CUSTODIAN AGREEMENTCustodian Agreement • May 22nd, 2023 • New Mountain Guardian IV Unlevered BDC, L.L.C. • Massachusetts
This Agreement is made as of , (this “Agreement”), between NEW MOUNTAIN GUARDIAN IV UNLEVERED BDC, L.L.C. (the “Fund”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
NEW MOUNTAIN GUARDIAN IV UNLEVERED BDC, L.L.C. AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of ,Limited Liability Company Agreement • May 22nd, 2023 • New Mountain Guardian IV Unlevered BDC, L.L.C. • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NEW MOUNTAIN GUARDIAN IV UNLEVERED BDC, L.L.C., a Delaware limited liability company (the “Fund”), is made and entered into as of , , by and among the Persons listed in the books and records of the Fund as Members of the Fund and by the Adviser (as defined herein). This Agreement amends and restates in its entirety the Limited Liability Company Agreement of the Fund, dated as of November 4, 2022 (the “Original Agreement”). Capitalized terms used herein without definition have the meanings specified in Section 1.1.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 22nd, 2023 • New Mountain Guardian IV Unlevered BDC, L.L.C. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of , (the “Effective Date”), by and among New Mountain Capital, L.L.C., a Delaware limited liability company (the “Licensor”), and New Mountain Guardian IV Unlevered 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 IV UNLEVERED BDC, L.L.C. AND NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C.Investment Advisory and Management Agreement • May 22nd, 2023 • New Mountain Guardian IV Unlevered BDC, L.L.C. • New York
This Agreement (this "Agreement") is made this day of , , by and between NEW MOUNTAIN GUARDIAN IV UNLEVERED 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 • May 22nd, 2023 • New Mountain Guardian IV Unlevered BDC, L.L.C. • New York
This ADMINISTRATION AGREEMENT (“Agreement”) is made as of by and among New Mountain Guardian IV Unlevered 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”.
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • May 22nd, 2023 • New Mountain Guardian IV Unlevered BDC, L.L.C.
THIS AGREEMENT is made as of the __ day of _____, , by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and NEW MOUNTAIN GUARDIAN IV UNLEVERED BDC, L.L.C., a corporation organized and existing under the laws of the state of Delaware (the “Company”).
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT New Mountain Finance Advisers BDC, L.L.C.Limitation and Reimbursement Agreement • May 22nd, 2023 • New Mountain Guardian IV Unlevered BDC, L.L.C.
New Mountain Finance Advisers BDC, L.L.C. (the “Adviser”) hereby agrees to reduce and/or waive its Base Management Fee, as defined in the Investment Advisory and Management Agreement between the Fund and the Adviser (the “Advisory Agreement”), and to the extent necessary, bear other expenses of or make payments to the Fund, in the amount of Excess Specified Expenses and Excess Organizational and Offering Expenses (each as defined below).
