Capitalized terms used herein without definition have the meanings specified in Section 1.1.
FORM OF TRADEMARK LICENSE AGREEMENTTrademark License Agreement • July 15th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of July , 2019 (the “Effective Date”), by and among New Mountain Capital, L.L.C., a Delaware limited liability company (the “Licensor”), and New Mountain Guardian III BDC, L.L.C., a Delaware limited liability company (the “Licensee”). The Licensor and the Licensee are sometimes referred to herein separately as a “party” and collectively as the “parties.”
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN NEW MOUNTAIN GUARDIAN III BDC, L.L.C. AND NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C.Investment Advisory and Management Agreement • July 15th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
This Agreement (this “Agreement”) is made this [·] day of [·] 2019, by and between NEW MOUNTAIN GUARDIAN III BDC, L.L.C., a Delaware limited liability company (the “Fund”), and NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C., a Delaware limited liability company (the “Adviser”).
ADMINISTRATION AGREEMENTAdministration Agreement • July 15th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
This ADMINISTRATION AGREEMENT (“Agreement”) is made as of [·], 2019 by and among New Mountain Guardian III BDC, L.L.C., a Delaware limited liability company (the “Fund”) and New Mountain Finance Administration, L.L.C., a Delaware limited liability company (the “Administrator”). The Fund and the Administrator are sometimes referred to herein separately as a “party” and collectively as the “parties”.
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENTExpense Limitation and Reimbursement Agreement • July 15th, 2019 • New Mountain Guardian III BDC, L.L.C.
