CUSTODY AGREEMENTCustody Agreement • September 13th, 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”).
Up To U.S. $300,000,000 LOAN AND SECURITY AGREEMENT by and amongLoan and Security Agreement • September 13th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of August 30, 2019, by and among:
CUSTODIAN AGREEMENTCustodian Agreement • September 13th, 2019 • New Mountain Guardian III BDC, L.L.C. • Massachusetts
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 13th, 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 July 15, 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.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • September 13th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of June 18, 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 • September 13th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
This Agreement (this “Agreement”) is made this 15th day of July 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 • September 13th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
This ADMINISTRATION AGREEMENT (“Agreement”) is made as of July 15, 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”.
LOAN AUTHORIZATION AGREEMENT DATED: JULY 30, 2019Loan Authorization Agreement • September 13th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
The Fund referred to below has applied for, and BMO Harris Bank N.A. (the “Lender”), has approved the establishment of, a loan authorization account (“Loan Account”) from which the Fund may from time to time request loans in an aggregate amount of up to the maximum amount of credit shown below (the “Amount of Maximum Credit”). Interest on such loans is computed at a variable rate which may change daily based upon changes in the Prime Rate or the LIBOR Quoted Rate (each hereinafter defined). The Fund may make principal payments at any time and in any amount without premium or penalty. The request by the Fund for, and the making by the Lender of, any loan against the Loan Account shall constitute an agreement between the Fund and the Lender as follows:
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENTExpense Limitation and Reimbursement Agreement • September 13th, 2019 • New Mountain Guardian III BDC, L.L.C.
TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENTTransfer Agency and Registrar Services Agreement • September 13th, 2019 • New Mountain Guardian III BDC, L.L.C. • New York
THIS TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT (this “Agreement”), dated as of August 1, 2019 (the “Effective Date”), is entered into by and between NEW MOUNTAIN GUARDIAN III BDC, L.L.C., a Delaware limited liability company (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“AST”; together with the Company, the “Parties”; each, the “Party”).
