10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2023

o         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission<br>File Number	Exact name of registrant as specified in its charter, address of principal executive<br>offices, telephone numbers and states or other jurisdictions of incorporation or organization	I.R.S. Employer<br>Identification Number
814-00832	New Mountain Finance Corporation	27-2978010
	1633 Broadway, 48th Floor<br><br>New York, New York 10019<br><br>Telephone: (212) 720-0300<br><br>State of Incorporation: Delaware

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	NMFC	The NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Description	Shares as of November 2, 2023
Common stock, par value $0.01 per share	101,439,649

Table of Contents

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS

		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	New Mountain Finance Corporation
	Consolidated Statements of Assets and Liabilities as ofSeptember30, 2023 (unaudited) and December 31, 2022	3
	Consolidated Statements of Operations for the three andninemonths endedSeptember30, 2023 (unaudited) andSeptember30, 2022 (unaudited)	4
	Consolidated Statements of Changes in Net Assets for the three andninemonths endedSeptember30, 2023 (unaudited) andSeptember30, 2022 (unaudited)	5
	Consolidated Statements of Cash Flows for theninemonths endedSeptember30, 2023 (unaudited) andSeptember30, 2022 (unaudited)	6
	Consolidated Schedule of Investments as ofSeptember30, 2023 (unaudited)	7
	Consolidated Schedule of Investments as of December 31, 2022	34
	Notes to the Consolidated Financial Statements of New Mountain Finance Corporation (unaudited)	61
	Report of Independent Registered Public Accounting Firm	108
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	109
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	134
Item 4.	Controls and Procedures	135
PART II. OTHER INFORMATION		136
Item 1.	Legal Proceedings	136
Item 1A.	Risk Factors	136
Item 2.	Unregistered Sales of Equity Securities, Useof Proceeds,andIssuerPurchases of Equity Securities	138
Item 3.	Defaults Upon Senior Securities	138
Item 4.	Mine Safety Disclosures	138
Item 5.	Other Information	138
Item 6.	Exhibits	140
	Signatures	142

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

New Mountain Finance Corporation

Consolidated Statements of Assets and Liabilities

(in thousands, except shares and per share data)

(unaudited)

	September 30, 2023		December 31, 2022
Assets
Investments at fair value
Non-controlled/non-affiliated investments (cost of $2,429,421 and $2,523,522, respectively)	$	2,318,232	$	2,400,425
Non-controlled/affiliated investments (cost of $105,889 and $85,971, respectively)	135,875		130,787
Controlled investments (cost of $633,409 and $650,474, respectively)	657,796		690,035
Total investments at fair value (cost of $3,168,719 and $3,259,967, respectively)	3,111,903		3,221,247
Securities purchased under collateralized agreements to resell (cost of $30,000 and $30,000, respectively)	16,500		16,539
Cash and cash equivalents	83,265		71,190
Interest and dividend receivable	45,602		36,154
Other assets	22,316		9,797
Total assets	$	3,279,586	$	3,354,927
Liabilities
Borrowings
Holdings Credit Facility	$	569,563	$	618,963
Unsecured Notes	391,500		531,500
SBA-guaranteed debentures	300,000		300,000
Convertible Notes	260,236		316,853
NMFC Credit Facility	192,115		40,359
DB Credit Facility	186,400		186,400
NMNLC Credit Facility II	2,858		3,785
Deferred financing costs (net of accumulated amortization of $52,507 and $47,531, respectively)	(13,515)		(17,199)
Net borrowings	1,889,157		1,980,661
Interest payable	23,202		19,627
Management fee payable	10,321		10,524
Incentive fee payable	10,169		6,296
Payable for unsettled securities purchased	4,678		—
Deferred tax liability	2,790		8,487
Payable to affiliates	256		78
Other liabilities	2,319		3,063
Total liabilities	1,942,892		2,028,736
Commitments and contingencies (See Note 9)
Net assets
Preferred stock, par value $0.01 per share, 2,000,000 shares authorized, none issued	—		—
Common stock, par value $0.01 per share, 200,000,000 shares authorized, and 101,439,649 and 100,937,026 shares issued and outstanding, respectively	1,014		1,009
Paid in capital in excess of par	1,312,352		1,305,945
Accumulated undistributed earnings	11,652		7,519
Total net assets of New Mountain Finance Corporation	$	1,325,018	$	1,314,473
Non-controlling interest in New Mountain Net Lease Corporation	11,676		11,718
Total net assets	$	1,336,694	$	1,326,191
Total liabilities and net assets	$	3,279,586	$	3,354,927
Number of shares outstanding	101,439,649		100,937,026
Net asset value per share of New Mountain Finance Corporation	$	13.06	$	13.02

The accompanying notes are an integral part of these consolidated financial statements.

3

Table of Contents

New Mountain Finance Corporation

Consolidated Statements of Operations

(in thousands, except shares and per share data)

(unaudited)

	Three Months Ended				Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Investment income
From non-controlled/non-affiliated investments:
Interest income (excluding Payment-in-kind ("PIK") interest income)	$	63,892	$	49,401	$	189,299	$	127,934
PIK interest income	4,061		2,688		11,772		8,924
Dividend income	49		9		143		144
Non-cash dividend income	4,458		3,837		12,929		10,111
Other income	791		1,517		3,395		7,435
From non-controlled/affiliated investments:
Interest income (excluding PIK interest income)	884		270		1,576		788
PIK interest income	265		264		1,370		773
Non-cash dividend income	1,173		1,042		3,417		3,036
Other income	63		62		189		187
From controlled investments:
Interest income (excluding PIK interest income)	1,351		2,914		4,038		6,285
PIK interest income	3,591		3,241		11,665		12,296
Dividend income	11,041		9,867		34,179		32,183
Non-cash dividend income	1,357		1,116		3,879		3,191
Other income	1,373		2,221		3,943		7,235
Total investment income	94,349		78,449		281,794		220,522
Expenses
Interest and other financing expenses	31,425		24,648		93,921		63,957
Management fee	11,334		11,717		34,549		35,040
Incentive fee	10,169		8,202		29,748		23,605
Administrative expenses	995		881		2,996		3,022
Professional fees	850		775		2,818		2,529
Other general and administrative expenses	542		545		1,543		1,540
Total expenses	55,315		46,768		165,575		129,693
Less: management fee waived (See Note 5)	(1,013)		(1,115)		(3,172)		(3,349)
Less: expenses waived and reimbursed (See Note 5)	—		—		—		(238)
Net expenses	54,302		45,653		162,403		126,106
Net investment income before income taxes	40,047		32,796		119,391		94,416
Income tax (benefit) expense	(627)		(13)		401		(5)
Net investment income	40,674		32,809		118,990		94,421
Net realized gains (losses):
Non-controlled/non-affiliated investments	113		(239)		(8,509)		(903)
Controlled investments	4,560		17		16,413		36,371
Foreign currency	—		(166)		13		219
Net change in unrealized (depreciation) appreciation:
Non-controlled/non-affiliated investments	12,419		(31,944)		11,664		(56,975)
Non-controlled/affiliated investments	(14,815)		(13,381)		(14,830)		377
Controlled investments	(14,483)		20,398		(15,174)		(11,036)
Securities purchased under collateralized agreements to resell	—		—		(39)		(2,021)
Foreign currency	(60)		(10)		(5)		(625)
Benefit (provision) for taxes	291		30		66		(127)
Net realized and unrealized losses	(11,975)		(25,295)		(10,401)		(34,720)
Net increase in net assets resulting from operations	28,699		7,514		108,589		59,701
Less: Net (increase) decrease in net assets resulting from operations related to non-controlling interest in New Mountain Net Lease Corporation	(3)		191		(490)		150
Net increase in net assets resulting from operations related to New Mountain Finance Corporation	$	28,696	$	7,705	$	108,099	$	59,851
Basic earnings per share	$	0.28	$	0.08	$	1.07	$	0.60
Weighted average shares of common stock outstanding - basic (See Note 11)	100,954,898		100,830,075		100,943,049		99,955,432
Diluted earnings per share	$	0.27	$	0.08	$	0.98	$	0.59
Weighted average shares of common stock outstanding - diluted (See Note 11)	123,183,269		114,087,660		124,595,709		113,213,017
Distributions declared and paid per share	$	0.36	$	0.30	$	1.03	$	0.90

The accompanying notes are an integral part of these consolidated financial statements.

4

Table of Contents

New Mountain Finance Corporation

Consolidated Statements of Changes in Net Assets

(in thousands, except shares and per share data)

(unaudited)

	Three Months Ended				Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Increase (decrease) in net assets resulting from operations:
Net investment income	$	40,674	$	32,809	$	118,990	$	94,421
Net realized gains (losses) on investments and foreign currency	4,673		(388)		7,917		35,687
Net change in unrealized depreciation of investments and foreign currency	(16,939)		(24,937)		(18,345)		(68,259)
Net change in unrealized depreciation of securities purchased under collateralized agreements to resell	—		—		(39)		(2,021)
Benefit (provision) for taxes	291		30		66		(127)
Net increase in net assets resulting from operations	28,699		7,514		108,589		59,701
Less: Net (increase) decrease in net assets resulting from operations related to non-controlling interest in New Mountain Net Lease Corporation ("NMNLC")	(3)		191		(490)		150
Net increase in net assets resulting from operations related to New Mountain Finance Corporation	28,696		7,705		108,099		59,851
Capital transactions
Net proceeds from shares sold	6,625		2,955		6,625		40,006
Offering costs	(66)		(34)		(213)		(160)
Distributions declared to stockholders from net investment income	(36,338)		(30,281)		(103,966)		(90,085)
Reinvestment of distributions	—		—		—		1,098
Total net decrease in net assets resulting from capital transactions	(29,779)		(27,360)		(97,554)		(49,141)
Net (decrease) increase in net assets	(1,083)		(19,655)		10,545		10,710
New Mountain Finance Corporation net assets at the beginning of the period	1,326,101		1,351,610		1,314,473		1,321,245
New Mountain Finance Corporation net assets at the end of the period	1,325,018		1,331,955		1,325,018		1,331,955
Non-controlling interest in NMNLC	11,676		13,143		11,676		13,143
Net assets at the end of the period	$	1,336,694	$	1,345,098	$	1,336,694	$	1,345,098
Capital share activity
Shares sold	502,623		220,098		502,623		2,950,300
Shares issued from the reinvestment of distributions	—		—		—		79,285
Net increase in shares outstanding	502,623		220,098		502,623		3,029,585

The accompanying notes are an integral part of these consolidated financial statements.

5

Table of Contents

New Mountain Finance Corporation

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Nine Months Ended
	September 30, 2023		September 30, 2022
Cash flows from operating activities
Net increase in net assets resulting from operations	$	108,589	$	59,701
Adjustments to reconcile net increase in net assets resulting from operations to net cash (used in) provided by operating activities:
Net realized gains on investments	(7,904)		(35,468)
Net realized gains on translation of assets and liabilities in foreign currencies	(13)		(219)
Net change in unrealized depreciation of investments	18,340		67,634
Net change in unrealized depreciation on translation of assets and liabilities in foreign currencies	5		625
Net change in unrealized depreciation of securities purchased under collateralized agreements to resell	39		2,021
Amortization of purchase discount	(4,082)		(4,437)
Amortization of deferred financing costs	5,002		5,082
Amortization of premium on Convertible Notes	(101)		(77)
Non-cash investment income	(42,456)		(35,585)
Decrease (Increase) in operating assets:
Purchase of investments and delayed draw facilities	(140,568)		(526,743)
Proceeds from sales and paydowns of investments	282,741		466,516
Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities	110		321
Cash paid for purchase of drawn portion of revolving credit facilities	—		(185)
Cash paid on drawn revolvers	(20,865)		(30,438)
Cash repayments on drawn revolvers	24,270		33,589
Interest and dividend receivable	(9,429)		(3,050)
Other assets	(12,408)		(275)
Increase (decrease) in operating liabilities:
Management fee payable	(203)		438
Incentive fee payable	3,873		699
Payable for unsettled securities purchased	4,678		(7,910)
Payable to affiliates	178		(281)
Interest payable	3,575		(5,174)
Deferred tax liability	(5,697)		127
Other liabilities	(628)		4,240
Net cash flows provided by (used in) operating activities	207,046		(8,849)
Cash flows from financing activities
Net proceeds from shares sold	6,625		40,006
Offering costs paid	(306)		(132)
Distributions paid	(103,966)		(88,987)
Proceeds from Holdings Credit Facility	109,600		164,400
Repayment of Holdings Credit Facility	(159,000)		(79,000)
Proceeds from Convertible Notes	60,300		—
Repayment of Convertible Notes	(116,816)		—
Proceeds from Unsecured Notes	—		75,000
Repayment of Unsecured Notes	(140,000)		(55,000)
Proceeds from NMFC Credit Facility	348,500		162,707
Repayment of NMFC Credit Facility	(197,000)		(158,000)
Proceeds from DB Credit Facility	8,000		108,600
Repayment of DB Credit Facility	(8,000)		(148,500)
Proceeds from NMNLC Credit Facility II	5,750		2,934
Repayment of NMNLC Credit Facility II	(6,677)		(15,200)
Contributions related to non-controlling interest in NMNLC	—		124
Distributions related to non-controlling interest in NMNLC	(532)		(8,197)
Deferred financing costs paid	(1,450)		(710)
Net cash flows (used in) provided by financing activities	(194,972)		45
Net increase (decrease) in cash and cash equivalents	12,074		(8,804)
Effect of foreign exchange rate changes on cash and cash equivalents	1		(354)
Cash and cash equivalents at the beginning of the period	71,190		58,077
Cash and cash equivalents at the end of the period	$	83,265	$	48,919
Supplemental disclosure of cash flow information
Cash interest paid	$	84,116	$	63,006
Income taxes paid	6,808		74
Non-cash operating activities:
Non-cash activity on investments	$	15,772	$	—
Non-cash financing activities:
Value of shares reissued from repurchase program in connection with the distribution reinvestment plan	$	—	$	1,098
Accrual for offering costs	104		30
Accrual for deferred financing costs	2		15

The accompanying notes are an integral part of these consolidated financial statements.

6

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
Non-Controlled/Non-Affiliated Investments
Funded Debt Investments - United States
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services	First lien (2)(15)(18) - Drawn	SOFR(M)	5.50%	10.92%	12/2021	12/2027	$	20,851	$	20,714	$	20,601
	First lien (8)(15)	SOFR(M)	5.50%	10.92%	12/2021	12/2027	20,478		20,323		20,232
	First lien (4)(15)	SOFR(M)	5.50%	10.92%	01/2022	12/2027	9,723		9,649		9,606
	First lien (4)(15)(18) - Drawn	SOFR(M)	5.50%	10.92%	12/2021	12/2027	6,765		6,720		6,684
	Subordinated (3)(15)	FIXED(Q)*	11.50%/PIK	11.50%	12/2021	12/2031	13,616		13,467		12,831
	Subordinated (4)(15)	FIXED(Q)*	11.50%/PIK	11.50%	01/2022	12/2031	5,340		5,281		5,032
									76,154		74,986		5.61	%
PhyNet Dermatology LLC
Healthcare	First lien (2)(15)	SOFR(M)	6.25%	11.65%	09/2018	08/2024	48,941		48,855		48,941
	First lien (2)(15)	SOFR(M)	6.25%	11.68%	09/2018	08/2024	18,514		18,521		18,514
									67,376		67,455		5.05	%
Knockout Intermediate Holdings I Inc. (33)
Kaseya Inc.
Software	First lien (2)(15)	SOFR(Q)*	3.75% + 2.50%/PIK	11.62%	06/2022	06/2029	63,229		62,820		63,229
	First lien (3)(15)(18) - Drawn	SOFR(M)*	3.75% + 2.50%/PIK	11.57%	06/2022	06/2029	969		962		969
	First lien (3)(15)(18) - Drawn	SOFR(Q)*	3.75% + 2.50%/PIK	11.62%	06/2022	06/2029	235		261		235
									64,043		64,433		4.82	%
Associations, Inc.
Business Services	First lien (2)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	12.03%	07/2021	07/2027	36,468		36,356		36,468
	First lien (2)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	12.17%	07/2021	07/2027	8,980		8,948		8,980
	First lien (8)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	12.14%	07/2021	07/2027	8,979		8,947		8,979
	First lien (8)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	12.13%	07/2021	07/2027	5,422		5,405		5,422
	First lien (8)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	12.05%	07/2021	07/2027	4,313		4,299		4,313
									63,955		64,162		4.80	%

The accompanying notes are an integral part of these consolidated financial statements.

7

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
GC Waves Holdings, Inc.
Financial Services	First lien (2)(15)	SOFR(M)	6.00%	11.42%	08/2021	08/2028	$	40,371	$	40,097	$	40,371
	First lien (5)(15)	SOFR(M)	6.00%	11.42%	08/2021	08/2028	21,720		21,643		21,720
	First lien (2)(15)(18) - Drawn	SOFR(M)	6.00%	11.42%	10/2019	08/2028	356		353		356
									62,093		62,447		4.67	%
GS Acquisitionco, Inc.
Software	First lien (2)(15)	SOFR(Q)	5.75%	11.29%	08/2019	05/2026	34,112		34,029		34,112
	First lien (5)(15)	SOFR(Q)	5.75%	11.29%	08/2019	05/2026	21,577		21,528		21,577
									55,557		55,689		4.17	%
CentralSquare Technologies, LLC
Software	Second lien (3)	SOFR(Q)	7.50%	13.04%	08/2018	08/2026	47,838		47,561		42,993
	Second lien (8)	SOFR(Q)	7.50%	13.04%	08/2018	08/2026	7,500		7,456		6,740
									55,017		49,733		3.72	%
Brave Parent Holdings, Inc.
Software	Second lien (5)(15)	SOFR(Q)	7.50%	12.97%	04/2018	04/2026	22,500		22,454		22,500
	Second lien (2)(15)	SOFR(Q)	7.50%	12.97%	04/2018	04/2026	16,624		16,556		16,624
	Second lien (8)(15)	SOFR(Q)	7.50%	12.97%	04/2018	04/2026	6,000		5,975		6,000
									44,985		45,124		3.38	%
IG Intermediateco LLC
Infogain Corporation
Business Services	First lien (2)(15)	SOFR(M)	5.75%	11.17%	07/2021	07/2028	18,755		18,650		18,755
	First lien (8)(15)	SOFR(M)	5.75%	11.17%	07/2022	07/2028	7,864		7,798		7,864
	Subordinated (3)(15)	SOFR(Q)	8.25%	13.74%	07/2022	07/2029	17,245		17,054		17,245
									43,502		43,864		3.28	%
iCIMS, Inc.
Software	First lien (8)	SOFR(Q)*	3.88%/PIK + 3.38%	12.63%	08/2022	08/2028	30,481		30,258		30,176
	First lien (2)	SOFR(Q)	7.25%	12.63%	10/2022	08/2028	7,366		7,309		7,292
	First lien (2)	SOFR(Q)*	3.88%/PIK + 3.38%	12.63%	09/2023	08/2028	4,725		4,678		4,678
	First lien (3)(18) - Drawn	SOFR(Q)	6.75%	12.14%	08/2022	08/2028	471		467		466
									42,712		42,612		3.19	%
Deca Dental Holdings LLC
Healthcare	First lien (2)(15)	SOFR(Q)	5.75%	11.24%	08/2021	08/2028	37,573		37,288		36,431
	First lien (3)(15)	SOFR(Q)	5.75%	11.24%	08/2021	08/2028	3,955		3,924		3,835
	First lien (3)(15)(18) - Drawn	SOFR(Q)	5.75%	11.24%	08/2021	08/2027	2,018		1,998		1,957
									43,210		42,223		3.16	%

The accompanying notes are an integral part of these consolidated financial statements.

8

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
MRI Software LLC
Software	First lien (5)(15)	SOFR(Q)	5.50%	10.99%	01/2020	02/2026	$	21,711	$	21,662	$	21,502
	First lien (3)(15)	SOFR(Q)	5.50%	10.99%	03/2021	02/2026	7,690		7,674		7,616
	First lien (2)(15)	SOFR(Q)	5.50%	10.99%	03/2021	02/2026	4,580		4,573		4,536
	First lien (2)(15)	SOFR(Q)	5.50%	10.99%	01/2020	02/2026	3,148		3,141		3,118
	First lien (3)(15)	SOFR(Q)	5.50%	10.99%	01/2020	02/2026	803		801		796
									37,851		37,568		2.81	%
Recorded Future, Inc.
Software	First lien (8)(15)	SOFR(S)	5.25%	10.69%	08/2019	07/2025	24,282		24,197		24,282
	First lien (2)(15)	SOFR(S)	5.25%	10.69%	03/2021	07/2025	12,556		12,510		12,556
									36,707		36,838		2.76	%
Auctane Inc. (fka Stamps.com Inc.)
Software	First lien (8)(15)	SOFR(M)	5.75%	11.17%	10/2021	10/2028	21,902		21,733		21,541
	First lien (2)(15)	SOFR(M)	5.75%	11.17%	10/2021	10/2028	14,812		14,697		14,568
									36,430		36,109		2.70	%
OEC Holdco, LLC (22)
OEConnection LLC
Software	Second lien (2)(15)	SOFR(M)	7.00%	12.42%	12/2021	09/2027	23,406		23,231		23,406
	Second lien (2)(15)	SOFR(M)	7.00%	12.42%	09/2019	09/2027	12,044		11,973		12,044
									35,204		35,450		2.65	%
WEG Sub Intermediate Holdings, LLC
Wealth Enhancement Group, LLC
Financial Services	First lien (2)(15)	SOFR(S)	5.75%	10.78%	08/2021	10/2027	18,806		18,760		18,806
	First lien (2)(15)(18) - Drawn	SOFR(Q)	5.75%	10.65%	05/2022	10/2027	11,135		11,122		11,135
	First lien (2)(15)	SOFR(Q)	5.75%	11.26%	01/2022	10/2027	1,244		1,235		1,245
	First lien (2)(15)	SOFR(S)	5.75%	10.67%	01/2022	10/2027	834		828		834
	Subordinated (3)(15)	FIXED(Q)*	15.00%/PIK	15.00%	05/2023	05/2033	3,333		3,284		3,283
									35,229		35,303		2.64	%
Foreside Financial Group, LLC
Business Services	First lien (2)(15)	SOFR(Q)	5.25%	10.82%	05/2022	09/2027	33,783		33,515		33,783
	First lien (3)(15)(18) - Drawn	SOFR(Q)	5.25%	10.79%	05/2022	09/2027	545		539		545
	First lien (3)(15)	SOFR(Q)	5.25%	10.82%	05/2022	09/2027	278		275		278
									34,329		34,606		2.59	%
KAMC Holdings, Inc.
Business Services	Second lien (2)(15)	SOFR(Q)	8.00%	13.64%	08/2019	08/2027	18,750		18,668		17,038
	Second lien (8)(15)	SOFR(Q)	8.00%	13.64%	08/2019	08/2027	18,750		18,668		17,038
									37,336		34,076		2.55	%

The accompanying notes are an integral part of these consolidated financial statements.

9

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
Diamond Parent Holdings Corp. (28)
Diligent Corporation
Software	First lien (2)(15)	SOFR(Q)	5.75%	11.27%	03/2021	08/2025	$	17,449	$	17,408	$	16,940
	First lien (2)(15)	SOFR(Q)	5.75%	11.27%	03/2021	08/2025	9,730		9,708		9,446
	First lien (3)(15)	SOFR(Q)	6.25%	11.77%	12/2018	08/2025	5,783		5,768		5,637
	First lien (3)(15)(18) - Drawn	SOFR(Q)	6.25%	11.77%	03/2021	08/2025	1,486		1,478		1,449
									34,362		33,472		2.50	%
Granicus, Inc.
Software	First lien (4)(15)	SOFR(Q)*	5.50% + 1.50%/PIK	12.47%	01/2021	01/2027	15,443		15,371		15,443
	First lien (8)(15)	SOFR(Q)*	5.50% + 1.50%/PIK	12.47%	01/2021	01/2027	5,974		5,945		5,974
	First lien (2)(15)	SOFR(Q)*	5.50% + 1.50%/PIK	12.47%	01/2021	01/2027	5,892		5,864		5,892
	First lien (2)(15)	SOFR(Q)	6.00%	11.47%	04/2021	01/2027	4,554		4,521		4,554
	First lien (3)(15)(18) - Drawn	SOFR(Q)	6.50%	11.96%	01/2021	01/2027	1,110		1,102		1,110
									32,803		32,973		2.47	%
EAB Global, Inc.
Education	Second lien (2)(15)	L(S)	6.50%	11.95%	08/2021	08/2029	33,452		33,051		32,870
IG Investments Holdings, LLC
Business Services	First lien (2)(15)	SOFR(Q)	6.00%	11.45%	09/2021	09/2028	28,912		28,690		28,528
	First lien (2)(15)	SOFR(Q)	6.00%	11.47%	02/2022	09/2028	4,225		4,207		4,168
									32,897		32,696		2.45	%
TigerConnect, Inc.
Healthcare	First lien (8)(15)	SOFR(Q)*	3.38% + 3.38%/PIK	12.27%	02/2022	02/2028	29,868		29,634		29,408
	First lien (2)(15)(18) - Drawn	SOFR(Q)*	3.38% + 3.38%/PIK	12.27%	02/2022	02/2028	1,087		1,087		1,071
									30,721		30,479		2.28	%
OA Topco, L.P. (32)
OA Buyer, Inc.
Healthcare	First lien (2)(15)	SOFR(M)	5.50%	10.82%	12/2021	12/2028	27,778		27,555		27,778
	First lien (2)(15)	SOFR(M)	5.50%	10.82%	05/2022	12/2028	1,758		1,744		1,758
									29,299		29,536		2.21	%
AmeriVet Partners Management, Inc.
Consumer Services	First lien (2)(15)	SOFR(Q)	5.50%	11.04%	02/2022	02/2028	22,153		22,067		22,153
	First lien (2)(15)	SOFR(Q)	5.50%	11.04%	02/2022	02/2028	6,164		6,136		6,164
	First lien (3)(15)(18) - Drawn	SOFR(Q)	5.50%	11.04%	02/2022	02/2028	770		810		770
									29,013		29,087		2.18	%

The accompanying notes are an integral part of these consolidated financial statements.

10

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
Foundational Education Group, Inc.
Education	Second lien (5)(15)	SOFR(Q)	6.50%	12.13%	08/2021	08/2029	$	22,500	$	22,409	$	21,971
	Second lien (2)(15)	SOFR(Q)	6.50%	12.13%	08/2021	08/2029	7,009		6,989		6,844
									29,398		28,815		2.16	%
NMC Crimson Holdings, Inc.
Healthcare	First lien (8)(15)	SOFR(Q)	6.09%	11.49%	03/2021	03/2028	19,259		19,058		18,908
	First lien (3)(15)(18) - Drawn	SOFR(Q)	6.09%	11.64%	03/2021	03/2028	5,012		4,991		4,921
	First lien (2)(15)	SOFR(Q)	6.09%	11.49%	03/2021	03/2028	4,913		4,861		4,824
									28,910		28,653		2.14	%
Fortis Solutions Group, LLC
Packaging	First lien (2)(15)	SOFR(Q)	5.50%	11.04%	10/2021	10/2028	17,397		17,257		17,205
	First lien (8)(15)	SOFR(Q)	5.50%	11.04%	10/2021	10/2028	10,118		10,040		10,006
	First lien (3)(15)	SOFR(Q)	5.50%	11.04%	10/2021	10/2028	868		861		859
	First lien (3)(15)(18) - Drawn	SOFR(Q)	5.50%	10.99%	06/2022	10/2028	313		310		309
	First lien (3)(15)	SOFR(Q)	5.50%	10.99%	10/2021	10/2028	81		80		80
									28,548		28,459		2.13	%
Syndigo LLC
Software	Second lien (4)(15)	SOFR(Q)	8.00%	13.67%	12/2020	12/2028	22,500		22,375		21,652
	Second lien (2)(15)	SOFR(Q)	8.00%	13.67%	02/2022	12/2028	5,697		5,709		5,482
									28,084		27,134		2.03	%
ACI Parent Inc. (29)
ACI Group Holdings, Inc.
Healthcare	First lien (2)(15)	SOFR(M)	5.50%	10.92%	08/2021	08/2028	22,080		21,916		21,606
	First lien (3)(15)	SOFR(M)	5.50%	10.92%	08/2021	08/2028	3,913		3,879		3,829
	First lien (3)(15)(18) - Drawn	SOFR(M)	5.50%	10.92%	08/2021	08/2028	883		874		864
									26,669		26,299		1.97	%
CRCI Longhorn Holdings, Inc.
Business Services	Second lien (3)(15)	SOFR(M)	7.25%	12.67%	08/2018	08/2026	18,266		18,235		18,256
	Second lien (8)(15)	SOFR(M)	7.25%	12.67%	08/2018	08/2026	7,500		7,487		7,496
									25,722		25,752		1.93	%
HS Purchaser, LLC / Help/Systems Holdings, Inc.
Software	Second lien (5)(15)	SOFR(S)	6.75%	12.35%	11/2019	11/2027	22,500		22,427		21,546
	Second lien (2)(15)	SOFR(S)	6.75%	12.35%	11/2019	11/2027	4,208		4,183		4,030
									26,610		25,576		1.91	%
DOCS, MSO, LLC
Healthcare	First lien (8)(15)	SOFR(M)	5.75%	11.18%	06/2022	06/2028	18,619		18,619		18,325
	First lien (4)(15)	SOFR(M)	5.75%	11.18%	06/2022	06/2028	6,973		6,973		6,863
									25,592		25,188		1.88	%

The accompanying notes are an integral part of these consolidated financial statements.

11

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
Idera, Inc.
Software	Second lien (4)(15)	SOFR(Q)	6.75%	12.27%	06/2019	03/2029	$	22,500	$	22,265	$	22,194
	Second lien (3)(15)	SOFR(Q)	6.75%	12.27%	04/2021	03/2029	3,000		2,989		2,959
									25,254		25,153		1.88	%
TMK Hawk Parent, Corp.
Distribution & Logistics	First lien (2)(15)	SOFR(Q)	3.50%	9.17%	06/2019	08/2024	16,269		15,752		11,777
	First lien (8)(15)	SOFR(Q)	3.50%	9.17%	10/2019	08/2024	15,691		15,058		11,359
									30,810		23,136		1.73	%
Xactly Corporation
Software	First lien (4)(15)	SOFR(Q)	7.25%	12.77%	07/2017	07/2025	22,500		22,469		22,500		1.68	%
Spring Education Group, Inc (fka SSH Group Holdings, Inc.)
Education	Second lien (2)	SOFR(M)	8.25%	13.68%	07/2018	07/2026	21,959		21,933		21,962		1.64	%
Bullhorn, Inc.
Software	First lien (2)(15)	SOFR(Q)	5.75%	11.24%	09/2019	09/2026	16,530		16,470		16,530
	First lien (2)(15)	SOFR(Q)	5.75%	11.24%	10/2021	09/2026	3,416		3,410		3,416
	First lien (2)(15)	SOFR(Q)	5.75%	11.24%	09/2019	09/2026	765		761		765
	First lien (2)(15)	SOFR(Q)	5.75%	11.24%	09/2019	09/2026	343		341		343
	First lien (2)(15)	SOFR(Q)	5.75%	11.24%	09/2019	09/2026	273		272		273
									21,254		21,327		1.60	%
FS WhiteWater Holdings, LLC (30)
FS WhiteWater Borrower, LLC
Consumer Services	First lien (5)(15)	SOFR(Q)	5.75%	11.29%	12/2021	12/2027	10,316		10,239		10,145
	First lien (3)(15)(18) - Drawn	SOFR(Q)	6.00%	11.54%	07/2022	12/2027	4,145		4,122		4,110
	First lien (5)(15)	SOFR(Q)	5.75%	11.31%	12/2021	12/2027	3,463		3,434		3,405
	First lien (5)(15)	SOFR(Q)	5.75%	11.29%	12/2021	12/2027	3,441		3,415		3,384
	First lien (3)(15)(18) - Drawn	SOFR(M)	5.75%	11.22%	12/2021	12/2027	140		139		138
									21,349		21,182		1.58	%
YLG Holdings, Inc.
Business Services	First lien (5)(15)	SOFR(Q)	5.00%	10.47%	11/2019	10/2025	17,723		17,688		17,552
	First lien (5)(15)	SOFR(Q)	5.00%	10.47%	11/2019	10/2025	2,308		2,303		2,285
	First lien (5)(15)(18) - Drawn	SOFR(Q)	5.00%	10.48%	10/2021	10/2025	1,203		1,193		1,191
									21,184		21,028		1.57	%

The accompanying notes are an integral part of these consolidated financial statements.

12

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
AAC Lender Holdings, LLC (27)
American Achievement Corporation (aka AAC Holding Corp.)
Education	First lien (2)(15)	SOFR(M) (35)*	5.75%/PIK + 0.50%	11.68%	09/2015	09/2026	$	29,879	$	29,842	$	20,586
	First lien (3)(15)	SOFR(M) (35)*	13.50%/PIK + 0.50%	19.43%	06/2021	09/2026	1,527		1,527		—
	Subordinated (3)(15)	SOFR(Q) (35)*	1.00%/PIK	7.54%	03/2021	09/2026	5,230		—		—
									31,369		20,586		1.54	%
Convey Health Solutions, Inc.
Healthcare	First lien (4)(15)	SOFR(Q)	5.25%	10.74%	09/2019	09/2026	19,070		18,968		16,826
	First lien (4)(15)	SOFR(Q)	5.25%	10.74%	02/2022	09/2026	3,184		3,152		2,810
									22,120		19,636		1.47	%
Cardinal Parent, Inc.
Software	First lien (4)	SOFR(Q)	4.50%	10.04%	10/2020	11/2027	11,883		11,825		10,813
	Second lien (4)(15)	SOFR(Q)	7.75%	13.29%	11/2020	11/2028	9,767		9,696		8,811
									21,521		19,624		1.47	%
MED Parentco, LP
Healthcare	Second lien (8)(15)	SOFR(M)	8.25%	13.68%	08/2019	08/2027	20,857		20,765		19,585		1.47	%
Notorious Topco, LLC
Consumer Products	First lien (8)(15)	SOFR(Q)	6.75%	12.27%	11/2021	11/2027	9,975		9,919		9,192
	First lien (8)(15)	SOFR(Q)	6.75%	12.27%	05/2022	11/2027	9,850		9,791		9,077
	First lien (3)(15)(18) - Drawn	SOFR(Q)	6.75%	12.27%	11/2021	11/2027	869		867		801
	First lien (3)(15)(18) - Drawn	SOFR(Q)	6.75%	12.27%	11/2021	05/2027	59		58		54
									20,635		19,124		1.43	%
Pioneer Topco I, L.P. (31)
Pioneer Buyer I, LLC
Software	First lien (8)(15)	SOFR(Q)*	7.00%/PIK	12.39%	11/2021	11/2028	16,292		16,185		16,292
	First lien (8)(15)	SOFR(Q)*	7.00%/PIK	12.39%	03/2022	11/2028	2,233		2,216		2,233
									18,401		18,525		1.39	%
Trinity Air Consultants Holdings Corporation
Business Services	First lien (2)(15)	L(S)	5.25%	10.62%	06/2021	06/2027	15,382		15,277		15,382
	First lien (2)(15)(18) - Drawn	SOFR(S)	5.75%	11.27%	06/2021	06/2027	3,095		3,071		3,095
									18,348		18,477		1.38	%
DG Investment Intermediate Holdings 2, Inc.
Business Services	Second lien (3)	SOFR(M)	6.75%	12.18%	03/2021	03/2029	20,313		20,273		18,047		1.35	%
Groundworks, LLC
Consumer Services	First lien (4)(15)	SOFR(Q)	6.50%	11.81%	03/2023	03/2030	18,216		17,957		17,943		1.34	%
Avalara, Inc.
Software	First lien (8)(15)	SOFR(Q)	7.25%	12.64%	10/2022	10/2028	17,198		17,008		17,198		1.29	%

The accompanying notes are an integral part of these consolidated financial statements.

13

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
Coyote Buyer, LLC
Specialty Chemicals & Materials	First lien (5)(15)	SOFR(Q)	6.00%	11.52%	03/2020	02/2026	$	13,689	$	13,657	$	13,689
	First lien (5)(15)	SOFR(Q)	8.00%	13.57%	10/2020	08/2026	2,463		2,450		2,463
	First lien (3)(15)(18) - Drawn	SOFR(Q)	6.00%	11.50%	03/2020	02/2025	709		706		709
									16,813		16,861		1.26	%
Oranje Holdco, Inc.
Education	First lien (8)(15)	SOFR(Q)	7.75%	13.12%	02/2023	02/2029	7,440		7,354		7,440
	First lien (2)(15)	SOFR(Q)	7.75%	13.12%	02/2023	02/2029	7,440		7,354		7,440
									14,708		14,880		1.11	%
Kele Holdco, Inc.
Distribution & Logistics	First lien (5)(15)	SOFR(M)	5.25%	10.68%	02/2020	02/2026	14,837		14,804		14,837		1.11	%
Coupa Holdings, LLC
Software	First lien (2)(15)	SOFR(M)	7.50%	12.82%	02/2023	02/2030	7,230		7,145		7,230
	First lien (8)(15)	SOFR(M)	7.50%	12.82%	02/2023	02/2030	7,230		7,145		7,230
									14,290		14,460		1.08	%
New Trojan Parent, Inc.
Healthcare	Second lien (2)(15)	SOFR(M)	7.25%	12.68%	01/2021	01/2029	26,762		26,663		14,192		1.06	%
Daxko Acquisition Corporation
Software	First lien (8)(15)	SOFR(M)	5.50%	10.92%	10/2021	10/2028	13,044		12,943		12,823
	First lien (2)(15)	SOFR(M)	5.50%	10.92%	10/2021	10/2028	1,099		1,090		1,080
	First lien (3)(15)(18) - Drawn	P(Q)	4.50%	13.00%	10/2021	10/2027	123		122		121
									14,155		14,024		1.05	%
Castle Management Borrower LLC
Business Services	First lien (8)(15)	SOFR(Q)	6.50%	12.13%	05/2018	02/2025	13,845		13,832		13,845		1.04	%
IMO Investor Holdings, Inc.
Healthcare	First lien (2)(15)	SOFR(Q)	6.00%	11.36%	05/2022	05/2029	12,877		12,767		12,592
	First lien (3)(15)(18) - Drawn	SOFR(S)	6.00%	11.04%	05/2022	05/2029	832		847		814
	First lien (3)(15)(18) - Drawn	SOFR(S)	6.00%	11.42%	05/2022	05/2028	248		245		242
									13,859		13,648		1.02	%
Alegeus Technologies Holdings Corp.
Healthcare	First lien (8)(15)	SOFR(S)	8.25%	13.36%	09/2018	09/2024	13,444		13,430		13,444		1.01	%
Calabrio, Inc.
Software	First lien (5)(15)	SOFR(M)	7.13%	12.44%	04/2021	04/2027	12,347		12,286		12,040
	First lien (3)(15)(18) - Drawn	SOFR(M)	7.13%	12.45%	04/2021	04/2027	850		843		829
									13,129		12,869		0.96	%

The accompanying notes are an integral part of these consolidated financial statements.

14

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
CFS Management, LLC
Healthcare	First lien (2)(15)	SOFR(Q)*	6.25% + 0.75%/PIK	12.65%	08/2019	07/2024	$	11,195	$	11,185	$	9,912
	First lien (2)(15)	SOFR(Q)*	6.25% + 0.75%/PIK	12.65%	08/2019	07/2024	3,335		3,331		2,953
									14,516		12,865		0.96	%
USRP Holdings, Inc.
Business Services	First lien (2)(15)	SOFR(Q)	5.75%	11.29%	07/2021	07/2027	11,226		11,148		11,226
	First lien (3)(15)	SOFR(Q)	5.75%	11.29%	07/2021	07/2027	1,462		1,451		1,462
									12,599		12,688		0.95	%
CHA Holdings, Inc.
Business Services	Second lien (4)(15)	SOFR(Q)	8.75%	14.40%	04/2018	04/2026	7,012		6,983		7,012
	Second lien (3)(15)	SOFR(Q)	8.75%	14.40%	04/2018	04/2026	4,453		4,434		4,454
									11,417		11,466		0.86	%
Vectra Co.
Business Products	Second lien (8)	SOFR(M)	7.25%	12.68%	02/2018	03/2026	10,788		10,772		10,788		0.81	%
Transcendia Holdings, Inc.
Packaging	Second lien (8)(15)	L(S)	8.00%	13.73%	06/2017	05/2025	14,500		14,445		10,436		0.78	%
Specialtycare, Inc.
Healthcare	First lien (2)(15)	L(Q)	5.75%	11.28%	06/2021	06/2028	10,379		10,275		10,032
	First lien (3)(15)	SOFR(Q)	5.75%	11.32%	06/2021	06/2028	78		76		75
									10,351		10,107		0.76	%
Quartz Holding Company
Software	Second lien (3)(15)	SOFR(M)	8.00%	13.42%	04/2019	04/2027	10,000		9,894		10,000		0.75	%
CG Group Holdings, LLC
Specialty Chemicals & Materials	First lien (2)(15)	SOFR(Q)*	6.75% + 2.00%/PIK	14.14%	07/2021	07/2027	8,381		8,318		7,940
	First lien (3)(15)(18) - Drawn	SOFR(M)*	6.75% + 2.00%/PIK	14.07%	07/2021	07/2026	930		920		881
									9,238		8,821		0.66	%
Anaplan, Inc.
Software	First lien (2)(15)	SOFR(M)	6.50%	11.82%	06/2022	06/2029	8,618		8,543		8,618		0.64	%
KPSKY Acquisition Inc.
Business Services	First lien (8)(15)	SOFR(Q)	5.25%	10.72%	10/2021	10/2028	6,915		6,862		6,915
	First lien (2)(15)(18) - Drawn	SOFR(Q)	5.25%	10.71%	06/2022	10/2028	826		818		826
	First lien (2)(15)	SOFR(Q)	5.25%	10.63%	10/2021	10/2028	792		786		792
									8,466		8,533		0.64	%
PPVA Black Elk (Equity) LLC
Business Services	Subordinated (3)(15)	SOFR(Q)	—	—	05/2013	—	14,500		14,500		7,975		0.60	%
TRC Companies L.L.C. (fka Energize Holdco LLC)
Business Services	Second lien (2)(15)	SOFR(M)	6.75%	12.18%	11/2021	12/2029	7,950		7,917		7,672		0.57	%

The accompanying notes are an integral part of these consolidated financial statements.

15

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
PPV Intermediate Holdings, LLC
Consumer Services	First lien (4)(15)	SOFR(Q)	5.75%	11.17%	08/2022	08/2029	$	7,514	$	7,447	$	7,514	0.56	%
DS Admiral Bidco, LLC
Software	First lien (2)(15)	SOFR(Q)	7.00%	12.39%	12/2022	03/2028	7,491		7,391		7,491		0.56	%
Safety Borrower Holdings LLC
Software	First lien (2)(15)	L(S)	5.25%	10.95%	09/2021	09/2027	6,922		6,897		6,922
	First lien (3)(15)(18) - Drawn	P(Q)	4.25%	12.75%	09/2021	09/2027	256		255		256
									7,152		7,178		0.54	%
DCA Investment Holding, LLC
Healthcare	First lien (3)(15)(18) - Drawn	SOFR(Q)	6.50%	11.89%	12/2022	04/2028	3,878		3,823		3,774
	First lien (2)(15)	SOFR(Q)	6.41%	11.80%	03/2021	04/2028	3,261		3,247		3,163
									7,070		6,937		0.52	%
Community Brands ParentCo, LLC
Software	First lien (2)(15)	SOFR(Q)	5.50%	11.02%	02/2022	02/2028	7,109		7,052		6,934		0.52	%
Sierra Enterprises, LLC
Food & Beverage	First lien (3)(15)	SOFR(Q)*	4.25%/PIK + 2.50%	12.12%	06/2023	05/2027	7,272		5,542		6,740		0.50	%
Sun Acquirer Corp.
Consumer Services	First lien (2)(15)	SOFR(M)	5.75%	11.18%	09/2021	09/2028	3,955		3,928		3,868
	First lien (2)(15)	SOFR(M)	5.75%	11.18%	09/2021	09/2028	2,795		2,763		2,732
									6,691		6,600		0.49	%
Appriss Health Holdings, Inc. (23)
Appriss Health, LLC
Healthcare	First lien (8)(15)	SOFR(Q)	6.75%	12.23%	05/2021	05/2027	6,203		6,163		6,203		0.46	%
Virtusa Corporation
Business Services	Subordinated (3)	FIXED(S)	7.13%	7.13%	10/2022	12/2028	7,000		5,589		5,661		0.42	%
Pye-Barker Fire & Safety, LLC
Business Services	First lien (2)(15)	SOFR(Q)	5.50%	11.04%	11/2021	11/2027	5,122		5,082		5,096		0.38	%
CommerceHub, Inc.
Software	First lien (3)(15)	SOFR(Q)	6.25%	11.77%	06/2023	12/2027	3,970		3,555		3,970		0.30	%
Project Power Buyer, LLC
Software	First lien (2)(15)	SOFR(Q)	7.00%	12.39%	01/2023	05/2026	3,562		3,519		3,562		0.27	%
Ansira Holdings, Inc.
Business Services	First lien (3)(15)	L(Q)(35)*	6.50%/PIK	12.15%	12/2016	12/2024	32,736		32,843		1,591
	First lien (3)(15)	L(Q)(35)*	6.50%/PIK	11.93%	12/2016	12/2024	8,261		8,309		402
	First lien (3)(15)(18) - Drawn	SOFR(Q)*	8.00%/PIK + 2.00%	15.51%	11/2022	12/2024	385		385		385
									41,537		2,378		0.18	%

The accompanying notes are an integral part of these consolidated financial statements.

16

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
Education Management Corporation (20)
Education Management II LLC
Education	First lien (2)	P(M)(35)	7.50%	13.00%	01/2015	07/2020	$	300	$	292	$	—
	First lien (3)	P(M)(35)	7.50%	13.00%	01/2015	07/2020	169		165		—
	First lien (2)	P(Q)(35)	6.50%	9.75%	01/2015	07/2020	205		199		—
	First lien (3)	P(Q)(35)	6.50%	9.75%	01/2015	07/2020	115		112		—
	First lien (2)	P(Q)(35)	8.50%	11.75%	01/2015	07/2020	139		115		—
	First lien (3)	P(Q)(35)	8.50%	11.75%	01/2015	07/2020	79		65		—
	First lien (2)	P(Q)(35)	8.50%	11.75%	01/2015	07/2020	4		3		—
	First lien (3)	P(Q)(35)	8.50%	11.75%	01/2015	07/2020	2		2		—
									953		—		—	%
PPVA Fund, L.P.
Business Services	Collateralized Financing (35)(36)	—	—	—	11/2014	—	—		—		—		—	%
Total Funded Debt Investments - United States									$	2,089,103	$	1,983,993	145.98	%
Funded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology	First lien (2)(15)	SOFR(M)	6.00%	11.42%	10/2021	09/2028	$	35,000	$	34,730	$	35,000
	First lien (8)(15)	SOFR(M)	6.00%	11.42%	10/2021	09/2028	24,189		24,002		24,189
									58,732		59,189		4.43	%
Total Funded Debt Investments - Netherlands									$	58,732	$	59,189	4.43	%
Funded Debt Investments - United Kingdom
Aston FinCo S.a r.l. / Aston US Finco, LLC**
Software	Second lien (8)(15)	SOFR(M)	8.25%	13.68%	10/2019	10/2027	$	34,459	$	34,293	$	34,045	2.55	%
Integro Parent Inc.**
Business Services	First lien (2)(15)	SOFR(Q)*	12.25%/PIK	17.64%	10/2015	10/2024	4,129		4,128		4,129
	First lien (3)(15)	SOFR(Q)*	12.25%/PIK	17.64%	06/2018	10/2024	815		813		815
	Second lien (3)(15)	SOFR(Q)*	12.25%/PIK	17.64%	10/2015	10/2024	13,074		12,303		12,305
									17,244		17,249		1.29	%
Total Funded Debt Investments - United Kingdom									$	51,537	$	51,294	3.84	%

The accompanying notes are an integral part of these consolidated financial statements.

17

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
Funded Debt Investments - Jersey
Tennessee Bidco Limited **
Business Services	First lien (3)(15)(16)	SONIA(D)*	5.00% +2.50%/PIK	12.96%	8/6/2021	8/3/2028	£	13,039	$	17,858	$	15,906
	First lien (3)(15)(16)	SONIA(D)*	5.00% +2.50%/PIK	12.96%	8/6/2021	8/3/2028	£	10,669	13,319		13,017
	First lien (3)(15)	SOFR(S)*	5.00% +2.50%/PIK	13.03%	8/6/2021	8/3/2028	$	10,312	10,195		10,312
	First lien (3)(15)	SOFR(S)*	5.00% +2.50%/PIK	13.04%	08/2021	08/2028	$	6,326	6,250		6,326
	First lien (3)(15)(16)	EURIBOR(S)*	5.00% +2.50%/PIK	11.47%	08/2021	08/2028	€	716	725		757
									48,347		46,318		3.47	%
Total Funded Debt Investments - Jersey									$	48,347	$	46,318	3.47	%
Funded Debt Investments - Australia
Atlas AU Bidco Pty Ltd**
Business Services	First lien (2)(15)	SOFR(M)	7.25%	12.58%	12/2022	12/2029	$	3,454	$	3,406	$	3,454	0.26	%
Total Funded Debt Investments - Australia									$	3,406	$	3,454	0.26	%
Total Funded Debt Investments									$	2,251,125	$	2,144,248	154.14	%
Equity - United States
Dealer Tire Holdings, LLC
Distribution & Logistics	Preferred shares (3)(15)	FIXED(S)*	7.00%/PIK	7.00%	09/2021	—	56,271		$	65,202	$	66,739	4.99	%
Symplr Software Intermediate Holdings, Inc.
Healthcare	Preferred shares (4)(15)	SOFR(Q)*	10.50%/PIK	16.09%	11/2018	—	7,500		13,456		12,802
	Preferred shares (3)(15)	SOFR(Q)*	10.50%/PIK	16.09%	11/2018	—	2,586		4,639		4,413
									18,095		17,215		1.29	%
Knockout Intermediate Holdings I Inc. (33)
Software	Preferred shares (3)(15)	FIXED(S)*	11.75%/PIK	11.75%	06/2022	—	15,150		16,837		17,019		1.27	%
ACI Parent Inc. (29)
Healthcare	Preferred shares (3)(15)	FIXED(Q)*	11.75%/PIK	11.75%	08/2021	—	12,500		15,938		14,178		1.06	%
Project Essential Super Parent, Inc.
Software	Preferred shares (3)(15)	SOFR(Q)*	9.50%/PIK	15.16%	04/2021	—	10,000		13,251		12,504		0.94	%
Diamond Parent Holdings Corp. (28)
Diligent Preferred Issuer, Inc.
Software	Preferred shares (3)(15)	FIXED(S)*	10.50%/PIK	10.50%	04/2021	—	10,000		12,129		11,243		0.84	%
OEC Holdco, LLC (22)
Software	Preferred shares (12)(15)	FIXED(S)*	11.00%/PIK	11.00%	12/2021	—	7,214		8,429		7,936		0.59	%

The accompanying notes are an integral part of these consolidated financial statements.

18

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
HB Wealth Management, LLC
Financial Services	Preferred shares (11)(15)	FIXED(Q)*	4.00%/PIK	4.00%	09/2021	—	48,303		$	4,784	$	5,125	0.38	%
FS WhiteWater Holdings, LLC (30)
Consumer Services	Ordinary shares (5)(15)	—	—	—	12/2021	—	50,000		5,000		4,233		0.32	%
OA Topco, L.P. (32)
Healthcare	Ordinary shares (3)(15)	—	—	—	12/2021	—	2,000,000		2,000		2,879		0.22	%
Appriss Health Holdings, Inc. (23)
Appriss Health Intermediate Holdings, Inc.
Healthcare	Preferred shares (3)(15)	FIXED(Q)*	11.00%/PIK	11.00%	05/2021	—	2,333		2,992		2,768		0.21	%
Pioneer Topco I, L.P. (31)
Software	Ordinary shares (13)(15)	—	—	—	11/2021	—	199,980		2,000		1,813		0.14	%
Ancora Acquisition LLC
Education	Preferred shares (9)(15)	SOFR(Q)	—	—	08/2013	—	372		83		158		0.01	%
GEDC Equity, LLC
Healthcare	Ordinary shares (3)(15)	—	—	—	06/2023	—	190,000		190		150		0.01	%
Education Management Corporation (20)
Education	Preferred shares (2)	—	—	—	01/2015	—	3,331		200		—
	Preferred shares (3)	—	—	—	01/2015	—	1,879		113		—
	Ordinary shares (2)	—	—	—	01/2015	—	2,994,065		100		—
	Ordinary shares (3)	—	—	—	01/2015	—	1,688,976		56		—
									469		—		—	%
AAC Lender Holdings, LLC (27)
Education	Ordinary shares (3)(15)	SOFR(Q)	—	—	03/2021	—	758		—		—
Total Shares - United States									$	167,399	$	163,960	12.27	%
Equity - Hong Kong
Bach Special Limited (Bach Preference Limited)**
Education	Preferred shares (3)(15)	FIXED(Q)*	12.25%/PIK	12.25%	09/2017	—	119,026		$	11,823	$	11,191	0.84	%
Total Shares - Hong Kong									$	11,823	$	11,191	0.84	%
Total Shares									$	179,222	$	175,151	13.11	%
Total Funded Investments									$	2,430,347	$	2,319,399	167.25	%
Unfunded Debt Investments - United States
KPSKY Acquisition Inc.
Business Services	First lien (2)(15)(18) - Undrawn	—	—	—	06/2022	06/2024	$	337	$	—	$	—	—	%

The accompanying notes are an integral part of these consolidated financial statements.

19

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
Ansira Holdings, Inc.
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	11/2022	11/2024	$	1,161	$	—	$	—	—	%
AAC Lender Holdings, LLC (27)
American Achievement Corporation (aka AAC Holding Corp.)
Education	First lien (3)(15)(18) - Undrawn	—	—	—	01/2021	09/2026	2,652		—		—		—	%
Safety Borrower Holdings LLC
Software	First lien (3)(15)(18) - Undrawn	—	—	—	09/2021	09/2027	256		(1)		—		—	%
Coyote Buyer, LLC
Specialty Chemicals & Materials	First lien (3)(15)(18) - Undrawn	—	—	—	03/2020	02/2025	304		(2)		—		—	%
Project Power Buyer, LLC
Software	First lien (3)(15)(18) - Undrawn	—	—	—	01/2023	05/2025	184		(3)		—		—	%
Appriss Health Holdings, Inc. (23)
Appriss Health, LLC
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	05/2021	05/2027	417		(4)		—		—	%
PPV Intermediate Holdings, LLC
Consumer Services	First lien (3)(15)(18) - Undrawn	—	—	—	08/2022	08/2029	486		(5)		—		—	%
Bullhorn, Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	09/2019	09/2026	852		(6)		—		—	%
USRP Holdings, Inc.
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	07/2021	07/2027	893		(9)		—		—	%
Kele Holdco, Inc.
Distribution & Logistics	First lien (3)(15)(18) - Undrawn	—	—	—	02/2020	02/2026	1,799		(9)		—		—	%
Xactly Corporation
Software	First lien (3)(15)(18) - Undrawn	—	—	—	07/2017	07/2025	992		(10)		—		—	%
Granicus, Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	01/2021	01/2027	1,303		(10)		—		—	%

The accompanying notes are an integral part of these consolidated financial statements.

20

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
Coupa Holdings, LLC
Software	First lien (3)(15)(18) - Undrawn	—	—	—	02/2023	08/2024	$	1,291	$	—	$	—
	First lien (3)(15)(18) - Undrawn	—	—	—	02/2023	02/2029	989		(12)		—
									(12)		—		—	%
Trinity Air Consultants Holdings Corporation
Business Services	First lien (2)(15)(18) - Undrawn	—	—	—	06/2021	06/2024	2,157		—		—
	First lien (3)(15)(18) - Undrawn	—	—	—	06/2021	06/2027	1,501		(15)		—
									(15)		—		—	%
Foreside Financial Group, LLC
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	05/2022	05/2024	4,627		—		—
	First lien (3)(15)(18) - Undrawn	—	—	—	05/2022	09/2027	1,551		(16)		—
									(16)		—		—	%
Associations, Inc.
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	07/2021	07/2027	3,543		(18)		—		—	%
Wealth Enhancement Group, LLC
Financial Services	First lien (3)(15)(18) - Undrawn	—	—	—	08/2021	10/2027	2,040		(6)		—
	First lien (2)(15)(18) - Undrawn	—	—	—	05/2022	05/2024	4,624		(12)		—
									(18)		—		—	%
Recorded Future, Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	08/2019	07/2025	2,981		(20)		—		—	%
Avalara, Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	10/2022	10/2028	1,720		(21)		—		—	%
Oranje Holdco, Inc.
Education	First lien (3)(15)(18) - Undrawn	—	—	—	02/2023	02/2029	1,860		(23)		—		—	%
GS Acquisitionco, Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	08/2019	05/2026	3,730		(23)		—		—	%
Infogain Corporation
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	07/2021	07/2026	3,827		(29)		—		—	%

The accompanying notes are an integral part of these consolidated financial statements.

21

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
GC Waves Holdings, Inc.
Financial Services	First lien (2)(15)(18) - Undrawn	—	—	—	10/2019	12/2024	$	96	$	—	$	—	—	%
	First lien (3)(15)(18) - Undrawn	—	—	—	10/2019	08/2028	3,951		(30)		—
									(30)		—		—	%
OA Topco, L.P. (32)
OA Buyer, Inc.
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	12/2021	12/2028	3,600		(36)		—		—	%
Knockout Intermediate Holdings I Inc. (33)
Kaseya Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	06/2022	06/2029	2,888		(22)		—
	First lien (3)(15)(18) - Undrawn	—	—	—	06/2022	06/2024	3,616		(27)		—
									(49)		—		—	%
AmeriVet Partners Management, Inc.
Consumer Services	First lien (3)(15)(18) - Undrawn	—	—	—	02/2022	02/2028	1,969		(10)		—
	First lien (3)(15)(18) - Undrawn	—	—	—	02/2022	02/2024	8,764		(44)		—
									(54)		—		—	%
DCA Investment Holding, LLC
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	12/2022	12/2023	48		—		(1)		(0.00)%
Pye-Barker Fire & Safety, LLC
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	11/2021	11/2026	1,161		(16)		(6)		(0.00)%
CG Group Holdings, LLC
Specialty Chemicals & Materials	First lien (3)(15)(18) - Undrawn	—	—	—	07/2021	07/2026	226		(3)		(12)		(0.00)%
Sun Acquirer Corp.
Consumer Services	First lien (3)(15)(18) - Undrawn	—	—	—	09/2021	09/2027	559		(5)		(12)		(0.00)%
NMC Crimson Holdings, Inc.
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	03/2021	12/2023	889		—		(16)		(0.00)%
Calabrio, Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	04/2021	04/2027	637		(5)		(16)		(0.00)%
Specialtycare, Inc.
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	06/2021	06/2026	559		(8)		(19)		(0.00)%

The accompanying notes are an integral part of these consolidated financial statements.

22

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
MRI Software LLC
Software	First lien (3)(15)(18) - Undrawn	—	—	—	01/2020	02/2026	$	2,002	$	(10)	$	(19)	(0.00)%
Daxko Acquisition Corporation
Software	First lien (3)(15)(18) - Undrawn	—	—	—	10/2021	04/2024	524		—		(9)
	First lien (3)(15)(18) - Undrawn	—	—	—	10/2021	10/2027	863		(9)		(13)
									(9)		(22)		(0.00)%
iCIMS, Inc.
Software	First lien (2)(18) - Undrawn	—	—	—	09/2023	08/2024	1,080		—		—
	First lien (8)(18) - Undrawn	—	—	—	08/2022	08/2024	6,969		—		—
	First lien (3)(18) - Undrawn	—	—	—	08/2022	08/2028	2,347		(21)		(23)
									(21)		(23)		(0.00)%
Community Brands ParentCo, LLC
Software	First lien (3)(15)(18) - Undrawn	—	—	—	02/2022	02/2028	425		(4)		(10)
	First lien (3)(15)(18) - Undrawn	—	—	—	02/2022	02/2024	849		—		(21)
									(4)		(31)		(0.00)%
Deca Dental Holdings LLC
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	08/2021	08/2027	1,009		(10)		(31)		(0.00)%
IG Investments Holdings, LLC
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	09/2021	09/2027	2,298		(23)		(31)		(0.00)%
FS WhiteWater Holdings, LLC (30)
FS WhiteWater Borrower, LLC
Consumer Services	First lien (3)(15)(18) - Undrawn	—	—	—	07/2022	07/2024	1,597		(16)		(13)
	First lien (3)(15)(18) - Undrawn	—	—	—	12/2021	12/2027	1,260		(13)		(21)
									(29)		(34)		(0.00)%
YLG Holdings, Inc.
Business Services	First lien (5)(15)(18) - Undrawn	—	—	—	10/2021	10/2023	4		—		—
	First lien (5)(15)(18) - Undrawn	—	—	—	10/2021	12/2024	865		—		(8)
	First lien (3)(15)(18) - Undrawn	—	—	—	11/2019	10/2025	3,968		(20)		(38)
									(20)		(46)		(0.00)%

The accompanying notes are an integral part of these consolidated financial statements.

23

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
Pioneer Topco I, L.P. (31)
Pioneer Buyer I, LLC
Software	First lien (3)(15)(18) - Undrawn	—	—	—	11/2021	11/2027	$	2,446	$	(24)	$	(48)	(0.00)%
Groundworks, LLC
Consumer Services	First lien (3)(15)(18) - Undrawn	—	—	—	03/2023	03/2029	1,076		(16)		(16)
	First lien (4)(15)(18) - Undrawn	—	—	—	03/2023	09/2024	2,237		—		(34)
									(16)		(50)		(0.00)%
Diamond Parent Holdings Corp. (28)
Diligent Corporation
Software	First lien (3)(15)(18) - Undrawn	—	—	—	03/2021	08/2025	2,138		(11)		(53)		(0.00)%
IMO Investor Holdings, Inc.
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	05/2022	05/2028	1,301		(13)		(29)
	First lien (3)(15)(18) - Undrawn	—	—	—	05/2022	05/2024	2,261		(23)		(50)
									(36)		(79)		(0.01)	%
Fortis Solutions Group, LLC
Packaging	First lien (3)(15)(18) - Undrawn	—	—	—	10/2021	10/2027	2,861		(29)		(31)
	First lien (3)(15)(18) - Undrawn	—	—	—	06/2022	06/2024	4,573		—		(50)
									(29)		(81)		(0.01)	%
TigerConnect, Inc.
Healthcare	First lien (2)(15)(18) - Undrawn	—	—	—	02/2022	02/2024	1,152		—		(18)
	First lien (3)(15)(18) - Undrawn	—	—	—	02/2022	02/2028	4,267		(43)		(66)
									(43)		(84)		(0.01)	%
DOCS, MSO, LLC
Healthcare	First lien (4)(15)(18) - Undrawn	—	—	—	06/2022	06/2024	1,147		—		(18)
	First lien (3)(15)(18) - Undrawn	—	—	—	06/2022	06/2028	2,405		—		(38)
	First lien (3)(15)(18) - Undrawn	—	—	—	06/2022	06/2024	3,062		—		(48)
									—		(104)		(0.01)	%

The accompanying notes are an integral part of these consolidated financial statements.

24

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
Notorious Topco, LLC
Consumer Products	First lien (3)(15)(18) - Undrawn	—	—	—	11/2021	11/2023	$	587	$	(7)	$	(46)
	First lien (3)(15)(18) - Undrawn	—	—	—	11/2021	05/2027	822		(6)		(64)
									(13)		(110)		(0.01)	%
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services	First lien (4)(15)(18) - Undrawn	—	—	—	01/2022	12/2023	1,434		(14)		(17)
	First lien (3)(15)(18) - Undrawn	—	—	—	12/2021	12/2027	3,659		(37)		(44)
	First lien (2)(15)(18) - Undrawn	—	—	—	12/2021	12/2023	4,421		(44)		(53)
									(95)		(114)		(0.01)	%
ACI Parent Inc. (29)
ACI Group Holdings, Inc.
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	08/2021	08/2027	2,354		(24)		(51)
	First lien (3)(15)(18) - Undrawn	—	—	—	08/2021	08/2024	3,427		—		(74)
									(24)		(125)		(0.01)	%
Total Unfunded Debt Investments - United States									$	(877)	$	(1,167)	(0.07)	%
Unfunded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology	First lien (3)(15)(18) - Undrawn	—	—	—	10/2021	10/2027	$	4,439	$	(44)	$	—	—	%
Total Unfunded Debt Investments - Netherlands									$	(44)	$	—	—	%
Unfunded Debt Investments - Australia
Atlas AU Bidco Pty Ltd**
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	12/2022	12/2028	$	320	$	(5)	$	—	—	%
Total Unfunded Debt Investments - Australia									$	(5)	$	—	—	%
Total Unfunded Debt Investments									$	(926)	$	(1,167)	(0.09)	%
Total Non-Controlled/Non-Affiliated Investments									$	2,429,421	$	2,318,232	173.43	%

The accompanying notes are an integral part of these consolidated financial statements.

25

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
Non-Controlled/Affiliated Investments (37)
Funded Debt Investments - United States
TVG-Edmentum Holdings, LLC (24)
Edmentum Ultimate Holdings, LLC
Education	Subordinated (3)(15)	SOFR(Q)*	7.50% + 4.50%/PIK	17.47%	12/2020	01/2027	$	17,844	$	17,748	$	17,845	1.34	%
Eagle Infrastructure Super HoldCo, LLC (34)
Eagle Infrastructure Services, LLC (fka FR Arsenal Holdings II Corp.)
Business Services	First lien (2)(15)	SOFR(Q)	7.50%	13.04%	03/2023	04/2028	10,676		10,676		10,676
	First lien (3)(15)	SOFR(Q)	7.50%	13.04%	03/2023	04/2028	342		342		342
									11,018		11,018		0.82	%
Permian Holdco 3, Inc.
Permian Trust
Energy	First lien (10)(15)	FIXED(Q) (35)*	10.00%/PIK	10.00%	03/2021	—	247		—		—
	First lien (3)(15)	SOFR(Q) (35)*	10.00%/PIK	11.00%	07/2020	—	3,409		—		—
									—		—		—	%
Total Funded Debt Investments - United States									$	28,766	$	28,863	2.16	%
Equity - United States
TVG-Edmentum Holdings, LLC (24)
Education	Ordinary shares (3)(15)	FIXED(Q)*	12.00%/PIK	12.00%	12/2020	—	48,899		$	60,237	$	100,918	7.55	%
Eagle Infrastructure Super HoldCo, LLC
Business Services	Ordinary shares (3)(15)	—	—	—	03/2023	—	72,536		4,104		4,094		0.31	%
Sierra Hamilton Holdings Corporation
Energy	Ordinary shares (2)(15)	—	—	—	07/2017	—	25,000,000		11,500		1,799
	Ordinary shares (3)(15)	—	—	—	07/2017	—	2,786,000		1,282		201
									12,782		2,000		0.15	%
Total Shares - United States									$	77,123	$	107,012	8.01	%
Total Non-Controlled/Affiliated Investments									$	105,889	$	135,875	10.17	%

The accompanying notes are an integral part of these consolidated financial statements.

26

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
Controlled Investments (38)
Funded Debt Investments - United States
New Benevis Topco, LLC (26)
New Benevis Holdco, Inc.
Healthcare	First lien (2)(15)	SOFR(Q)*	9.50%/PIK	14.99%	10/2020	04/2026	$	40,208	$	40,208	$	40,208
	First lien (3)(15)	SOFR(Q)*	9.50%/PIK	14.99%	10/2020	04/2026	12,392		12,392		12,392
	First lien (8)(15)	SOFR(Q)*	9.50%/PIK	14.99%	10/2020	04/2026	9,865		9,865		9,865
	Subordinated (3)(15)	FIXED(M)*	12.00%/PIK	12.00%	10/2020	10/2026	20,458		19,070		16,366
									81,535		78,831		5.90	%
New Permian Holdco, Inc.
New Permian Holdco, L.L.C.
Energy	First lien (3)(15)	SOFR(Q)	9.00%	14.65%	10/2020	12/2024	23,336		23,336		23,336
	First lien (3)(15)(18) - Drawn	SOFR(Q)	6.00%	11.65%	10/2020	12/2024	12,599		12,599		12,599
									35,935		35,935		2.69	%
UniTek Global Services, Inc.
Business Services	Second lien (3)(15)	FIXED(Q)*	15.00%/PIK	15.00%	12/2020	02/2025	12,942		12,942		12,210
	Second lien (3)(15)	FIXED(Q)*	15.00%/PIK	15.00%	07/2022	02/2025	5,737		5,737		5,411
									18,679		17,621		1.32	%
NHME Holdings Corp. (25)
National HME, Inc.
Healthcare	Second lien (3)(15)	SOFR(Q) (35)*	5.00%/PIK	10.51%	11/2018	05/2024	8,281		7,872		3,000		0.22	%
Total Funded Debt Investments - United States									$	144,021	$	135,387	10.13	%
Equity - United States
NMFC Senior Loan Program III LLC**
Investment Fund	Membership interest (3)(15)	—	—	—	05/2018	—	—		$	140,000	$	140,000	10.47	%
NMFC Senior Loan Program IV LLC**
Investment Fund	Membership interest (3)(15)	—	—	—	05/2021	—	—		112,400		112,400		8.41	%
NM NL Holdings, L.P.**
Net Lease	Membership interest (7)(15)	—	—	—	06/2018	—	—		76,371		95,892		7.17	%
New Benevis Topco, LLC (26)
Healthcare	Ordinary shares (2)(15)	—	—	—	10/2020	—	269,027		27,154		34,490
	Ordinary shares (8)(15)	—	—	—	10/2020	—	66,007		6,662		8,462
	Ordinary shares (3)(15)	—	—	—	10/2020	—	60,068		6,105		7,701
									39,921		50,653		3.79	%

The accompanying notes are an integral part of these consolidated financial statements.

27

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)	Cost		Fair<br> Value		Percent of Net<br>Assets
UniTek Global Services, Inc.
Business Services	Preferred shares (3)(15)	FIXED(Q)*	20.00%/PIK	20.00%	08/2018	—	17,866,915	$	17,867	$	14,964
	Preferred shares (3)(15)	FIXED(Q)*	20.00%/PIK	20.00%	08/2019	—	10,619,146	10,619		9,341
	Preferred shares (3)(15)(35)	FIXED(Q) (35)*	19.00%/PIK	19.00%	06/2017	—	19,795,435	19,794		5,927
	Preferred shares (2)(15)(35)	FIXED(Q) (35)*	13.50%/PIK	13.50%	01/2015	—	29,326,545	26,946		—
	Preferred shares (3)(15)(35)	FIXED(Q) (35)*	13.50%/PIK	13.50%	01/2015	—	8,104,462	7,447		—
	Ordinary shares (2)(15)	—	—	—	01/2015	—	2,096,477	1,925		—
	Ordinary shares (3)(15)	—	—	—	01/2015	—	1,993,749	532		—
								85,130		30,232		2.26	%
New Permian Holdco, Inc.
Energy	Ordinary shares (3)(15)	—	—	—	10/2020	—	100	11,155		26,000		1.95	%
NM CLFX LP
Net Lease	Membership interest (7)(15)	—	—	—	10/2017	—	—	12,278		11,692		0.87	%
NM YI, LLC
Net Lease	Membership interest (7)(15)	—	—	—	09/2019	—	—	6,272		9,449		0.71	%
QID TRH Holdings LLC (21)
Haven Midstream Holdings LLC (21)
Specialty Chemicals & Materials	Ordinary shares (14)(15)	—	—	—	10/2021	—	80	—		2,042
	Profit Interest (6)(15)	—	—	—	10/2021	—	5	—		92
								—		2,134		0.16	%
NM GP Holdco, LLC**
Net Lease	Membership interest (7)(15)	—	—	—	06/2018	—	—	861		1,041		0.08	%
NHME Holdings Corp.(25)
Healthcare	Ordinary shares (3)(15)	—	—	—	11/2018	—	640,000	4,000		—
Total Shares - United States								$	488,388	$	479,493	35.87	%
Equity - Canada
NM APP Canada Corp.**
Net Lease	Membership interest (7)(15)	—	—	—	09/2016	—	—	$	—	$	7
Total Shares - Canada								$	—	$	7	—	%
Total Shares								$	488,388	$	479,500	35.87	%
Warrants - United States
UniTek Global Services, Inc.
Business Services	Warrants (3)(15)	—	—	—	12/2020	02/2025	13,339	$	—	$	42,909	3.21	%
NHME Holdings Corp. (25)
Healthcare	Warrants (3)(15)	—	—	—	11/2018	—	160,000	1,000		—		—	%
Total Warrants - United States								$	1,000	$	—	—	%
Total Funded Investments								$	633,409	$	657,796	49.21	%

The accompanying notes are an integral part of these consolidated financial statements.

28

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

Portfolio Company, Location and Industry (1)	Type of Investment	Reference	Spread	Total Coupon (19)	Acquisition Date	Maturity / Expiration Date	Principal<br> Amount,<br> Par Value<br> or Shares (17)		Cost		Fair<br> Value		Percent of Net<br>Assets
Unfunded Debt Investments - United States
New Permian Holdco, Inc.
New Permian Holdco, L.L.C.
Energy	First lien (3)(15)(18) - Undrawn	—	—	—	10/2020	12/2024	$	9,295	$	—	$	—	—	%
Haven Midstream Holdings LLC (21)
Haven Midstream LLC
Specialty Chemicals & Materials	First lien (3)(15)(18) - Undrawn	—	—	—	12/2021	10/2026	8,000		—		—		—	%
Total Unfunded Debt Investments - United States									$	—	$	—	—	%
Total Controlled Investments									$	633,409	$	657,796	49.21	%
Total Investments									$	3,168,719	$	3,111,903	232.81	%

(1)New Mountain Finance Corporation (the "Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.

(2)Investment is pledged as collateral for the Holdings Credit Facility, a revolving credit facility among the Company, as the Collateral Manager, New Mountain Finance Holdings, L.L.C. ("NMF Holdings") as the Borrower, Wells Fargo Securities, LLC, as the Administrative Agent and Wells Fargo Bank, National Association, as the Lender and Collateral Custodian. See Note 7. Borrowings, for details.

(3)Investment is pledged as collateral for the NMFC Credit Facility, a revolving credit facility among the Company as the Borrower and Goldman Sachs Bank USA as the Administrative Agent and the Collateral Agent and Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Stifel Bank & Trust and MUFG Union Bank, N.A. as Lenders. See Note 7. Borrowings, for details.

(4)Investment is held in New Mountain Finance SBIC, L.P.

(5)Investment is held in New Mountain Finance SBIC II, L.P.

(6)Investment is held in NMF QID NGL Holdings, Inc.

(7)Investment is held in New Mountain Net Lease Corporation.

(8)Investment is pledged as collateral for the DB Credit Facility, a revolving credit facility among New Mountain Finance DB, L.L.C. as the Borrower and Deutsche Bank AG, New York Branch as the Facility Agent. See Note 7. Borrowings, for details.

(9)Investment is held in NMF Ancora Holdings, Inc.

(10)Investment is held in NMF Permian Holdings, LLC.

(11)Investment is held in NMF HB, Inc.

(12)Investment is held in NMF OEC, Inc.

(13)Investment is held in NMF Pioneer, Inc.

(14)Investment is held in NMF TRM, LLC.

(15)The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4. Fair Value, for details.

(16)Investment is denominated in foreign currency and is translated into U.S. dollars as of the valuation date. As of September 30, 2023, the par value U.S. dollar equivalent of the first lien term loan and drawn first lien term loan is $15,906 and $13,774, respectively. See Note 2. Summary of Significant Accounting Policies, for details.

(17)Par amount is denominated in United States Dollar unless otherwise noted, which may include British Pound ("£") and/or Euro ("€").

(18)Par value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.

(19)Total Coupon is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest and dividends at a rate that may be determined by reference to the London Interbank Offered Rate (L), the Prime Rate (P), the Sterling Overnight Interbank Average Rate (SONIA), Secured Overnight Financing Rate

The accompanying notes are an integral part of these consolidated financial statements.

29

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

(SOFR), Euro Interbank Offered Rate (EURIBOR) and the alternative base rate (Base) and which resets daily (D), weekly (W), monthly (M), quarterly (Q), semi-annually (S) or annually (A). For each investment the current coupon rate provided reflects the rate in effect as of September 30, 2023.

(20)The Company holds investments in Education Management Corporation and one related entity of Education Management Corporation. The Company holds series A-1 convertible preferred stock and common stock in Education Management Corporation and holds tranche A first lien term loans and a tranche B first lien term loan in Education Management II LLC, which is an indirect subsidiary of Education Management Corporation.

(21)The Company holds investments in multiple entities of Haven Midstream Holdings LLC. The Company holds 4.6% of the Class B profits interest in QID NGL, LLC (which at closing represented 97.0% of the ownership in the class B units in QID TRH Holdings, LLC), class A common units of Haven Midstream Holdings LLC, and holds a first lien revolver in Haven Midstream LLC.

(22)The Company holds preferred equity in OEC Holdco, LLC, and two second lien term loans in OEConnection LLC, a wholly-owned subsidiary of OEC Holdco, LLC. The preferred equity is entitled to receive preferential dividends of 11.0% per annum.

(23)The Company holds investments in two wholly-owned subsidiaries of Appriss Health Holdings, Inc. The company holds a first lien term loan and a first lien revolver in Appriss Health, LLC, and preferred equity in Appriss Health Intermediate Holdings, Inc. The preferred equity is entitled to receive preferential dividends at a rate of 11.0% per annum.

(24)The Company holds ordinary shares in TVG-Edmentum Holdings, LLC, and subordinated notes in Edmentum Ultimate Holdings, LLC, a wholly-owned subsidiary of TVG-Edmentum Holdings, LLC. The ordinary shares are entitled to receive cumulative preferential dividends at a rate of 12.0% per annum.

(25)The Company holds ordinary shares and warrants in NHME Holdings Corp., as well as a Tranche A Term Loan in National HME, Inc., a wholly-owned subsidiary of NHME Holdings Corp.

(26)The Company holds ordinary shares in New Benevis Topco, LLC, and holds first lien last out term loans and subordinated notes in New Benevis Holdco Inc., a wholly-owned subsidiary of New Benevis Topco, LLC.

(27)The Company holds ordinary shares in AAC Lender Holdings, LLC and two first lien term loans, a first lien revolver and subordinated notes in American Achievement Corporation, a partially-owned subsidiary of AAC Lender Holdings, LLC.

(28)The Company holds investments in two wholly-owned subsidiary of Diamond Parent Holdings Corp. The Company holds three first lien term loans and a first lien revolver in Diligent Corporation and preferred equity in Diligent Preferred Issuer Inc. The preferred equity in Diligent Preferred Issuer Inc. is entitled to receive cumulative preferential dividends at a rate 10.5% per annum.

(29)The Company holds investments in ACI Parent Inc. and a wholly-owned subsidiary of ACI Parent Inc. The Company holds a first lien term loan, a first lien delayed draw and a first lien revolver in ACI Group Holdings, Inc. and preferred equity in ACI Parent Inc. The preferred equity in ACI Parent Inc. is entitled to receive cumulative preferential dividends at a rate of 11.75% per annum.

(30)The Company holds ordinary shares in FS WhiteWater Holdings, LLC, and a first lien term loan, a first lien revolver, and three first lien delayed draws in FS WhiteWater Borrower, LLC, a partially-owned subsidiary of FS WhiteWater Holdings, LLC.

(31)The Company holds ordinary shares in Pioneer Topco I, L.P., and two first lien term loans and a first lien revolver in Pioneer Buyer I, LLC, a wholly-owned subsidiary of Pioneer Topco I, L.P.

(32)The Company holds ordinary shares in OA Topco, L.P., and two first lien term loans and a first lien revolver in OA Buyer, Inc., a wholly-owned subsidiary of OA Topco, L.P.

(33)The Company holds preferred equity in Knockout Intermediate Holdings I Inc. and a first lien term loan, a first lien revolver and a first lien delayed draw in Kaseya, Inc., a wholly-owned subsidiary of Knockout Intermediate Holdings I Inc. The preferred equity is entitled to received cumulative preferential dividends at a rate of 11.75% per annum.

(34)The Company holds ordinary shares in Eagle Infrastructure Super HoldCo, LLC and a first lien term loan in Eagle Infrastructure Services, LLC (fka FR Arsenal Holdings II Corp.), a wholly-owned subsidiary of Eagle Infrastructure Super Holdco, LLC.

(35)Investment is on non-accrual status. See Note 3. Investments, for details.

(36)The Company holds one security purchased under a collateralized agreement to resell on its Consolidated Statement of Assets and Liabilities with a cost basis of $30,000 and a fair value of $16,500 as of September 30, 2023. See Note 2. Summary of Significant Accounting Policies, for details.

The accompanying notes are an integral part of these consolidated financial statements.

30

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

(37)Denotes investments in which the Company is an “Affiliated Person”, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), due to owning or holding the power to vote 5.0% or more of the outstanding voting securities of the investment but not controlling the company. Fair value as of September 30, 2023 and December 31, 2022 along with transactions during the nine months ended September 30, 2023 in which the issuer was a non-controlled/affiliated investment is as follows:

Portfolio Company	Fair Value at December 31, 2022		Gross Additions (A)		Gross Redemptions (B)		Net Change In Unrealized Appreciation (Depreciation)		Fair Value at September 30, 2023		Net Realized Gains (Losses)		Interest Income		Dividend Income		Other Income
Eagle Infrastructure Services, LLC (fka FR Arsenal Holdings II Corp.) / Eagle Infrastructure Super HoldCo, LLC	$	—	$	15,581	$	(459)	$	(10)	$	15,112	$	—	$	717	$	—	$	—
Permian Holdco 3, Inc. / Permian Trust	—		—		—		—		—		—		—		—		—
Sierra Hamilton Holdings Corporation	4,000		2		(7)		(1,995)		2,000		—		1		—		1
TVG-Edmentum Holdings, LLC / Edmentum Ultimate Holdings, LLC	126,787		4,801		—		(12,825)		118,763		—		2,228		3,417		188
Total Non-Controlled/Affiliated Investments	$	130,787	$	20,384	$	(466)	$	(14,830)	$	135,875	$	—	$	2,946	$	3,417	$	189

(A)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, payment-in-kind ("PIK") interest or dividends, the amortization of discounts, reorganizations or restructurings and the movement of an existing portfolio company into this category from a different category.

(B)Gross redemptions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, reorganizations or restructurings and the movement of an existing portfolio company out of this category into a different category.

The accompanying notes are an integral part of these consolidated financial statements.

31

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(in thousands, except shares)

(unaudited)

(38)    Denotes investments in which the Company is in “Control”, as defined in the 1940 Act, due to owning or holding the power to vote more than 25.0% of the outstanding voting securities of the investment. Fair value as of September 30, 2023 and December 31, 2022, along with transactions during the nine months ended September 30, 2023 in which the issuer was a controlled investment, is as follows:

Portfolio Company (1)	Fair Value at December 31, 2022		Gross Additions (A)		Gross Redemptions (B)		Net Change In Unrealized Appreciation (Depreciation)		Fair Value at September 30, 2023		Net Realized Gains (Losses)		Interest Income		Dividend Income		Other Income
Haven Midstream LLC / Haven Midstream Holdings LLC / QID TRH Holdings LLC	$	35,788	$	—	$	—	$	(33,654)	$	2,134	$	33,815	$	—	$	—	$	1,530
National HME, Inc./NHME Holdings Corp.	5,381		—		(17,404)		15,023		3,000		(17,404)		—		—		—
New Benevis Topco, LLC / New Benevis Holdco, Inc.	114,146		16,118		—		(780)		129,484		—		8,474		—		1,125
New Permian Holdco, Inc. / New Permian Holdco, L.L.C.	57,564		4,371		—		—		61,935		—		3,946		—		381
NM APP Canada Corp.	—		—		—		7		7		—		—		—		—
NM CLFX LP	16,172		—		(259)		(4,221)		11,692		—		—		1,082		—
NM NL Holdings, L.P.	94,305		—		—		1,587		95,892		—		—		6,318		—
NM GP Holdco, LLC	1,028		—		—		13		1,041		—		—		65		—
NM YI LLC	9,481		—		—		(32)		9,449		—		—		635		—
NMFC Senior Loan Program III LLC	140,000		—		—		—		140,000		—		—		14,700		—
NMFC Senior Loan Program IV LLC	112,400		—		—		—		112,400		—		—		11,381		—
UniTek Global Services, Inc.	103,770		6,558		(26,449)		6,883		90,762		2		3,283		3,877		907
Total Controlled Investments	$	690,035	$	27,047	$	(44,112)	$	(15,174)	$	657,796	$	16,413	$	15,703	$	38,058	$	3,943

(A)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of discounts, reorganizations or restructurings and the movement of an existing portfolio company into this category from a different category.

(B)Gross redemptions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, reorganizations or restructurings and the movement of an existing portfolio company out of this category into a different category.

*    All or a portion of interest contains PIK interest. See Note 2. Summary of Significant Accounting Policies-Revenue Recognition, for details.

**    Indicates assets that the Company deems to be “non-qualifying assets” under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70.0% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. As of September 30, 2023, 15.9% of the Company’s total assets are represented by investments at fair value that are considered non-qualifying assets.

The accompanying notes are an integral part of these consolidated financial statements.

32

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

September 30, 2023

(unaudited)

	September 30, 2023
Investment Type	Percent of Total<br>Investments at Fair Value
First lien	54.36	%
Second lien	17.02	%
Subordinated	2.77	%
Equity and other	25.85	%
Total investments	100.00	%
	September 30, 2023
---	---	---
Industry Type	Percent of Total<br>Investments at Fair Value
Software	26.38	%
Business Services	17.38	%
Healthcare	17.21	%
Investment Funds (includes investments in joint ventures)	8.11	%
Education	8.01	%
Consumer Services	5.18	%
Net Lease	3.79	%
Distribution & Logistics	3.36	%
Financial Services	3.31	%
Energy	2.05	%
Information Technology	1.90	%
Packaging	1.25	%
Specialty Chemicals & Materials	0.89	%
Consumer Products	0.61	%
Business Products	0.35	%
Food & Beverage	0.22	%
Total investments	100.00	%
	September 30, 2023
---	---	---
Interest Rate Type	Percent of Total<br>Investments at Fair Value
Floating rates	89.45	%
Fixed rates	10.55	%
Total investments	100.00	%

The accompanying notes are an integral part of these consolidated financial statements.

33

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)		Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
Non-Controlled/Non-Affiliated Investments
Funded Debt Investments - United States
GS Acquisitionco, Inc.
Software	First lien (2)(15)	L(Q)	5.75%	9.92	%	08/2019	05/2026	$	67,275	$	67,074	$	66,675
	First lien (5)(15)	L(Q)	5.75%	9.92	%	08/2019	05/2026	21,745		21,683		21,551
										88,757		88,226		6.65	%
PhyNet Dermatology LLC
Healthcare	First lien (2)(15)	SOFR(S)	6.25%	10.80	%	09/2018	08/2024	49,270		49,116		49,270
	First lien (2)(15)	SOFR(S)	6.25%	10.80	%	09/2018	08/2024	18,726		18,663		18,726
										67,779		67,996		5.13	%
Associations, Inc.
Business Services	First lien (2)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	10.36	%	07/2021	07/2027	35,786		35,657		35,786
	First lien (8)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	11.26	%	07/2021	07/2027	8,810		8,774		8,810
	First lien (2)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	11.29	%	07/2021	07/2027	8,810		8,773		8,810
	First lien (8)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	10.97	%	07/2021	07/2027	5,321		5,300		5,321
	First lien (8)(15)	SOFR(Q)*	4.00% + 2.50%/PIK	10.36	%	07/2021	07/2027	4,233		4,217		4,233
										62,721		62,960		4.75	%
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services	First lien (8)(15)	L(M)	5.50%	9.89	%	12/2021	12/2027	20,634		20,457		20,378
	First lien (3)(15)(18) - Drawn	L(M)	5.50%	9.82	%	12/2021	12/2027	12,357		12,369		12,204
	First lien (4)(15)	L(M)	5.50%	9.89	%	01/2022	12/2027	9,797		9,713		9,676
	First lien (4)(15)(18) - Drawn	L(M)	5.50%	9.82	%	12/2021	12/2027	4,009		4,013		3,959
	Subordinated (3)(15)	FIXED(Q)*	11.50%/PIK	11.50	%	12/2021	12/2031	12,494		12,337		11,908
	Subordinated (4)(15)	FIXED(Q)*	11.50%/PIK	11.50	%	01/2022	12/2031	4,900		4,838		4,670
										63,727		62,795		4.73	%
GC Waves Holdings, Inc.
Financial Services	First lien (5)(15)	L(M)	5.50%	9.88	%	08/2021	08/2026	21,885		21,793		21,623
	First lien (2)(15)(18) - Drawn	L(M)	5.50%	9.88	%	04/2022	08/2026	16,611		16,450		16,411
	First lien (2)(15)	L(M)	5.50%	9.88	%	08/2021	08/2026	13,211		13,135		13,052
	First lien (2)(15)	L(M)	5.50%	9.88	%	08/2021	08/2026	10,551		10,465		10,424
	First lien (3)(15)(18) - Drawn	L(M)	5.50%	9.88	%	10/2019	08/2026	988		980		976
										62,823		62,486		4.71	%

The accompanying notes are an integral part of these consolidated financial statements.

34

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
Knockout Intermediate Holdings I Inc. (41)
Kaseya Inc.
Software	First lien (2)(15)	SOFR(Q)	5.75%	10.33%	06/2022	06/2029	$	63,093	$	62,647	$	62,172	4.69	%
iCIMS, Inc.
Software	First lien (8)(15)	SOFR(Q)*	3.38% + 3.88%/PIK	11.52%	08/2022	08/2028	44,287		43,917		43,901
	First lien (2)(15)	SOFR(Q)	7.25%	11.52%	10/2022	08/2028	7,366		7,303		7,311
									51,220		51,212		3.86	%
CentralSquare Technologies, LLC
Software	Second lien (3)	L(Q)	7.50%	12.23%	08/2018	08/2026	47,838		47,505		40,941
	Second lien (8)	L(Q)	7.50%	12.23%	08/2018	08/2026	7,500		7,448		6,419
									54,953		47,360		3.57	%
IG Intermediateco LLC
Infogain Corporation
Business Services	First lien (2)(15)	SOFR(M)	5.75%	10.17%	07/2021	07/2028	18,898		18,780		18,545
	First lien (8)(15)	SOFR(M)	5.75%	10.17%	07/2022	07/2028	7,923		7,849		7,775
	First lien (3)(15)(18) - Drawn	SOFR(M)	5.75%	10.17%	07/2021	07/2026	1,068		1,060		1,048
	Subordinated (3)(15)	SOFR(Q)	8.25%	12.93%	07/2022	07/2029	17,245		17,039		16,846
									44,728		44,214		3.33	%
Brave Parent Holdings, Inc.
Software	Second lien (5)(15)	SOFR(M)	7.50%	11.88%	04/2018	04/2026	22,500		22,443		21,798
	Second lien (2)(15)	SOFR(M)	7.50%	11.88%	04/2018	04/2026	16,624		16,540		16,104
	Second lien (8)(15)	SOFR(M)	7.50%	11.88%	04/2018	04/2026	6,000		5,970		5,813
									44,953		43,715		3.30	%
Deca Dental Holdings LLC
Healthcare	First lien (2)(15)	L(Q)	5.75%	10.48%	08/2021	08/2028	37,860		37,541		36,232
	First lien (3)(15)(18) - Drawn	L(Q)	5.75%	10.48%	08/2021	08/2028	3,985		3,950		3,814
	First lien (3)(15)(18) - Drawn	L(Q)	5.75%	10.48%	08/2021	08/2027	2,623		2,597		2,510
									44,088		42,556		3.21	%
Recorded Future, Inc.
Software	First lien (8)(15)	L(Q)	5.25%	9.98%	08/2019	07/2025	24,469		24,351		24,263
	First lien (2)(15)	L(Q)	5.25%	9.98%	03/2021	07/2025	12,652		12,589		12,546
									36,940		36,809		2.78	%
Auctane Inc. (fka Stamps.com Inc.)
Software	First lien (8)(15)	L(M)	5.75%	10.13%	10/2021	10/2028	22,069		21,880		21,694
	First lien (2)(15)	L(M)	5.75%	10.13%	10/2021	10/2028	14,925		14,797		14,671
									36,677		36,365		2.74	%

The accompanying notes are an integral part of these consolidated financial statements.

35

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
Avalara, Inc.
Software	First lien (8)(15)	SOFR(Q)	7.25%	11.83%	10/2022	10/2028	$	22,500	$	22,226	$	22,307
	First lien (2)(15)	SOFR(Q)	7.25%	11.83%	10/2022	10/2028	12,880		12,723		12,769
									34,949		35,076		2.64	%
OEC Holdco, LLC (22)
OEConnection LLC
Software	Second lien (2)(15)	SOFR(M)	7.00%	11.42%	12/2021	09/2027	23,406		23,206		22,687
	Second lien (2)(15)	SOFR(M)	7.00%	11.42%	09/2019	09/2027	12,044		11,963		11,674
									35,169		34,361		2.59	%
Diamond Parent Holdings Corp. (35)
Diligent Corporation
Software	First lien (2)(15)	L(M)	5.75%	10.13%	03/2021	08/2025	17,583		17,528		17,371
	First lien (2)(15)	L(M)	5.75%	10.13%	03/2021	08/2025	9,805		9,774		9,688
	First lien (3)(15)	L(M)	6.25%	10.63%	12/2018	08/2025	5,827		5,807		5,827
	First lien (3)(15)(18) - Drawn	L(M)	6.25%	10.63%	03/2021	08/2025	1,087		1,082		1,087
									34,191		33,973		2.56	%
IG Investments Holdings, LLC
Business Services	First lien (2)(15)	L(M)	6.00%	10.38%	09/2021	09/2028	29,134		28,884		28,731
	First lien (2)(15)	L(M)	6.00%	10.38%	02/2022	09/2028	4,257		4,238		4,198
	First lien (3)(15)(18) - Drawn	L(M)	6.00%	10.39%	09/2021	09/2027	919		910		906
									34,032		33,835		2.55	%
Foreside Financial Group, LLC
Business Services	First lien (2)(15)	L(M)	5.50%	9.88%	05/2022	09/2027	31,968		31,678		31,648
	First lien (3)(15)	L(M)	5.50%	9.88%	05/2022	09/2027	2,072		2,052		2,051
									33,730		33,699		2.54	%
MRI Software LLC
Software	First lien (5)(15)	L(Q)	5.50%	10.23%	01/2020	02/2026	21,879		21,817		21,383
	First lien (2)(15)	L(Q)	5.50%	10.23%	03/2021	02/2026	4,615		4,606		4,511
	First lien (2)(15)	L(Q)	5.50%	10.23%	01/2020	02/2026	3,173		3,163		3,101
	First lien (3)(15)	L(Q)	5.50%	10.23%	03/2021	02/2026	3,664		3,656		3,581
	First lien (3)(15)	L(Q)	5.50%	10.23%	01/2020	02/2026	810		807		791
									34,049		33,367		2.52	%
Anaplan, Inc.
Software	First lien (2)(15)	SOFR(M)	6.50%	10.82%	06/2022	06/2029	33,618		33,300		33,282		2.51	%

The accompanying notes are an integral part of these consolidated financial statements.

36

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
Granicus, Inc.
Software	First lien (4)(15)	L(M)*	5.50% + 1.50%/PIK	11.14%	01/2021	01/2027	$	15,405	$	15,320	$	15,405
	First lien (8)(15)	L(M)*	5.50% + 1.50%/PIK	11.14%	01/2021	01/2027	5,959		5,925		5,959
	First lien (2)(15)	L(M)*	5.50% + 1.50%/PIK	11.14%	01/2021	01/2027	5,877		5,845		5,877
	First lien (2)(15)	L(M)	6.00%	10.14%	04/2021	01/2027	4,579		4,540		4,579
	First lien (3)(15)(18) - Drawn	L(M)	6.50%	10.69%	01/2021	01/2027	810		804		810
									32,434		32,630		2.46	%
EAB Global, Inc.
Education	Second lien (2)(15)	L(Q)	6.50%	10.69%	08/2021	08/2029	33,452		33,017		32,392		2.44	%
DCA Investment Holding, LLC
Healthcare	First lien (2)(15)	SOFR(S)	6.41%	10.39%	03/2021	04/2028	19,660		19,546		19,278
	First lien (2)(15)	SOFR(S)	6.41%	10.39%	02/2022	04/2028	7,046		7,014		6,909
	First lien (3)(15)	SOFR(S)	6.41%	10.39%	03/2021	04/2028	3,273		3,252		3,209
	First lien (3)(15)(18) - Drawn	SOFR(S)	6.41%	10.39%	03/2021	04/2028	2,836		2,823		2,781
									32,635		32,177		2.43	%
KAMC Holdings, Inc.
Business Services	Second lien (2)(15)	L(Q)	8.00%	12.65%	08/2019	08/2027	18,750		18,657		15,938
	Second lien (8)(15)	L(Q)	8.00%	12.65%	08/2019	08/2027	18,750		18,657		15,937
									37,314		31,875		2.40	%
OA Topco, L.P. (40)
OA Buyer, Inc.
Healthcare	First lien (2)(15)	L(M)	5.75%	10.13%	12/2021	12/2028	27,989		27,742		27,763
	First lien (2)(15)	L(M)	5.75%	10.13%	05/2022	12/2028	1,772		1,755		1,757
									29,497		29,520		2.23	%
TigerConnect, Inc.
Healthcare	First lien (8)(15)	SOFR(Q)*	3.63% + 3.63%/PIK	11.49%	02/2022	02/2028	29,868		29,604		29,151
	First lien (2)(15)(18) - Drawn	SOFR(Q)*	3.63% + 3.63%/PIK	11.49%	02/2022	02/2028	277		277		270
									29,881		29,421		2.22	%
Wealth Enhancement Group, LLC
Financial Services	First lien (2)(15)	SOFR(S)	6.00%	10.00%	08/2021	10/2027	18,949		18,896		18,827
	First lien (2)(15)	SOFR(S)	6.00%	9.41%	01/2022	10/2027	1,254		1,243		1,246
	First lien (3)(15)(18) - Drawn	SOFR(S)	6.00%	10.31%	05/2022	10/2027	7,478		7,481		7,430
	First lien (2)(15)	SOFR(S)	6.00%	10.46%	01/2022	10/2027	841		833		835
									28,453		28,338		2.14	%

The accompanying notes are an integral part of these consolidated financial statements.

37

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
Fortis Solutions Group, LLC
Packaging	First lien (2)(15)	L(Q)	5.50%	10.23%	10/2021	10/2028	$	17,529	$	17,374	$	17,119
	First lien (8)(15)	L(Q)	5.50%	10.23%	10/2021	10/2028	10,195		10,108		9,957
	First lien (3)(15)	L(Q)	5.50%	10.23%	10/2021	10/2028	875		866		855
	First lien (3)(15)(18) - Drawn	L(S)	5.50%	9.67%	10/2021	10/2027	381		378		372
									28,726		28,303		2.13	%
Foundational Education Group, Inc.
Education	Second lien (5)(15)	SOFR(Q)	6.50%	11.34%	08/2021	08/2029	22,500		22,401		20,810
	Second lien (2)(15)	SOFR(Q)	6.50%	11.34%	08/2021	08/2029	7,009		6,987		6,483
									29,388		27,293		2.06	%
Syndigo LLC
Software	Second lien (4)(15)	L(S)	8.00%	13.21%	12/2020	12/2028	22,500		22,363		21,067
	Second lien (2)(15)	L(S)	8.00%	13.21%	02/2022	12/2028	5,697		5,710		5,334
									28,073		26,401		1.99	%
AmeriVet Partners Management, Inc.
Consumer Services	First lien (2)(15)	SOFR(Q)	5.50%	10.23%	02/2022	02/2028	22,321		22,223		21,875
	First lien (2)(15)	SOFR(Q)	5.50%	10.23%	02/2022	02/2028	4,024		4,004		3,943
									26,227		25,818		1.95	%
NMC Crimson Holdings, Inc.
Healthcare	First lien (8)(15)	L(Q)	6.00%	9.74%	03/2021	03/2028	19,259		19,033		19,124
	First lien (2)(15)	L(Q)	6.00%	9.74%	03/2021	03/2028	4,913		4,855		4,879
	First lien (3)(15)(18) - Drawn	L(M)	6.00%	10.39%	03/2021	03/2028	1,635		1,611		1,624
									25,499		25,627		1.93	%
VT Topco, Inc.
Business Services	Second lien (2)(15)	L(M)	6.75%	11.13%	07/2021	07/2026	16,183		16,137		15,711
	Second lien (4)(15)	L(M)	6.75%	11.13%	08/2018	07/2026	10,000		9,987		9,708
									26,124		25,419		1.92	%
HS Purchaser, LLC / Help/Systems Holdings, Inc.
Software	Second lien (5)(15)	SOFR(Q)	6.75%	10.94%	11/2019	11/2027	22,500		22,417		21,409
	Second lien (2)(15)	SOFR(Q)	6.75%	10.94%	11/2019	11/2027	4,208		4,179		4,004
									26,596		25,413		1.92	%
DOCS, MSO, LLC
Healthcare	First lien (8)(15)	SOFR(S)	5.75%	10.54%	06/2022	06/2028	18,760		18,760		18,246
	First lien (4)(15)	SOFR(S)	5.75%	10.54%	06/2022	06/2028	7,025		7,025		6,833
									25,785		25,079		1.89	%

The accompanying notes are an integral part of these consolidated financial statements.

38

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
CRCI Longhorn Holdings, Inc.
Business Services	Second lien (3)(15)	L(M)	7.25%	11.63%	08/2018	08/2026	$	18,266	$	18,229	$	17,409
	Second lien (8)(15)	L(M)	7.25%	11.63%	08/2018	08/2026	7,500		7,485		7,148
									25,714		24,557		1.85	%
ACI Parent Inc. (36)
ACI Group Holdings, Inc.
Healthcare	First lien (2)(15)	L(M)*	4.50% + 1.25%/PIK	10.13%	08/2021	08/2028	22,082		21,898		21,338
	First lien (3)(15)(18) - Drawn	L(M)*	4.50% + 1.25%/PIK	10.13%	08/2021	08/2028	2,840		2,813		2,744
	First lien (3)(15)(18) - Drawn	L(M)	5.50%	9.88%	08/2021	08/2027	259		256		250
									24,967		24,332		1.83	%
Idera, Inc.
Software	Second lien (4)(15)	L(Q)	6.75%	10.50%	06/2019	03/2029	22,500		22,243		21,168
	Second lien (3)(15)	L(Q)	6.75%	10.50%	04/2021	03/2029	3,000		2,986		2,822
									25,229		23,990		1.81	%
Bullhorn, Inc.
Software	First lien (2)(15)	L(Q)	5.75%	10.48%	09/2019	09/2026	16,659		16,586		16,659
	First lien (2)(15)	L(Q)	5.75%	10.48%	10/2021	09/2026	3,442		3,435		3,442
	First lien (2)(15)	L(Q)	5.75%	10.48%	09/2019	09/2026	771		766		771
	First lien (3)(15)(18) - Drawn	L(Q)	5.75%	10.48%	09/2019	09/2026	392		389		392
	First lien (2)(15)	L(Q)	5.75%	10.48%	09/2019	09/2026	345		344		345
	First lien (2)(15)	L(Q)	5.75%	10.48%	09/2019	09/2026	275		274		275
									21,794		21,884		1.65	%
Convey Health Solutions, Inc.
Healthcare	First lien (4)(15)	SOFR(Q)	5.25%	9.93%	09/2019	09/2026	19,215		19,091		18,639
	First lien (4)(15)	SOFR(Q)	5.25%	9.93%	02/2022	09/2026	3,208		3,169		3,112
									22,260		21,751		1.64	%
Spring Education Group, Inc (fka SSH Group Holdings, Inc.)
Education	Second lien (2)(15)	L(Q)	8.25%	12.98%	07/2018	07/2026	21,959		21,928		21,324		1.61	%
TMK Hawk Parent, Corp.
Distribution & Logistics	First lien (2)(15)	L(Q)	3.50%	8.26%	06/2019	08/2024	16,395		15,474		10,657
	First lien (8)(15)	L(Q)	3.50%	8.26%	10/2019	08/2024	15,813		14,687		10,277
									30,161		20,934		1.58	%
Cardinal Parent, Inc.
Software	First lien (4)(15)	L(Q)	4.50%	9.23%	10/2020	11/2027	11,974		11,908		11,490
	Second lien (4)(15)	L(Q)	7.75%	12.46%	11/2020	11/2028	9,767		9,689		9,432
									21,597		20,922		1.58	%

The accompanying notes are an integral part of these consolidated financial statements.

39

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
Notorious Topco, LLC
Consumer Products	First lien (8)(15)	SOFR(Q)	6.75%	10.99%	11/2021	11/2027	$	10,051	$	9,987	$	9,882
	First lien (8)(15)	SOFR(Q)	6.75%	10.99%	05/2022	11/2027	9,925		9,857		9,758
	First lien (3)(15)(18) - Drawn	SOFR(Q)	6.75%	10.99%	11/2021	11/2027	876		873		861
	First lien (3)(15)(18) - Drawn	SOFR(Q)	6.75%	10.99%	11/2021	05/2027	147		146		145
									20,863		20,646		1.56	%
YLG Holdings, Inc.
Business Services	First lien (5)(15)	L(S)	5.00%	9.93%	11/2019	10/2025	17,861		17,815		17,393
	First lien (5)(15)	L(S)	5.00%	9.93%	11/2019	10/2025	2,326		2,319		2,265
	First lien (5)(15)(18) - Drawn	L(S)	5.00%	9.90%	10/2021	10/2025	495		506		482
									20,640		20,140		1.52	%
AAC Lender Holdings, LLC (33)
American Achievement Corporation (aka AAC Holding Corp.)
Education	First lien (2)(15)	L(M)(42)*	5.75%/PIK + 0.50%	10.38%	09/2015	09/2026	28,829		28,787		20,599
	First lien (3)(15)	L(M)(42)*	13.50%/PIK + 0.50%	18.13%	06/2021	09/2026	1,527		1,527		—
	Subordinated (3)(15)	L(Q)(42)*	1.00%/PIK	4.75%	03/2021	09/2026	5,230		—		—
									30,314		20,599		1.55	%
New Trojan Parent, Inc.
Healthcare	Second lien (2)(15)	L(M)	7.25%	11.63%	01/2021	01/2029	26,762		26,653		20,101		1.52	%
Xactly Corporation
Software	First lien (4)(15)	L(Q)	7.25%	11.99%	07/2017	07/2023	19,047		19,030		19,047
	First lien (3)(15)(18) - Drawn	L(M)	7.25%	11.59%	07/2017	07/2023	992		982		992
									20,012		20,039		1.51	%
Ansira Holdings, Inc.
Business Services	First lien (8)(15)	L(Q)(42)*	6.50%/PIK	10.91%	12/2016	12/2024	32,953		33,059		14,829
	First lien (3)(15)	L(Q)(42)*	6.50%/PIK	11.15%	12/2016	12/2024	8,316		8,308		3,742
	First lien (3)(15)(18) - Drawn	SOFR(Q)*	2.00% + 8.00%/PIK	14.42%	11/2022	12/2024	313		313		313
									41,680		18,884		1.42	%
Bluefin Holding, LLC
Software	First lien (3)(15)(18) - Drawn	L(S)	5.75%	9.93%	09/2019	09/2024	1,212		1,194		1,177
	Second lien (8)(15)	L(Q)	7.75%	12.48%	09/2019	09/2027	18,000		18,000		17,338
									19,194		18,515		1.40	%

The accompanying notes are an integral part of these consolidated financial statements.

40

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
Trinity Air Consultants Holdings Corporation
Business Services	First lien (2)(15)	L(S)	5.25%	10.18%	06/2021	06/2027	$	15,382	$	15,260	$	15,257
	First lien (2)(15)(18) - Drawn	L(S)	5.25%	9.40%	06/2021	06/2027	2,889		2,863		2,865
									18,123		18,122		1.37	%
DG Investment Intermediate Holdings 2, Inc.
Business Services	Second lien (3)	SOFR(M)	6.75%	11.07%	03/2021	03/2029	20,313		20,270		18,053		1.36	%
FS WhiteWater Holdings, LLC (38)
FS WhiteWater Borrower, LLC
Consumer Services	First lien (5)(15)	L(Q)	5.75%	10.48%	12/2021	12/2027	10,395		10,306		10,110
	First lien (5)(15)	L(Q)	5.75%	10.48%	12/2021	12/2027	3,489		3,456		3,393
	First lien (5)(15)	L(Q)	5.75%	10.48%	12/2021	12/2027	3,467		3,437		3,372
	First lien (3)(15)(18) - Drawn	L(Q)	5.75%	10.50%	12/2021	12/2027	490		485		477
	First lien (3)(15)(18) - Drawn	L(Q)	6.00%	10.53%	07/2022	12/2027	589		635		584
									18,319		17,936		1.35	%
Pioneer Topco I, L.P. (39)
Pioneer Buyer I, LLC
Software	First lien (8)(15)	L(Q)*	7.00%/PIK	11.73%	11/2021	11/2028	14,900		14,782		14,706
	First lien (8)(15)	L(Q)*	7.00%/PIK	11.73%	03/2022	11/2028	2,042		2,025		2,016
									16,807		16,722		1.26	%
Coyote Buyer, LLC
Specialty Chemicals & Materials	First lien (5)(15)	L(Q)	6.00%	10.41%	03/2020	02/2026	13,795		13,755		13,795
	First lien (5)(15)	L(Q)	8.00%	12.73%	10/2020	08/2026	2,482		2,466		2,482
									16,221		16,277		1.23	%
The Kleinfelder Group, Inc.
Business Services	First lien (4)(15)	L(Q)	5.25%	9.98%	12/2018	11/2024	16,533		16,503		16,241		1.22	%
Kele Holdco, Inc.
Distribution & Logistics	First lien (5)(15)	L(M)	5.25%	9.42%	02/2020	02/2026	15,788		15,742		15,788		1.19	%
MED Parentco, LP
Healthcare	Second lien (8)	L(M)	8.25%	12.63%	08/2019	08/2027	20,857		20,752		15,726		1.19	%
Daxko Acquisition Corporation
Software	First lien (8)(15)	L(M)	5.50%	9.88%	10/2021	10/2028	13,144		13,031		12,776
	First lien (2)(15)	L(M)	5.50%	9.88%	10/2021	10/2028	1,107		1,097		1,076
	First lien (3)(15)(18) - Drawn	P(Q)	4.50%	12.00%	10/2021	10/2027	33		33		32
									14,161		13,884		1.05	%

The accompanying notes are an integral part of these consolidated financial statements.

41

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
CFS Management, LLC
Healthcare	First lien (2)(15)	SOFR(Q)*	6.25% + 0.75%/PIK	11.84%	08/2019	07/2024	$	11,392	$	11,372	$	10,637
	First lien (2)(15)	SOFR(Q)*	6.25% + 0.75%/PIK	11.84%	08/2019	07/2024	3,393		3,386		3,168
									14,758		13,805		1.04	%
Castle Management Borrower LLC
Business Services	First lien (8)(15)	L(Q)	2.19%	3.19%	05/2018	02/2025	14,288		14,269		13,605		1.03	%
Alegeus Technologies Holdings Corp.
Healthcare	First lien (8)(15)	L(A)	8.25%	10.95%	09/2018	09/2024	13,444		13,421		13,444		1.01	%
Calabrio, Inc.
Software	First lien (5)(15)	L(Q)	7.00%	11.73%	04/2021	04/2027	12,347		12,277		12,347
	First lien (3)(15)(18) - Drawn	L(Q)	7.00%	11.75%	04/2021	04/2027	850		843		850
									13,120		13,197		1.00	%
IMO Investor Holdings, Inc.
Healthcare	First lien (2)(15)	SOFR(S)	6.00%	10.62%	05/2022	05/2029	12,974		12,854		12,845
	First lien (3)(15)(18) - Drawn	SOFR(S)	6.00%	10.61%	05/2022	05/2028	294		291		291
									13,145		13,136		0.99	%
FR Arsenal Holdings II Corp.
Business Services	First lien (2)(15)	L(M)*	7.50% + 2.00%/PIK	13.88%	09/2016	01/2023	14,582		14,579		13,123		0.99	%
Apptio, Inc.
Software	First lien (8)(15)	L(Q)	6.00%	9.94%	01/2019	01/2025	5,703		5,658		5,703
	First lien (2)(15)	L(Q)	6.00%	9.94%	01/2019	01/2025	5,500		5,456		5,500
	First lien (3)(15)(18) - Drawn	L(Q)	6.00%	9.94%	01/2019	01/2025	1,240		1,215		1,240
									12,329		12,443		0.94	%
Transcendia Holdings, Inc.
Packaging	Second lien (8)(15)	L(M)	8.00%	12.38%	06/2017	05/2025	14,500		14,423		12,418		0.94	%
USRP Holdings, Inc.
Business Services	First lien (2)(15)	L(Q)	5.50%	10.23%	07/2021	07/2027	11,311		11,222		10,945
	First lien (3)(15)	L(Q)	5.50%	10.23%	07/2021	07/2027	1,473		1,460		1,425
									12,682		12,370		0.93	%
CHA Holdings, Inc.
Business Services	Second lien (4)(15)	L(Q)	8.75%	13.48%	04/2018	04/2026	7,012		6,976		6,923
	Second lien (3)(15)	L(Q)	8.75%	13.48%	04/2018	04/2026	4,453		4,430		4,396
									11,406		11,319		0.85	%

The accompanying notes are an integral part of these consolidated financial statements.

42

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
Specialtycare, Inc.
Healthcare	First lien (2)(15)	L(Q)	5.75%	9.49%	06/2021	06/2028	$	10,458	$	10,341	$	10,019
	First lien (3)(15)(18) - Drawn	L(M)	4.00%	8.29%	06/2021	06/2026	212		209		204
	First lien (3)(15)(18) - Drawn	L(Q)	5.75%	9.76%	06/2021	06/2028	79		75		75
									10,625		10,298		0.78	%
Quartz Holding Company
Software	Second lien (3)(15)	L(M)	8.00%	12.38%	04/2019	04/2027	10,000		9,877		9,802		0.74	%
CG Group Holdings, LLC
Specialty Chemicals & Materials	First lien (2)(15)	L(Q)*	5.25% + 2.00%/PIK	11.98%	07/2021	07/2027	8,317		8,244		7,411
	First lien (3)(15)(18) - Drawn	L(M)*	5.25% + 2.00%/PIK	11.63%	07/2021	07/2026	916		906		817
									9,150		8,228		0.62	%
PPVA Black Elk (Equity) LLC
Business Services	Subordinated (3)(15)	—	—	—	05/2013	—	14,500		14,500		7,995		0.60	%
KPSKY Acquisition Inc.
Business Services	First lien (8)(15)	L(M)	5.50%	9.89%	10/2021	10/2028	6,968		6,908		6,662
	First lien (2)(15)	P(Q)	4.50%	12.00%	10/2021	10/2028	801		794		766
	First lien (2)(15)(18) - Drawn	P(Q)	4.50%	12.00%	06/2022	10/2028	145		144		139
									7,846		7,567		0.57	%
TRC Companies L.L.C. (fka Energize Holdco LLC)
Business Services	Second lien (2)(15)	L(M)	6.75%	11.13%	11/2021	12/2029	7,950		7,914		7,488		0.56	%
DS Admiral Bidco, LLC
Software	First lien (2)	SOFR(M)	7.00%	11.51%	12/2022	12/2029	7,547		7,434		7,434		0.56	%
Vectra Co.
Business Products	Second lien (8)(15)	L(M)	7.25%	11.63%	02/2018	03/2026	10,788		10,769		7,004		0.53	%
Community Brands ParentCo, LLC
Software	First lien (2)(15)	SOFR(M)	5.75%	10.17%	02/2022	02/2028	7,163		7,100		6,928		0.52	%
Safety Borrower Holdings LLC
Software	First lien (2)(15)	L(S)	5.25%	10.41%	09/2021	09/2027	6,975		6,946		6,861		0.52	%
Sun Acquirer Corp.
Consumer Services	First lien (2)(15)	L(M)	5.75%	10.13%	09/2021	09/2028	3,985		3,956		3,917
	First lien (2)(15)(18) - Drawn	L(M)	5.75%	10.13%	09/2021	09/2028	2,791		2,757		2,744
									6,713		6,661		0.50	%
PPV Intermediate Holdings, LLC
Consumer Services	First lien (4)(15)	SOFR(M)	5.75%	9.12%	08/2022	08/2029	6,629		6,565		6,500
	First lien (3)(15)(18) - Drawn	SOFR(Q)	5.75%	10.03%	08/2022	08/2029	131		134		129
									6,699		6,629		0.50	%

The accompanying notes are an integral part of these consolidated financial statements.

43

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
Appriss Health Holdings, Inc. (23)
Appriss Health, LLC
Healthcare	First lien (8)(15)	L(M)	7.25%	11.54%	05/2021	05/2027	$	6,234	$	6,186	$	6,234	0.47	%
Pye-Barker Fire & Safety, LLC
Business Services	First lien (2)(15)	L(Q)	5.50%	10.23%	11/2021	11/2027	5,161		5,115		5,014
	First lien (3)(15)(18) - Drawn	L(Q)	5.50%	10.23%	11/2021	11/2024	422		418		410
									5,533		5,424		0.41	%
ADG, LLC
Healthcare	Second lien (3)(15)	L(M)*	10.00%/PIK	14.38%	10/2016	03/2024	7,430		7,413		4,984		0.38	%
Virtusa Corporation
Software	Subordinated (3)	FIXED(S)	7.13%	7.13%	10/2022	12/2028	5,000		3,824		3,817		0.29	%
Education Management Corporation (20)
Education Management II LLC
Education	First lien (2)	P(M)(42)	7.50%	13.00%	01/2015	07/2020	300		292		—
	First lien (3)	P(M)(42)	7.50%	13.00%	01/2015	07/2020	169		165		—
	First lien (2)	P(Q)(42)	6.50%	9.75%	01/2015	07/2020	205		199		—
	First lien (3)	P(Q)(42)	6.50%	9.75%	01/2015	07/2020	115		112		—
	First lien (2)	P(Q)(42)	8.50%	11.75%	01/2015	07/2020	139		115		—
	First lien (3)	P(Q)(42)	8.50%	11.75%	01/2015	07/2020	79		65		—
	First lien (2)	P(Q)(42)	8.50%	11.75%	01/2015	07/2020	4		3		—
	First lien (3)	P(Q)(42)	8.50%	11.75%	01/2015	07/2020	2		2		—
									953		—		—	%
PPVA Fund, L.P.
Business Services	Collateralized Financing (42)(43)	—	—	—	11/2014	—	—		—		—		—	%
Total Funded Debt Investments - United States									$	2,194,600	$	2,081,746	156.97	%
Funded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology	First lien (2)(15)	L(M)	6.00%	10.29%	10/2021	09/2028	$	35,000	$	34,700	$	34,436
	First lien (8)(15)	L(M)	6.00%	10.29%	10/2021	09/2028	24,189		23,982		23,800
									58,682		58,236		4.39	%
Total Funded Debt Investments - Netherlands									$	58,682	$	58,236	4.39	%
Funded Debt Investments - United Kingdom
Aston FinCo S.a r.l. / Aston US Finco, LLC**
Software	Second lien (8)(15)	L(M)	8.25%	12.63%	10/2019	10/2027	$	34,459	$	34,271	$	34,356	2.59	%

The accompanying notes are an integral part of these consolidated financial statements.

44

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
Integro Parent Inc.
Business Services	First lien (2)(15)	SOFR(Q)*	12.25%/PIK	16.83%	10/2015	05/2023	$	4,187	$	4,184	$	4,187
	First lien (3)(15)	SOFR(Q)*	12.25%/PIK	16.83%	06/2018	05/2023	827		823		828
	Second lien (3)(15)	SOFR(Q)(42)*	12.25%/PIK	16.83%	10/2015	10/2023	11,510		11,109		8,718
									16,116		13,733		1.04	%
Total Funded Debt Investments - United Kingdom									$	50,387	$	48,089	3.63	%
Funded Debt Investments - Jersey
Tennessee Bidco Limited **
Business Services	First lien (3)(15)(16)	SONIA(D)	7.00%	10.95%	08/2021	08/2028	£	12,879	$	17,634	$	15,562
	First lien (3)(15)(16)	SONIA(D)	7.00%	10.95%	08/2021	08/2028	£	10,538	13,133		12,734
	First lien (3)(15)	L(S)	7.00%	10.38%	08/2021	08/2028	$	10,184	10,055		10,184
	First lien (3)(15)	L(S)	7.00%	11.78%	08/2021	08/2028	$	6,246	6,162		6,246
	First lien (3)(15)(16)	EURIBOR(S)	7.00%	7.63%	08/2021	08/2028	€	708	714		757
									47,698		45,483		3.43	%
Total Funded Debt Investments - Jersey									$	47,698	$	45,483	3.43	%
Funded Debt Investments - Australia
Atlas AU Bidco Pty Ltd**
Business Services	First lien (2)	SOFR(M)	7.25%	11.48%	12/2022	12/2029	$	3,454	$	3,402	$	3,402	0.26	%
Total Funded Debt Investments - Australia									$	3,402	$	3,402	0.26	%
Total Funded Debt Investments									$	2,354,769	$	2,236,956	168.68	%
Equity - United States
Dealer Tire Holdings, LLC (30)
Distribution & Logistics	Preferred shares (3)(15)	—	—	—	09/2021	—	56,271		$	65,202	$	65,688	4.95	%
Symplr Software Intermediate Holdings, Inc. (31)
Healthcare	Preferred shares (4)(15)	—	—	—	11/2018	—	7,500		11,986		11,396
	Preferred shares (3)(15)	—	—	—	11/2018	—	2,586		4,132		3,929
									16,118		15,325		1.16	%
Knockout Intermediate Holdings I Inc. (41)
Software	Preferred shares (3)(15)	—	—	—	06/2022	—	15,150		14,961		14,661		1.11	%
ACI Parent Inc. (36)
Healthcare	Preferred shares (3)(15)	—	—	—	08/2021	—	12,500		14,605		14,068		1.06	%
Project Essential Super Parent, Inc. (34)
Software	Preferred shares (3)(15)	—	—	—	04/2021	—	10,000		11,885		11,569		0.87	%

The accompanying notes are an integral part of these consolidated financial statements.

45

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)	Cost		Fair Value		Percent of<br>Net<br>Assets
Diamond Parent Holdings Corp. (35)
Diligent Preferred Issuer, Inc.
Software	Preferred shares (3)(15)	—	—	—	04/2021	—	10,000	$	11,518	$	11,304	0.85	%
OEC Holdco, LLC (22)
Software	Preferred shares (12)(15)	—	—	—	12/2021	—	7,214	7,565		7,214		0.54	%
HB Wealth Management, LLC (37)
Financial Services	Preferred shares (11)(15)	—	—	—	09/2021	—	48,303	4,794		5,126		0.39	%
FS WhiteWater Holdings, LLC (38)
Consumer Services	Ordinary shares (5)(15)	—	—	—	12/2021	—	50,000	5,000		4,686		0.35	%
Appriss Health Holdings, Inc. (23)
Appriss Health Intermediate Holdings, Inc.
Healthcare	Preferred shares (3)(15)	—	—	—	05/2021	—	2,333	2,755		2,628		0.20	%
OA Topco, L.P. (40)
Healthcare	Ordinary shares (3)(15)	—	—	—	12/2021	—	2,000,000	2,000		2,000		0.15	%
Pioneer Topco I, L.P. (39)
Software	Ordinary shares (13)(15)	—	—	—	11/2021	—	199,980	1,999		1,631		0.12	%
Ancora Acquisition LLC
Education	Preferred shares (9)(15)	—	—	—	08/2013	—	372	83		158		0.01	%
Education Management Corporation (20)
Education	Preferred shares (2)	—	—	—	01/2015	—	3,331	200		—
	Preferred shares (3)	—	—	—	01/2015	—	1,879	113		—
	Ordinary shares (2)	—	—	—	01/2015	—	2,994,065	100		—
	Ordinary shares (3)	—	—	—	01/2015	—	1,688,976	56		—
								469		—		—	%
AAC Lender Holdings, LLC (33)
Education	Ordinary shares (3)(15)	—	—	—	03/2021	—	758	—		—		—	%
Total Shares - United States								$	158,954	$	156,058	11.77	%
Equity - Hong Kong
Bach Special Limited (Bach Preference Limited)**
Education	Preferred shares (3)(15)(29)	—	—	—	09/2017	—	108,620	$	10,782	$	10,748	0.81	%
Total Shares - Hong Kong								$	10,782	$	10,748	0.81	%
Total Shares								$	169,736	$	166,806	12.58	%
Total Funded Investments								$	2,524,505	$	2,403,762	181.25	%

The accompanying notes are an integral part of these consolidated financial statements.

46

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
Unfunded Debt Investments - United States
Ansira Holdings, Inc
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	11/2022	11/2024	$	1,161	$	—	$	—	—	%
AAC Lender Holdings, LLC (33)
American Achievement Corporation (aka AAC Holding Corp.)
Education	First lien (3)(15)(18) - Undrawn	—	—	—	01/2021	09/2026	2,652		—		—		—	%
Bullhorn, Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	09/2019	09/2026	460		(3)		—		—	%
Appriss Health Holdings, Inc. (23)
Appriss Health, LLC
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	05/2021	05/2027	417		(4)		—		—	%
Coyote Buyer, LLC
Specialty Chemicals & Materials	First lien (3)(15)(18) - Undrawn	—	—	—	03/2020	02/2025	1,013		(5)		—		—	%
Calabrio, Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	04/2021	04/2027	637		(5)		—		—	%
Kele Holdco, Inc.
Distribution & Logistics	First lien (3)(15)(18) - Undrawn	—	—	—	02/2020	02/2026	1,799		(9)		—		—	%
Granicus, Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	01/2021	01/2027	1,604		(12)		—		—	%
Diamond Parent Holdings Corp. (35)
Diligent Corporation
Software	First lien (3)(15)(18) - Undrawn	—	—	—	03/2021	08/2025	2,537		(13)		—		—	%
Apptio, Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	01/2019	01/2025	827		(17)		—		—	%
Associations, Inc.
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	07/2021	07/2027	3,543		(18)		—		—	%

The accompanying notes are an integral part of these consolidated financial statements.

47

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
Safety Borrower Holdings LLC
Software	First lien (3)(15)(18) - Undrawn	—	—	—	09/2021	09/2027	$	512	$	(3)	$	(8)	(0.00)%
Bluefin Holding, LLC
Software	First lien (3)(15)(18) - Undrawn	—	—	—	09/2019	09/2024	303		(5)		(9)		(0.00)%
Sun Acquirer Corp.
Consumer Services	First lien (3)(15)(18) - Undrawn	—	—	—	09/2021	09/2027	559		(5)		(9)
	First lien (2)(15)(18) - Undrawn	—	—	—	09/2021	09/2023	152		(1)		(3)
									(6)		(12)		(0.00)%
Pye-Barker Fire & Safety, LLC
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	11/2021	11/2024	483		(5)		(14)		(0.00)%
IG Investments Holdings, LLC
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	09/2021	09/2027	1,379		(14)		(19)		(0.00)%
Notorious Topco, LLC
Consumer Products	First lien (3)(15)(18) - Undrawn	—	—	—	11/2021	11/2023	587		(7)		(10)
	First lien (3)(15)(18) - Undrawn	—	—	—	11/2021	05/2027	734		(6)		(12)
									(13)		(22)		(0.00)%
PPV Intermediate Holdings, LLC
Consumer Services	First lien (3)(15)(18) - Undrawn	—	—	—	08/2022	08/2029	355		(7)		(7)
	First lien (4)(15)(18) - Undrawn	—	—	—	08/2022	08/2024	885		—		(17)
									(7)		(24)		(0.00)%
CG Group Holdings, LLC
Specialty Chemicals & Materials	First lien (3)(15)(18) - Undrawn	—	—	—	07/2021	07/2026	226		(3)		(25)		(0.00)%
Recorded Future, Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	08/2019	07/2025	2,981		(20)		(25)		(0.00)%
USRP Holdings, Inc.
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	07/2021	07/2027	893		(9)		(29)		(0.00)%

The accompanying notes are an integral part of these consolidated financial statements.

48

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
OA Topco, L.P. (40)
OA Buyer, Inc.
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	12/2021	12/2028	$	3,600	$	(36)	$	(29)	(0.00)%
Avalara, Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	10/2022	10/2028	3,538		(44)		(30)		(0.00)%
Trinity Air Consultants Holdings Corporation
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	06/2021	06/2027	1,501		(15)		(12)
	First lien (2)(15)(18) - Undrawn	—	—	—	06/2021	06/2023	2,364		—		(19)
									(15)		(31)		(0.00)%
Pioneer Topco I, L.P. (39)
Pioneer Buyer I, LLC
Software	First lien (3)(15)(18) - Undrawn	—	—	—	11/2021	11/2027	2,446		(24)		(32)		(0.00)%
iCIMS, Inc.
Software	First lien (8)(15)(18) - Undrawn	—	—	—	08/2022	08/2024	11,763		—		—
	First lien (3)(15)(18) - Undrawn	—	—	—	08/2022	08/2028	4,218		(37)		(37)
									(37)		(37)		(0.00)%
Daxko Acquisition Corporation
Software	First lien (3)(15)(18) - Undrawn	—	—	—	10/2021	10/2023	524		—		(15)
	First lien (3)(15)(18) - Undrawn	—	—	—	10/2021	10/2027	953		(10)		(27)
									(10)		(42)		(0.00)%
Community Brands ParentCo, LLC
Software	First lien (3)(15)(18) - Undrawn	—	—	—	02/2022	02/2028	425		(4)		(14)
	First lien (3)(15)(18) - Undrawn	—	—	—	02/2022	02/2024	849		—		(28)
									(4)		(42)		(0.00)%
IMO Investor Holdings, Inc.
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	05/2022	05/2028	1,254		(13)		(13)
	First lien (3)(15)(18) - Undrawn	—	—	—	05/2022	05/2024	3,097		—		(31)
									(13)		(44)		(0.00)%

The accompanying notes are an integral part of these consolidated financial statements.

49

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
KPSKY Acquisition Inc.
Business Services	First lien (2)(15)(18) - Undrawn	—	—	—	06/2022	06/2024	$	1,022	$	—	$	(45)	(0.00)%
GC Waves Holdings, Inc.
Financial Services	First lien (2)(15)(18) - Undrawn	—	—	—	04/2022	04/2024	757		—		(9)
	First lien (3)(15)(18) - Undrawn	—	—	—	10/2019	08/2026	2,963		(22)		(36)
									(22)		(45)		(0.00)%
Specialtycare, Inc.
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	06/2021	06/2026	347		(5)		(15)
	First lien (3)(15)(18) - Undrawn	—	—	—	06/2021	06/2023	868		—		(36)
									(5)		(51)		(0.00)%
Infogain Corporation
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	07/2021	07/2026	2,759		(21)		(52)		(0.00)%
GS Acquisitionco, Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	08/2019	05/2026	5,917		(36)		(53)		(0.00)%
NMC Crimson Holdings, Inc.
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	03/2021	03/2023	9,029		—		(63)		(0.00)%
Wealth Enhancement Group, LLC
Financial Services	First lien (3)(15)(18) - Undrawn	—	—	—	08/2021	10/2027	2,040		(6)		(13)
	First lien (3)(15)(18) - Undrawn	—	—	—	05/2022	05/2024	8,327		(21)		(53)
									(27)		(66)		(0.00)%
DCA Investment Holding, LLC
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	03/2021	03/2023	450		—		(9)
	First lien (3)(18) - Undrawn	—	—	—	12/2022	12/2024	3,936		—		(59)
									—		(68)		(0.01)	%
Foreside Financial Group, LLC
Business Services	First lien (3)(15)(18) - Undrawn	—	—	—	05/2022	09/2027	2,095		(21)		(21)
	First lien (3)(15)(18) - Undrawn	—	—	—	05/2022	05/2024	4,907		—		(49)
									(21)		(70)		(0.01)	%

The accompanying notes are an integral part of these consolidated financial statements.

50

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
FS WhiteWater Holdings, LLC (38)
FS WhiteWater Borrower, LLC
Consumer Services	First lien (3)(15)(18) - Undrawn	—	—	—	12/2021	12/2027	$	910	$	(9)	$	(25)
	First lien (3)(15)(18) - Undrawn	—	—	—	07/2022	12/2024	5,165		(52)		(52)
									(61)		(77)		(0.01)	%
Knockout Intermediate Holdings I Inc. (41)
Kaseya Inc.
Software	First lien (3)(15)(18) - Undrawn	—	—	—	06/2022	06/2024	3,851		—		(56)
	First lien (3)(15)(18) - Undrawn	—	—	—	06/2022	06/2029	3,851		(29)		(56)
									(29)		(112)		(0.01)	%
TigerConnect, Inc.
Healthcare	First lien (2)(15)(18) - Undrawn	—	—	—	02/2022	02/2023	955		—		(23)
	First lien (3)(15)(18) - Undrawn	—	—	—	02/2022	02/2028	4,267		(43)		(102)
									(43)		(125)		(0.01)	%
MRI Software LLC
Software	First lien (3)(15)(18) - Undrawn	—	—	—	01/2020	02/2026	2,002		(10)		(45)
	First lien (3)(15)(18) - Undrawn	—	—	—	02/2022	08/2023	4,074		—		(92)
									(10)		(137)		(0.01)	%
YLG Holdings, Inc.
Business Services	First lien (5)(15)(18) - Undrawn	—	—	—	10/2021	10/2023	1,584		(16)		(41)
	First lien (3)(15)(18) - Undrawn	—	—	—	11/2019	10/2025	3,968		(20)		(104)
									(36)		(145)		(0.01)	%
Fortis Solutions Group, LLC
Packaging	First lien (3)(15)(18) - Undrawn	—	—	—	10/2021	10/2023	81		—		(2)
	First lien (3)(15)(18) - Undrawn	—	—	—	10/2021	10/2027	2,479		(25)		(58)
	First lien (3)(15)(18) - Undrawn	—	—	—	06/2022	06/2024	4,886		—		(114)
									(25)		(174)		(0.01)	%

The accompanying notes are an integral part of these consolidated financial statements.

51

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
ACI Parent Inc. (36)
ACI Group Holdings, Inc.
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	08/2021	08/2027	$	2,095	$	(21)	$	(71)
	First lien (3)(15)(18) - Undrawn	—	—	—	08/2021	08/2023	5,386		—		(181)
									(21)		(252)		(0.02)	%
Paw Midco, Inc.
AAH Topco, LLC
Consumer Services	First lien (3)(15)(18) - Undrawn	—	—	—	12/2021	12/2027	3,659		(37)		(45)
	First lien (4)(15)(18) - Undrawn	—	—	—	01/2022	12/2023	4,231		(42)		(52)
	First lien (3)(15)(18) - Undrawn	—	—	—	12/2021	12/2023	13,041		(130)		(162)
									(209)		(259)		(0.02)	%
AmeriVet Partners Management, Inc.
Consumer Services	First lien (3)(15)(18) - Undrawn	—	—	—	02/2022	02/2028	1,969		(10)		(39)
	First lien (3)(15)(18) - Undrawn	—	—	—	02/2022	02/2024	11,718		—		(234)
									(10)		(273)		(0.02)	%
DOCS, MSO, LLC
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	06/2022	06/2028	2,405		—		(66)
	First lien (4)(15)(18) - Undrawn	—	—	—	06/2022	06/2024	2,457		—		(67)
	First lien (3)(15)(18) - Undrawn	—	—	—	06/2022	06/2024	6,561		—		(180)
									—		(313)		(0.02)	%
Deca Dental Holdings LLC
Healthcare	First lien (3)(15)(18) - Undrawn	—	—	—	08/2021	08/2027	404		(4)		(17)
	First lien (3)(15)(18) - Undrawn	—	—	—	08/2021	08/2023	9,080		—		(390)
									(4)		(407)		(0.03)	%
Total Unfunded Debt Investments - United States									$	(934)	$	(3,261)	(0.25)	%
Unfunded Debt Investments - Netherlands
Tahoe Finco, LLC**
Information Technology	First lien (3)(15)(18) - Undrawn	—	—	—	10/2021	10/2027	$	4,439	$	(44)	$	(71)	(0.01)	%
Total Unfunded Debt Investments - Netherlands									$	(44)	$	(71)	(0.01)	%

The accompanying notes are an integral part of these consolidated financial statements.

52

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
Unfunded Debt Investments - Australia
Atlas AU Bidco Pty Ltd**
Business Services	First lien (3)(18) - Undrawn	—	—	—	12/2022	12/2028	$	320	$	(5)	$	(5)	—	%
Total Unfunded Debt Investments - Australia									$	(5)	$	(5)	—	%
Total Unfunded Debt Investments									$	(983)	$	(3,337)	(0.25)	%
Total Non-Controlled/Non-Affiliated Investments									$	2,523,522	$	2,400,425	181.00	%
Non-Controlled/Affiliated Investments (44)
Funded Debt Investments - United States
TVG-Edmentum Holdings, LLC (24)
Edmentum Ultimate Holdings, LLC
Education	Subordinated (3)(15)	FIXED(Q)*	6.50% + 6.50%/PIK	13.00%	12/2020	01/2027	$	16,473	$	16,362	$	16,473	1.24	%
Sierra Hamilton Holdings Corporation
Energy	Second lien (3)(15)	FIXED(Q)(42)*	15.00%/PIK	15.00%	09/2019	09/2023	5		5		—		—	%
Permian Holdco 3, Inc.
Permian Trust
Energy	First lien (10)(15)	FIXED(Q)(42)*	10.00%/PIK	10.00%	03/2021	—	247		—		—
	First lien (3)(15)	L(M)(42)*	10.00%/PIK	11.00%	07/2020	—	3,409		—		—
									—		—		—	%
Total Funded Debt Investments - United States									$	16,367	$	16,473	1.24	%
Equity - United States
TVG-Edmentum Holdings, LLC
Education	Ordinary shares (3)(15)	—	—	—	12/2020	—	48,899		$	56,821	$	110,314	8.32	%
Sierra Hamilton Holdings Corporation
Energy	Ordinary shares (2)(15)	—	—	—	07/2017	—	25,000,000		11,501		3,599
	Ordinary shares (3)(15)	—	—	—	07/2017	—	2,786,000		1,282		401
									12,783		4,000		0.30	%
Total Shares - United States									$	69,604	$	114,314	8.62	%
Total Non-Controlled/Affiliated Investments									$	85,971	$	130,787	9.86	%

The accompanying notes are an integral part of these consolidated financial statements.

53

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
Controlled Investments (45)
Funded Debt Investments - United States
New Benevis Topco, LLC (32)
New Benevis Holdco, Inc.
Healthcare	First lien (2)(15)	L(Q)*	2.50% + 7.00%/PIK	14.23%	10/2020	04/2025	$	35,541	$	35,541	$	35,541
	First lien (8)(15)	L(Q)*	2.50% + 7.00%/PIK	14.23%	10/2020	04/2025	8,720		8,720		8,720
	First lien (3)(15)	L(Q)*	2.50% + 7.00%/PIK	14.23%	10/2020	04/2025	4,282		4,282		4,282
	Subordinated (3)(15)	FIXED(M)*	12.00%/PIK	12.00%	10/2020	10/2025	18,687		16,874		14,950
									65,417		63,493		4.79	%
UniTek Global Services, Inc.
Business Services	First lien (2)(15)	SOFR(S)*	5.50% + 2.00%/PIK	10.76%	06/2018	08/2024	22,367		21,885		22,367
	First lien (2)(15)	SOFR(S)*	5.50% + 2.00%/PIK	10.76%	06/2018	08/2024	3,949		3,855		3,949
	Second lien (3)(15)	FIXED(Q)*	15.00%/PIK	15.00%	12/2020	02/2025	11,575		11,574		10,384
	Second lien (3)(15)	FIXED(Q)*	15.00%/PIK	15.00%	07/2022	02/2025	5,131		5,131		4,603
									42,445		41,303		3.11	%
New Permian Holdco, Inc.
New Permian Holdco, L.L.C.
Energy	First lien (3)(15)	FIXED(M)*	18.00%/PIK	18.00%	10/2020	12/2024	21,779		21,779		21,779
	First lien (3)(15)(18) - Drawn	L(M)*	9.00%/PIK	13.12%	10/2020	12/2024	9,785		9,785		9,785
									31,564		31,564		2.38	%
NHME Holdings Corp. (28)
National HME, Inc.
Healthcare	Second lien (3)(15)	FIXED(Q)(42)*	12.00%/PIK	12.00%	11/2018	05/2024	13,013		12,583		5,381
	Second lien (3)(15)	FIXED(Q)(42)*	12.00%/PIK	12.00%	11/2018	05/2024	14,500		12,693		—
									25,276		5,381		0.41	%
Total Funded Debt Investments - United States									$	164,702	$	141,741	10.69	%
Equity - United States
NMFC Senior Loan Program III LLC**
Investment Fund	Membership interest (3)(15)	—	—	—	05/2018	—	—		$	140,000	$	140,000	10.56	%
NMFC Senior Loan Program IV LLC**
Investment Fund	Membership interest (3)(15)	—	—	—	05/2021	—	—		112,400		112,400		8.48	%

The accompanying notes are an integral part of these consolidated financial statements.

54

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)	Cost		Fair Value		Percent of<br>Net<br>Assets
NM NL Holdings, L.P.**
Net Lease	Membership interest (7)(15)	—	—	—	06/2018	—	—	$	76,370	$	94,305	7.11	%
New Benevis Topco, LLC (32)
Healthcare	Ordinary shares (2)(15)	—	—	—	10/2020	—	269,027	27,154		34,490
	Ordinary shares (8)(15)	—	—	—	10/2020	—	66,007	6,662		8,462
	Ordinary shares (3)(15)	—	—	—	10/2020	—	60,068	6,106		7,701
								39,922		50,653		3.82	%
QID TRH Holdings LLC (21)
Haven Midstream Holdings LLC(21)
Specialty Chemicals & Materials	Ordinary shares (14)(15)	—	—	—	10/2021	—	80	—		35,679
	Profit Interest (6)(15)	—	—	—	10/2021	—	5	—		109
								—		35,788		2.70	%
New Permian Holdco, Inc.
Energy	Ordinary shares (3)(15)	—	—	—	10/2020	—	100	11,155		26,000		1.96	%
UniTek Global Services, Inc.
Business Services	Preferred shares (3)(15)(27)	—	—	—	08/2018	—	15,434,113	15,434		11,626
	Preferred shares (3)(15)(27)	—	—	—	08/2019	—	9,173,217	9,173		7,670
	Preferred shares (3)(15)(26)(42)	—	—	—	06/2017	—	19,795,435	19,795		6,491
	Preferred shares (2)(15)(25)(42)	—	—	—	01/2015	—	29,326,545	26,946		—
	Preferred shares (3)(15)(25)(42)	—	—	—	01/2015	—	8,104,462	7,447		—
	Ordinary shares (2)(15)	—	—	—	01/2015	—	2,096,477	1,926		—
	Ordinary shares (3)(15)	—	—	—	01/2015	—	1,993,749	533		—
								81,254		25,787		1.94	%
NM CLFX LP
Net Lease	Membership interest (7)(15)	—	—	—	10/2017	—	—	12,538		16,172		1.22	%
NM YI, LLC
Net Lease	Membership interest (7)(15)	—	—	—	09/2019	—	—	6,272		9,481		0.71	%
NM GP Holdco, LLC**
Net Lease	Membership interest (7)(15)	—	—	—	06/2018	—	—	861		1,028		0.08	%
NHME Holdings Corp.(28)
Healthcare	Ordinary shares (3)(15)	—	—	—	11/2018	—	640,000	4,000		—		—	%
NM GLCR LP
Net Lease	Membership interest (7)(15)	—	—	—	02/2018	—	—	—		—		—	%

The accompanying notes are an integral part of these consolidated financial statements.

55

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

Portfolio Company, Location and Industry(1)	Type of<br>Investment	Reference	Spread	Interest Rate (19)	Acquisition Date	Maturity/Expiration<br>Date	Principal<br>Amount,<br>Par Value<br>or Shares (17)		Cost		Fair Value		Percent of<br>Net<br>Assets
NM APP US LLC
Net Lease	Membership interest (7)(15)	—	—	—	09/2016	—	—		$	—	$	—	—	%
NM DRVT LLC
Net Lease	Membership interest (7)(15)	—	—	—	11/2016	—	—		—		—		—	%
NM JRA LLC
Net Lease	Membership interest (7)(15)	—	—	—	08/2016	—	—		—		—		—	%
NM KRLN LLC
Net Lease	Membership interest (7)(15)	—	—	—	11/2016	—	—		—		—		—	%
Total Shares - United States									$	484,772	$	511,614	38.58	%
Equity - Canada
NM APP Canada Corp.**
Net Lease	Membership interest (7)(15)	—	—	—	09/2016	—	—		$	—	$	—	—	%
Total Shares - Canada									$	—	$	—	—	%
Total Shares									$	484,772	$	511,614	38.58	%
Warrants - United States
UniTek Global Services, Inc.
Business Services	Warrants (3)(15)	—	—	—	12/2020	02/2025	13,305		$	—	$	36,680	2.77	%
NHME Holdings Corp. (28)
Healthcare	Warrants (3)(15)	—	—	—	11/2018	—	160,000		1,000		—		—	%
Total Warrants - United States									$	1,000	$	36,680	2.77	%
Total Funded Investments									$	650,474	$	690,035	52.03	%
Unfunded Debt Investments - United States
New Permian Holdco, Inc.
New Permian Holdco, L.L.C.
Energy	First lien (3)(15)(18) - Undrawn	—	—	—	10/2020	12/2024	$	1,577	$	—	$	—	—	%
Haven Midstream Holdings LLC (21)
Haven Midstream LLC
Specialty Chemicals & Materials	First lien (3)(15)(18) - Undrawn	—	—	—	12/2021	10/2026	8,000		—		—		—	%
Total Unfunded Debt Investments - United States									—		—		—	%
Total Controlled Investments									$	650,474	$	690,035	52.03	%
Total Investments									$	3,259,967	$	3,221,247	242.89	%

(1)New Mountain Finance Corporation (the "Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.

(2)Investment is pledged as collateral for the Holdings Credit Facility, a revolving credit facility among the Company, as the Collateral Manager, New Mountain Finance Holdings, L.L.C. ("NMF Holdings") as the Borrower, Wells Fargo Securities, LLC, as the Administrative Agent and Wells Fargo Bank, National Association, as the Lender and Collateral Custodian. See Note 7. Borrowings, for details.

(3)Investment is pledged as collateral for the NMFC Credit Facility, a revolving credit facility among the Company as the Borrower and Goldman Sachs Bank USA as the Administrative Agent and the Collateral Agent and Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Stifel Bank & Trust and MUFG Union Bank, N.A. as Lenders. See Note 7. Borrowings, for details.

The accompanying notes are an integral part of these consolidated financial statements.

56

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

(4)Investment is held in New Mountain Finance SBIC, L.P.

(5)Investment is held in New Mountain Finance SBIC II, L.P.

(6)Investment is held in NMF QID NGL Holdings, Inc.

(7)Investment is held in New Mountain Net Lease Corporation.

(8)Investment is pledged as collateral for the DB Credit Facility, a revolving credit facility among New Mountain Finance DB, L.L.C as the Borrower and Deutsche Bank AG, New York Branch as the Facility Agent. See Note 7. Borrowings, for details.

(9)Investment is held in NMF Ancora Holdings, Inc.

(10)Investment is held in NMF Permian Holdings, LLC.

(11)Investment is held in NMF HB, Inc.

(12)Investment is held in NMF OEC, Inc.

(13)Investment is held in NMF Pioneer, Inc.

(14)Investment is held in NMF TRM, LLC.

(15)The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4. Fair Value, for details.

(16)Investment is denominated in foreign currency and is translated into U.S. dollars as of the valuation date. As of December 31, 2022, the par value U.S. dollar equivalent of the first lien term loan, and drawn first lien term loan is $15,562 and $13,941, respectively. See Note 2. Summary of Significant Accounting Policies, for details.

(17)Par amount is denominated in United States Dollar unless otherwise noted, British Pound ("£") and/or Euro ("€").

(18)Par value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.

(19)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (L), the Prime Rate (P), the Sterling Overnight Interbank Average Rate (SONIA), Secured Overnight Financing Rate (SOFR), Euro Interbank Offered Rate (EURIBOR) and the alternative base rate (Base) and which resets daily (D), weekly (W), monthly (M), quarterly (Q), semi-annually (S) or annually (A). For each investment the current interest rate provided reflects the rate in effect as of December 31, 2022.

(20)The Company holds investments in Education Management Corporation and one related entity of Education Management Corporation. The Company holds series A-1 convertible preferred stock and common stock in Education Management Corporation and holds tranche A first lien term loans and a tranche B first lien term loan in Education Management II LLC, which is an indirect subsidiary of Education Management Corporation.

(21)The Company holds investments in multiple entities of Haven Midstream Holdings LLC. The Company holds 4.6% of the Class B profits interest in QID NGL, LLC (which at closing represented 97% of the ownership in the class B units in QID TRH Holdings, LLC), class A common units of Haven Midstream Holdings LLC., and holds a first lien revolver in Haven Midstream Holdings LLC.

(22)The Company holds preferred equity in OEC Holdco, LLC, and two second lien term loans in OEConnection LLC, a wholly-owned subsidiary of OEC Holdco, LLC. The preferred equity is entitled to receive prefenential dividends of 11.00% per annum.

(23)The Company holds investments in two wholly-owned subsidiaries of Appriss Health Holdings, Inc. The company holds a first lien term loan and a first lien revolver in Appriss Health, LLC, and preferred equity in Appriss Health Intermediate Holdings, Inc. The preferred equity is entitled to receive preferential dividends at a rate of 11.00% per annum.

(24)The Company holds ordinary shares in TVG-Edmentum Holdings, LLC, and subordinated notes in Edmentum Ultimate Holdings, LLC, a wholly-owned subsidiary of TVG-Edmentum Holdings, LLC. The ordinary shares are entitled to receive cumulative preferential dividends at a rate of 12.0% per annum.

(25)The Company holds preferred equity in UniTek Global Services, Inc. that is entitled to receive cumulative preferential dividends at a rate of 13.5% per annum payable in additional shares.

(26)The Company holds preferred equity in UniTek Global Services, Inc. that is entitled to receive cumulative preferential dividends at a rate of 19.0% per annum payable in additional shares.

(27)The Company holds preferred equity in UniTek Global Services, Inc. that is entitled to received cumulative preferential dividends at a rate of 20.0% per annum payable in additional shares.

(28)The Company holds ordinary shares and warrants in NHME Holdings Corp., as well as a Tranche A Term Loan and Tranche B Term Loan in National HME, Inc., a whollyowned subsidiary of NHME Holdings Corp.

(29)The Company holds preferred equity in Bach Special Limited (Bach Preference Limited) that is entitled to receive cumulative preferential dividends at a rate of 12.25% per annum payable in additional shares.

(30)The Company holds preferred equity in Dealer Tire Holdings, LLC that is entitled to receive cumulative preferential dividends at a rate of 7.00% per annum.

(31)The Company holds preferred equity in Symplr Software Intermediate Holdings, Inc. that is entitled to receive cumulative preferential dividends at a rate of L + 10.50% per annum.

The accompanying notes are an integral part of these consolidated financial statements.

57

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

(32)The Company holds ordinary shares in New Benevis Topco, LLC, and holds first lien last out term loans and subordinated notes in New Benevis Holdco Inc., a wholly-owned subsidiary of New Benevis Topco, LLC.

(33)The Company holds ordinary shares in AAC Lender Holdings, LLC and a first lien term loan, first lien revolver and subordinated notes in American Achievement Corporation, a partially-owned subsidiary of AAC Lender Holdings, LLC.

(34)The Company holds preferred equity in Project Essential Super Parent, LLC that is entitled to receive cumulative preferential dividends at a rate of L + 9.50% per annum.

(35)The Company holds investments in two wholly-owned subsidiary of Diamond Parent Holdings Corp. The Company holds three first lien term loans and a first lien revolver in Diligent Corporation and preferred equity in Diligent Preferred Issuer Inc. The preferred equity in Diligent Preferred Issuer Inc. is entitled to receive cumulative preferential dividends at a rate 10.50% per annum.

(36)The Company holds investments in ACI Parent Inc. and a wholly-owned subsidiary of ACI Parent Inc. The Company holds a first lien term loan, a first lien delayed draw and a first lien revolver in ACI Group Holdings, Inc. and preferred equity in ACI Parent Inc. The preferred equity in ACI Parent Inc. is entitled to receive cumulative preferential dividends at a rate of 11.75% per annum.

(37)The Company holds preferred equity in HB Wealth Management, LLC that is entitled to receive cumulative preferential dividends at a rate of 4.00% per annum.

(38)The Company holds ordinary shares in FS WhiteWater Holdings, LLC, and a first lien term loan, a first lien revolver, and two first lien delayed draws in FS WhiteWater Borrower, LLC, a partially-owned subsidiary of FS WhiteWater Holdings, LLC.

(39)The Company holds ordinary shares in Pioneer Topco I, L.P., and a first lien term loan and a first lien revolver in Pioneer Buyer I, LLC, a wholly-owned subsidiary of Pioneer Topco I, L.P.

(40)The Company holds ordinary shares in OA Topco, L.P., and a first lien term loan and a first lien revolver in OA Buyer, Inc., a wholly-owned subsidiary of OA Topco, L.P.

(41)The Company holds preferred equity in Knockout Intermediate Holdings I Inc. and a first lien term loan, a first lien revolver and a first lien delayed draw in Kaseya, Inc., a wholly-owned subsidiary of Knockout Intermediate Holdings I Inc. The preferred equity is entitled to received cumulative preferential dividends at a rate of 11.75% per annum.

(42)Investment or a portion of the investment is on non-accrual status. See Note 3. Investments, for details.

(43)The Company holds one security purchased under a collateralized agreement to resell on its Consolidated Statement of Assets and Liabilities with a cost basis of $30,000 and a fair value of $16,539 as of December 31, 2022. See Note 2. Summary of Significant Accounting Policies, for details.

(44)Denotes investments in which the Company is an “Affiliated Person”, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), due to owning or holding the power to vote 5.0% or more of the outstanding voting securities of the investment but not controlling the company. Fair value as of December 31, 2022 and December 31, 2021 along with transactions during the year ended December 31, 2022 in which the issuer was a non-controlled/affiliated investment is as follows:

Portfolio Company	Fair Value at December 31, 2021		Gross<br>Additions (A)		Gross<br>Redemptions<br>(B)		Net Change In Unrealized Appreciation (Depreciation)		Fair Value at December 31, 2022		Net Realized Gains (Losses)		Interest<br>Income		Dividend<br>Income		Other<br>Income
Permian Holdco 3, Inc. / Permian Trust	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Sierra Hamilton Holdings Corporation	4,000		—		—		—		4,000		—		—		—		—
TVG-Edmentum Holdings, LLC / Edmentum Ultimate Holdings, LLC	130,775		5,168		—		(9,156)		126,787		—		2,105		4,109		250
Total Non-Controlled/Affiliated Investments	$	134,775	$	5,168	$	—	$	(9,156)	$	130,787	$	—	$	2,105	$	4,109	$	250

(A)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, payment-in-kind (“PIK”) interest or dividends, the amortization of discounts, reorganizations or restructurings and the movement at fair value of an existing portfolio company into this category from a different category.

(B)Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, reorganizations or restructurings and the movement of an existing portfolio company out of this category into a different category.

The accompanying notes are an integral part of these consolidated financial statements.

58

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

(45)    Denotes investments in which the Company is in “Control”, as defined in the 1940 Act, due to owning or holding the power to vote more than 25.0% of the outstanding voting securities of the investment. Fair value as of December 31, 2022 and December 31, 2021 along with transactions during the year ended December 31, 2022 in which the issuer was a controlled investment, is as follows:

Portfolio Company	Fair Value at December 31, 2021		Gross<br>Additions<br>(A)		Gross<br>Redemptions<br>(B)		Net Change In<br>Unrealized<br>Appreciation<br>(Depreciation)		Fair Value at December 31, 2022		Net Realized Gains (Losses)		Interest<br>Income		Dividend<br>Income		Other<br>Income
Edmentum Inc.	$	—	$	—	$	—	$	—	$	—	$	54	$	—	$	—	$	—
National HME, Inc./NHME Holdings Corp.	27,347		(8,161)		—		(13,805)		5,381		—		(9,661)		—		(1,500)
New Benevis Topco, LLC / New Benevis Holdco, Inc.	109,595		5,914		—		(1,363)		114,146		—		8,057		—		1,500
New Permian Holdco, Inc. / New Permian Holdco, L.L.C.	34,759		7,805		—		15,000		57,564		—		4,504		—		511
NM APP CANADA CORP	9,422		—		(7,345)		(2,077)		—		4,212		—		620		713
NM APP US LLC	14,891		—		(5,080)		(9,811)		—		4,489		—		255		483
NM CLFX LP	24,676		—		—		(8,504)		16,172		—		—		1,596		—
NM DRVT LLC	7,984		—		(5,152)		(2,832)		—		3,439		—		173		475
NM JRA LLC	3,996		—		(2,043)		(1,953)		—		2,049		—		72		188
NM GLCR LP	50,687		—		(14,750)		(35,937)		—		35,713		—		400		2,150
NM KRLN LLC	244		97		(9,319)		8,978		—		(9,318)		—		—		—
NM NL Holdings, L.P.	107,870		53		(10,885)		(2,733)		94,305		—		—		8,453		—
NM GP Holdco, LLC	1,197		1		(138)		(32)		1,028		—		—		94		—
NM YI LLC	8,286		—		—		1,195		9,481		—		—		828		—
NMFC Senior Loan Program III LLC	140,000		—		—		—		140,000		—		—		17,485		—
NMFC Senior Loan Program IV LLC	112,400		—		—		—		112,400		—		—		13,173		—
Haven Midstream LLC / Haven Midstream Holdings LLC / QID TRH Holdings LLC	34,821		3,865		(38,685)		35,787		35,788		12,802		6,316		—		1,902
UniTek Global Services, Inc.	67,635		13,378		(1,549)		24,306		103,770		—		4,738		4,363		724
Total Controlled Investments	$	755,810	$	22,952	$	(94,946)	$	6,219	$	690,035	$	53,440	$	13,954	$	47,512	$	7,146

(A)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of discounts, reorganizations or restructurings and the movement of an existing portfolio company into this category from a different category.

(B)Gross redemptions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, reorganizations or restructurings and the movement of an existing portfolio company out of this category into a different category.

*    All or a portion of interest contains PIK interest.

**    Indicates assets that the Company deems to be “non-qualifying assets” under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70.0% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2022, 15.3% of the Company’s total assets are represented by investments at fair value that are considered non-qualifying assets.

The accompanying notes are an integral part of these consolidated financial statements.

59

Table of Contents

New Mountain Finance Corporation

Consolidated Schedule of Investments (Continued)

December 31, 2022

(in thousands, except shares)

	December 31, 2022
Investment Type	Percent of Total Investments at Fair Value
First lien	54.45	%
Second lien	17.42	%
Subordinated	2.38	%
Equity and other	25.75	%
Total investments	100.00	%
	December 31, 2022
---	---	---
Industry Type	Percent of Total<br>Investments at Fair Value
Software	27.85	%
Business Services	18.39	%
Healthcare	17.01	%
Investment Funds (includes investments in joint ventures)	7.84	%
Education	7.43	%
Consumer Services	3.85	%
Net Lease	3.76	%
Distribution & Logistics	3.18	%
Financial Services	2.98	%
Energy	1.91	%
Specialty Chemicals & Materials	1.87	%
Information Technology	1.81	%
Packaging	1.26	%
Consumer Products	0.64	%
Business Products	0.22	%
Total investments	100.00	%
	December 31, 2022
---	---	---
Interest Rate Type	Percent of Total<br>Investments at Fair Value
Floating rates	88.53	%
Fixed rates	11.47	%
Total investments	100.00	%

The accompanying notes are an integral part of these consolidated financial statements.

60

Table of Contents

Notes to the Consolidated Financial Statements of

New Mountain Finance Corporation

September 30, 2023

(in thousands, except share data)

(unaudited)

Note 1. Formation and Business Purpose

New Mountain Finance Corporation (“NMFC” or the “Company”) is a Delaware corporation that was originally incorporated on June 29, 2010 and completed its initial public offering ("IPO") on May 19, 2011. NMFC is a closed-end, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). NMFC has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Since NMFC’s IPO, and through September 30, 2023, NMFC has raised approximately $952,242 in net proceeds from additional offerings of its common stock.

New Mountain Finance Advisers BDC, L.L.C. (the “Investment Adviser”) is a wholly-owned subsidiary of New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, "New Mountain Capital") whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles and a minority investor. New Mountain Capital is a global investment firm with approximately $45 billion of assets under management and a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net lease investment strategies. The Investment Adviser manages the Company's day-to-day operations and provides it with investment advisory and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to the Company's. New Mountain Finance Administration, L.L.C. (the "Administrator”), a wholly-owned subsidiary of New Mountain Capital, provides the administrative services necessary to conduct the Company's day-to-day operations.

The Company has established the following wholly-owned direct and indirect subsidiaries:

•New Mountain Finance Holdings, L.L.C. ("NMF Holdings") and New Mountain Finance DB, L.L.C. ("NMFDB"), whose assets are used to secure NMF Holdings’ credit facility and NMFDB’s credit facility, respectively;

•New Mountain Finance SBIC, L.P. ("SBIC I")  and New Mountain Finance SBIC II, L.P. ("SBIC II"), who have received licenses from the U.S. Small Business Administration ("SBA") to operate as small business investment companies ("SBICs") under Section 301(c) of the Small Business Investment Act of 1958, as amended (the "1958 Act"), and their general partners, New Mountain Finance SBIC G.P., L.L.C. ("SBIC I GP"), and New Mountain Finance SBIC II G.P., L.L.C. ("SBIC II GP"), respectively;

•NMF Ancora Holdings, Inc. ("NMF Ancora"), NMF QID NGL Holdings, Inc. ("NMF QID"), NMF YP Holdings, Inc. ("NMF YP"), NMF Permian Holdings, LLC ("NMF Permian"), NMF HB, Inc. ("NMF HB"), NMF TRM, LLC ("NMF TRM"), NMF Pioneer, Inc. ("NMF Pioneer") and NMF OEC, Inc. ("NMF OEC"), which are treated as corporations for U.S. federal income tax purposes and are intended to facilitate our compliance with the requirements to be treated as a RIC under the Code by holding equity or equity related investments in portfolio companies organized as limited liability companies (or other forms of pass-through entities); the Company consolidates these corporations for accounting purposes but the corporations are not consolidated for U.S. federal income tax purposes and may incur U.S. federal income tax expense as a result of their ownership of the portfolio companies; and

•New Mountain Finance Servicing, L.L.C. ("NMF Servicing"), which serves as the administrative agent on certain investment transactions.

New Mountain Net Lease Corporation ("NMNLC") is a majority-owned consolidated subsidiary of the Company, which acquires commercial real estate properties that are subject to "triple net" leases and has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a real estate investment trust, or REIT, within the meaning of Section 856(a) of the Code.

NMFC is a leading BDC focused on providing direct lending solutions to U.S. upper middle market companies backed by top private equity sponsors. The Company’s investment objective is to generate current income and capital appreciation through the sourcing and origination of senior secured loans and select junior capital positions, to growing businesses in defensive industries that offer attractive risk-adjusted returns. The Company’s differentiated investment approach leverages the deep sector knowledge and operating resources of New Mountain Capital.

Senior secured loans may include traditional first lien loans or unitranche loans. The Company invests a significant portion of its portfolio in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-

Table of Contents

lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt. Certain unitranche loan investments may include “last-out” positions, which generally heighten the risk of loss. In some cases, the Company’s investments may also include equity interests.

NMFC primarily invests in senior secured debt of U.S. sponsor-backed, middle market companies, defined by annual EBITDA of $10 million to $200 million. The Company focuses on defensive growth businesses that generally exhibit the following characteristics: (i) acyclicality, (ii) sustainable secular growth drivers, (iii) niche market dominance and high barriers to competitive entry, (iv) recurring revenue and strong free cash flow, (v) flexible cost structures and (vi) seasoned management teams.

Similar to the Company, the investment objective of SBIC I and SBIC II is to generate current income and capital appreciation under the investment criteria used by the Company. However, SBIC I and SBIC II investments must be in SBA eligible small businesses. The Company’s portfolio may be concentrated in a limited number of industries. As of September 30, 2023, the Company’s top five industry concentrations were software, business services, healthcare, investment funds (which includes the Company's investments in its joint ventures) and education.

Note 2. Summary of Significant Accounting Policies

Basis of accounting—The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification Topic 946, Financial Services—Investment Companies (“ASC 946”). The Company consolidates its wholly-owned direct and indirect subsidiaries: NMF Holdings, NMFDB, NMF Servicing, SBIC I, SBIC I GP, SBIC II, SBIC II GP, NMF Ancora, NMF QID, NMF YP, NMF Permian, NMF HB, NMF TRM, NMF Pioneer and NMF OEC and its majority-owned consolidated subsidiary: NMNLC. For majority-owned consolidated subsidiaries, the third-party equity interest is referred to as non-controlling interest. The net income attributable to non-controlling interests for such subsidiaries is presented as “Net increase (decrease) in net assets resulting from operations related to non-controlling interest” in the Company’s Consolidated Statements of Operations. The portion of shareholders' equity that is attributable to non-controlling interests for such subsidiaries is presented as “Non-controlling interest”, a component of total equity, on the Company’s Consolidated Statements of Assets and Liabilities.

The Company’s consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition for all periods presented. All intercompany transactions have been eliminated. Revenues are recognized when earned and expenses when incurred. The financial results of the Company’s portfolio investments are not consolidated in the financial statements.

The Company’s interim consolidated financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-Q and Article 6 or 10 of Regulation S-X. Accordingly, the Company’s interim consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2023.

Investments—The Company applies fair value accounting in accordance with GAAP. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investments are reflected on the Company’s Consolidated Statements of Assets and Liabilities at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the Company’s Consolidated Statements of Operations as “Net change in unrealized appreciation (depreciation) of investments” and realizations on portfolio investments reflected in the Company’s Consolidated Statements of Operations as “Net realized gains (losses) on investments”.

The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, the Company’s board of directors is ultimately and solely responsible for determining the fair value of the portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where its portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. The Company’s quarterly valuation procedures are set forth in more detail below:

(1)Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.

(2)Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.

Table of Contents

a.Bond quotes are obtained through independent pricing services. Internal reviews are performed by the investment professionals of the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and, if so, the quote is used. If the Investment Adviser is unable to sufficiently validate the quote(s) internally and if the investment’s par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and

b.For investments other than bonds, the Company looks at the number of quotes readily available and performs the following procedures:

i.Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. The Company will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the Company will use one or more of the methodologies outlined below to determine fair value; and

ii.Investments for which one quote is received from a pricing service are validated internally. The investment professionals of the Investment Adviser analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. If the Investment Adviser is unable to sufficiently validate the quote internally and if the investment’s par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).

(3)Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:

a.Each portfolio company or investment is initially valued by the investment professionals of the Investment Adviser responsible for the credit monitoring;

b.Preliminary valuation conclusions will then be documented and discussed with the Company’s senior management;

c.If an investment falls into (3) above for four consecutive quarters and if the investment’s par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which the Company does not have a readily available market quotation will be reviewed by an independent valuation firm engaged by the Company’s board of directors; and

d.When deemed appropriate by the Company’s management, an independent valuation firm may be engaged to review and value investment(s) of a portfolio company, without any preliminary valuation being performed by the Investment Adviser. The investment professionals of the Investment Adviser will review and validate the value provided.

For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of a commitment not completely funded may result in a negative fair value until it is called and funded.

The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period and the fluctuations could be material.

See Note 3. Investments, for further discussion relating to investments.

New Mountain Net Lease Corporation

NMNLC was formed to acquire commercial real estate properties that are subject to "triple net" leases. NMNLC's investments are disclosed on the Company's Consolidated Schedule of Investments as of September 30, 2023.

On March 30, 2020, an affiliate of the Investment Adviser purchased directly from NMNLC 105,030 shares of NMNLC’s common stock at a price of $107.73 per share, which represented the net asset value per share of NMNLC at the date of purchase, for an aggregate purchase price of approximately $11,315. Immediately thereafter, NMNLC redeemed

Table of Contents

105,030 shares of its common stock held by NMFC in exchange for a promissory note with a principal amount of $11,315 and a 7.0% interest rate, which was repaid by NMNLC to NMFC on March 31, 2020.

Below is certain summarized property information for NMNLC as of September 30, 2023:

		Lease		Total	Fair Value as of
Portfolio Company	Tenant	Expiration Date	Location	Square Feet	September 30, 2023(1)
NM NL Holdings LP / NM GP Holdco LLC	Various	Various	Various	Various	$	96,933
NM CLFX LP	Victor Equipment Company	8/31/2033	TX	423	11,692
NM YI, LLC	Young Innovations, Inc.	10/31/2039	IL / MO	212	9,449
					$	118,074

(1)Excludes residual value in NM APP Canada Corp. due to tax withholding. As of September 30, 2023, NM APP Canada Corp. had a fair value of $7.

Collateralized agreements or repurchase financings—The Company follows the guidance in Accounting Standards Codification Topic 860, Transfers and Servicing—Secured Borrowing and Collateral (“ASC 860”), when accounting for transactions involving the purchases of securities under collateralized agreements to resell (resale agreements). These transactions are treated as collateralized financing transactions and are recorded at their contracted resale or repurchase amounts, as specified in the respective agreements. Interest on collateralized agreements is accrued and recognized over the life of the transaction and included in interest income. As of September 30, 2023 and December 31, 2022, the Company held one collateralized agreement to resell with a cost basis of $30,000 and $30,000, respectively, and a fair value of $16,500 and $16,539, respectively. The collateralized agreement to resell is on non-accrual. The collateralized agreement to resell is guaranteed by a private hedge fund, PPVA Fund, L.P. The private hedge fund is currently in liquidation under the laws of the Cayman Islands. Pursuant to the terms of the collateralized agreement, the private hedge fund was obligated to repurchase the collateral from the Company at the par value of the collateralized agreement. The private hedge fund has breached its agreement to repurchase the collateral under the collateralized agreement. The default by the private hedge fund did not release the collateral to the Company, and therefore, the Company does not have full rights and title to the collateral. A claim has been filed with the Cayman Islands joint official liquidators to resolve this matter. The joint official liquidators have recognized the Company’s contractual rights under the collateralized agreement. The Company continues to exercise its rights under the collateralized agreement and continues to monitor the liquidation process of the private hedge fund. The fair value of the collateralized agreement to resell is reflective of the increased risk of the position.

Cash and cash equivalents—Cash and cash equivalents include cash and short-term, highly liquid investments. The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and so near maturity that there is insignificant risk of changes in value. These securities have original maturities of three months or less. The Company did not hold any cash equivalents as of September 30, 2023 and December 31, 2022.

Revenue recognition

Sales and paydowns of investments:  Realized gains and losses on investments are determined on the specific identification method.

Interest and dividend income:  Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectability. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. The Company has loans and certain preferred equity investments in the portfolio that contain a payment-in-kind (“PIK”) interest or dividend provision. PIK interest and dividends are accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest and dividends are added to the principal or share balances on the capitalization dates and are generally due at maturity or when redeemed by the issuer. For the three and nine months ended September 30, 2023, the Company recognized PIK and non-cash interest from investments of $7,917 and $24,807, respectively, and PIK and non-cash dividends from investments of $6,988 and $20,225, respectively. For the three and nine months ended September 30, 2022, the Company recognized PIK and non-cash interest from investments of $6,193 and $21,993, respectively, and PIK and non-cash dividends from investments of $5,995 and $16,338, respectively.

Dividend income on common equity is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Dividend income on preferred securities is recorded as dividend income on an accrual basis to the extent that such amounts are deemed collectible.

Table of Contents

Non-accrual income:  Investments are placed on non-accrual status when principal or interest payments are past due for 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest or dividends are reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment of the ultimate collectibility. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current.

Other income:  Other income represents delayed compensation, consent or amendment fees, revolver fees, structuring fees, upfront fees and other miscellaneous fees received and are typically non-recurring in nature. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after the trade date. Other income may also include fees from bridge loans. The Company may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received by the Company for providing such commitments. Structuring fees and upfront fees are recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable.

Interest and other financing expenses—Interest and other financing fees are recorded on an accrual basis by the Company. See Note 7. Borrowings, for details.

Deferred financing costs—The deferred financing costs of the Company consist of capitalized expenses related to the origination and amending of the Company’s borrowings. The Company amortizes these costs into expense over the stated life of the related borrowing. See Note 7. Borrowings, for details.

Deferred offering costs—The Company's deferred offering costs consist of fees and expenses incurred in connection with equity offerings and the filing of shelf registration statements. Upon the issuance of shares, offering costs are charged as a direct reduction to net assets. Deferred offering costs are included in other assets on the Company's Consolidated Statements of Assets and Liabilities.

Income taxes—The Company has elected to be treated, and intends to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, the Company is not subject to U.S. federal income tax on the portion of taxable income and gains timely distributed to its stockholders.

To continue to qualify and be subject to tax treatment as a RIC, the Company is required to meet certain income and asset diversification tests in addition to timely distributing at least 90.0% of its investment company taxable income, as defined by the Code. Since U.S. federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes.

Differences between taxable income and the results of operations for financial reporting purposes may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for U.S. federal income tax purposes.

For U.S. federal income tax purposes, distributions paid to stockholders of the Company are reported as ordinary income, return of capital, long term capital gains or a combination thereof.

The Company will be subject to a 4.0% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of its respective net ordinary income earned for the calendar year and (2) 98.2% of its respective capital gain net income for the one-year period ending October 31 in the calendar year.

Certain consolidated subsidiaries of the Company are subject to U.S. federal and state income taxes. These taxable entities are not consolidated for U.S. federal income tax purposes and may generate income tax liabilities or assets from permanent and temporary differences in the recognition of items for financial reporting and U.S. federal income tax purposes.

For the three and nine months ended September 30, 2023, the Company recognized a total income tax benefit (provision) of approximately $918 and $(335), respectively, for the Company’s consolidated subsidiaries. For the three and nine months ended September 30, 2023, the Company recorded a current income tax (benefit) expense of approximately $(627) and $401, respectively, and deferred income tax benefit of approximately $291 and $66, respectively. For the three and nine months ended September 30, 2022, the Company recognized a total income tax benefit (provision) of approximately $43 and $(122), respectively, for the Company’s consolidated subsidiaries. For the three and nine months ended September 30, 2022, the Company recorded a current income tax benefit of approximately $13 and $5, respectively, and deferred income tax benefit (provision) of approximately $30 and $(127), respectively.

Table of Contents

As of September 30, 2023 and December 31, 2022, the Company had $2,790 and $8,487, respectively, of deferred tax liabilities primarily relating to deferred taxes attributable to certain differences between the computation of income for U.S. federal income tax purposes as compared to GAAP.

Based on its analysis, the Company has determined that there were no uncertain income tax positions that do not meet the more likely than not threshold as defined by Accounting Standards Codification Topic 740, Income Taxes ("ASC 740") through December 31, 2022. The 2019 through 2022 tax years remain subject to examination by the U.S. federal, state, and local tax authorities.

Distributions—Distributions to common stockholders of the Company are recorded on the record date as set by the board of directors. The Company intends to make distributions to its stockholders that will be sufficient to enable the Company to maintain its status as a RIC. The Company intends to distribute approximately all of its net investment income (see Note 5. Agreements, for details) on a quarterly basis and substantially all of its taxable income on an annual basis, except that the Company may retain certain net capital gains for reinvestment.

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any distributions declared on behalf of its stockholders, unless a stockholder elects to receive cash.

The Company applies the following in implementing the dividend reinvestment plan. If the price at which newly issued shares are to be credited to stockholders' accounts is equal to or greater than 110.0% of the last determined net asset value of the shares, the Company will use only newly issued shares to implement its dividend reinvestment plan. Under such circumstances, the number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the distribution payable to such stockholder by the market price per share of the Company's common stock on the NASDAQ Global Select Market (the "NASDAQ") on the distribution payment date. Market price per share on that date will be the closing price for such shares on the NASDAQ or, if no sale is reported for such day, the average of their electronically reported bid and ask prices.

If the price at which newly issued shares are to be credited to stockholders' accounts is less than 110.0% of the last determined net asset value of the shares, the Company will either issue new shares or instruct the plan administrator to purchase shares in the open market to satisfy the additional shares required. Shares purchased in open market transactions by the plan administrator will be allocated to a stockholder based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market. The number of shares of the Company's common stock to be outstanding after giving effect to payment of the distribution cannot be established until the value per share at which additional shares will be issued has been determined and elections of the Company's stockholders have been tabulated.

Stock repurchase program—On February 4, 2016, the Company's board of directors authorized a program for the purpose of repurchasing up to $50,000 worth of the Company's common stock (the "Repurchase Program"). Under the Repurchase Program, the Company was permitted, but was not obligated, to repurchase its outstanding common stock in the open market from time to time provided that it complied with the Company's code of ethics and the guidelines specified in Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including certain price, market volume and timing constraints. In addition, any repurchases were conducted in accordance with the 1940 Act. On December 22, 2022, the Company's board of directors extended the Company's Repurchase Program and the Company expects the Repurchase Program to be in place until the earlier of December 31, 2023 or until $50,000 of its outstanding shares of common stock have been repurchased. During the three and nine months ended September 30, 2023 and September 30, 2022 , the Company did not repurchase any shares of the Company's common stock. The Company previously repurchased $2,948 outstanding shares of its common stock under the Repurchase Program.

Earnings per share—The Company's earnings per share ("EPS") amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. Basic EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares of common stock outstanding during the period of computation. Diluted EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares of common stock assuming all potential shares had been issued, and its related net impact to net assets accounted for, and the additional shares of common stock were dilutive. Diluted EPS reflects the potential dilution, using the as-if-converted method for convertible debt, which could occur if all potentially dilutive securities were exercised.

Foreign securities—The accounting records of the Company are maintained in U.S. dollars. Investment securities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies on the respective dates of the transactions. The Company isolates that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with "Net change in

Table of Contents

unrealized appreciation (depreciation)" and "Net realized gains (losses)" in the Company's Consolidated Statements of Operations.

Investments denominated in foreign currencies may be negatively affected by movements in the rate of exchange between the U.S. dollar and such foreign currencies. This movement is beyond the control of the Company and cannot be predicted.

Use of estimates—The preparation of the Company's consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Company's consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Changes in the economic environment, financial markets, and other metrics used in determining these estimates could cause actual results to differ from the estimates used, and the differences could be material.

Note 3. Investments

At September 30, 2023, the Company's investments consisted of the following:

Investment Cost and Fair Value by Type

	Cost		Fair Value
First lien	$	1,759,410	$	1,691,480
Second lien	567,583		529,613
Subordinated	95,993		86,238
Equity and other	745,733		804,572
Total investments	$	3,168,719	$	3,111,903

Investment Cost and Fair Value by Industry

	Cost		Fair Value
Software	$	831,652	$	820,492
Business Services	606,262		540,834
Healthcare	560,096		535,665
Investment Funds (includes investments in joint ventures)	252,400		252,400
Education	221,749		249,225
Consumer Services	163,407		161,335
Net Lease	95,782		118,081
Distribution & Logistics	110,807		104,712
Financial Services	102,058		102,875
Energy	59,872		63,935
Information Technology	58,688		59,189
Packaging	42,964		38,814
Specialty Chemicals & Materials	26,046		27,804
Consumer Products	20,622		19,014
Business Products	10,772		10,788
Food & Beverage	5,542		6,740
Total investments	$	3,168,719	$	3,111,903

Table of Contents

At December 31, 2022, the Company’s investments consisted of the following:

Investment Cost and Fair Value by Type

	Cost		Fair Value
First lien	$	1,816,091	$	1,753,967
Second lien	632,990		561,207
Subordinated	85,774		76,659
Equity and other	725,112		829,414
Total investments	$	3,259,967	$	3,221,247

Investment Cost and Fair Value by Industry

	Cost		Fair Value
Software	$	916,259	$	897,008
Business Services	661,079		592,868
Healthcare	586,311		548,383
Investment Funds (includes investments in joint ventures)	252,400		252,400
Education	200,117		239,301
Consumer Services	126,392		123,880
Net Lease	96,041		120,986
Distribution & Logistics	111,096		102,410
Financial Services	96,021		95,839
Energy	55,507		61,564
Specialty Chemicals & Materials	25,363		60,268
Information Technology	58,638		58,165
Packaging	43,124		40,547
Consumer Products	20,850		20,624
Business Products	10,769		7,004
Total investments	$	3,259,967	$	3,221,247

During the third quarter of 2022, the Company placed its first lien term loan and first lien delayed draw term loan positions in Ansira Holdings, Inc. ("Ansira") on non-accrual status. As of September 30, 2023, the Company's positions in Ansira on non-accrual status had an aggregate cost basis of $41,152, an aggregate fair value of $1,993 and total unearned interest income of $94 and $3,904, respectively, for the three and nine months then ended.

As of September 30, 2023, the Company's aggregate principal amount of its second lien term loan in Integro Parent Inc. ("Integro") was $13,074. During the second quarter of 2022, the Company placed an aggregate principal amount of $4,576 of its second lien position on non-accrual status, that was subsequently taken off non-accrual status in the third quarter of 2023. As of September 30, 2023, the Company's position in Integro had total unearned interest income of $0 and $352, respectively, for the three and nine months then ended.

During the second quarter of 2022, the Company placed its second lien positions in National HME, Inc. ("National HME") on non-accrual status. As of September 30, 2023, the Company's second lien position in National HME had an aggregate cost basis of $7,872, an aggregate fair value of $3,000 and total unearned interest income of $463 and $1,315, respectively, for the three and nine months then ended. During the fourth quarter of 2022, the Company reversed $11,236 of previously recorded PIK interest in National HME and $1,500 of previously recorded other income in NHME Holdings Corp. as the Company believes this PIK interest and other income will ultimately not be collectible.

As of September 30, 2023, the Company's aggregate principal amount of its subordinated position and first lien term loans in American Achievement Corporation ("AAC") was $5,230 and $31,406, respectively. During the first quarter of 2021, the Company placed an aggregate principal amount of $5,230 of its subordinated position on non-accrual status. During the third quarter of 2021, the Company placed an initial aggregate principal amount of $13,479 of its first lien term loans on non-accrual status. During the third quarter of 2023, the Company placed the remaining aggregate principal amount of $17,927 of its

68

Table of Contents

first lien term loans on non-accrual status. As of September 30, 2023, the Company's positions in AAC on non-accrual status had an aggregate cost basis of $31,369, an aggregate fair value of $20,586 and total unearned interest income of $1,103 and $2,199, respectively, for the three and nine months then ended.

During the first quarter of 2020, the Company placed its junior preferred shares in UniTek Global Services, Inc. ("UniTek") on non-accrual status. As of September 30, 2023, the Company's junior preferred shares in UniTek had an aggregate cost basis of $34,393, an aggregate fair value of $0 and total unearned dividend income of $1,945 and $5,646, for the three and nine months then ended. During the third quarter of 2021, the Company placed an aggregate principal amount of $19,795 of its investment in the senior preferred shares of UniTek on non-accrual status. As of September 30, 2023, the Company's senior preferred shares in UniTek had an aggregate cost basis of $19,795, an aggregate fair value of approximately $5,927 and total unearned dividend income of approximately $1,432 and $4,105, respectively, for the three and nine months then ended.

During the first quarter of 2018, the Company placed its first lien positions in Education Management II LLC ("EDMC") on non-accrual status as EDMC announced its intention to wind down and liquidate the business. As of September 30, 2023, the Company's investment in EDMC, which was placed on non-accrual status, represented an aggregate cost basis of $953, an aggregate fair value of $0 and total unearned interest income of $22 and $62, respectively, for the three and nine months then ended.

As of September 30, 2023, the Company had unfunded commitments on revolving credit facilities and bridge facilities of $108,985 and $0, respectively. As of September 30, 2023, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $63,799. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company’s Consolidated Schedule of Investments as of September 30, 2023.

As of December 31, 2022, the Company had unfunded commitments on revolving credit facilities and bridge facilities of $100,315 and $0, respectively. As of December 31, 2022, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $123,748. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company’s Consolidated Schedule of Investments as of December 31, 2022.

PPVA Black Elk (Equity) LLC

On May 3, 2013, the Company entered into a collateralized securities purchase and put agreement (the “SPP Agreement”) with a private hedge fund. Under the SPP Agreement, the Company purchased twenty million Class E Preferred Units of Black Elk Energy Offshore Operations, LLC (“Black Elk”) for $20,000 with a corresponding obligation of the private hedge fund, PPVA Black Elk (Equity) LLC, to repurchase the preferred units for $20,000 plus other amounts due under the SPP Agreement. The majority owner of Black Elk was the private hedge fund. In August 2014, the Company received a payment of $20,540, the full amount due under the SPP Agreement.

In August 2017, a trustee (the “Trustee”) for Black Elk informed the Company that the Trustee intended to assert a fraudulent conveyance claim (the “Claim”) against the Company and one of its affiliates seeking the return of the $20,540 repayment. Black Elk filed a Chapter 11 bankruptcy petition pursuant to the U.S. Bankruptcy Code in August 2015. The Trustee alleged that individuals affiliated with the private hedge fund conspired with Black Elk and others to improperly use proceeds from the sale of certain Black Elk assets to repay, in August 2014, the private hedge fund’s obligation to the Company under the SPP Agreement. The Company was unaware of these claims at the time the repayment was received. The private hedge fund is currently in liquidation under the laws of the Cayman Islands.

On December 22, 2017, the Company settled the Trustee’s $20,540 Claim for $16,000 and filed a claim with the Cayman Islands joint official liquidators of the private hedge fund for $16,000 that is owed to the Company under the SPP Agreement. The SPP Agreement was restored and is in effect since repayment has not been made. The Company continues to exercise its rights under the SPP Agreement and continues to monitor the liquidation process of the private hedge fund. During the year ended December 31, 2018, the Company received a $1,500 payment from its insurance carrier in respect to the settlement. As of September 30, 2023 and December 31, 2022, the SPP Agreement has a cost basis of $14,500 and $14,500, respectively and a fair value of $7,975 and $7,995, respectively, which is reflective of the higher inherent risk in this transaction.

NMFC Senior Loan Program III LLC

NMFC Senior Loan Program III LLC ("SLP III") was formed as a Delaware limited liability company and commenced operations on April 25, 2018. SLP III is structured as a private joint venture investment fund between the Company and SkyKnight Income II, LLC (“SkyKnight II”) and operates under a limited liability company agreement (the "SLP III Agreement"). The purpose of the joint venture is to invest primarily in senior secured loans issued by portfolio companies within the Company's core industry verticals. These investments are typically broadly syndicated first lien loans. All investment decisions must be unanimously approved by the board of managers of SLP III, which has equal representation from the

69

Table of Contents

Company and SkyKnight II. SLP III has a five year investment period and will continue in existence until April 25, 2025. The investment period may be extended for up to one year pursuant to certain terms of the SLP III Agreement.

SLP III is capitalized with equity contributions which are called from its members, on a pro-rata basis based on their equity commitments, as transactions are completed. Any decision by SLP III to call down on capital commitments requires approval by the board of managers of SLP III. As of September 30, 2023, the Company and SkyKnight II have committed and contributed $140,000 and $35,000, respectively, of equity to SLP III. The Company’s investment in SLP III is disclosed on the Company’s Consolidated Schedule of Investments as of September 30, 2023 and December 31, 2022.

On May 2, 2018, SLP III entered into its revolving credit facility with Citibank, N.A., which matures on January 8, 2026. Effective July 8, 2021, the reinvestment period was extended to July 8, 2024. As of the most recent amendment on June 23, 2023, during the reinvestment period, the credit facility bears interest at a rate of the Secured Overnight Financing Rate ("SOFR") plus 1.80%, and after the reinvestment period it will bear interest at a rate of SOFR plus 2.10%. Prior to the amendment on June 23, 2023, the facility bore interest at a rate of London Interbank Offered Rate ("LIBOR") plus 1.60% per annum during the reinvestment period and LIBOR plus 1.90% per annum after the reinvestment period. Effective November 23, 2020, SLP III's revolving credit facility has a maximum borrowing capacity of $525,000. As of September 30, 2023 and December 31, 2022, SLP III had total investments with an aggregate fair value of approximately $656,828 and $639,327, respectively, and debt outstanding under its credit facility of $480,000 and $512,100, respectively. As of September 30, 2023 and December 31, 2022, none of SLP III's investments were on non-accrual. Additionally, as of September 30, 2023 and December 31, 2022, SLP III had unfunded commitments in the form of delayed draws of $720 and $2,948, respectively.

Below is a summary of SLP III's portfolio, along with a listing of the individual investments in SLP III's portfolio as of September 30, 2023 and December 31, 2022:

	September 30, 2023			December 31, 2022
First lien investments (1)	$	681,088		$	690,017
Weighted average interest rate on first lien investments (2)	9.75		%	8.51		%
Number of portfolio companies in SLP III	86			83
Largest portfolio company investment (1)	$	26,178		$	18,197
Total of five largest portfolio company investments (1)	$	93,443		$	85,948

(1)Reflects principal amount or par value of investment.

(2)Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.

70

Table of Contents

The following table is a listing of the individual investments in SLP III's portfolio as of September 30, 2023:

Portfolio Company and Type of Investment	Industry	Reference	Spread	Interest Rate (1)	Maturity Date	Principal Amount or Par Value		Cost		Fair <br>Value (2)
Funded Investments - First lien
ADMI Corp. (aka Aspen Dental)	Healthcare	SOFR(M)	3.75%	9.18%	12/2027	$	2,382	$	2,374	$	2,227
AG Parent Holdings, LLC	Healthcare	SOFR(Q)	5.00%	10.68%	07/2026	9,675		9,653		9,504
Aretec Group, Inc. (fka RCS Capital Corporation)	Financial Services	SOFR(M)	4.50%	9.92%	08/2030	4,924		4,826		4,898
Artera Services, LLC	Distribution & Logistics	SOFR(Q)	3.50%	8.99%	03/2025	5,286		5,270		4,976
Ascensus Group Holdings, Inc.	Business Services	SOFR(M)	3.50%	8.93%	08/2028	4,033		4,017		4,006
AssuredPartners, Inc.	Insurance Services	SOFR(M)	4.25%	9.57%	02/2027	1,980		1,922		1,982
Aston FinCo S.a.r.l. / Aston US Finco, LLC	Software	SOFR(M)	4.25%	9.68%	10/2026	5,790		5,762		5,057
athenahealth Group Inc.	Healthcare	SOFR(M)	3.25%	8.57%	02/2029	6,860		6,620		6,746
BCPE Empire Holdings, Inc.	Distribution & Logistics	SOFR(M)	4.75%	10.07%	12/2028	7,477		7,406		7,486
Bella Holding Company, LLC	Healthcare	SOFR(M)	3.75%	9.17%	05/2028	2,221		2,205		2,212
Bracket Intermediate Holding Corp.	Healthcare	SOFR(Q)	5.00%	10.49%	05/2028	14,289		13,887		14,303
Brave Parent Holdings, Inc.	Software	SOFR(Q)	4.00%	9.52%	04/2025	4,232		4,228		4,230
Brown Group Holding, LLC	Distribution & Logistics	SOFR(Q)	3.75%	9.12%	07/2029	3,999		3,912		4,001
Cardinal Parent, Inc.	Software	SOFR(Q)	4.50%	10.04%	11/2027	9,847		9,662		8,960
CE Intermediate I, LLC	Software	SOFR(Q)	3.50%	9.02%	11/2028	10,838		10,779		10,740
CentralSquare Technologies, LLC	Software	SOFR(Q)	3.75%	9.29%	08/2025	14,287		14,276		13,585
CHA Holdings, Inc.	Business Services	SOFR(Q)	4.50%	10.15%	04/2025	949		949		949
CommerceHub, Inc.	Software	SOFR(Q)	6.25%	11.77%	12/2027	3,980		3,552		3,980
CommerceHub, Inc.	Software	SOFR(Q)	4.00%	9.52%	12/2027	5,673		5,654		5,476
Confluent Health, LLC	Healthcare	SOFR(M)	4.00%	9.43%	11/2028	11,772		11,724		11,242
Confluent Medical Technologies, Inc.	Healthcare	SOFR(Q)	3.75%	9.14%	02/2029	6,895		6,867		6,826
Convey Health Solutions, Inc.	Healthcare	SOFR(Q)	5.25%	10.74%	09/2026	12,870		12,568		11,355
Cornerstone OnDemand, Inc.	Software	SOFR(M)	3.75%	9.18%	10/2028	4,477		4,460		4,270
Covenant Surgical Partners, Inc.	Healthcare	SOFR(Q)	4.00%	9.37%	07/2026	2,000		1,988		1,630
Covenant Surgical Partners, Inc.	Healthcare	SOFR(Q)	4.00%	9.37%	07/2026	9,607		9,565		7,830
CRCI Longhorn Holdings, Inc.	Business Services	SOFR(M)	3.50%	8.93%	08/2025	14,250		14,229		14,241
CVET Midco 2, L.P.	Software	SOFR(Q)	5.00%	10.39%	10/2029	6,930		6,555		6,878
Dealer Tire Financial, LLC	Distribution & Logistics	SOFR(M)	4.50%	9.82%	12/2027	9,652		9,640		9,682
DG Investment Intermediate Holdings 2, Inc.	Business Services	SOFR(M)	3.75%	9.18%	03/2028	7,331		7,311		7,233
Discovery Purchaser Corporation	Specialty Chemicals & Materials	SOFR(Q)	4.38%	9.77%	10/2029	7,047		6,539		6,809
Dispatch Acquisition Holdings, LLC	Industrial Services	SOFR(Q)	4.25%	9.79%	03/2028	15,487		15,127		14,384
EAB Global, Inc.	Education	L(S)	3.50%	9.13%	08/2028	1,107		1,104		1,101
Eagle Parent Corp.	Business Services	SOFR(M)	4.25%	9.64%	04/2029	4,987		4,900		4,863
Eisner Advisory Group LLC	Financial Services	SOFR(M)	5.25%	10.68%	07/2028	2,195		2,115		2,194
Enverus Holdings, Inc. (fka Drilling Info Holdings, Inc.)	Business Services	SOFR(M)	4.25%	9.67%	07/2025	18,054		18,027		17,496
eResearchTechnology, Inc.	Healthcare	SOFR(M)	4.50%	9.93%	02/2027	7,215		7,195		7,086
EyeCare Partners, LLC	Healthcare	SOFR(M)	3.75%	9.18%	02/2027	12,241		12,233		8,798
Foundational Education Group, Inc.	Education	SOFR(Q)	4.25%	9.88%	08/2028	9,625		9,528		9,144
Greenway Health, LLC (fka Vitera Healthcare Solutions, LLC)	Healthcare	SOFR(M)	3.75%	9.18%	02/2024	14,106		14,107		12,837
Groundworks, LLC	Consumer Services	SOFR(Q)	6.50%	11.81%	03/2030	1,337		1,300		1,317
Heartland Dental, LLC	Healthcare	SOFR(M)	5.00%	10.33%	04/2028	14,214		13,679		14,080
Help/Systems Holdings, Inc.	Software	SOFR(Q)	4.00%	9.47%	11/2026	17,929		17,834		17,240
Higginbotham Insurance Agency, Inc.	Business Services	SOFR(M)	5.50%	10.92%	11/2028	9,010		8,959		9,010

71

Table of Contents

Portfolio Company and Type of Investment	Industry	Reference	Spread	Interest Rate (1)	Maturity Date	Principal Amount or Par Value		Cost		Fair <br>Value (2)
HighTower Holding, LLC	Financial Services	SOFR(Q)	4.00%	9.61%	04/2028	$	4,742	$	4,708	$	4,730
Houghton Mifflin Harcourt Company	Education	SOFR(M)	5.25%	10.67%	04/2029	6,672		6,452		6,288
Hub International Limited	Insurance Services	SOFR(Q)	4.25%	9.58%	06/2030	6,442		6,377		6,469
Idera, Inc.	Software	SOFR(Q)	3.75%	9.27%	03/2028	15,682		15,673		15,571
Kestra Advisor Services Holdings A, Inc.	Financial Services	SOFR(Q)	4.25%	9.74%	06/2026	11,842		11,805		11,840
LI Group Holdings, Inc.	Software	SOFR(M)	3.75%	9.18%	03/2028	3,761		3,754		3,768
LSCS Holdings, Inc.	Healthcare	SOFR(M)	4.61%	9.93%	12/2028	7,510		7,480		7,411
Maverick Bidco Inc.	Software	SOFR(Q)	5.00%	10.47%	05/2028	1,990		1,906		1,942
Maverick Bidco Inc.	Software	SOFR(Q)	3.75%	9.12%	05/2028	3,931		3,916		3,835
Maverick Bidco Inc.	Software	SOFR(Q)	4.25%	9.88%	05/2028	2,494		2,378		2,447
Mavis Tire Express Services Topco Corp.	Retail	SOFR(M)	4.00%	9.43%	05/2028	4,142		4,127		4,140
MED ParentCo, LP	Healthcare	SOFR(M)	4.25%	9.68%	08/2026	12,491		12,436		11,966
MH Sub I, LLC (Micro Holding Corp.)	Software	SOFR(M)	4.25%	9.57%	05/2028	3,567		3,484		3,457
Netsmart, Inc.	Healthcare	SOFR(M)	4.00%	9.43%	10/2027	3,910		3,910		3,916
Nielsen Consumer Inc.	Business Services	SOFR(M)	6.25%	11.57%	03/2028	14,963		13,369		14,742
OMNIA Partners, LLC	Business Services	SOFR(Q)	4.25%	9.60%	07/2030	5,919		5,861		5,930
Optiv Parent Inc.	Software	SOFR(S)	5.25%	10.34%	07/2026	6,602		6,397		6,387
Osaic Holdings, Inc.	Financial Services	SOFR(M)	4.50%	9.82%	08/2028	9,650		9,555		9,666
Pearls (Netherlands) Bidco B.V.	Specialty Chemicals & Materials	SOFR(Q)	3.75%	9.12%	02/2029	1,715		1,711		1,710
Peraton Corp.	Federal Services	SOFR(M)	3.75%	9.17%	02/2028	7,158		7,133		7,148
PetVet Care Centers, LLC (fka Pearl Intermediate Parent LLC)	Consumer Services	SOFR(M)	3.50%	8.92%	02/2025	4,537		4,536		4,521
Physician Partners, LLC	Healthcare	SOFR(M)	4.00%	9.42%	12/2028	4,242		4,207		4,034
Planview Parent, Inc.	Software	SOFR(Q)	4.00%	9.65%	12/2027	10,749		10,545		10,637
Premise Health Holding Corp.	Healthcare	SOFR(S)	3.75%	9.34%	07/2025	7,347		7,337		7,200
Project Ruby Ultimate Parent Corp.	Healthcare	SOFR(M)	3.25%	8.68%	03/2028	4,319		4,304		4,271
Project Ruby Ultimate Parent Corp.	Healthcare	SOFR(M)	5.75%	11.18%	03/2028	4,950		4,824		4,985
RealPage, Inc.	Software	SOFR(M)	3.00%	8.43%	04/2028	8,108		8,095		8,026
Renaissance Holding Corp.	Education	SOFR(M)	4.75%	10.07%	04/2030	6,629		6,439		6,586
RLG Holdings, LLC	Packaging	SOFR(M)	4.25%	9.68%	07/2028	5,741		5,720		5,423
RxB Holdings, Inc.	Healthcare	SOFR(M)	4.50%	9.95%	12/2027	2,985		2,905		2,985
RxB Holdings, Inc.	Healthcare	SOFR(M)	5.25%	10.57%	12/2027	3,679		3,591		3,679
Sierra Enterprises, LLC	Food & Beverage	SOFR(Q)	2.50% + 4.25% PIK	12.12%	05/2027	2,463		2,463		2,283
Snap One Holdings Corp.	Distribution & Logistics	SOFR(Q)	4.50%	10.04%	12/2028	6,572		6,520		6,386
Spring Education Group, Inc.	Education	SOFR(M)	4.00%	9.43%	07/2025	13,829		13,785		13,857
Spring Education Group, Inc.	Education	SOFR(M)	4.50%	9.91%	10/2030	12,349		12,194		12,194
Storable, Inc.	Software	SOFR(M)	3.50%	8.82%	04/2028	3,794		3,788		3,774
Symplr Software, Inc.	Healthcare	SOFR(Q)	4.50%	9.97%	12/2027	15,600		15,505		14,008
Syndigo LLC	Software	SOFR(M)	4.50%	9.93%	12/2027	14,625		14,553		13,711
Therapy Brands Holdings LLC	Software	SOFR(M)	4.00%	9.43%	05/2028	4,068		4,053		3,905
Thermostat Purchaser III, Inc.	Business Services	SOFR(Q)	4.50%	10.07%	08/2028	6,577		6,551		6,514
TMF Sapphire Bidco B.V.	Business Services	SOFR(Q)	5.00%	10.37%	05/2028	2,667		2,614		2,677
TRC Companies LLC	Business Services	SOFR(M)	3.75%	9.18%	12/2028	12,393		12,344		12,254
UKG Inc.	Software	SOFR(Q)	4.50%	10.02%	05/2026	4,988		4,883		5,010
USI, Inc.	Financial Services	SOFR(Q)	3.75%	9.14%	11/2029	2,453		2,408		2,454
Valcour Packaging, LLC	Packaging	L(S)	3.75%	9.40%	10/2028	4,470		4,460		3,647
WatchGuard Technologies, Inc.	Software	SOFR(M)	5.25%	10.57%	07/2029	5,250		4,947		4,958
Waystar Technologies, Inc.	Healthcare	SOFR(M)	4.00%	9.43%	10/2026	3,994		3,988		4,003
Wrench Group LLC	Consumer Services	SOFR(Q)	4.00%	9.65%	04/2026	7,763		7,751		7,758
Wrench Group LLC	Consumer Services	SOFR(Q)	4.50%	9.99%	04/2026	5,486		5,392		5,486

72

Table of Contents

Portfolio Company and Type of Investment	Industry	Reference	Spread	Interest Rate (1)	Maturity Date	Principal Amount or Par Value		Cost		Fair <br>Value (2)
YI, LLC	Healthcare	SOFR(M)	4.00%	9.42%	11/2024	$	9,415	$	9,413	$	9,368
Zest Acquisition Corp.	Healthcare	SOFR(M)	5.50%	10.82%	02/2028	4,083		3,929		4,008
Total Funded Investments						$	680,368	$	670,984	$	656,829
Unfunded Investments - First lien
Groundworks, LLC	Consumer Services	—	—	—	09/2024	$	164	$	(2)	$	(2)
OMNIA Partners, LLC	Business Services	—	—	—	01/2024	556		(3)		1
Total Unfunded Investments						$	720	$	(5)	$	(1)
Total Investments						$	681,088	$	670,979	$	656,828

(1)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the LIBOR (L), the Prime Rate (P), SOFR, and the alternative base rate (Base). For each investment, the current interest rate provided reflects the rate in effect as of September 30, 2023.

(2)Represents the fair value in accordance with Accounting Standards Codification Topic 820, Fair Value Measurement and Disclosures ("ASC 820"). The Company's board of directors does not determine the fair value of the investments held by SLP III.

73

Table of Contents

The following table is a listing of the individual investments in SLP III's portfolio as of December 31, 2022:

Portfolio Company and Type of Investment	Industry	Reference	Spread	Interest Rate (1)	Maturity Date	Principal Amount or Par Value		Cost		Fair <br>Value (2)
Funded Investments - First lien
ADMI Corp. (aka Aspen Dental)	Healthcare	L(M)	3.75%	8.13%	12/2027	$	2,400	$	2,391	$	2,194
Advisor Group Holdings, Inc.	Financial Services	L(M)	4.50%	8.88%	07/2026	9,700		9,672		9,512
AG Parent Holdings, LLC	Healthcare	L(M)	5.00%	9.38%	07/2026	12,125		12,092		11,769
Artera Services, LLC	Distribution & Logistics	L(Q)	3.50%	8.23%	03/2025	6,838		6,806		5,624
AssuredPartners, Inc.	Insurance Services	SOFR(M)	4.25%	8.57%	02/2027	1,995		1,926		1,985
Aston FinCo S.a.r.l. / Aston US Finco, LLC	Software	L(M)	4.25%	8.63%	10/2026	5,835		5,801		4,989
athenahealth Group Inc.	Healthcare	SOFR(M)	3.50%	7.82%	02/2029	6,912		6,644		6,258
BCPE Empire Holdings, Inc.	Distribution & Logistics	L(M)	4.00%	8.38%	06/2026	4,258		4,235		4,141
BCPE Empire Holdings, Inc.	Distribution & Logistics	SOFR(M)	4.63%	9.05%	06/2026	3,257		3,156		3,205
Bella Holding Company, LLC	Healthcare	L(M)	3.75%	8.13%	05/2028	2,238		2,220		2,123
Bluefin Holding, LLC	Software	L(Q)	5.75%	10.48%	09/2026	9,700		9,617		9,418
Bluefin Holding, LLC	Software	L(Q)	5.75%	10.48%	09/2026	2,562		2,530		2,488
Bracket Intermediate Holding Corp.	Healthcare	L(Q)	4.25%	7.99%	09/2025	14,362		14,333		13,689
Brave Parent Holdings, Inc.	Software	L(M)	4.00%	8.38%	04/2025	4,266		4,260		4,145
Brown Group Holding, LLC	Distribution & Logistics	SOFR(Q)	3.75%	7.91%	07/2029	7,045		6,875		7,033
Cano Health, LLC	Healthcare	SOFR(M)	4.00%	8.42%	11/2027	9,508		9,476		7,642
Cardinal Parent, Inc.	Software	L(Q)	4.50%	9.23%	11/2027	9,922		9,709		9,522
CE Intermediate I, LLC	Software	L(Q)	4.00%	8.59%	11/2028	10,920		10,854		10,388
CentralSquare Technologies, LLC	Software	L(Q)	3.75%	8.48%	08/2025	14,400		14,385		12,488
CHA Holdings, Inc.	Business Services	L(Q)	4.50%	9.23%	04/2025	957		957		945
CommerceHub, Inc.	Software	SOFR(S)	4.00%	8.78%	12/2027	5,717		5,695		5,274
Confluent Health, LLC	Healthcare	L(M)	4.00%	8.38%	11/2028	11,962		11,909		10,212
Confluent Health, LLC	Healthcare	L(M)	4.00%	8.38%	11/2028	1,499		1,492		1,280
Confluent Medical Technologies, Inc.	Healthcare	SOFR(Q)	3.75%	8.33%	02/2029	6,947		6,916		6,617
Convey Health Solutions, Inc.	Healthcare	SOFR(Q)	5.25%	9.93%	09/2026	12,967		12,598		12,578
Cornerstone OnDemand, Inc.	Software	L(M)	3.75%	8.13%	10/2028	4,511		4,492		4,049
Covenant Surgical Partners, Inc.	Healthcare	L(Q)	4.00%	8.41%	07/2026	2,000		1,984		1,710
Covenant Surgical Partners, Inc.	Healthcare	L(Q)	4.00%	8.41%	07/2026	9,680		9,628		8,276
CRCI Longhorn Holdings, Inc.	Business Services	L(M)	3.50%	7.77%	08/2025	14,363		14,333		13,597
CVET Midco 2, L.P.	Software	SOFR(Q)	5.00%	9.58%	10/2029	6,965		6,556		6,539
DG Investment Intermediate Holdings 2, Inc.	Business Services	SOFR(M)	3.75%	8.13%	03/2028	7,388		7,364		7,088
Dealer Tire Financial, LLC	Distribution & Logistics	SOFR(M)	4.50%	8.82%	12/2027	9,725		9,690		9,628
Discovery Purchaser Corporation	Specialty Chemicals & Materials	SOFR(Q)	4.38%	7.97%	10/2029	7,100		6,543		6,499
Dispatch Acquisition Holdings, LLC	Industrial Services	L(Q)	4.25%	8.98%	03/2028	15,606		15,196		13,265
Drilling Info Holdings, Inc.	Business Services	L(M)	4.25%	8.63%	07/2025	18,197		18,159		17,560
EAB Global, Inc.	Education	L(M)	3.50%	7.88%	08/2028	3,212		3,199		3,098
Energize Holdco LLC	Business Services	L(M)	3.75%	8.13%	12/2028	12,488		12,433		11,863
eResearchTechnology, Inc.	Healthcare	L(M)	4.50%	8.88%	02/2027	7,271		7,247		6,459
EyeCare Partners, LLC	Healthcare	L(Q)	3.75%	8.48%	02/2027	14,611		14,599		12,431
Foundational Education Group, Inc.	Education	SOFR(Q)	3.75%	8.59%	08/2028	9,405		9,326		8,840
Greenway Health, LLC	Healthcare	L(Q)	3.75%	8.48%	02/2024	14,219		14,221		9,971
Heartland Dental, LLC	Healthcare	L(M)	3.75%	8.13%	04/2025	18,160		18,126		16,847
Help/Systems Holdings, Inc.	Software	SOFR(Q)	4.00%	8.19%	11/2026	18,068		17,953		16,335
Higginbotham Insurance Agency, Inc.	Business Services	L(M)	5.25%	9.63%	11/2026	9,079		9,018		8,972
HighTower Holding, LLC	Financial Services	L(Q)	4.00%	8.28%	04/2028	4,778		4,739		4,402
Houghton Mifflin Harcourt Company	Education	SOFR(M)	5.25%	9.67%	04/2029	5,652		5,493		5,394
Idera, Inc.	Software	L(Q)	3.75%	7.50%	03/2028	15,803		15,792		14,944

74

Table of Contents

Portfolio Company and Type of Investment	Industry	Reference	Spread	Interest Rate (1)	Maturity Date	Principal Amount or Par Value		Cost		Fair <br>Value (2)
Kestra Advisor Services Holdings A, Inc.	Financial Services	L(Q)	4.25%	8.98%	06/2026	$	11,935	$	11,889	$	11,572
LI Group Holdings, Inc.	Software	L(M)	3.75%	8.13%	03/2028	4,573		4,565		4,493
LSCS Holdings, Inc.	Healthcare	L(M)	4.50%	8.88%	12/2028	7,567		7,534		7,236
Mamba Purchaser, Inc.	Healthcare	L(M)	3.50%	7.89%	10/2028	5,730		5,706		5,486
Maverick Bidco Inc.	Software	L(Q)	3.75%	8.16%	05/2028	3,960		3,945		3,763
Maverick Bidco Inc.	Software	SOFR(Q)	5.00%	9.28%	05/2028	2,000		1,905		1,901
Mavis Tire Express Services Topco Corp.	Retail	SOFR(M)	4.00%	8.50%	05/2028	4,174		4,157		3,993
MED ParentCo, LP	Healthcare	L(M)	4.25%	8.63%	08/2026	12,588		12,520		10,800
Mercury Borrower, Inc.	Business Services	L(Q)	3.50%	8.25%	08/2028	4,179		4,160		3,996
MH Sub I, LLC (Micro Holding Corp.)	Software	L(M)	3.75%	8.13%	09/2024	10,695		10,677		10,406
Mitnick Corporate Purchaser, Inc.	Software	SOFR(Q)	4.75%	8.94%	05/2029	4,655		4,633		4,373
National Intergovernmental Purchasing Alliance Company	Business Services	SOFR(Q)	3.50%	8.08%	05/2025	8,485		8,483		8,416
Navex Topco, Inc.	Software	L(M)	3.25%	7.64%	09/2025	10,887		10,841		10,811
Netsmart, Inc.	Healthcare	L(M)	4.00%	8.38%	10/2027	3,940		3,940		3,805
Outcomes Group Holdings, Inc.	Healthcare	L(Q)	3.25%	7.98%	10/2025	3,331		3,327		3,237
Pearls (Netherlands) Bidco B.V.	Specialty Chemicals & Materials	SOFR(Q)	3.75%	7.84%	02/2029	1,728		1,724		1,682
Peraton Corp.	Federal Services	L(M)	3.75%	8.13%	02/2028	7,235		7,206		7,082
PetVet Care Centers, LLC (fka Pearl Intermediate Parent LLC)	Consumer Services	L(M)	3.50%	7.88%	02/2025	4,573		4,570		4,321
Physician Partners, LLC	Healthcare	SOFR(M)	4.00%	8.42%	12/2028	5,627		5,575		5,383
Planview Parent, Inc.	Software	L(Q)	4.00%	8.73%	12/2027	10,832		10,598		10,109
Premise Health Holding Corp.	Healthcare	L(S)	3.75%	7.92%	07/2025	7,405		7,390		7,183
Project Ruby Ultimate Parent Corp.	Healthcare	L(M)	3.25%	7.63%	03/2028	4,352		4,335		4,124
Project Ruby Ultimate Parent Corp.	Healthcare	SOFR(M)	5.75%	10.07%	03/2028	4,988		4,844		4,838
RealPage, Inc.	Software	L(M)	3.00%	7.38%	04/2028	10,159		10,139		9,687
RLG Holdings, LLC	Packaging	L(M)	4.00%	8.38%	07/2028	5,785		5,761		5,462
Sierra Enterprises, LLC	Food & Beverage	L(Q)	4.00%	8.41%	11/2024	2,381		2,380		1,661
Snap One Holdings Corp.	Distribution & Logistics	L(M)	4.50%	8.88%	12/2028	6,622		6,564		6,093
Sovos Brands Intermediate, Inc.	Food & Beverage	L(Q)	3.50%	7.91%	06/2028	9,429		9,410		9,225
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)	Education	L(Q)	4.00%	8.73%	07/2025	11,933		11,921		11,692
Storable, Inc.	Software	SOFR(M)	3.50%	7.98%	04/2028	3,823		3,816		3,657
Symplr Software, Inc.	Healthcare	SOFR(Q)	4.50%	8.69%	12/2027	15,720		15,610		13,205
Syndigo LLC	Software	L(M)	4.50%	8.84%	12/2027	14,738		14,655		14,340
Therapy Brands Holdings LLC	Software	L(M)	4.00%	8.35%	05/2028	4,099		4,082		3,853
Thermostat Purchaser III, Inc.	Business Services	L(Q)	4.50%	9.23%	08/2028	6,003		5,978		5,800
USI, Inc. (fka Compass Investors Inc.)	Insurance Services	SOFR(Q)	3.75%	8.33%	11/2029	5,486		5,377		5,441
Valcour Packaging, LLC	Packaging	L(S)	3.75%	7.98%	10/2028	4,504		4,492		3,772
VT Topco, Inc.	Business Services	L(M)	3.75%	8.13%	08/2025	31		31		30
VT Topco, Inc.	Business Services	L(M)	3.50%	7.88%	08/2025	2,729		2,729		2,647
VT Topco, Inc.	Business Services	L(M)	3.75%	8.13%	08/2025	838		835		815
WatchGuard Technologies, Inc.	Software	SOFR(M)	5.25%	9.57%	07/2029	5,290		4,957		5,075
Waystar Technologies, Inc.	Healthcare	L(M)	4.00%	8.38%	10/2026	4,025		4,018		3,972
WP CityMD Bidco LLC	Healthcare	L(M)	3.25%	7.63%	12/2028	4,148		4,123		4,145
Wrench Group LLC	Consumer Services	L(Q)	4.00%	8.73%	04/2026	7,824		7,809		7,565
YI, LLC	Healthcare	L(M)	4.00%	8.38%	11/2024	9,490		9,487		9,174
Total Funded Investments						$	687,069	$	681,338	$	639,607

75

Table of Contents

Portfolio Company and Type of Investment	Industry	Reference	Spread	Interest Rate (1)	Maturity Date	Principal Amount or Par Value		Cost		Fair <br>Value (2)
Unfunded Investments - First lien
athenahealth Group Inc.	Healthcare	—	—	—	01/2024	$	847	$	(44)	$	(80)
Confluent Health, LLC	Healthcare	—	—	—	11/2023	1,139		(6)		(167)
Thermostat Purchaser III, Inc.	Business Services	—	—	—	08/2023	937		—		(32)
VT Topco, Inc.	Business Services	—	—	—	08/2023	25		—		(1)
Total Unfunded Investments						$	2,948	$	(50)	$	(280)
Total Investments						$	690,017	$	681,288	$	639,327

(1)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the LIBOR (L), the Prime Rate (P), Secured Overnight Financing Rate (SOFR) and the alternative base rate (Base). For each investment, the current interest rate provided reflects the rate in effect as of December 31, 2022.

(2)Represents the fair value in accordance with ASC 820. The Company's board of directors does not determine the fair value of the investments held by SLP III.

76

Table of Contents

Below is certain summarized financial information for SLP III as of September 30, 2023 and December 31, 2022 and for the three and nine months ended September 30, 2023 and September 30, 2022:

Selected Balance Sheet Information:	September 30, 2023		December 31, 2022
Investments at fair value (cost of $670,979 and $681,288)	$	656,828	$	639,327
Cash and other assets	21,716		17,149
Receivable from unsettled securities sold	3,645		—
Total assets	$	682,189	$	656,476
Credit facility	$	480,000	$	512,100
Deferred financing costs (net of accumulated amortization of $5,532 and $4,840, respectively)	(1,060)		(1,695)
Payable for unsettled securities purchased	27,023		—
Distribution payable	6,125		5,688
Other liabilities	7,829		6,492
Total liabilities	519,917		522,585
Members' capital	$	162,272	$	133,891
Total liabilities and members' capital	$	682,189	$	656,476
Selected Statement of Operations Information:	Three Months Ended				Nine Months Ended
---	---	---	---	---	---	---	---	---
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Interest income	$	16,848	$	11,113	$	48,083	$	27,767
Other income	295		110		452		463
Total investment income	17,143		11,223		48,535		28,230
Interest and other financing expenses	9,061		5,468		26,336		11,875
Other expenses	317		205		853		641
Total expenses	9,378		5,673		27,189		12,516
Net investment income	7,765		5,550		21,346		15,714
Net realized losses on investments	(545)		(128)		(2,400)		(145)
Net change in unrealized appreciation (depreciation) of investments	11,856		(1,566)		27,810		(37,004)
Net increase (decrease) in members' capital	$	19,076	$	3,856	$	46,756	$	(21,435)

For the three and nine months ended September 30, 2023, the Company earned approximately $4,900 and $14,700, respectively, of dividend income related to SLP III, which is included in dividend income. For the three and nine months ended September 30, 2022, the Company earned approximately $3,938 and $12,935, respectively, of dividend income related to SLP III, which is included in dividend income. As of September 30, 2023 and December 31, 2022, approximately $4,900 and $4,550, respectively, of dividend income related to SLP III was included in interest and dividend receivable.

The Company has determined that SLP III is an investment company under ASC 946; however, in accordance with such guidance the Company will generally not consolidate its investment in a company other than a wholly-owned investment company subsidiary. Furthermore, ASC 810 concludes that in a joint venture where both members have equal decision making authority, it is not appropriate for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate SLP III.

77

Table of Contents

NMFC Senior Loan Program IV LLC

NMFC Senior Loan Program IV LLC ("SLP IV") was formed as a Delaware limited liability company on April 6, 2021, and commenced operations on May 5, 2021. SLP IV is structured as a private joint venture investment fund between the Company and SkyKnight Income Alpha, LLC ("SkyKnight Alpha") and operates under the First Amended and Restated Limited Liability Company Agreement of NMFC Senior Loan Program IV LLC, dated May, 2021 (the "SLP IV Agreement"). Upon the effectiveness of the SLP IV Agreement, the members contributed their respective membership interests in NMFC Senior Loan Program I LLC ("SLP I") and NMFC Senior Loan Program II LLC ("SLP II") to SLP IV. Immediately following the contribution of their membership interests, SLP I and SLP II became wholly-owned subsidiaries of SLP IV. The purpose of the joint venture is to invest primarily in senior secured loans issued by portfolio companies within the Company's core industry verticals. These investments are typically broadly syndicated first lien loans. All investment decisions must be unanimously approved by the board of managers of SLP IV, which has equal representation from the Company and SkyKnight Alpha. SLP IV has a five year investment period and will continue in existence until May 5, 2028. The investment period may be extended for up to one year pursuant to certain terms of the SLP IV Agreement.

SLP IV is capitalized with equity contributions which were transferred and contributed from its members. As of September 30, 2023, the Company and SkyKnight Alpha have transferred and contributed $112,400 and $30,600, respectively, of their membership interests in SLP I and SLP II to SLP IV. The Company’s investment in SLP IV is disclosed on the Company’s Consolidated Schedule of Investments as of September 30, 2023 and December 31, 2022.

On May 5, 2021, SLP IV entered into a $370,000 revolving credit facility with Wells Fargo Bank, National Association which matures on May 5, 2026. As of the most recent amendment on April 28, 2023, the facility bears interest at a rate of SOFR plus 1.70%. Prior to the amendment on April 28, 2023, the facility bore interest at a rate of LIBOR plus 1.60% per annum. As of September 30, 2023 and December 31, 2022, SLP IV had total investments with an aggregate fair value of approximately $494,851 and $473,762, respectively, and debt outstanding under its credit facility of $352,637 and $365,537, respectively. As of September 30, 2023 and December 31, 2022, none of SLP IV’s investments were on non-accrual. Additionally, as of September 30, 2023 and December 31, 2022, SLP IV had unfunded commitments in the form of delayed draws of $429 and $1,973, respectively.

Below is a summary of SLP IV's consolidated portfolio, along with a listing of the individual investments in SLP IV's consolidated portfolio as of September 30, 2023 and December 31, 2022:

	September 30, 2023			December 31, 2022
First lien investments (1)	$	511,889		$	510,372
Weighted average interest rate on first lien investments (2)	9.71		%	8.54		%
Number of portfolio companies in SLP IV	77			74
Largest portfolio company investment (1)	$	21,808		$	21,982
Total of five largest portfolio company investments (1)	$	94,058		$	93,734

(1)Reflects principal amount or par value of investment.

(2)Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.

78

Table of Contents

The following table is a listing of the individual investments in SLP IV's consolidated portfolio as of September 30, 2023:

Portfolio Company and Type of Investment	Industry	Reference	Spread	Interest Rate (1)	Maturity Date	Principal Amount or Par Value		Cost		Fair <br>Value (2)
Funded Investments - First lien
ADG, LLC	Healthcare	SOFR(Q)	1.15% + 3.00% PIK	9.54%	09/2026	$	17,269	$	17,123	$	15,841
ADMI Corp. (aka Aspen Dental)	Healthcare	SOFR(M)	3.75%	9.18%	12/2027	1,838		1,831		1,718
Aretec Group, Inc. (fka RCS Capital Corporation)	Financial Services	SOFR(M)	4.50%	9.92%	08/2030	3,799		3,723		3,779
Artera Services, LLC	Distribution & Logistics	SOFR(Q)	3.50%	8.99%	03/2025	4,078		4,065		3,838
Ascensus Group Holdings, Inc.	Business Services	SOFR(M)	3.50%	8.93%	08/2028	5,972		5,950		5,931
athenahealth Group Inc.	Healthcare	SOFR(M)	3.25%	8.57%	02/2029	2,379		2,370		2,340
Barracuda Parent, LLC	Software	SOFR(Q)	4.50%	9.87%	08/2029	4,963		4,831		4,913
Bayou Intermediate II, LLC	Healthcare	SOFR(Q)	4.50%	9.97%	08/2028	8,963		8,920		8,739
BCPE Empire Holdings, Inc.	Distribution & Logistics	SOFR(M)	4.75%	10.07%	12/2028	4,364		4,322		4,368
Bella Holding Company, LLC	Healthcare	SOFR(M)	3.75%	9.17%	05/2028	1,738		1,733		1,731
Bleriot US Bidco Inc.	Federal Services	SOFR(Q)	4.00%	9.65%	10/2028	3,910		3,891		3,919
Bracket Intermediate Holding Corp.	Healthcare	SOFR(Q)	5.00%	10.49%	05/2028	4,405		4,281		4,409
Brave Parent Holdings, Inc.	Software	SOFR(Q)	4.00%	9.52%	04/2025	2,326		2,324		2,325
Brown Group Holding, LLC	Distribution & Logistics	SOFR(Q)	3.75%	9.12%	07/2029	5,383		5,265		5,386
CE Intermediate I, LLC	Software	SOFR(Q)	3.50%	9.02%	11/2028	8,115		8,071		8,042
CentralSquare Technologies, LLC	Software	SOFR(Q)	3.75%	9.29%	08/2025	14,287		14,276		13,585
CHA Holdings, Inc.	Business Services	SOFR(Q)	4.50%	10.15%	04/2025	1,968		1,965		1,968
CHA Holdings, Inc.	Business Services	SOFR(Q)	4.50%	10.15%	04/2025	10,721		10,709		10,721
Confluent Health, LLC	Healthcare	SOFR(M)	4.00%	9.43%	11/2028	7,880		7,848		7,525
Confluent Medical Technologies, Inc.	Healthcare	SOFR(Q)	3.75%	9.14%	02/2029	6,895		6,867		6,826
Convey Health Solutions, Inc.	Healthcare	SOFR(Q)	5.25%	10.74%	09/2026	4,950		4,834		4,367
Cornerstone OnDemand, Inc.	Software	SOFR(M)	3.75%	9.18%	10/2028	3,198		3,186		3,050
CVET Midco 2, L.P.	Software	SOFR(Q)	5.00%	10.39%	10/2029	2,673		2,528		2,653
Dealer Tire Financial, LLC	Distribution & Logistics	SOFR(M)	4.50%	9.82%	12/2027	10,586		10,563		10,618
Discovery Purchaser Corporation	Specialty Chemicals & Materials	SOFR(Q)	4.38%	9.77%	10/2029	5,359		4,973		5,179
Dispatch Acquisition Holdings, LLC	Industrial Services	SOFR(Q)	4.25%	9.79%	03/2028	9,799		9,706		9,101
EAB Global, Inc.	Education	L(S)	3.50%	9.13%	08/2028	2,214		2,207		2,202
Eisner Advisory Group LLC	Financial Services	SOFR(M)	5.25%	10.68%	07/2028	1,694		1,632		1,693
Emerald 2 Limited	Business Services	SOFR(Q)	3.75%	9.40%	07/2028	437		437		437
Enverus Holdings, Inc. (fka Drilling Info Holdings, Inc.)	Business Services	SOFR(M)	4.25%	9.67%	07/2025	20,129		20,102		19,507
eResearchTechnology, Inc.	Healthcare	SOFR(M)	4.50%	9.93%	02/2027	4,351		4,328		4,273
EyeCare Partners, LLC	Healthcare	SOFR(M)	3.75%	9.18%	11/2028	9,850		9,831		6,944
Foundational Education Group, Inc.	Education	SOFR(Q)	4.25%	9.88%	08/2028	6,386		6,338		6,067
Geo Parent Corporation	Business Services	SOFR(S)	5.25%	10.80%	12/2025	9,634		9,472		9,634
Greenway Health, LLC (fka Vitera Healthcare Solutions, LLC)	Healthcare	SOFR(M)	3.75%	9.18%	02/2024	20,565		20,557		18,714
Heartland Dental, LLC	Healthcare	SOFR(M)	5.00%	10.33%	04/2028	7,624		7,338		7,553
Help/Systems Holdings, Inc.	Software	SOFR(Q)	4.00%	9.47%	11/2026	9,733		9,711		9,358
Houghton Mifflin Harcourt Company	Education	SOFR(M)	5.25%	10.67%	04/2029	4,826		4,667		4,549
Hub International Limited	Insurance Services	SOFR(Q)	4.25%	9.58%	06/2030	2,761		2,733		2,773
Hunter Holdco 3 Limited	Healthcare	SOFR(Q)	4.25%	9.74%	08/2028	3,949		3,920		3,946
Idera, Inc.	Software	SOFR(Q)	3.75%	9.27%	03/2028	9,154		9,100		9,089
Kestra Advisor Services Holdings A, Inc.	Financial Services	SOFR(Q)	4.25%	9.74%	06/2026	5,388		5,355		5,387
LSCS Holdings, Inc.	Healthcare	SOFR(M)	4.61%	9.93%	12/2028	8,604		8,572		8,491
Mandolin Technology Intermediate Holdings, Inc.	Software	SOFR(Q)	3.75%	9.29%	07/2028	9,825		9,790		9,014
Maverick Bidco Inc.	Software	SOFR(Q)	5.00%	10.47%	05/2028	1,990		1,906		1,942

79

Table of Contents

Portfolio Company and Type of Investment	Industry	Reference	Spread	Interest Rate (1)	Maturity Date	Principal Amount or Par Value		Cost		Fair <br>Value (2)
Maverick Bidco Inc.	Software	SOFR(Q)	3.75%	9.12%	05/2028	$	7,861	$	7,833	$	7,671
Mavis Tire Express Services Topco Corp.	Retail	SOFR(M)	4.00%	9.43%	05/2028	8,284		8,255		8,281
MH Sub I, LLC (Micro Holding Corp.)	Software	SOFR(M)	4.25%	9.57%	05/2028	4,795		4,683		4,646
Netsmart, Inc.	Healthcare	SOFR(M)	4.00%	9.43%	10/2027	6,842		6,842		6,852
Nielsen Consumer Inc.	Business Services	SOFR(M)	6.25%	11.57%	03/2028	9,975		8,921		9,828
OEConnection LLC	Software	SOFR(M)	4.00%	9.42%	09/2026	4,050		4,029		4,042
OMNIA Partners, LLC	Business Services	SOFR(Q)	4.25%	9.60%	07/2030	4,566		4,521		4,574
Optiv Parent Inc.	Software	SOFR(S)	5.25%	10.34%	07/2026	5,093		4,934		4,927
Osaic Holdings, Inc.	Financial Services	SOFR(M)	4.50%	9.82%	08/2028	11,518		11,405		11,537
Pearls (Netherlands) Bidco B.V.	Specialty Chemicals & Materials	SOFR(Q)	3.75%	9.12%	02/2029	1,323		1,320		1,319
PetVet Care Centers, LLC (fka Pearl Intermediate Parent LLC)	Consumer Services	SOFR(M)	3.50%	8.92%	02/2025	7,914		7,905		7,885
Physician Partners, LLC	Healthcare	SOFR(M)	4.00%	9.42%	12/2028	3,205		3,180		3,049
Premise Health Holding Corp.	Healthcare	SOFR(S)	3.75%	9.34%	07/2025	1,931		1,928		1,892
RealPage, Inc.	Software	SOFR(M)	3.00%	8.43%	04/2028	2,580		2,577		2,556
Renaissance Holding Corp.	Education	SOFR(M)	4.75%	10.07%	04/2030	5,114		4,968		5,081
Sierra Enterprises, LLC	Food & Beverage	SOFR(Q)	2.50% + 4.25% PIK	12.12%	05/2027	4,316		4,309		4,000
Snap One Holdings Corp.	Distribution & Logistics	SOFR(Q)	4.50%	10.04%	12/2028	8,520		8,452		8,278
Sovos Brands Intermediate, Inc.	Food & Beverage	SOFR(Q)	3.50%	9.13%	06/2028	3,904		3,897		3,911
Spring Education Group, Inc.	Education	SOFR(M)	4.50%	9.91%	10/2030	9,526		9,407		9,407
STATS Intermediate Holdings, LLC	Business Services	SOFR(Q)	7.25%	12.89%	07/2026	2,277		2,203		2,188
Storable, Inc.	Software	SOFR(M)	3.50%	8.82%	04/2028	3,930		3,913		3,910
Symplr Software, Inc.	Healthcare	SOFR(Q)	4.50%	9.97%	12/2027	3,736		3,729		3,354
Syndigo LLC	Software	SOFR(M)	4.50%	9.93%	12/2027	9,685		9,672		9,080
Therapy Brands Holdings LLC	Software	SOFR(M)	4.00%	9.43%	05/2028	5,984		5,961		5,745
Thermostat Purchaser III, Inc.	Business Services	SOFR(Q)	4.50%	10.07%	08/2028	4,698		4,679		4,653
TRC Companies LLC	Business Services	SOFR(M)	3.75%	9.18%	12/2028	8,932		8,897		8,832
USIC Holdings, Inc.	Business Services	SOFR(M)	3.50%	8.93%	05/2028	2,979		2,972		2,938
Valcour Packaging, LLC	Packaging	L(S)	3.75%	9.40%	10/2028	3,252		3,244		2,653
VT Topco, Inc.	Business Services	SOFR(M)	4.25%	9.56%	08/2030	7,289		7,216		7,292
WatchGuard Technologies, Inc.	Software	SOFR(M)	5.25%	10.57%	07/2029	4,050		3,816		3,825
Wrench Group LLC	Consumer Services	SOFR(Q)	4.00%	9.65%	04/2026	9,395		9,358		9,389
YI, LLC	Healthcare	SOFR(M)	4.00%	9.42%	11/2024	21,808		21,803		21,699
Zest Acquisition Corp.	Healthcare	SOFR(M)	5.50%	10.82%	02/2028	3,150		3,038		3,092
Zone Climate Services, Inc.	Business Services	SOFR(M)	4.75%	10.23%	03/2028	9,875		9,720		9,853
Zone Climate Services, Inc.	Business Services	SOFR(M)	4.75%	10.23%	03/2028	2,171		2,137		2,166
Total Funded Investments						$	511,460	$	505,875	$	494,850
Unfunded Investments - First lien
OMNIA Partners, LLC	Business Services	—	—	—	01/2024	$	429	$	(2)	$	1
Total Unfunded Investments						$	429	$	(2)	$	1
Total Investments						$	511,889	$	505,873	$	494,851

(1)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the LIBOR (L), the Prime Rate (P), SOFR, and the alternative base rate (Base). For each investment, the current interest rate provided reflects the rate in effect as of September 30, 2023.

(2)Represents the fair value in accordance with ASC 820. The Company's board of directors does not determine the fair value of the investments held by SLP IV.

80

Table of Contents

The following table is a listing of the individual investments in SLP IV's consolidated portfolio as of December 31, 2022:

Portfolio Company and Type of Investment	Industry	Reference	Spread	Interest Rate (1)	Maturity Date	Principal Amount or Par Value		Cost		Fair <br>Value (2)
Funded Investments - First lien
ADG, LLC	Healthcare	L (M)	4.75% + 0.50%/PIK	9.69%	09/2023	$	16,335	$	16,315	$	15,674
ADMI Corp. (aka Aspen Dental)	Healthcare	L (M)	3.75%	8.13%	12/2027	1,852		1,844		1,693
Advisor Group Holdings, Inc.	Financial Services	L (M)	4.50%	8.88%	07/2026	11,577		11,513		11,353
Artera Services, LLC	Distribution & Logistics	L (Q)	3.50%	8.23%	03/2025	5,275		5,251		4,339
athenahealth Group Inc.	Healthcare	SOFR (M)	3.50%	7.82%	02/2029	2,397		2,387		2,171
Barracuda Parent, LLC	Software	SOFR (Q)	4.50%	8.59%	08/2029	5,000		4,856		4,822
Bayou Intermediate II, LLC	Healthcare	L (Q)	4.50%	8.96%	08/2028	8,607		8,571		8,305
Bella Holding Company, LLC	Healthcare	L (M)	3.75%	8.13%	05/2028	1,751		1,746		1,661
Bleriot US Bidco Inc.	Federal Services	L (Q)	4.00%	8.73%	10/2026	3,940		3,940		3,907
Bracket Intermediate Holding Corp.	Healthcare	L (Q)	4.25%	7.99%	09/2025	4,427		4,418		4,220
Brave Parent Holdings, Inc.	Software	L (M)	4.00%	8.38%	04/2025	2,345		2,342		2,278
Brown Group Holding, LLC	Distribution & Logistics	SOFR (Q)	3.75%	7.91%	07/2029	5,424		5,293		5,416
Cano Health, LLC	Healthcare	SOFR (M)	4.00%	8.42%	11/2027	7,478		7,473		6,011
CE Intermediate I, LLC	Software	L (Q)	4.00%	8.59%	11/2028	8,178		8,127		7,779
CentralSquare Technologies, LLC	Software	P (Q)	3.75%	8.48%	08/2025	14,400		14,385		12,488
Certara Holdco, Inc.	Healthcare	L (M)	3.50%	7.88%	08/2026	3,900		3,893		3,849
CHA Holdings, Inc.	Business Services	L (Q)	4.50%	9.23%	04/2025	1,984		1,979		1,960
CHA Holdings, Inc.	Business Services	L (Q)	4.50%	9.23%	04/2025	10,806		10,788		10,679
Confluent Health, LLC	Healthcare	L (M)	4.00%	8.68%	11/2028	999		991		853
Confluent Health, LLC	Healthcare	L (M)	4.00%	8.38%	11/2028	8,014		7,979		6,842
Confluent Medical Technologies, Inc.	Healthcare	SOFR (Q)	3.75%	8.33%	02/2029	6,948		6,916		6,617
Convey Health Solutions, Inc.	Healthcare	SOFR (Q)	5.25%	9.83%	09/2026	4,988		4,846		4,838
Cornerstone OnDemand, Inc.	Software	L (M)	3.75%	8.13%	10/2028	3,222		3,209		2,892
CVET Midco 2, L.P.	Software	SOFR (Q)	5.00%	9.58%	10/2029	2,687		2,529		2,522
Dealer Tire Financial, LLC	Distribution & Logistics	SOFR (M)	4.50%	8.82%	12/2027	10,666		10,640		10,559
Discovery Purchaser Corporation	Specialty Chemicals & Materials	SOFR (Q)	4.38%	7.97%	10/2029	5,400		4,976		4,943
Dispatch Acquisition Holdings, LLC	Industrial Services	L (Q)	4.25%	8.98%	03/2028	9,875		9,769		8,393
Drilling Info Holdings, Inc.	Business Services	L (M)	4.25%	8.63%	07/2025	20,288		20,251		19,578
EAB Global, Inc.	Education	L (M)	3.50%	7.88%	08/2028	6,422		6,395		6,193
Emerald 2 Limited	Business Services	L (Q)	3.25%	7.98%	07/2028	441		440		437
Energize Holdco LLC	Business Services	L (M)	3.75%	8.13%	12/2028	9,000		8,961		8,550
eResearchTechnology, Inc.	Healthcare	L (M)	4.50%	8.88%	02/2027	4,384		4,357		3,895
EyeCare Partners, LLC	Healthcare	L (Q)	3.75%	8.48%	11/2028	9,925		9,904		8,445
Foundational Education Group, Inc.	Education	SOFR (Q)	3.75%	8.59%	08/2028	6,435		6,381		6,048
Geo Parent Corporation	Business Services	SOFR (Q)	5.25%	9.44%	12/2025	9,709		9,499		9,470
Greenway Health, LLC	Healthcare	L (Q)	3.75%	8.48%	02/2024	20,729		20,710		14,536
Heartland Dental, LLC	Healthcare	L (M)	3.75%	8.13%	04/2025	3,535		3,529		3,280
Heartland Dental, LLC	Healthcare	L (M)	4.00%	8.39%	04/2025	6,206		6,186		5,785
Help/Systems Holdings, Inc.	Software	SOFR (Q)	4.00%	8.19%	11/2026	9,808		9,782		8,867
Houghton Mifflin Harcourt Company	Education	SOFR (M)	5.25%	9.67%	04/2029	4,037		3,926		3,854
Hunter Holdco 3 Limited	Healthcare	L (Q)	4.25%	8.98%	08/2028	3,949		3,916		3,886
Idera, Inc.	Software	L (Q)	3.75%	7.50%	03/2028	9,224		9,162		8,723
Kestra Advisor Services Holdings A, Inc.	Financial Services	L (Q)	4.25%	8.98%	06/2026	5,430		5,389		5,265
LSCS Holdings, Inc.	Healthcare	L (M)	4.50%	8.88%	12/2028	8,669		8,634		8,290
Mamba Purchaser, Inc.	Healthcare	L (M)	3.50%	7.89%	10/2028	4,092		4,075		3,919
Mandolin Technology Intermediate Holdings, Inc.	Software	L (Q)	3.75%	8.16%	07/2028	9,900		9,859		9,281
Maverick Bidco Inc.	Software	SOFR (Q)	5.00%	9.28%	05/2028	2,000		1,905		1,901
Maverick Bidco Inc.	Software	L (Q)	3.75%	8.16%	05/2028	7,921		7,889		7,527

81

Table of Contents

Portfolio Company and Type of Investment	Industry	Reference	Spread	Interest Rate (1)	Maturity Date	Principal Amount or Par Value		Cost		Fair <br>Value (2)
Mavis Tire Express Services Topco Corp.	Retail	SOFR (M)	4.00%	8.50%	05/2028	$	8,348	$	8,314	$	7,985
Mercury Borrower, Inc.	Business Services	L (Q)	3.50%	8.25%	08/2028	6,188		6,162		5,917
MH Sub I, LLC (Micro Holding Corp.)	Software	L (M)	3.75%	8.13%	09/2024	7,818		7,805		7,606
National Intergovernmental Purchasing Alliance Company	Business Services	SOFR (Q)	3.50%	8.08%	05/2025	1,319		1,320		1,308
Netsmart, Inc.	Healthcare	L (M)	4.00%	8.38%	10/2027	6,894		6,895		6,658
OEConnection LLC	Software	SOFR (M)	4.00%	8.42%	09/2026	4,081		4,056		3,899
Pearls (Netherlands) Bidco B.V.	Specialty Chemicals & Materials	SOFR (Q)	3.75%	7.84%	02/2029	1,333		1,330		1,298
PetVet Care Centers, LLC (fka Pearl Intermediate Parent LLC)	Consumer Services	L (M)	3.50%	7.88%	02/2025	7,975		7,962		7,537
Physician Partners, LLC	Healthcare	SOFR (M)	4.00%	8.42%	12/2028	4,252		4,214		4,068
Premise Health Holding Corp.	Healthcare	L (S)	3.75%	7.92%	07/2025	1,946		1,942		1,888
Project Boost Purchaser, LLC	Business Services	L (M)	3.50%	7.88%	05/2026	2,463		2,458		2,377
RealPage, Inc.	Software	L (M)	3.00%	7.38%	04/2028	3,628		3,617		3,460
RLG Holdings, LLC	Packaging	L (M)	4.00%	8.38%	07/2028	4,719		4,700		4,456
Sierra Enterprises, LLC	Food & Beverage	L (Q)	4.00%	8.41%	11/2024	4,172		4,164		2,910
Snap One Holdings Corp.	Distribution & Logistics	L (M)	4.50%	8.88%	12/2028	8,584		8,509		7,898
Sovos Brands Intermediate, Inc.	Food & Beverage	L (Q)	3.50%	7.91%	06/2028	8,290		8,273		8,110
STATS Intermediate Holdings, LLC	Business Services	SOFR (Q)	7.25%	11.52%	07/2026	2,294		2,204		2,202
Storable, Inc.	Software	SOFR (M)	3.50%	7.98%	04/2028	3,960		3,940		3,788
Symplr Software, Inc.	Healthcare	SOFR (Q)	4.50%	8.69%	12/2027	3,765		3,756		3,163
Syndigo LLC	Software	L (M)	4.50%	8.84%	12/2027	9,760		9,744		9,497
Therapy Brands Holdings LLC	Software	L (M)	4.00%	8.35%	05/2028	6,030		6,004		5,668
Thermostat Purchaser III, Inc.	Business Services	L (Q)	4.50%	9.23%	08/2028	4,288		4,270		4,143
USIC Holdings, Inc.	Business Services	L (M)	3.50%	7.88%	05/2028	3,801		3,788		3,638
Valcour Packaging, LLC	Packaging	L (S)	3.75%	7.98%	10/2028	3,276		3,268		2,744
Virtusa Corporation	Information Technology	SOFR (M)	3.75%	8.17%	02/2029	2,281		2,260		2,208
VT Topco, Inc.	Business Services	L (M)	3.75%	6.16%	08/2025	308		306		293
VT Topco, Inc.	Business Services	L (M)	3.75%	8.13%	08/2025	8,378		8,350		8,154
WatchGuard Technologies, Inc.	Software	SOFR (M)	5.25%	9.57%	07/2029	4,081		3,824		3,915
Wrench Group LLC	Consumer Services	L (Q)	4.00%	8.73%	04/2026	9,469		9,421		9,155
YI, LLC	Healthcare	L (M)	4.00%	8.38%	11/2024	21,982		21,975		21,251
Zone Climate Services, Inc.	Business Services	SOFR (S)	4.75%	8.62%	03/2028	9,950		9,773		9,791
Zone Climate Services, Inc.	Business Services	SOFR (S)	4.75%	8.64%	03/2028	2,187		2,149		2,152
Total Funded Investments						$	508,399	$	504,879	$	473,931
Unfunded Investments - First lien
athenahealth Group Inc.	Healthcare	—	—	—	01/2024	$	294	$	—	$	(28)
Confluent Health, LLC	Healthcare	—	—	—	11/2023	759		(4)		(111)
Thermostat Purchaser III, Inc.	Business Services	—	—	—	08/2023	669		—		(23)
VT Topco, Inc.	Business Services	—	—	—	08/2023	251		—		(7)
Total Unfunded Investments						$	1,973	$	(4)	$	(169)
Total Investments						$	510,372	$	504,875	$	473,762

(1)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the LIBOR (L), the Prime Rate (P), Secured Overnight Financing Rate (SOFR) and the alternative base rate (Base). For each investment, the current interest rate provided reflects the rate in effect as of December 31, 2022.

(2)Represents the fair value in accordance with ASC 820. The Company's board of directors does not determine the fair value of the investments held by SLP IV.

82

Table of Contents

Below is certain summarized consolidated financial information for SLP IV as of September 30, 2023 and December 31, 2022 and for the three and nine months ended September 30, 2023 and September 30, 2022:

Selected Consolidated Balance Sheet Information:	September 30, 2023		December 31, 2022
Investments at fair value (cost of $506,022 and $504,875, respectively)	$	494,851	$	473,762
Receivable from unsettled securities sold	5,275		—
Cash and other assets	16,139		12,853
Total assets	$	516,265	$	486,615
Credit facility	$	352,637	$	365,537
Deferred financing costs (net of accumulated amortization of $1,447 and $997, respectively)	(1,566)		(2,008)
Payable for unsettled securities purchased	20,346		—
Distribution payable	4,648		4,648
Other liabilities	6,641		5,410
Total liabilities	382,706		373,587
Members' capital	$	133,559	$	113,028
Total liabilities and members' capital	$	516,265	$	486,615
Selected Consolidated Statement of Operations Information:	Three Months Ended				Nine Months Ended
---	---	---	---	---	---	---	---
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Interest income	$	12,476	$	8,333	$	35,669	20,749
Other income	100		102		258		257
Total investment income	12,576		8,435		35,927		21,006
Interest and other financing expenses	6,447		3,940		18,455		8,288
Other expenses	221		188		653		596
Total expenses	6,668		4,128		19,108		8,884
Net investment income	5,908		4,307		16,819		12,122
Net realized losses on investments	(97)		(85)		(1,751)		(77)
Net change in unrealized appreciation (depreciation) of investments	10,361		(1,013)		19,942		(25,142)
Net increase (decrease) in members' capital	$	16,172	$	3,209	$	35,010	(13,097)

For the three and nine months ended September 30, 2023, the Company earned approximately $3,653 and $11,381, respectively, of dividend income related to SLP IV, which is included in dividend income. For the three and nine months ended September 30, 2022, the Company earned approximately $3,161 and $9,520, respectively, of dividend income related to SLP IV, which is included in dividend income. As of September 30, 2023 and December 31, 2022, approximately $3,653 and $3,653, respectively, of dividend income related to SLP IV was included in interest and dividend receivable.

The Company has determined that SLP IV is an investment company under ASC 946; in accordance with such guidance the Company will generally not consolidate its investment in a company other than a wholly-owned investment company subsidiary. Furthermore, ASC 810 concludes that in a joint venture where both members have equal decision making authority, it is not appropriate for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate SLP IV.

83

Table of Contents

Unconsolidated Significant Subsidiaries

In accordance with Regulation S-X Rule 10-01(b)(1), the Company evaluates its unconsolidated controlled portfolio companies to determine if any are as “significant subsidiaries.” This determination is made based upon an analysis performed under Rules 3-09 and 4-08(g) of Regulation S-X, pursuant to which the Company must determine if any of its portfolio companies are considered a “significant subsidiary" as defined by Rule 1-02(w) of Regulation S-X under this rule. As of September 30, 2023, the Company did not have any portfolio companies that were deemed to be a "significant subsidiary."

Investment Risk Factors

First and second lien debt that the Company invests in is almost entirely rated below investment grade or may be unrated. Debt investments rated below investment grade are often referred to as "leveraged loans", "high yield" or "junk" debt investments, and may be considered "high risk" compared to debt investments that are rated investment grade. These debt investments are considered speculative because of the credit risk of the issuers. Such issuers are considered more likely than investment grade issuers to default on their payments of interest and principal, and such risk of default could reduce the net asset value and income distributions of the Company. In addition, some of the Company's debt investments will not fully amortize during their lifetime, which could result in a loss or a substantial amount of unpaid principal and interest due upon maturity. First and second lien debt may also lose significant market value before a default occurs. Furthermore, an active trading market may not exist for these first and second lien debt investments. This illiquidity may make it more difficult to value the debt.

Subordinated debt is generally subject to similar risks as those associated with first and second lien debt, except that such debt is subordinated in payment and/or lower in lien priority. Subordinated debt is subject to the additional risk that the cash flow of the borrower and the property securing the debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured and unsecured obligations of the borrower.

The Company may directly invest in the equity of private companies or, in some cases, equity investments could be made in connection with a debt investment. Equity investments may or may not fluctuate in value, resulting in recognized realized gains or losses upon disposition.

Note 4. Fair Value

Pursuant to Rule 2a-5, a market quotation is readily available for purposes of Section 2(a)(41) of the 1940 Act with respect to a security only when that “quotation is a quoted price (unadjusted) in active markets for identical investments that the fund can access at the measurement date, provided that a quotation will not be readily available if it is not reliable.” Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that prioritizes and ranks the inputs to valuation techniques used in measuring investments at fair value. The hierarchy classifies the inputs used in measuring fair value into three levels as follows:

Level I—Quoted prices (unadjusted) are available in active markets for identical investments and the Company has the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by ASC 820, the Company, to the extent that it holds such investments, does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Level II—Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:

•Quoted prices for similar assets or liabilities in active markets;

•Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);

•Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and

•Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.

Level III—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.

The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include

84

Table of Contents

inputs that are both observable and unobservable. Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs and unobservable inputs.

The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period.

The following table summarizes the levels in the fair value hierarchy that the Company’s portfolio investments fall into as of September 30, 2023:

	Total		Level I		Level II		Level III
First lien	$	1,691,480	$	—	$	10,813	$	1,680,667
Second lien	529,613		—		67,780		461,833
Subordinated	86,238		—		5,661		80,577
Equity and other	804,572		—		—		804,572
Total investments	$	3,111,903	$	—	$	84,254	$	3,027,649

The following table summarizes the levels in the fair value hierarchy that the Company’s portfolio investments fall into as of December 31, 2022:

	Total		Level I		Level II		Level III
First lien	$	1,753,967	$	—	$	—	$	1,753,967
Second lien	561,207		—		81,139		480,068
Subordinated	76,659		—		3,817		72,842
Equity and other	829,414		—		—		829,414
Total investments	$	3,221,247	$	—	$	84,956	$	3,136,291

The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended September 30, 2023, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at September 30, 2023:

	Total		First Lien		Second Lien		Subordinated		Equity and<br>other
Fair Value, June 30, 2023	$	3,095,531	$	1,693,215	$	495,695	$	78,960	$	827,661
Total gains or losses included in earnings:
Net realized gains on investments	4,671		111		—		—		4,560
Net change in unrealized (depreciation) appreciation	(17,113)		1,280		9,084		209		(27,686)
Purchases, including capitalized PIK and revolver fundings	33,311		26,051		1,244		1,408		4,608
Proceeds from sales and paydowns of investments	(88,751)		(39,990)		(44,190)		—		(4,571)
Fair Value, September 30, 2023	$	3,027,649	$	1,680,667	$	461,833	$	80,577	$	804,572
Unrealized (depreciation) appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:	$	(17,605)	$	1,695	$	8,177	$	209	$	(27,686)

Table of Contents

The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended September 30, 2022, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at September 30, 2022:

	Total		First Lien		Second Lien		Subordinated		Equity and<br>other
Fair Value, June 30, 2022	$	3,129,485	$	1,835,954	$	434,069	$	55,968	$	803,494
Total gains or losses included in earnings:
Net realized gains on investments	62		45		—		—		17
Net change in unrealized (depreciation) appreciation	(24,503)		(19,170)		(13,958)		(526)		9,151
Purchases, including capitalized PIK and revolver fundings	147,022		116,907		7,422		18,321		4,372
Proceeds from sales and paydowns of investments	(176,517)		(175,045)		(1,448)		—		(24)
Transfers into Level III(1)	79,611		—		79,611		—		—
Fair Value, September 30, 2022	$	3,155,160	$	1,758,691	$	505,696	$	73,763	$	817,010
Unrealized (depreciation) appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:	$	(24,455)	$	(19,123)	$	(13,958)	$	(526)	$	9,152

(1)As of September 30, 2022, portfolio investments were transferred into Level III from Level II at fair value as of the beginning of the period in which the reclassification occurred.

The following table summarizes the changes in fair value of Level III portfolio investments for the nine months ended September 30, 2023, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at September 30, 2023:

	Total		First Lien		Second Lien		Subordinated		Equity and<br>other
Fair Value, December 31, 2022	$	3,136,291	$	1,753,967	$	480,068	$	72,842	$	829,414
Total gains or losses included in earnings:
Net realized gains (losses) on investments	7,944		(1,244)		(24,627)		—		33,815
Net change in unrealized (depreciation) appreciation	(15,994)		(2,141)		31,862		(251)		(45,464)
Purchases, including capitalized PIK and revolver fundings(1)	216,221		184,157		3,185		7,986		20,893
Proceeds from sales and paydowns of investments(1)	(321,049)		(242,582)		(44,381)		—		(34,086)
Transfers into Level III(2)	15,726		—		15,726		—		—
Transfers out of Level III(2)	(11,490)		(11,490)		—		—		—
Fair Value, September 30, 2023	$	3,027,649	$	1,680,667	$	461,833	$	80,577	$	804,572
Unrealized (depreciation) appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:	$	(35,115)	$	(4,814)	$	15,305	$	(143)	$	(45,463)

(1)Includes non-cash reorganizations and restructurings.

(2)As of September 30, 2023, portfolio investments were transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.

Table of Contents

The following table summarizes the changes in fair value of Level III portfolio investments for the nine months ended September 30, 2022, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at September 30, 2022:

	Total		First Lien		Second Lien		Subordinated		Equity and<br>other
Fair Value, December 31, 2021	$	2,843,456	$	1,635,143	$	319,120	$	50,742	$	838,451
Total gains or losses included in earnings:
Net realized gains (losses) on investments	35,753		(618)		—		—		36,371
Net change in unrealized (depreciation) appreciation	(64,552)		(13,309)		(47,712)		(2,078)		(1,453)
Purchases, including capitalized PIK and revolver fundings	587,780		515,997		19,269		25,099		27,415
Proceeds from sales and paydowns of investments	(478,245)		(378,522)		(15,949)		—		(83,774)
Transfers into Level III(1)	230,968		—		230,968		—		—
Fair Value, September 30, 2022	$	3,155,160	$	1,758,691	$	505,696	$	73,763	$	817,010
Unrealized (depreciation) appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:	$	(23,102)	$	(13,414)	$	(47,712)	$	(2,078)	$	40,102

(1)As of September 30, 2022, portfolio investments were transferred into Level III from Level II at fair value as of the beginning of the period in which the reclassification occurred.

Except as noted in the tables above, there were no other transfers in or out of Level I, II, or III during the three and nine months ended September 30, 2023 and September 30, 2022. Transfers into Level III occur as quotations obtained through pricing services are deemed not representative of fair value as of the balance sheet date and such assets are internally valued. As quotations obtained through pricing services are substantiated through additional market sources, investments are transferred out of Level III. In addition, transfers out of Level III and transfers into Level III occur based on the increase or decrease in the availability of certain observable inputs.

The Company invests in revolving credit facilities. These investments are categorized as Level III investments as these assets are not actively traded and their fair values are often implied by the term loans of the respective portfolio companies.

The Company generally uses the following framework when determining the fair value of investments where there are little, if any, market activity or observable pricing inputs. The Company typically determines the fair value of its performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered:

Company Performance, Financial Review, and Analysis: Prior to investment, as part of its due diligence process, the Company evaluates the overall performance and financial stability of the portfolio company. Post investment, the Company analyzes each portfolio company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and earnings before interest, taxes, depreciation, and amortization ("EBITDA") growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. The Company also attempts to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of its original investment thesis. This analysis is specific to each portfolio company. The Company leverages the knowledge gained from its original due diligence process, augmented by this subsequent monitoring, to continually refine its outlook for each of its portfolio companies and ultimately form the valuation of its investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, the Company will consider the pricing indicated by the external event to corroborate the private valuation.

For debt investments, the Company may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of the Company’s debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, the Company may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value. After enterprise value coverage is demonstrated for the Company’s debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.

Table of Contents

Market Based Approach:  The Company may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. The Company considers numerous factors when selecting the appropriate companies whose trading multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. The Company may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiple will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment. In applying the market based approach as of September 30, 2023 and December 31, 2022, the Company used the relevant EBITDA or revenue multiple ranges set forth in the table below to determine the enterprise value of its portfolio companies. The Company believes these were reasonable ranges in light of current comparable company trading levels and the specific portfolio companies involved.

Income Based Approach: The Company also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. The comparable investment approach utilizes an average yield-to maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement. In applying the income based approach as of September 30, 2023 and December 31, 2022, the Company used the discount ranges set forth in the table below to value investments in its portfolio companies.

The unobservable inputs used in the fair value measurement of the Company's Level III investments as of September 30, 2023 were as follows:

					Range
Type	Fair Value as of September 30, 2023		Approach	Unobservable Input	Low		High		Weighted<br>Average(1)
First lien	$	1,652,759	Market & income approach	EBITDA multiple	1.3x		32.5x		15.2x
				Revenue multiple	4.0x		19.5x		7.0x
				Discount rate	9.4	%	25.4	%	11.6	%
	27,908		Other	N/A(2)	N/A		N/A		N/A
Second lien	458,833		Market & income approach	EBITDA multiple	7.8x		21.0x		15.0x
				Discount rate	10.3	%	34.0	%	12.5	%
	3,000		Other	N/A(2)	N/A		N/A		N/A
Subordinated	80,577		Market & income approach	EBITDA multiple	9.0x		32.5x		16.2x
				Discount rate	13.0	%	22.9	%	16.5	%
Equity and other	798,186		Market & income approach	EBITDA multiple	5.5x		26.5x		12.5x
				Revenue multiple	4.0x		20.1x		7.5x
				Discount rate	6.4	%	44.0	%	11.6	%
	6,386		Other	N/A(2)	N/A		N/A		N/A
	$	3,027,649

(1)Unobservable inputs were weighted by the relative fair value of the investments.

(2)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.

Table of Contents

The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2022 were as follows:

					Range
Type	Fair Value as of December 31, 2022		Approach	Unobservable Input	Low		High		Weighted<br>Average(1)
First lien	$	1,663,116	Market & income approach	EBITDA multiple	4.8x		38.0x		15.3x
				Revenue multiple	5.0x		19.5x		9.5x
				Discount rate	8.3	%	29.4	%	11.1	%
	90,851		Other	N/A(2)	N/A		N/A		N/A
Second lien	471,350		Market & income approach	EBITDA multiple	8.2x		32.0x		15.2x
				Discount rate	11.2	%	47.1	%	13.7	%
	8,718		Other	N/A(2)	N/A		N/A		N/A
Subordinated	72,842		Market & income approach	EBITDA multiple	8.0x		23.5x		16.3x
				Discount rate	13.5	%	29.7	%	17.0	%
Equity and other	793,468		Market & income approach	EBITDA multiple	4.8x		26.5x		13.0x
				Revenue multiple	10.5x		19.5x		14.6x
				Discount rate	6.4	%	44.0	%	13.0	%
	35,946		Other	N/A(2)	N/A		N/A		N/A
	$	3,136,291

(1)Unobservable inputs were weighted by the relative fair value of the investments.

(2)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.

The carrying value of the collateralized agreement approximates fair value as of September 30, 2023 and is considered a Level III investment. The fair value of other financial assets and liabilities approximates their carrying value based on the short-term nature of these items.

The Holdings Credit Facility, NMFC Credit Facility, DB Credit Facility, SBA-guaranteed debentures, Unsecured Notes and NMNLC Credit Facility II are considered Level III investments. The fair value of the Convertible Notes (as defined below) are based on quoted prices and are considered Level II investments. See Note 7. Borrowings, for details.

The following are the principal amounts and fair values of the Company’s borrowings as of September 30, 2023 and December 31, 2022. Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings or market quotes, if available.

	As of
	September 30, 2023				December 31, 2022
	Principal Amount		Fair Value		Principal Amount		Fair Value
Holdings Credit Facility	$	569,563	$	560,767	$	618,963	$	604,971
Unsecured Notes	391,500		363,692		531,500		499,551
Convertible Notes	260,000		264,706		316,816		317,071
SBA-guaranteed debentures	300,000		250,087		300,000		250,442
NMFC Credit Facility (1)	192,115		190,537		40,359		39,699
DB Credit Facility	186,400		185,553		186,400		183,734
NMNLC Credit Facility II	2,858		2,848		3,785		3,775
Total Borrowings	$	1,902,436	$	1,818,190	$	1,997,823	$	1,899,243

(1)     As of September 30, 2023, the principal amount of the NMFC Credit Facility was $192,115, which includes £22,850 denominated in GBP and €700 denominated in EUR that has been converted to U.S. dollars. As of September 30, 2023, the fair value of the NMFC Credit Facility was $190,537, which included £22,662 denominated in GBP and €694 denominated in EUR that has been converted to U.S. dollars. As of December 31, 2022, the principal amount of the NMFC Credit Facility was $40,359, which included £22,850 denominated in GBP and €700 denominated in EUR

Table of Contents

that has been converted to U.S. dollars. As of December 31, 2022, the fair value of the NMFC Credit Facility was $39,699, which included £22,476 denominated in GBP and €689 denominated in EUR that has been converted to U.S. dollars.

Fair value risk factors—The Company seeks investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the Company's portfolio companies conduct their operations, as well as general economic, political and public health conditions, may have a significant negative impact on the operations and profitability of the Company's investments and/or on the fair value of the Company's investments. The Company's investments are subject to the risk of non-payment of scheduled interest or principal, resulting in a reduction in income to the Company and their corresponding fair valuations. Also, there may be risk associated with the concentration of investments in one geographic region or in certain industries. These events are beyond the control of the Company and cannot be predicted. Furthermore, the ability to liquidate investments and realize value is subject to uncertainties.

Note 5. Agreements

The Company entered into an investment advisory and management agreement (the “Investment Management Agreement”) with the Investment Adviser which was most recently re-approved by the Company's board of directors on January 24, 2023, at an in-person meeting, for a period of 12 months commencing on March 1, 2023. Under the Investment Management Agreement, the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, the Company. For providing these services, the Investment Adviser receives a fee from the Company, consisting of two components—a base management fee and an incentive fee. On November 1, 2021, the Company entered into Amendment No. 1 to the Investment Management Agreement (“Amendment No. 1”). As described below, the sole purpose of Amendment No. 1 was to reduce the base management fee from 1.75% of the Company’s gross assets to 1.4% of the Company’s gross assets.

Pursuant to Amendment No. 1, the base management fee is calculated at an annual rate of 1.4% of the Company's gross assets, which equals the Company's total assets on the Consolidated Statements of Assets and Liabilities, less cash and cash equivalents. The base management fee is payable quarterly in arrears, and is calculated based on the average value of the Company's gross assets, which equals the Company's total assets, as determined in accordance with GAAP, less cash and cash equivalents at the end of each of the two most recently completed calendar quarters, and appropriately adjusted on a pro rata basis for any equity capital raises or repurchases during the current calendar quarter. The Company has not invested, and currently is not invested, in derivatives. To the extent the Company invests in derivatives in the future, the Company will use the actual value of the derivatives, as reported on the Consolidated Statements of Assets and Liabilities, for purposes of calculating its base management fee.

Effective as of and for the quarter ended March 31, 2021 through the quarter ending December 31, 2024, the Investment Adviser entered into a fee waiver agreement (the "Fee Waiver Agreement"), amended on August 7, 2023, pursuant to which the Investment Adviser will waive base management fees in order to reach a target base management fee of 1.25% on gross assets (the “Reduced Base Management Fee”). The Fee Waiver Agreement was most recently extended for a period of one year through the quarter ending December 31, 2024 by the Investment Adviser on August 7, 2023. The Investment Adviser cannot recoup management fees that the Investment Adviser has previously waived. For the three and nine months ended September 30, 2023, management fees waived were approximately $1,013 and $3,172, respectively. For the three and nine months ended September 30, 2022, management fees waived were approximately $1,115 and $3,349, respectively.

The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 20.0% of the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter, subject to a “preferred return”, or “hurdle”, and a “catch-up” feature. “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, upfront, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under an administration agreement, as amended and restated (the “Administration Agreement”), with the Administrator, and any interest expense and distributions paid on any issued and outstanding preferred stock (of which there were none as of September 30, 2023), but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Table of Contents

Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a "hurdle rate" of 2.0% per quarter (8.0% annualized), subject to a "catch-up" provision measured as of the end of each calendar quarter. The hurdle rate is appropriately pro-rated for any partial periods. The calculation of the Company’s incentive fee with respect to the Pre-Incentive Fee Net Investment Income for each quarter is as follows:

•No incentive fee is payable to the Investment Adviser in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 2.0% (the "preferred return" or "hurdle").

•100.0% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 2.5% in any calendar quarter (10.0% annualized) is payable to the Investment Adviser. This portion of the Company’s Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than or equal to 2.5%) is referred to as the "catch-up". The catch-up provision is intended to provide the Investment Adviser with an incentive fee of 20.0% on all of the Company’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company's Pre-Incentive Fee Net Investment Income exceeds 2.5% in any calendar quarter.

•20.0% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any calendar quarter (10.0% annualized) is payable to the Investment Adviser once the hurdle is reached and the catch-up is achieved.

The second part of the incentive fee will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement) and will equal 20.0% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee.

In accordance with GAAP, the Company accrues a hypothetical capital gains incentive fee based upon the cumulative net realized capital gains and realized capital losses and the cumulative net unrealized capital appreciation and unrealized capital depreciation on investments held at the end of each period. Actual amounts paid to the Investment Adviser are consistent with the Investment Management Agreement and are based only on actual realized capital gains computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from inception through the end of each calendar year as if the entire portfolio was sold at fair value.

The following table summarizes the management fees and incentive fees incurred by the Company for the three and nine months ended September 30, 2023 and September 30, 2022:

	Three Months Ended				Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Management fee	$	11,334	$	11,717	$	34,549	$	35,040
Less: management fee waiver	(1,013)		(1,115)		(3,172)		(3,349)
Total management fee	10,321		10,602		31,377		31,691
Incentive fee, excluding accrued capital gains incentive fees	$	10,169	$	8,202	$	29,748	$	23,605
Accrued capital gains incentive fees(1)	$	—	$	—	$	—	$	—

(1)As of September 30, 2023 and September 30, 2022, no actual capital gains incentive fee was owed under the Investment Management Agreement by the Company, as cumulative net realized capital gains did not exceed cumulative unrealized capital depreciation.

The Company has entered into the Administration Agreement with the Administrator under which the Administrator provides administrative services. The Administration Agreement was most recently re-approved by the board of directors on January 24, 2023 for a period of 12 months commencing on March 1, 2023. The Administrator maintains, or oversees the maintenance of, the Company’s consolidated financial records, prepares reports filed with the SEC, generally monitors the payment of the Company's expenses and oversees the performance of administrative and professional services rendered by others. The Company reimburses the Administrator for the Company's allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to the Company under the Administration Agreement. Pursuant to the Administration Agreement and further restricted by the Company, the Administrator may, in its own discretion, submit to the Company for reimbursement some or all of the expenses that the Administrator has incurred on behalf of the Company during any quarterly period. As a result, the amount of expenses for which the Company will have to reimburse the

Table of Contents

Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to the Company for reimbursement in the future. However, it is expected that the Administrator will continue to support part of the expense burden of the Company in the near future and may decide to not calculate and charge through certain overhead related amounts as well as continue to cover some of the indirect costs. The Administrator cannot recoup any expenses that the Administrator has previously waived. For the three and nine months ended September 30, 2023, approximately $563 and $1,659, respectively, of indirect administrative expenses were included in administrative expenses, of which no expenses were waived by the Administrator. For the three and nine months ended September 30, 2022, approximately $496 and $1,854, respectively, of indirect administrative expenses were included in administrative expenses of which $0 and $238, respectively, were waived by the Administrator. As of September 30, 2023 and December 31, 2022, approximately $563 and $605, respectively, of indirect administrative expenses were included in payable to affiliates. For the three and nine months ended September 30, 2023, the reimbursement to the Administrator represented approximately 0.02% and 0.05%, respectively, of the Company's gross assets. For the three and nine months ended September 30, 2022, the reimbursement to the Administrator represented approximately 0.01% and 0.05%, respectively, of the Company's gross assets.

The Company, the Investment Adviser and the Administrator have also entered into a Trademark License Agreement, as amended, with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant the Company, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the "New Mountain" and the "New Mountain Finance" names, as well as the NMF logo. Under the Trademark License Agreement, as amended, subject to certain conditions, the Company, the Investment Adviser and the Administrator will have a right to use the "New Mountain" and "New Mountain Finance" names, as well as the NMF logo, for so long as the Investment Adviser or one of its affiliates remains the investment adviser of the Company. Other than with respect to this limited license, the Company, the Investment Adviser and the Administrator will have no legal right to the "New Mountain" or the "New Mountain Finance" names, as well as the NMF logo.

In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the “Temporary Relief), the Company was permitted, subject to the satisfaction of certain conditions, to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds did not hold an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such co-investments with the Company unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the Temporary Relief expired on December 31, 2020, the SEC’s Division of Investment Management had indicated that until March 31, 2022, it would not recommend enforcement action, to the extent that any BDC with an existing co-investment order continued to engage in certain transactions described in the Temporary Relief, pursuant to the same terms and conditions described therein. The Temporary Relief is no longer effective; however, on August 30, 2022, the Company received an Order from the SEC that amended its existing Exemptive Order to permit the Company to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds do not hold an investment in such existing portfolio company, subject to certain conditions.

Note 6. Related Parties

The Company has entered into a number of business relationships with affiliated or related parties.

The Company has entered into the Investment Management Agreement with the Investment Adviser, a wholly-owned subsidiary of New Mountain Capital. Therefore, New Mountain Capital is entitled to any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of the Investment Management Agreement, less expenses incurred by the Investment Adviser in performing its services under the Investment Management Agreement.

The Company has entered into the Fee Waiver Agreement with the Investment Adviser, pursuant to which the Investment Adviser agreed to voluntarily reduce the base management fees payable to the Investment Adviser by the Company under the Investment Management Agreement beginning with the quarter ended March 31, 2021 through the quarter ended December 31, 2022. Subsequently, the Company and the Investment Adviser extended the term of the Fee Waiver Agreement to be effective through the quarter ending December 31, 2024. See Note 5. Agreements, for details.

The Company has entered into the Administration Agreement with the Administrator, a wholly-owned subsidiary of New Mountain Capital. The Administrator arranges office space for the Company and provides office equipment and administrative services necessary to conduct their respective day-to-day operations pursuant to the Administration Agreement. The Company reimburses the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to the Company under the Administration Agreement, which includes the fees and expenses associated with performing administrative, finance and compliance functions, and the compensation of the Company's chief financial officer and chief compliance officer and their respective staffs.

Table of Contents

The Company, the Investment Adviser and the Administrator have entered into a royalty-free Trademark License Agreement, as amended, with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant the Company, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the name "New Mountain" and "New Mountain Finance", as well as the NMF logo.

The Company has adopted a formal code of ethics that governs the conduct of its officers and directors. These officers and directors also remain subject to the duties imposed by the 1940 Act and the Delaware General Corporation Law.

The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to the Company’s investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for the Company or for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that the Company should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff and consistent with the Investment Adviser’s allocation procedures. On October 8, 2019, the SEC issued an exemptive order (the “Exemptive Order”), which superseded a prior order issued on December 18, 2017, which permits the Company to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, the Company is permitted to co-invest with its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company's independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of the Company's stockholders and is consistent with its then-current investment objective and strategies. The Exemptive Order was amended on August 30, 2022 to permit the Company to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds do not hold an investment in such existing portfolio company, subject to certain conditions.

On March 30, 2020, an affiliate of the Investment Adviser purchased directly from NMNLC 105,030 shares of NMNLC’s common stock at a price of $107.73 per share, which represented the net asset value per share of NMNLC at the date of purchase, for an aggregate purchase price of approximately $11,315. Immediately thereafter, NMNLC redeemed 105,030 shares of its common stock held by the Company in exchange for a promissory note with a principal amount of $11,315 and a 7.0% interest rate, which was repaid by NMNLC to the Company on March 31, 2020.

On March 30, 2020, the Company entered into an unsecured revolving credit facility with NMF Investments III, L.L.C., an affiliate of the Investment Adviser, with a $30,000 maximum amount of revolver borrowings available and a maturity date of December 31, 2022. On May 4, 2020, the Company entered into an Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amounts of revolving borrowings available thereunder from $30,000 to $50,000. On December 17, 2021, the Company entered into Amendment No. 1 to the Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which lowered the interest rate and extended the maturity date from December 31, 2022 to December 31, 2024. Refer to Note 7. Borrowings for discussion of the Unsecured Management Company Revolver (defined below).

Note 7. Borrowings

On June 8, 2018 the Company's shareholders approved the application of the modified asset coverage requirements set forth in Section 61(a) of the 1940 Act, which resulted in the reduction of the minimum asset coverage ratio applicable to the Company from 200.0% to 150.0% as of June 9, 2018 (which means the Company can borrow $2 for every $1 of its equity). As a result of the Company's exemptive relief received on November 5, 2014, the Company is permitted to exclude its SBA-guaranteed debentures from the 150.0% asset coverage ratio that the Company is required to maintain under the 1940 Act. The agreements governing the NMFC Credit Facility, the Convertible Notes (as defined below) and the Unsecured Notes (as defined below) contain certain covenants and terms, including a requirement that the Company not exceed a debt-to-equity ratio of 1.65 to 1.00 at the time of incurring additional indebtedness and a requirement that the Company not exceed a secured debt ratio of 0.70 to 1.00 at any time. As of September 30, 2023, the Company’s asset coverage ratio was 182.7%.

Holdings Credit Facility—On October 24, 2017, the Company entered into the Third Amended and Restated Loan and Security Agreement (as amended from time to time, the "Loan and Security Agreement") among the Company, as the Collateral Manager, NMF Holdings, as the Borrower, Wells Fargo Securities, LLC, as the Administrative Agent and Wells Fargo Bank, National Association, as the Lender and Collateral Custodian (the "Holdings Credit Facility"). As of the amendment on April 20, 2021, the maturity date of the Holdings Credit Facility is April 20, 2026, and the maximum facility amount is the lesser of $800,000 and the actual commitments of the lenders to make advances as of such date.

Table of Contents

As of September 30, 2023, the maximum amount of revolving borrowings available under the Holdings Credit Facility is $730,000. Under the Holdings Credit Facility, NMF Holdings is permitted to borrow up to 35.0%, 45.0%, 55.0%, 67.5% or 70.0% of the purchase price of pledged assets, subject to approval by Wells Fargo Bank, National Association. The Holdings Credit Facility is non-recourse to the Company and is collateralized by all of the investments of NMF Holdings on an investment by investment basis. All fees associated with the origination, amending or upsizing of the Holdings Credit Facility are capitalized on the Company's Consolidated Statement of Assets and Liabilities and charged against income as other financing expenses over the life of the Holdings Credit Facility. The Holdings Credit Facility contains certain customary affirmative and negative covenants and events of default. In addition, the Holdings Credit Facility requires the Company to maintain a minimum asset coverage ratio of 150.0%. The covenants are generally not tied to mark to market fluctuations in the prices of NMF Holdings investments, but rather to the performance of the underlying portfolio companies.

As of the amendment on April 28, 2023, the Holdings Credit Facility bears interest at a rate of SOFR plus 1.70% for Broadly Syndicated Loans (as defined in the Seventh Amendment to the Loan and Security Agreement) and SOFR plus 2.20% per annum for all other investments. From April 20, 2021 to April 27, 2023, the Holdings Credit Facility bore interest at a rate of LIBOR plus 1.60% per annum for Broadly Syndicated Loans (as defined in the Fifth Amendment to the Loan and Security Agreement) and LIBOR plus 2.10% per annum for all other investments. The Holdings Credit Facility also charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the Third Amended and Restated Loan and Security Agreement).

The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the Holdings Credit Facility for the three and nine months ended September 30, 2023 and September 30, 2022:

	Three Months Ended						Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Interest expense	$	10,340		$	6,734		$	31,345		$	13,937
Non-usage fee	$	209		$	154		$	473		$	558
Amortization of financing costs	$	475		$	807		$	1,408		$	2,395
Weighted average interest rate	7.2		%	4.4		%	6.9		%	3.2		%
Effective interest rate	7.8		%	5.0		%	7.4		%	3.9		%
Average debt outstanding	$	563,470		$	607,585		$	603,154		$	580,699

As of September 30, 2023 and December 31, 2022, the outstanding balance on the Holdings Credit Facility was $569,563 and $618,963, respectively, and NMF Holdings was in compliance with the applicable covenants in the Holdings Credit Facility on such dates.

NMFC Credit Facility—The Amended and Restated Senior Secured Revolving Credit Agreement, (as amended from time to time, and together with the related guarantee and security agreement, the "RCA"), dated June 4, 2021, among the Company, as the Borrower, Goldman Sachs Bank USA, as the Administrative Agent and Collateral Agent, and Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Stifel Bank & Trust and MUFG Union Bank, N.A., as Lenders (the "NMFC Credit Facility"), is structured as a senior secured revolving credit facility. The NMFC Credit Facility is guaranteed by certain of the Company's domestic subsidiaries and proceeds from the NMFC Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. As of the amendment on June 4, 2021, the maturity date of the NMFC Credit Facility is June 4, 2026.

As of September 30, 2023, the maximum amount of revolving borrowings available under the NMFC Credit Facility was $198,500. The Company is permitted to borrow at various advance rates depending on the type of portfolio investment, as outlined in the RCA. All fees associated with the origination and amending of the NMFC Credit Facility are capitalized on the Company’s Consolidated Statement of Assets and Liabilities and charged against income as other financing expenses over the life of the NMFC Credit Facility. The NMFC Credit Facility contains certain customary affirmative and negative covenants and events of default, including certain financial covenants related to asset coverage and liquidity and other maintenance covenants.

As of the most recent amendment on June 29, 2023, the NMFC Credit Facility generally bears interest at a rate of SOFR plus any applicable credit spread adjustment, Sterling Overnight Interbank Average Rate ("SONIA") or Euro Interbank Offered Rate ("EURIBOR") plus 2.10% per annum or the prime rate plus 1.10% per annum, and charges a commitment fee, based on the unused facility amount multiplied by 0.375% per annum (as defined in the RCA). Prior to June 29, 2023, the NMFC Credit Facility generally bore interest at a rate of LIBOR, SONIA or EURIBOR plus 2.10% per annum or the prime rate plus 1.10% per annum, and charged a commitment fee, based on the unused facility amount multiplied by 0.375% per annum (as defined in the RCA).

Table of Contents

The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the NMFC Credit Facility for the three and nine months ended September 30, 2023 and September 30, 2022:

	Three Months Ended						Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Interest expense	$	2,680		$	1,872		$	5,481		$	3,798
Non-usage fee	$	55		$	25		$	269		$	118
Amortization of financing costs	$	56		$	60		$	162		$	175
Weighted average interest rate	7.4		%	4.3		%	7.0		%	3.2		%
Effective interest rate	7.8		%	4.5		%	7.6		%	3.5		%
Average debt outstanding	$	141,764		$	171,850		$	104,227		$	156,303

As of September 30, 2023, the outstanding balance on the NMFC Credit Facility was $192,115, which included £22,850 denominated in British Pound Sterling ("GBP") and €700 denominated in Euro ("EUR") that have been converted to U.S. dollars. As of December 31, 2022, the outstanding balance on the NMFC Credit Facility was $40,359, which included £22,850 denominated in GBP and €700 denominated in EUR that have been converted to U.S. dollars.

Unsecured Management Company Revolver—The Uncommitted Revolving Loan Agreement (the "Uncommitted Revolving Loan Agreement"), dated March 30, 2020, by and between the Company, as the Borrower, and NMF Investments III, L.L.C., as Lender, an affiliate of the Investment Adviser (the "Unsecured Management Company Revolver"), is structured as a discretionary unsecured revolving credit facility. The proceeds from the Unsecured Management Company Revolver may be used for general corporate purposes, including the funding of portfolio investments. As of the most recent amendment on December 17, 2021, the maturity date of the Unsecured Management Company Revolver is December 31, 2024.

As of the amendment on December 17, 2021, the Unsecured Management Company Revolver bears interest at a rate of 4.00% per annum. On May 4, 2020, the Company entered into an Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amounts of revolving borrowings available thereunder from $30,000 to $50,000. As of September 30, 2023, the maximum amount of revolving borrowings available under the Unsecured Management Company Revolver was $50,000 and no borrowings were outstanding. For the three and nine months ended September 30, 2023, amortization of financing costs were $1 and $2, respectively. For the three and nine months ended September 30, 2022, amortization of financing costs were $4 and $10, respectively.

DB Credit Facility—The Loan Financing and Servicing Agreement (the "LFSA"), dated December 14, 2018 and as amended from time to time, among NMFDB as the borrower, Deutsche Bank AG, New York Branch ("Deutsche Bank") as the facility agent, Lender and other agent from time to time party thereto and U.S. Bank National Association, as collateral agent and collateral custodian (the "DB Credit Facility"), is structured as a secured revolving credit facility and matures on March 25, 2026.

As of September 30, 2023, the maximum amount of revolving borrowings available under the DB Credit Facility was $280,000. The Company is permitted to borrow at various advance rates depending on the type of portfolio investment, as outlined in the LFSA. The DB Credit Facility is non-recourse to the Company and is collateralized by all of the investments of NMFDB on an investment by investment basis. All fees associated with the origination and amending of the DB Credit Facility are capitalized on the Company's Consolidated Statement of Assets and Liabilities and charged against income as other financing expenses over the life of the DB Credit Facility. The DB Credit Facility contains certain customary affirmative and negative covenants and events of default. The covenants are generally not tied to mark to market fluctuations in the prices of NMFDB investments, but rather to the performance of the underlying portfolio companies.

The advances under the DB Credit Facility accrue interest at a per annum rate equal to the Applicable Margin plus the lender's Cost of Funds Rate. Prior to March 25, 2021, the Applicable Margin was equal to 2.60% during the Revolving Period, increased by 0.20% per annum after the Revolving Period and then increased by 2.00% during an Event of Default (as defined in the LFSA). From March 25, 2021 to June 29, 2023, the Applicable Margin was equal to 2.35% during the Revolving Period, increased by 0.20% per annum after the Revolving Period and then increased by 2.00% during an Event of Default. As of the amendment on June 29, 2023, the Applicable Margin is equal to 2.61% during the Revolving Period, increases by 0.20% per annum after the Revolving period and shall be increased by 2.00% per annum during an Event of Default. The "Cost of Funds Rate" for a conduit lender is the lower of its commercial paper rate and the Base Rate plus 0.50%, and for any other lender is the Base Rate. Effective June 29, 2023, the Base Rate is the three-months SOFR Rate. Prior to the amendment on June 29, 2023, the Base Rate was the three-months LIBOR rate. The Company is also charged a non-usage fee, based on the unused facility amount multiplied by the Undrawn Fee Rate (as defined in the LFSA) and a facility agent fee of 0.25% per annum on the total facility amount.

Table of Contents

The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the DB Credit Facility for the three and nine months ended September 30, 2023 and September 30, 2022:

	Three Months Ended						Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Interest expense(1)	$	3,864		$	2,682		$	11,062		$	6,555
Non-usage fee(1)	$	120		$	103		$	355		$	236
Amortization of financing costs	$	277		$	272		$	814		$	809
Weighted average interest rate	8.1		%	5.3		%	7.8		%	4.0		%
Effective interest rate	9.1		%	6.1		%	8.8		%	4.7		%
Average debt outstanding	$	186,487		$	199,442		$	186,429		$	217,817

(1)Interest expense includes the portion of the facility agent fee applicable to the drawn portion of the DB Credit Facility and non-usage fee includes the portion of the facility agent fee applicable to the undrawn portion of the DB Credit Facility.

As of September 30, 2023 and December 31, 2022, the outstanding balance on the DB Credit Facility was $186,400 and $186,400, respectively, and NMFDB was in compliance with the applicable covenants in the DB Credit Facility on such dates.

NMNLC Credit Facility II—The Credit Agreement (together with the related guarantee and security agreement, the "NMNLC CA"), dated February 26, 2021, by and between NMNLC, as the Borrower, and City National Bank, as the Lender (the "NMNLC Credit Facility II"), is structured as a senior secured revolving credit facility. As of the most recent amendment on November 1, 2022, NM CLFX LP has been added as a co-borrower and the NMNLC CA will mature on November 1, 2024. The NMNLC Credit Facility II is guaranteed by the Company and proceeds from the NMNLC Credit Facility II are able to be used for refinancing existing loans on properties held.

From December 7, 2021 through November 1, 2022, the NMNLC Credit Facility II bore interest at a rate of the SOFR plus 2.75% per annum with a 0.35% floor, and charged a commitment fee, based on the unused facility amount multiplied by 0.05% per annum (as defined in the NMNLC CA). As of the amendment on November 1, 2022, the NMNLC Credit Facility II bears interest at a rate of SOFR plus 2.25%.

Prior to the amendment on March 16, 2022, the maximum amount of revolving borrowings available under the NMNLC Credit Facility II was $20,000. As of the March 16, 2022 amendment and effective May 1, 2022 through November 1, 2022, the maximum amount of revolving borrowings available under the NMNLC Credit Facility II was $10,000. As of the amendment on November 1, 2022, the maximum amount of revolving borrowings available to all borrowers under the NMNLC Credit Facility II is $27,500, of which $25,413 is outstanding as of September 30, 2023.

The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the NMNLC Credit Facility II for the three and nine months ended September 30, 2023 and September 30, 2022:

	Three Months Ended						Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Interest expense	$	40		$	25		$	136		$	225
Non-usage fee	$	—		$	1		$	1		$	2
Amortization of financing costs	$	21		$	5		$	66		$	40
Weighted average interest rate	7.5		%	5.0		%	7.1		%	3.4		%
Effective interest rate	11.7		%	6.1		%	10.9		%	4.0		%
Average debt outstanding	$	2,091		$	2,013		$	2,480		$	8,939

As of September 30, 2023 and December 31, 2022, the outstanding balance on the NMNLC Credit Facility II was $2,858 and $3,785, respectively, and NMNLC was in compliance with the applicable covenants in the NMNLC Credit Facility II on such date.

Table of Contents

Convertible Notes

2018 Convertible Notes—On August 20, 2018, the Company closed a registered public offering of $100,000 aggregate principal amount of unsecured convertible notes (the “2018 Convertible Notes”), pursuant to an indenture, dated August 20, 2018, as supplemented by a first supplemental indenture thereto, dated August 20, 2018 (together the “2018A Indenture”). On August 30, 2018, in connection with the registered public offering, the Company issued an additional $15,000 aggregate principal amount of the 2018 Convertible Notes pursuant to the exercise of an overallotment option by the underwriter of the 2018 Convertible Notes. On June 7, 2019, the Company closed a registered public offering of an additional $86,250 aggregate principal amount of the 2018 Convertible Notes. These additional 2018 Convertible Notes constituted a further issuance of, ranked equally in right of payment with, and formed a single series with the $115,000 aggregate principal amount of 2018 Convertible Notes that the Company issued in August 2018.

The 2018 Convertible Notes bore interest at an annual rate of 5.75%, payable semi-annually in arrears on February 15 and August 15 of each year, which commenced on February 15, 2019. The 2018 Convertible Notes matured on August 15, 2023.

On November 4, 2022, the Company launched a tender offer to purchase, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 4, 2022, up to $201,250 aggregate principal amount of then outstanding 2018 Convertible Notes for cash in an amount equal to $1,000 per $1,000 principal amount of Notes purchased (exclusive of accrued and unpaid interest on such notes) (the "Tender Offer"). The Tender Offer expired on December 6, 2022. As of the expiration of the Tender Offer, $84,434 aggregate principal amount of the 2018 Convertible Notes were validly tendered and not validly withdrawn pursuant to the Tender Offer. The Company accepted for purchase all of the 2018 Convertible Notes that were validly tendered and not validly withdrawn at the expiration of the Tender Offer. Following settlement of the Tender Offer on December 9, 2022, approximately $116,816 aggregate principal amount of the 2018 Convertible Notes remained outstanding.

On August 15, 2023, the Company's $116,816 aggregate principal amount of 2018 Convertible Notes matured and the Company repaid the outstanding principal and accrued but unpaid interest in cash.

2022 Convertible Notes—On November 2, 2022, the Company closed a private offering of $200,000 aggregate principal amount of unsecured convertible notes (the “2022 Convertible Notes”), pursuant to an indenture, dated August 20, 2018, as supplemented by a third supplemental indenture thereto, dated November 2, 2022 (together the “2018C Indenture”). On March 14, 2023, the Company issued an additional $60,000 aggregate principal amount of the 2022 Convertible Notes. These additional 2022 Convertible Notes constitute a further issuance of, rank equally in right of payment with, and form a single series with the $200,000 aggregate principal amount of 2022 Convertible Notes that the Company issued in November 2022.

The 2022 Convertible Notes bear interest at an annual rate of 7.50%, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2023. The 2022 Convertible Notes will mature on October 15, 2025 unless earlier converted, repurchased or redeemed pursuant to the terms of the 2018C Indenture. The Company may not redeem the 2022 Convertible Notes prior to July 15, 2025. On or after July 15, 2025, the Company may redeem the 2022 Convertible Notes for cash, in whole or from time to time in part, at our option at a redemption price, subject to an exception for redemption dates occurring after a record date but on or prior to the interest payment date, equal to the sum of (i) 100% of the principal amount of the 2022 Convertible Notes to be redeemed, (ii) accrued and unpaid interest thereon to, but excluding, the redemption date and (iii) a make-whole premium.

Table of Contents

The following table summarizes certain key terms related to the convertible features of the Company’s 2022 Convertible Notes as of September 30, 2023:

	2022 Convertible Notes
Initial conversion premium(1)	14.7		%
Initial conversion rate(2)	70.4225
Initial conversion price	$	14.20
Conversion rate at September 30, 2023(1)(2)	71.2860
Conversion price at September 30, 2023(2)(3)	$	14.03
Last conversion price calculation date	September 15, 2023

(1)Conversion rates denominated in shares of common stock per $1 principal amount of the 2022 Convertible Notes converted.

(2)Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.

(3)The conversion price in effect at September 30, 2023 on the 2022 Convertible Notes was calculated on September 15, 2023.

The conversion rate will be subject to adjustment upon certain events, such as stock splits and combinations, mergers, spin-offs, increases in dividends in excess of $0.30 per share per quarter for the 2022 Convertible Notes and certain changes in control. Certain of these adjustments, including adjustments for increases in dividends, are subject to a conversion price floor of $12.38 per share for the 2022 Convertible Notes. In no event will the total number of shares of common stock issuable upon conversion exceed 80.7754 per $1 principal amount of the 2022 Convertible Notes. The Company has determined that the embedded conversion option in the 2022 Convertible Notes is not required to be separately accounted for as a derivative under GAAP.

The 2022 Convertible Notes are unsecured obligations and rank senior in right of payment to the Company’s existing and future indebtedness, if any, that is expressly subordinated in right of payment to the 2022 Convertible Notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries and financing vehicles. As reflected in Note 11. Earnings Per Share, the issuance is considered part of the if-converted method for calculation of diluted earnings per share.

The following table summarizes the interest expense, amortization of financing costs and amortization of premium incurred on the 2018 and 2022 Convertible Notes (together, the "Convertible Notes") for the three and nine months ended September 30, 2023 and September 30, 2022:

	Three Months Ended						Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Interest expense	$	5,696		$	2,893		$	17,892		$	8,679
Amortization of financing costs	$	447		$	100		$	1,276		$	296
Amortization of premium	$	(52)		$	(26)		$	(101)		$	(77)
Weighted average interest rate	7.2		%	5.8		%	7.0		%	5.8		%
Effective interest rate	7.7		%	5.9		%	7.5		%	5.9		%
Average debt outstanding	$	317,138		$	201,250		$	340,881		$	201,250

As of September 30, 2023 and December 31, 2022, the outstanding balance on the 2022 Convertible Notes was $260,000 and $200,000, respectively. As of September 30, 2023 and December 31, 2022, the outstanding balance on the 2018 Convertible Notes was $0 and $116,816, respectively. The Company was in compliance with the terms of the 2018A Indenture and 2018C Indenture on such date.

Unsecured Notes— On June 30, 2017, the Company issued $55,000 in aggregate principal amount of five-year unsecured notes that matured on July 15, 2022 (the "2017A Unsecured Notes"), pursuant to the NPA and a supplement to the NPA. On July 15, 2022, the Company caused notices to be issued to holders of the Company's 2017A Unsecured Notes regarding the exercise of the Company's option to repay all of the Company's $55,000 in aggregate principal amount of issued and outstanding 2017A Unsecured Notes, which was repaid on July 14, 2022. On January 30, 2018, the Company issued

Table of Contents

$90,000 in aggregate principal amount of five year unsecured notes that matured on January 30, 2023 (the "2018A Unsecured Notes") pursuant to the NPA and a second supplement to the NPA. On January 30, 2023, the Company caused notices to be issued to holders of the Company's 2018A Unsecured Notes regarding the exercise of the Company's option to repay all of the Company's $90,000 in aggregate principal amount of issued and outstanding 2018A Unsecured Notes, which was repaid on January 27, 2023. On July 5, 2018, the Company issued $50,000 in aggregate principal amount of five year unsecured notes that matured on June 28, 2023 (the "2018B Unsecured Notes") pursuant to the NPA and a third supplement to the NPA (the "Third Supplement"). On June 28, 2023, the Company caused notices to be issued to holders of the Company's 2018B Unsecured Notes regarding the exercise of the Company's option to repay all of the Company's $50,000 in aggregate principal amount of issued and outstanding 2018B Unsecured Notes, which was repaid on June 27, 2023. On April 30, 2019, the Company issued $116,500 in aggregate principal amount of five year unsecured notes that mature on April 30, 2024 (the "2019A Unsecured Notes") pursuant to the NPA and a fourth supplement to the NPA (the "Fourth Supplement"). On January 29, 2021, the Company issued $200,000 in aggregate principal amount of five year unsecured notes that mature on January 29, 2026 (the "2021A Unsecured Notes") pursuant to the NPA and a fifth supplement to the NPA (the "Fifth Supplement"). On June 15, 2022, the Company issued $75,000 in aggregate principal amount of five year unsecured notes that mature on June 15, 2027 (the "2022A Unsecured Notes") pursuant to the NPA and a sixth supplement to the NPA (the "Sixth Supplement"). The NPA provides for future issuances of unsecured notes in separate series or tranches.

The 2017A Unsecured Notes bore interest at an annual rate of 4.760%, payable semi-annually on January 15 and July 15 of each year. The 2018A Unsecured Notes bore interest at an annual rate of 4.870%, payable semi-annually on February 15 and August 15 of each year. The 2018B Unsecured Notes bore interest at an annual rate of 5.360%, payable semi-annually on January 15 and July 15 of each year. The 2019A Unsecured Notes bear interest at an annual rate of 5.494%, payable semi-annually on April 15 and October 15 of each year. The 2021A Unsecured Notes bear interest at an annual rate of 3.875%, payable semi-annually in arrears on January 29 and July 29 of each year. The 2022A Unsecured Notes bear interest at an annual rate of 5.900%, payable semi-annually in arrears on June 15 and December 15 of each year, which commenced on December 14, 2022. These interest rates are subject to increase in the event that: (i) subject to certain exceptions, the underlying unsecured notes or the Company ceases to have an investment grade rating or (ii) the aggregate amount of the Company’s unsecured debt falls below $150,000. In each such event, the Company has the option to offer to prepay the underlying unsecured notes at par, in which case holders of the underlying unsecured notes who accept the offer would not receive the increased interest rate. In addition, the Company is obligated to offer to prepay the underlying unsecured notes at par if the Investment Adviser, or an affiliate thereof, ceases to be the Company’s investment adviser or if certain change in control events occur with respect to the Investment Adviser.

The NPA contains customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, an option to offer to prepay all or a portion of the unsecured notes under its governance at par (plus a make-whole amount, if applicable), affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC under the 1940 Act and a RIC under the Code, minimum stockholders’ equity, minimum asset coverage ratio, and prohibitions on certain fundamental changes at the Company or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, misrepresentation in a material respect, breach of covenant, cross-default under other indebtedness of the Company or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy. The Third Supplement, Fourth Supplement, Fifth Supplement and Sixth Supplement all include additional financial covenants related to asset coverage as well as other terms.

The 2017A Unsecured Notes, 2018A Unsecured Notes, 2018B Unsecured Notes, 2019A Unsecured Notes, 2021A Unsecured Notes and 2022A Unsecured Notes (together, the "Unsecured Notes") are unsecured obligations and rank senior in right of payment to the Company’s existing and future indebtedness, if any, that is expressly subordinated in right of payment to the Unsecured Notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries and financing vehicles.

Table of Contents

The following table summarizes the interest expense and amortization of financing costs incurred on the Unsecured Notes for the three and nine months ended September 30, 2023 and September 30, 2022:

	Three Months Ended						Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Interest expense	$	4,644		$	6,512		$	15,602		$	18,624
Amortization of financing costs	$	143		$	202		$	524		$	607
Weighted average interest rate	4.7		%	4.8		%	4.8		%	4.7		%
Effective interest rate	4.9		%	5.0		%	5.0		%	4.9		%
Average debt outstanding	$	391,500		$	539,870		$	433,661		$	525,456

As of September 30, 2023 and December 31, 2022, the outstanding balance on the Unsecured Notes was $391,500 and $531,500, respectively, and the Company was in compliance with the terms of the NPA as of such dates, as applicable.

SBA-guaranteed debentures—On August 1, 2014 and August 25, 2017, respectively, SBIC I and SBIC II received licenses from the SBA to operate as SBICs.

The SBIC licenses allow SBICs to obtain leverage by issuing SBA-guaranteed debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse to the Company, interest only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market-driven spread over U.S. Treasury Notes with ten year maturities. The SBA, as a creditor, will have a superior claim to the assets of SBIC I and SBIC II over the Company's stockholders in the event SBIC I and SBIC II are liquidated or the SBA exercises remedies upon an event of default.

The maximum amount of borrowings available under current SBA regulations for a single licensee is $150,000 as long as the licensee has at least $75,000 in regulatory capital, receives a capital commitment from the SBA and has been through an examination by the SBA subsequent to licensing. In June 2018, legislation amended the 1958 Act by increasing the individual leverage limit from $150,000 to $175,000, subject to SBA approvals.

As of September 30, 2023 and December 31, 2022, SBIC I had regulatory capital of $75,000 and $75,000, respectively, and SBA-guaranteed debentures outstanding of $150,000 and $150,000, respectively. As of September 30, 2023 and December 31, 2022, SBIC II had regulatory capital of $75,000 and $75,000, respectively, and $150,000 and $150,000, respectively, of SBA-guaranteed debentures outstanding. The SBA-guaranteed debentures incur upfront fees of 3.435%, which consists of a 1.00% commitment fee and a 2.435% issuance discount, which are amortized over the life of the SBA-guaranteed debentures.

Table of Contents

The following table summarizes the Company’s SBA-guaranteed debentures as of September 30, 2023:

Issuance Date	Maturity Date	Debenture Amount		Interest Rate		SBA Annual Charge
Fixed SBA-guaranteed debentures(1):
March 25, 2015	March 1, 2025	$	37,500	2.517	%	0.355	%
September 23, 2015	September 1, 2025	37,500		2.829	%	0.355	%
September 23, 2015	September 1, 2025	28,795		2.829	%	0.742	%
March 23, 2016	March 1, 2026	13,950		2.507	%	0.742	%
September 21, 2016	September 1, 2026	4,000		2.051	%	0.742	%
September 20, 2017	September 1, 2027	13,000		2.518	%	0.742	%
March 21, 2018	March 1, 2028	15,255		3.187	%	0.742	%
Fixed SBA-guaranteed debentures(2):
September 19, 2018	September 1, 2028	15,000		3.548	%	0.222	%
September 25, 2019	September 1, 2029	19,000		2.283	%	0.222	%
March 25, 2020	March 1, 2030	41,000		2.078	%	0.222	%
March 25, 2020	March 1, 2030	24,000		2.078	%	0.275	%
September 23, 2020	September 1, 2030	51,000		1.034	%	0.275	%
Total SBA-guaranteed debentures		$	300,000

(1)SBA-guaranteed debentures are held by SBIC I.

(2)SBA-guaranteed debentures are held by SBIC II.

Prior to pooling, the SBA-guaranteed debentures bear interest at an interim floating rate of LIBOR plus 0.30%. Once pooled, which occurs in March and September each year, the SBA-guaranteed debentures bear interest at a fixed rate that is set to the current 10-year treasury rate plus a spread at each pooling date.

The following table summarizes the interest expense and amortization of financing costs incurred on the SBA-guaranteed debentures for the three and nine months ended September 30, 2023 and September 30, 2022:

	Three Months Ended						Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Interest expense	$	2,042		$	2,042		$	6,061		$	6,061
Amortization of financing costs	$	253		$	253		$	750		$	750
Weighted average interest rate	2.7		%	2.7		%	2.7		%	2.7		%
Effective interest rate	3.0		%	3.0		%	3.0		%	3.0		%
Average debt outstanding	$	300,000		$	300,000		$	300,000		$	300,000

The SBIC program is designed to stimulate the flow of private investor capital into eligible small businesses, as defined by the SBA regulations. SBICs are subject to SBA regulations that, among other things: require SBICs to invest in eligible small businesses and invest at least 25.0% of investment capital in eligible smaller enterprises (as defined by the SBA regulations), place certain limitations on the financing terms of investments, regulate the types of financing provided by an SBIC, prohibit investments in smaller businesses with certain characteristics or in certain industries and require capitalization thresholds that limit distributions to the Company. SBICs are subject to an annual periodic examination by an SBA examiner to determine the SBIC's compliance with the relevant SBA regulations and an annual financial audit of its financial statements that are prepared on a basis of accounting other than GAAP (such as ASC 820) by an independent auditor. As of September 30, 2023 and December 31, 2022, SBIC I and SBIC II were in compliance with SBA regulatory requirements.

Table of Contents

Leverage risk factors—The Company utilizes and may utilize leverage to the maximum extent permitted by the law for investment and other general business purposes. The Company's lenders will have fixed dollar claims on certain assets that are superior to the claims of the Company's common stockholders, and the Company would expect such lenders to seek recovery against these assets in the event of a default. The use of leverage also magnifies the potential for gain or loss on amounts invested. Leverage may magnify interest rate risk (particularly on the Company's fixed-rate investments), which is the risk that the prices of portfolio investments will fall or rise if market interest rates for those types of securities rise or fall. As a result, leverage may cause greater changes in the Company's net asset value. Similarly, leverage may cause a sharper decline in the Company's income than if the Company had not borrowed. Such a decline could negatively affect the Company's ability to make distributions to its stockholders. Leverage is generally considered a speculative investment technique. The Company's ability to service any debt incurred will depend largely on financial performance and will be subject to prevailing economic conditions and competitive pressures.

Note 8. Regulation

The Company has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a RIC under Subchapter M of the Code. In order to continue to qualify and be subject to tax treatment as a RIC, among other things, the Company is generally required to timely distribute to its stockholders at least 90.0% of its investment company taxable income, as defined by the Code, for each year. The Company, among other things, intends to make and will continue to make the requisite distributions to its stockholders, which will generally relieve the Company from U.S. federal, state, and local income taxes (excluding excise taxes which may be imposed under the Code).

Additionally, as a BDC, the Company must not acquire any assets other than "qualifying assets" as defined in Section 55(a) of the 1940 Act unless, at the time the acquisition is made, at least 70.0% of its total assets are qualifying assets (with certain limited exceptions). In addition, the Company must offer to make available to all "eligible portfolio companies" (as defined in the 1940 Act) significant managerial assistance.

Note 9. Commitments and Contingencies

In the normal course of business, the Company may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company may also enter into future funding commitments such as revolving credit facilities, bridge financing commitments or delayed draw commitments. As of September 30, 2023, the Company had unfunded commitments on revolving credit facilities of $108,985, no outstanding bridge financing commitments and other future funding commitments of $63,799. As of December 31, 2022, the Company had unfunded commitments on revolving credit facilities of $100,315, no outstanding bridge financing commitments and other future funding commitments of $123,748. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company’s Consolidated Schedules of Investments.

The Company also had revolving borrowings available under the Holdings Credit Facility, the DB Credit Facility, the NMFC Credit Facility, the Unsecured Management Company Revolver and the NMNLC Credit Facility II as of September 30, 2023 and December 31, 2022. See Note 7. Borrowings, for details.

The Company may from time to time enter into financing commitment letters. As of September 30, 2023 and December 31, 2022, the Company had commitment letters to purchase investments in the aggregate par amount of $4,858 and $45,634, respectively, which could require funding in the future.

Table of Contents

Note 10. Net Assets

The table below illustrates the effect of certain transactions on the net asset accounts of the Company during the three and nine months ended September 30, 2023:

						Accumulated Overdistributed Earnings
	Common Stock			Paid in<br>Capital in<br>Excess		Accumulated<br>Net Investment		Accumulated Net Realized		Net <br>Unrealized Appreciation		Total Net Assets		Non-<br>Controlling<br>Interest in		Total
	Shares	Par Amount		of Par		Income		(Losses) Gains		(Depreciation)		of NMFC		NMNLC		Net Assets
Net assets at December 31, 2022	100,937,026	$	1,009	$	1,305,945	$	147,593	$	(68,072)	$	(72,002)	$	1,314,473	$	11,718	$	1,326,191
Issuances of common stock	—	—		—		—		—		—		—		—		—
Offering costs	—	—		(56)		—		—		—		(56)		—		(56)
Distributions declared	—	—		—		(32,300)		—		—		(32,300)		(153)		(32,453)
Net increase in net assets resulting from operations	—	—		—		38,113		677		5,783		44,573		239		44,812
Net assets at March 31, 2023	100,937,026	$	1,009	$	1,305,889	$	153,406	$	(67,395)	$	(66,219)	$	1,326,690	$	11,804	$	1,338,494
Issuances of common stock	—	—		—		—		—		—		—		—		—
Offering costs	—	—		(91)		—		—		—		(91)		—		(91)
Distributions declared	—	—		—		(35,328)		—		—		(35,328)		(191)		(35,519)
Net increase (decrease) in net assets resulting from operations	—	—		—		39,678		2,567		(7,415)		34,830		248		35,078
Net assets at June 30, 2023	100,937,026	$	1,009	$	1,305,798	$	157,756	$	(64,828)	$	(73,634)	$	1,326,101	$	11,861	$	1,337,962
Issuances of common stock	502,623	5		6,620		—		—		—		6,625		—		6,625
Offering costs	—	—		(66)		—		—		—		(66)		—		(66)
Distributions declared	—	—		—		(36,338)		—		—		(36,338)		(188)		(36,526)
Net increase (decrease) in net assets resulting from operations	—	—		—		40,445		4,673		(16,422)		28,696		3		28,699
Net assets at September 30, 2023	101,439,649	$	1,014	$	1,312,352	$	161,863	$	(60,155)	$	(90,056)	$	1,325,018	$	11,676	$	1,336,694

Table of Contents

The table below illustrates the effect of certain transactions on the net asset accounts of the Company during the three and nine months ended September 30, 2022:

						Accumulated Undistributed (Overdistributed) Earnings
	Common Stock			Paid in<br>Capital in Excess		Accumulated<br>Net Investment		Accumulated Net Realized <br>(Losses)		Net <br>Unrealized Appreciation		Total Net Assets		Non-Controlling Interest in		Total
	Shares	Par Amount		of Par		Income		Gains		(Depreciation)		of NMFC		NMNLC		Net Assets
Net assets at December 31, 2021	97,907,441	$	979	$	1,272,796	$	118,330	$	(92,099)	$	21,239	$	1,321,245	$	21,367	$	1,342,612
Issuances of common stock	1,591,121	16		21,556		—		—		—		21,572		—		21,572
Offering costs	—	—		(52)		—		—		—		(52)		—		(52)
Distributions declared	—	—		—		(29,589)		—		—		(29,589)		(3,750)		(33,339)
Net increase (decrease) in net assets resulting from operations	—	—		—		29,573		17,596		(10,977)		36,192		855		37,047
Net assets at March 31, 2022	99,498,562	$	995	$	1,294,300	$	118,314	$	(74,503)	$	10,262	$	1,349,368	$	18,472	$	1,367,840
Issuances of common stock	1,218,366	12		16,565		—		—		—		16,577		—		16,577
Offering costs	—	—		(74)		—		—		—		(74)		—		(74)
Distributions declared	—	—		—		(30,215)		—		—		(30,215)		(4,190)		(34,405)
Contributions related to non-controlling interest in NMNLC	—	—		—		—		—		—		—		123		123
Net increase (decrease) in net assets resulting from operations	—	—		—		31,396		14,849		(30,291)		15,954		(814)		15,140
Net assets at June 30, 2022	100,716,928	$	1,007	$	1,310,791	$	119,495	$	(59,654)	$	(20,029)	$	1,351,610	$	13,591	$	1,365,201
Issuances of common stock	220,098	2		2,953		—		—		—		2,955		—		2,955
Offering costs	—	—		(34)		—		—		—		(34)		—		(34)
Distributions declared	—	—		—		(30,281)		—		—		(30,281)		(257)		(30,538)
Net increase (decrease) in net assets resulting from operations	—	—		—		32,527		(390)		(24,432)		7,705		(191)		7,514
Net assets at September 30, 2022	100,937,026	$	1,009	$	1,313,710	$	121,741	$	(60,044)	$	(44,461)	$	1,331,955	$	13,143	$	1,345,098

On November 3, 2021, the Company entered into an equity distribution agreement, as amended on May 18, 2023 (the “Distribution Agreement”) with B. Riley Securities, Inc. and Raymond James & Associates, Inc. (collectively, the “Agents”). The Distribution Agreement provides that the Company may issue and sell its shares from time to time through the Agents, up to $250,000 worth of its common stock by means of at-the-market ("ATM") offerings.

For the three and nine months ended September 30, 2023, the Company sold 502,623 and 502,623, respectively, shares of common stock under the Distribution Agreement. For the three and nine months ended September 30, 2023, the Company received total accumulated net proceeds of approximately $6,625 and $6,625, respectively, including $0 and $0, respectively, of offering expenses, from these sales. For the three and nine months ended September 30, 2022, the Company sold 220,098 and 2,950,300, respectively, shares of common stock under the Distribution Agreement. For the three and nine months ended September 30, 2022, the Company received total accumulated net proceeds of approximately $2,956 and $40,007, respectively, including $12 and $439 of offering expenses, from these sales.

Table of Contents

The Company generally uses net proceeds from these ATM offerings to make investments, to pay down liabilities and for general corporate purposes. As of September 30, 2023, shares representing approximately $190,314 of the Company's common stock remain available for issuance and sale under the Distribution Agreement.

Note 11. Earnings Per Share

The following information sets forth the computation of basic and diluted net increase in the Company’s net assets per share resulting from operations for the three and nine months ended September 30, 2023 and September 30, 2022:

	Three Months Ended				Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Earnings per share—basic
Numerator for basic earnings per share:	$	28,696	$	7,705	$	108,099	$	59,851
Denominator for basic weighted average share:	100,954,898		100,830,075		100,943,049		99,955,432
Basic earnings per share:	$	0.28	$	0.08	$	1.07	$	0.60
Earnings per share—diluted(1)
Numerator for increase in net assets per share	$	28,696	$	7,705	$	108,099	$	59,851
Adjustment for interest on Convertible Notes and incentive fees, net	4,557		2,314		14,314		6,943
Numerator for diluted earnings per share:	$	33,253	$	10,019	$	122,413	$	66,794
Denominator for basic weighted average share	100,954,898		100,830,075		100,943,049		99,955,432
Adjustment for dilutive effect of Convertible Notes	22,228,371		13,257,585		23,652,660		13,257,585
Denominator for diluted weighted average share	123,183,269		114,087,660		124,595,709		113,213,017
Diluted earnings per share:	$	0.27	$	0.08	$	0.98	$	0.59

(1)In applying the if-converted method, conversion is not assumed for purposes of computing diluted earnings per share if the effect would be anti-dilutive. For the three and nine months ended September 30, 2023 and for the nine months ended September 30, 2022, there was no anti-dilution. For the three months ended September 30, 2022, there was anti-dilution.

Table of Contents

Note 12. Financial Highlights

The following information sets forth the Company's financial highlights for the nine months ended September 30, 2023 and September 30, 2022:

	Nine Months Ended
	September 30, 2023			September 30, 2022
Per share data(1):
Net asset value, January 1, 2023 and January 1, 2022, respectively	$	13.02		$	13.49
Net investment income	1.17			0.94
Net realized and unrealized losses (2)	(0.10)			(0.33)
Total net increase	1.07			0.61
Distributions declared to stockholders from net investment income	(1.03)			(0.90)
Net asset value, September 30, 2023 and September 30, 2022, respectively	$	13.06		$	13.20
Per share market value, September 30, 2023 and September 30, 2022, respectively	$	12.95		$	11.53
Total return based on market value(3)	13.49		%	(9.64)		%
Total return based on net asset value(4)	8.39		%	4.54		%
Shares outstanding at end of period	101,439,649			100,937,026
Average weighted shares outstanding for the period	100,943,049			99,955,432
Average net assets for the period	$	1,322,558		$	1,348,479
Ratio to average net assets(5):
Net investment income	11.95		%	9.27		%
Total expenses, before waivers/reimbursements	16.77		%	12.85		%
Total expenses, net of waivers/reimbursements	16.45		%	12.50		%
Average debt outstanding—Holdings Credit Facility	$	603,154		$	580,699
Average debt outstanding—Unsecured Notes	433,661			525,456
Average debt outstanding—SBA-guaranteed debentures	300,000			300,000
Average debt outstanding—DB Credit Facility	186,429			217,817
Average debt outstanding—Convertible Notes	340,881			201,250
Average debt outstanding—NMFC Credit Facility(6)	104,227			156,303
Average debt outstanding—NMNLC Credit Facility II	2,480			8,939
Asset coverage ratio(7)	182.68		%	179.28		%
Portfolio turnover	4.36		%	14.38		%

(1)Per share data is based on weighted average shares outstanding for the respective period (except for distributions declared to stockholders, which is based on actual rate per share).

(2)Includes the accretive effect of common stock issuances per share, which for the nine months ended September 30, 2023 and September 30, 2022 were $0.00 and $0.01, respectively

(3)Total return is calculated assuming a purchase of common stock at the opening of the first day of the year and a sale on the closing of the last business day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company’s dividend reinvestment plan. Total return does not reflect sales load.

(4)Total return is calculated assuming a purchase at net asset value on the opening of the first day of the year and a sale at net asset value on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter. Total return does not reflect sales load.

(5)Interim periods are annualized.

(6)Under the NMFC Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2023 and September 30, 2022, the Company had borrowings denominated in GBP of £22,850 and £22,850, respectively, and borrowings denominated in EUR of €700 and €700, respectively, that have been converted to U.S. dollars.

Table of Contents

(7)On November 5, 2014, the Company received exemptive relief from the SEC allowing the Company to modify the asset coverage requirement to exclude the SBA-guaranteed debentures from this calculation.

Note 13. Recent Accounting Standards Updates

In March 2020, the Financial Accounting Standards Board (the "FASB") issued ASU 2020-04, Reference Rate Reform. The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard was effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact of the optional guidance on the Company's consolidated financial statements and disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the quarter ended September 30, 2023. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In December 2020, the U.S. Securities and Exchange Commission (the “SEC”) adopted a rule providing a framework for fund valuation practices. Rule 2a-5 under the 1940 Act (“Rule 2a-5”) establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards, subject to board oversight and certain other conditions, to designate certain parties to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. The SEC also adopted Rule 31a-4 under the 1940 Act (“Rule 31a-4”), which provides the recordkeeping requirements associated with fair value determinations. Finally, the SEC rescinded previously issued guidance on related issues, including the role of the board in determining fair value and the accounting and auditing of fund investments. Rule 2a-5 and Rule 31a-4 became effective on March 8, 2021, and had a compliance date of September 8, 2022. While the Company's board of directors has not elected to designate the Investment Adviser as the valuation designee, the Company has adopted certain revisions to its valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.

Note 14. Subsequent Events

On October 24, 2023, the Company’s board of directors declared a regular fourth quarter 2023 distribution of $0.32 per share and a supplemental distribution related to third quarter earnings of $0.04 per share, each payable on December 29, 2023 to holders of record as of December 15, 2023.

On October 26, 2023, the Company entered into the Eighth Amendment to Loan and Security Agreement (the "Eighth Amendment"), which amended the Holdings Credit Facility, to, among other things, extend the Facility Maturity Date, as defined in the Loan and Security Agreement, from April 20, 2026 to October 26, 2028.

On October 31, 2023, the Company entered into Amendment No. 8 to the Loan Financing and Servicing Agreement, which amended the DB Credit Facility to, among other things, extend the Maturity Date, as defined in the LFSA, from March 25, 2026 to March 25, 2027 and reduce the applicable interest rate.

On October 31, 2023, the Company entered into the Second Amended and Restated Uncommitted Revolving Loan Agreement, which amended the Unsecured Management Company Revolver to, among other things, extend the Maturity Date, as defined in the Agreement, from December 31, 2024 to December 31, 2027 and increase the maximum amount available from $50,000 to $100,000.

Table of Contents

Deloitte & Touche LLP<br><br><br><br>30 Rockefeller Plaza<br><br>New York, NY 10112<br><br>USA<br><br><br><br>Tel:    212 492 4000<br><br>Fax:   212 489 1687<br><br>www.deloitte.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of New Mountain Finance Corporation

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated statement of assets and liabilities of New Mountain Finance Corporation and subsidiaries (the “Company”), including the consolidated schedule of investments, as of September 30, 2023, and the related consolidated statements of operations and changes in net assets for the three-month and nine-month periods ended September 30, 2023 and 2022, the consolidated statements of cash flows for the nine-month periods ended September 30, 2023 and 2022, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities of the Company, including the consolidated schedule of investments, as of December 31, 2022, and the related consolidated statements of operations, changes in net assets and cash flows for the year then ended (not presented herein); and in our report dated February 27, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ DELOITTE & TOUCHE LLP

November 2, 2023

Table of Contents

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information in management's discussion and analysis of financial condition and results of operations relates to New Mountain Finance Corporation, including its wholly-owned direct and indirect subsidiaries (collectively, "we", "us", "our", "NMFC" or the "Company").

Forward-Looking Statements

The information contained in this section should be read in conjunction with the financial data and consolidated financial statements and notes thereto appearing elsewhere in this report. Some of the statements in this report (including in the following discussion) constitute forward-looking statements, which relate to future events or our future performance or our financial condition. The forward-looking statements contained in this section involve a number of risks and uncertainties, including:

•statements concerning the impact of a protracted decline in the liquidity of credit markets;

•the general economy, including interest and inflation rates, on the industries in which we invest;

•the impact of interest rate volatility, including the decommissioning of LIBOR and rising interest rates, on our business and our portfolio companies;

•our future operating results, our business prospects, the adequacy of our cash resources and working capital;

•the ability of our portfolio companies to achieve their objectives;

•our ability to make investments consistent with our investment objectives, including with respect to the size, nature and terms of our investments;

•the ability of New Mountain Finance Advisers BDC, L.L.C. (the "Investment Adviser") or its affiliates to attract and retain highly talented professionals;

•actual and potential conflicts of interest with the Investment Adviser and New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, "New Mountain Capital") whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles and a minority investor; and

•the risk factors set forth in Item 1A.—Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2022 and in this Quarterly Report on Form 10-Q.

Forward-looking statements are identified by their use of such terms and phrases such as "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "plan", "potential", "project", "seek", "should", "target", "will", "would" or similar expressions. Actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in Item 1A.—Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2022 and in this Quarterly Report on Form 10-Q.

We have based the forward-looking statements included in this report on information available to us on the date of this report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

We are a Delaware corporation that was originally incorporated on June 29, 2010 and completed our initial public offering ("IPO") on May 19, 2011. We are a closed-end, non-diversified management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). We have elected to be treated, and intend to comply with the requirements to continue to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). Since our IPO, and through September 30, 2023, we raised approximately $952.2 million in net proceeds from additional offerings of our common stock.

The Investment Adviser is a wholly-owned subsidiary of New Mountain Capital. New Mountain Capital is a global investment firm with approximately $45 billion of assets under management and a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net lease investment strategies. The Investment Adviser manages our day-to-day operations and provides us with investment

Table of Contents

advisory and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to ours. New Mountain Finance Administration, L.L.C. (the "Administrator”), a wholly-owned subsidiary of New Mountain Capital, provides the administrative services necessary to conduct our day-to-day operations.

We have established the following wholly-owned direct and indirect subsidiaries:

•New Mountain Finance Holdings, L.L.C. ("NMF Holdings") and New Mountain Finance DB, L.L.C. ("NMFDB"), whose assets are used to secure NMF Holdings’ credit facility and NMFDB’s credit facility, respectively;

•New Mountain Finance SBIC, L.P. ("SBIC I")  and New Mountain Finance SBIC II, L.P. ("SBIC II"), who have received licenses from the U.S. Small Business Administration ("SBA") to operate as small business investment companies ("SBICs") under Section 301(c) of the Small Business Investment Act of 1958, as amended (the "1958 Act") and their general partners, New Mountain Finance SBIC G.P., L.L.C. ("SBIC I GP") and New Mountain Finance SBIC II G.P., L.L.C. ("SBIC II GP"), respectively;

•NMF Ancora Holdings, Inc. ("NMF Ancora"), NMF QID NGL Holdings, Inc. ("NMF QID"), NMF YP Holdings, Inc. ("NMF YP"), NMF Permian Holdings, LLC ("NMF Permian"), NMF HB, Inc. ("NMF HB"), NMF TRM, LLC ("NMF TRM"), NMF Pioneer, Inc. ("NMF Pioneer") and NMF OEC, Inc. ("NMF OEC"), which are treated as corporations for U.S. federal income tax purposes and are intended to facilitate our compliance with the requirements to be treated as a RIC under the Code by holding equity or equity related investments in portfolio companies organized as limited liability companies (or other forms of pass-through entities); we consolidate these corporations for accounting purposes but the corporations are not consolidated for income tax purposes and may incur income tax expense as a result of their ownership of the portfolio companies; and

•New Mountain Finance Servicing, L.L.C. ("NMF Servicing"), which serves as the administrative agent on certain investment transactions.

New Mountain Net Lease Corporation ("NMNLC") is a majority-owned consolidated subsidiary of ours, which acquires commercial real estate properties that are subject to "triple net" leases has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a real estate investment trust, or REIT, within the meaning of Section 856(a) of the Code.

We are a leading BDC focused on providing direct lending solutions to U.S. upper middle market companies backed by top private equity sponsors. Our investment objective is to generate current income and capital appreciation through the sourcing and origination of senior secured loans and select junior capital positions, to growing businesses in defensive industries that offer attractive risk-adjusted returns. Our differentiated investment approach leverages the deep sector knowledge and operating resources of New Mountain Capital.

Senior secured loans may include traditional first lien loans or unitranche loans. We invest a significant portion of our portfolio in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt. Certain unitranche loan investments may include “last-out” positions, which generally heighten the risk of loss. In some cases, our investments may also include equity interests.

We primarily invest in senior secured debt of U.S. sponsor-backed, middle market companies, defined by annual EBITDA of $10 million to $200 million. Our focus is on defensive growth businesses that generally exhibit the following characteristics: (i) acyclicality, (ii) sustainable secular growth drivers, (iii) niche market dominance and high barriers to competitive entry, (iv) recurring revenue and strong free cash flow, (v) flexible cost structures and (vi) seasoned management teams.

Similar to us, SBIC I's and SBIC II's investment objectives are to generate current income and capital appreciation under the investment criteria we use. However, SBIC I and SBIC II investments must be in SBA eligible small businesses. Our portfolio may be concentrated in a limited number of industries. As of September 30, 2023, our top five industry concentrations were software, business services, healthcare, investment funds (which includes our investments in our joint ventures) and education.

As of September 30, 2023, our net asset value was approximately $1,325.0 million and our portfolio had a fair value, as determined in good faith by the board of directors, of approximately $3,111.9 million in 109 portfolio companies, with a weighted average yield to maturity at cost for income producing investments ("YTM at Cost") of approximately 11.8% and a weighted average yield to maturity at cost for all investments ("YTM at Cost for Investments") of approximately 10.2%. The YTM at Cost calculation assumes that all investments, including secured collateralized agreements, not on non-accrual are purchased at cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. The YTM at Cost for Investments calculation assumes that all investments, including secured collateralized agreements, are purchased at cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. YTM at Cost and YTM at Cost for Investments calculations exclude the impact of existing

Table of Contents

leverage. YTM at Cost and YTM at Cost for Investments use the London Interbank Offered Rate ("LIBOR"), Sterling Overnight Interbank Average Rate ("SONIA"), Secured Overnight Financing Rate ("SOFR") and Euro Interbank Offered Rate ("EURIBOR") curves at each quarter's end date. The actual yield to maturity may be higher or lower due to the future selection of the SONIA, SOFR and EURIBOR contracts by the individual companies in our portfolio or other factors.

Recent Developments

On October 24, 2023, our board of directors declared a fourth quarter 2023 distribution of $0.32 per share and a supplemental distribution related to third quarter earnings of $0.04 per share, each payable on December 29, 2023 to holders of record as of December 15, 2023.

On October 26, 2023, we entered into the Eighth Amendment to Loan and Security Agreement (the "Eighth Amendment"), which amended the Holdings Credit Facility, to, among other things, extend the Facility Maturity Date, as defined in the Loan and Security Agreement, from April 20, 2026 to October 26, 2028.

On October 31, 2023, we entered into Amendment No. 8 to the Loan Financing and Servicing Agreement, which amended the DB Credit Facility to, among other things, extend the Maturity Date, as defined in the LFSA, from March 25, 2026 to March 25, 2027 and reduce the applicable interest rate.

On October 31, 2023, we entered into the Second Amended and Restated Uncommitted Revolving Loan Agreement, which amended the Unsecured Management Company Revolver to, among other things, extend the Maturity Date, as defined in the Agreement, from December 31, 2024 to December 31, 2027 and increase the maximum amount available from $50.0 million to $100.0 million.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies.

Basis of Accounting

We consolidate our wholly-owned direct and indirect subsidiaries: NMF Holdings, NMF Servicing, NMFDB, SBIC I, SBIC I GP, SBIC II, SBIC II GP, NMF Ancora, NMF QID, NMF YP, NMF Permian, NMF HB, NMF TRM, NMF Pioneer and NMF OEC and our majority-owned consolidated subsidiary, NMNLC. We are an investment company following accounting and reporting guidance as described in Accounting Standards Codification Topic 946, Financial Services—Investment Companies ("ASC 946").

Valuation and Leveling of Portfolio Investments

At all times consistent with GAAP and the 1940 Act, we conduct a valuation of our assets, which impacts our net asset value.

We value our assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, our board of directors is ultimately and solely responsible for determining the fair value of our portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where our portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. Our quarterly valuation procedures are set forth in more detail below:

(1)Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.

(2)Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.

a.Bond quotes are obtained through independent pricing services. Internal reviews are performed by the investment professionals of the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and, if so, the quote is used. If the Investment Adviser is unable to sufficiently validate the quote(s) internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and

Table of Contents

b.For investments other than bonds, we look at the number of quotes readily available and perform the following procedures:

i.Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. We will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, we will use one or more of the methodologies outlined below to determine fair value;

ii.Investments for which one quote is received from a pricing service are validated internally. The investment professionals of the Investment Adviser analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. If the Investment Adviser is unable to sufficiently validate the quote internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).

(3)Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:

a.Each portfolio company or investment is initially valued by the investment professionals of the Investment Adviser responsible for the credit monitoring;

b.Preliminary valuation conclusions will then be documented and discussed with our senior management;

c.If an investment falls into (3) above for four consecutive quarters and if the investment's par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our board of directors; and

d.When deemed appropriate by our management, an independent valuation firm may be engaged to review and value investment(s) of a portfolio company, without any preliminary valuation being performed by the Investment Adviser. The investment professionals of the Investment Adviser will review and validate the value provided.

For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of a commitment not completely funded may result in a negative fair value until it is called and funded.

The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period and the fluctuations could be material.

GAAP fair value measurement guidance classifies the inputs used in measuring fair value into three levels as follows:

Level I—Quoted prices (unadjusted) are available in active markets for identical investments and we have the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), we, to the extent that we hold such investments, do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price.

Level II—Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:

•Quoted prices for similar assets or liabilities in active markets;

•Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);

•Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and

•Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.

Table of Contents

Level III—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.

The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable and unobservable. Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs and unobservable inputs.

The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period.

See Item 1.—Financial Statements and Supplementary Data—Note 4. Fair Value in this Quarterly Report on Form 10-Q for additional information on fair value hierarchy as of September 30, 2023.

We generally use the following framework when determining the fair value of investments where there are little, if any, market activity or observable pricing inputs. We typically determine the fair value of our performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered:

Company Performance, Financial Review, and Analysis:  Prior to investment, as part of our due diligence process, we evaluate the overall performance and financial stability of the portfolio company. Post investment, we analyze each portfolio company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and earnings before interest, taxes, depreciation, and amortization ("EBITDA") growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. We also attempt to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of our original investment thesis. This analysis is specific to each portfolio company. We leverage the knowledge gained from our original due diligence process, augmented by this subsequent monitoring, to continually refine our outlook for each of our portfolio companies and ultimately form the valuation of our investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, we will consider the pricing indicated by the external event to corroborate the private valuation.

For debt investments, we may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of our debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, we may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value. After enterprise value coverage is demonstrated for our debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.

Market Based Approach:  We may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. We consider numerous factors when selecting the appropriate companies whose trading multiples are used to value our portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. We may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue, or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiples will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment.

Income Based Approach: We also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. The comparable investment approach utilizes an average yield-to maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement.

Table of Contents

See Item 1.—Financial Statements and Supplementary Data—Note 4. Fair Value in this Quarterly Report on Form 10-Q for additional information on unobservable inputs used in the fair value measurement of our Level III investments as of September 30, 2023.

NMFC Senior Loan Program III LLC

NMFC Senior Loan Program III LLC ("SLP III") was formed as a Delaware limited liability company and commenced operations on April 25, 2018. SLP III is structured as a private joint venture investment fund between us and SkyKnight Income II, LLC (“SkyKnight II”) and operates under a limited liability company agreement (the "SLP III Agreement"). The purpose of the joint venture is to invest primarily in senior secured loans issued by portfolio companies within our core industry verticals. These investments are typically broadly syndicated first lien loans. All investment decisions must be unanimously approved by the board of managers of SLP III, which has equal representation from us and SkyKnight II. SLP III has a five year investment period and will continue in existence until April 25, 2025. The investment period may be extended for up to one year pursuant to certain terms of the SLP III Agreement.

SLP III is capitalized with equity contributions which are called from its members, on a pro-rata basis based on their equity commitments, as transactions are completed. Any decision by SLP III to call down on capital commitments requires approval by the board of managers of SLP III. As of September 30, 2023, we and SkyKnight II have committed and contributed $140.0 million and $35.0 million, respectively, of equity to SLP III. Our investment in SLP III is disclosed on our Consolidated Schedule of Investments as of September 30, 2023 and December 31, 2022.

On May 2, 2018, SLP III entered into its revolving credit facility with Citibank, N.A., which matures on January 8, 2026. Effective July 8, 2021, the reinvestment period was extended to July 8, 2024. As of the most recent amendment on June 23, 2023, during the reinvestment period, the credit facility bears interest at a rate of SOFR plus 1.80%, and after the reinvestment period it will bear interest at a rate of SOFR plus 2.10%. Prior to the amendment on June 23, 2023, the facility bore interest at a rate of LIBOR plus 1.60% per annum during the reinvestment period and LIBOR plus 1.90% per annum after the reinvestment period. Effective November 23, 2020, SLP III's revolving credit facility has a maximum borrowing capacity of $525.0 million. As of September 30, 2023 and December 31, 2022, SLP III had total investments with an aggregate fair value of approximately $656.8 million and $639.3 million, respectively, and debt outstanding under its credit facility of $480.0 million and $512.1 million, respectively. As of September 30, 2023 and December 31, 2022, none of SLP III's investments were on non-accrual. Additionally, as of September 30, 2023 and December 31, 2022, SLP III had unfunded commitments in the form of delayed draws of $0.7 million and $2.9 million, respectively.

Below is a summary of SLP III's portfolio as of September 30, 2023 and December 31, 2022:

(in thousands)	September 30, 2023			December 31, 2022
First lien investments (1)	$	681,088		$	690,017
Weighted average interest rate on first lien investments (2)	9.75		%	8.51		%
Number of portfolio companies in SLP III	86			83
Largest portfolio company investment (1)	$	26,178		$	18,197
Total of five largest portfolio company investments (1)	$	93,443		$	85,948

(1)Reflects principal amount or par value of investment.

(2)Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.

See Item 1.—Financial Statements and Supplementary Data—Note 3. Investments in this Quarterly Report on Form 10-Q for a listing of the individual investments in SLP III's portfolio as of September 30, 2023 and December 31, 2022 and additional information on certain summarized financial information for SLP III as of September 30, 2023 and December 31, 2022 and for the three and nine months ended September 30, 2023 and September 30, 2022.

NMFC Senior Loan Program IV LLC

NMFC Senior Loan Program IV LLC ("SLP IV") was formed as a Delaware limited liability company on April 6, 2021, and commenced operations on May 5, 2021. SLP IV is structured as a private joint venture investment fund between us and SkyKnight Income Alpha, LLC ("SkyKnight Alpha") and operates under the First Amended and Restated Limited Liability Company Agreement of NMFC Senior Loan Program IV LLC dated May 5, 2021 (the "SLP IV Agreement"). Upon the effectiveness of the SLP IV Agreement, the members contributed their respective membership interests in NMFC Senior Loan Program I LLC ("SLP I") and NMFC Senior Loan Program II LLC ("SLP II") to SLP IV. Immediately following the contribution of their membership interests, SLP I and SLP II became wholly-owned subsidiaries of SLP IV. The purpose of the joint venture is to invest primarily in senior secured loans issued by portfolio companies within our core industry verticals.

Table of Contents

These investments are typically broadly syndicated first lien loans. All investment decisions must be unanimously approved by the board of managers of SLP IV, which has equal representation from us and SkyKnight Alpha. SLP IV has a five year investment period and will continue in existence until May 5, 2028. The investment period may be extended for up to one year pursuant to certain terms of the SLP IV Agreement.

SLP IV is capitalized with equity contributions which were transferred and contributed from its members. As of September 30, 2023, we and SkyKnight Alpha have transferred and contributed $112.4 million and $30.6 million, respectively, of their membership interests in SLP I and SLP II to SLP IV. Our investment in SLP IV is disclosed on our Consolidated Schedule of Investments as of September 30, 2023 and December 31, 2022.

On May 5, 2021, SLP IV entered into a $370.0 million revolving credit facility with Wells Fargo Bank, National Association which matures on May 5, 2026. As of the most recent amendment on April 28, 2023, the facility bears interest at a rate of SOFR plus 1.70%. Prior to the amendment on April 28, 2023, the facility bore interest at a rate of LIBOR plus 1.60% per annum. As of September 30, 2023 and December 31, 2022, SLP IV had total investments with an aggregate fair value of approximately $494.9 million and $473.8 million, respectively, and debt outstanding under its credit facility of $352.6 million and $365.5 million, respectively. As of September 30, 2023 and December 31, 2022, none of SLP IV’s investments were on non-accrual. Additionally, as of September 30, 2023 and December 31, 2022, SLP IV had unfunded commitments in the form of delayed draws of $0.4 million and $2.0 million, respectively.

Below is a summary of SLP IV's consolidated portfolio as of September 30, 2023 and December 31, 2022:

(in thousands)	September 30, 2023			December 31, 2022
First lien investments (1)	$	511,889		$	510,372
Weighted average interest rate on first lien investments (2)	9.71		%	8.54		%
Number of portfolio companies in SLP IV	77			74
Largest portfolio company investment (1)	$	21,808		$	21,982
Total of five largest portfolio company investments (1)	$	94,058		$	93,734

(1)Reflects principal amount or par value of investment.

(2)Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.

See Item 1.—Financial Statements and Supplementary Data—Note 3. Investments in this Quarterly Report on Form 10-Q for a listing of the individual investments in SLP IV's consolidated portfolio as of September 30, 2023 and December 31, 2022 and additional information on certain summarized financial information for SLP IV as of September 30, 2023 and December 31, 2022 and for the three and nine months ended September 30, 2023 and September 30, 2022.

New Mountain Net Lease Corporation

NMNLC was formed to acquire commercial real estate properties that are subject to "triple net" leases. NMNLC's investments are disclosed on our Consolidated Schedule of Investments as of September 30, 2023.

On March 30, 2020, an affiliate of the Investment Adviser purchased directly from NMNLC 105,030 shares of NMNLC’s common stock at a price of $107.73 per share, which represented the net asset value per share of NMNLC at the date of purchase, for an aggregate purchase price of approximately $11.3 million. Immediately thereafter, NMNLC redeemed 105,030 shares of its common stock held by NMFC in exchange for a promissory note with a principal amount of $11.3 million and a 7.0% interest rate, which was repaid by NMNLC to NMFC on March 31, 2020.

Table of Contents

Below is certain summarized property information for NMNLC as of September 30, 2023:

		Lease		Total	Fair Value as of
Portfolio Company	Tenant	Expiration Date	Location	Square Feet	September 30, 2023(1)
				(in thousands)	(in thousands)
NM NL Holdings LP / NM GP Holdco LLC	Various	Various	Various	Various	$	96,933
NM CLFX LP	Victor Equipment Company	8/31/2033	TX	423	11,692
NM YI, LLC	Young Innovations, Inc.	10/31/2039	IL / MO	212	9,449
					$	118,074

(1)Excludes residual value in NM APP Canada Corp. due to tax withholding. As of September 30, 2023, NM APP Canada Corp. had a fair value of $7.

Collateralized agreements or repurchase financings

We follow the guidance in Accounting Standards Codification Topic 860, Transfers and Servicing—Secured Borrowing and Collateral ("ASC 860") when accounting for transactions involving the purchases of securities under collateralized agreements to resell (resale agreements). These transactions are treated as collateralized financing transactions and are recorded at their contracted resale or repurchase amounts, as specified in the respective agreements. Interest on collateralized agreements is accrued and recognized over the life of the transaction and included in interest income. As of September 30, 2023 and December 31, 2022, we held one collateralized agreement to resell with a cost basis of $30.0 million and $30.0 million, respectively, and a fair value of $16.5 million and $16.5 million, respectively. The collateralized agreement to resell is on non-accrual. The collateralized agreement to resell is guaranteed by a private hedge fund, PPVA Fund, L.P. The private hedge fund is currently in liquidation under the laws of the Cayman Islands. Pursuant to the terms of the collateralized agreement, the private hedge fund was obligated to repurchase the collateral from us at the par value of the collateralized agreement. The private hedge fund has breached its agreement to repurchase the collateral under the collateralized agreement. The default by the private hedge fund did not release the collateral to us, therefore, we do not have full rights and title to the collateral. A claim has been filed with the Cayman Islands joint official liquidators to resolve this matter. The joint official liquidators have recognized our contractual rights under the collateralized agreement. We continue to exercise our rights under the collateralized agreement and continue to monitor the liquidation process of the private hedge fund. The fair value of the collateralized agreement to resell is reflective of the increased risk of the position.

PPVA Black Elk (Equity) LLC

On May 3, 2013, we entered into a collateralized securities purchase and put agreement (the “SPP Agreement”) with a private hedge fund. Under the SPP Agreement, we purchased twenty million Class E Preferred Units of Black Elk Energy Offshore Operations, LLC (“Black Elk”) for $20.0 million with a corresponding obligation of the private hedge fund, PPVA Black Elk (Equity) LLC, to repurchase the preferred units for $20.0 million plus other amounts due under the SPP Agreement. The majority owner of Black Elk was the private hedge fund. In August 2014, we received a payment of $20.5 million, the full amount due under the SPP Agreement.

In August 2017, a trustee (the “Trustee”) for Black Elk informed us that the Trustee intended to assert a fraudulent conveyance claim (the “Claim”) against us and one of its affiliates seeking the return of the $20.5 million repayment. Black Elk filed a Chapter 11 bankruptcy petition pursuant to the U.S. Bankruptcy Code in August 2015. The Trustee alleged that individuals affiliated with the private hedge fund conspired with Black Elk and others to improperly use proceeds from the sale of certain Black Elk assets to repay, in August 2014, the private hedge fund’s obligation to us under the SPP Agreement. We were unaware of these claims at the time the repayment was received. The private hedge fund is currently in liquidation under the laws of the Cayman Islands.

On December 22, 2017, we settled the Trustee’s $20.5 million Claim for $16.0 million and filed a claim with the Cayman Islands joint official liquidators of the private hedge fund for $16.0 million that is owed to us under the SPP Agreement. The SPP Agreement was restored and is in effect since repayment has not been made. We continue to exercise our rights under the SPP Agreement and continue to monitor the liquidation process of the private hedge fund. During the year ended December 31, 2018, we received a $1.5 million payment from our insurance carrier in respect to the settlement. As of September 30, 2023 and December 31, 2022, the SPP Agreement had a cost basis of $14.5 million and $14.5 million, respectively, and a fair value of $8.0 million and $8.0 million, respectively, which is reflective of the higher inherent risk in this transaction.

Table of Contents

Revenue Recognition

Sales and paydowns of investments:  Realized gains and losses on investments are determined on the specific identification method.

Interest and dividend income:  Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectability. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. We have loans and certain preferred equity investments in the portfolio that contain a payment-in-kind (“PIK”) interest or dividend provision. PIK interest and dividends are accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest and dividends are added to the principal or share balances on the capitalization dates and are generally due at maturity or when redeemed by the issuer. For the three and nine months ended September 30, 2023, we recognized PIK and non-cash interest from investments of approximately $7.9 million and $24.8 million, respectively, and PIK and non-cash dividends from investments of approximately $7.0 million and $20.2 million, respectively. For the three and nine months ended September 30, 2022, we recognized PIK and non-cash interest from investments of approximately $6.2 million and $22.0 million, respectively, and PIK and non-cash dividends from investments of approximately $6.0 million and $16.3 million, respectively.

Dividend income on common equity is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Dividend income on preferred securities is recorded as dividend income on an accrual basis to the extent that such amounts are deemed collectible.

Non-accrual income:  Investments are placed on non-accrual status when principal or interest payments are past due for 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest or dividends are reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment of the ultimate collectibility. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current.

Other income: Other income represents delayed compensation, consent or amendment fees, revolver fees, structuring fees, upfront fees and other miscellaneous fees received and are typically non-recurring in nature. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after trade date. Other income may also include fees from bridge loans. We may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received for providing such commitments. Structuring fees and upfront fees are recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable.

Monitoring of Portfolio Investments

We monitor the performance and financial trends of our portfolio companies on at least a quarterly basis. We attempt to identify any developments within the portfolio company, the industry or the macroeconomic environment that may alter any material element of our original investment strategy. Our portfolio monitoring procedures are designed to provide a simple yet comprehensive analysis of our portfolio companies based on their operating performance and underlying business characteristics, which in turn forms the basis of its Risk Rating (as defined below).

We use an investment risk rating system to characterize and monitor the credit profile and expected level of returns on each investment in the portfolio. As such, we assign each investment a composite score (“Risk Rating”) based on two metrics – 1) Operating Performance and 2) Business Characteristics:

•Operating Performance assesses the health of the investment in context of its financial performance and the market environment it faces. The metric is expressed in Tiers of “1” to “4”, with “1” being the worst and “4” being the best:

◦Tier 1 – Severe business underperformance and/or severe market headwinds

◦Tier 2 – Significant business underperformance and/or significant market headwinds

◦Tier 3 – Moderate business underperformance and/or moderate market headwinds

◦Tier 4 – Business performance is in-line with or above expectations

•Business Characteristics assesses the health of the investment in context of the underlying portfolio company’s business and credit quality, the underlying portfolio company’s current balance sheet, and the level of support from the

Table of Contents

equity sponsor. The metric is expressed as on a qualitative scale of “A” to “C”, with “A” being the best and “C” being the worst.

The Risk Rating for each investment is a composite of these two metrics. The Risk Rating is expressed in categories of Red, Orange, Yellow and Green, with Red reflecting an investment performing materially below expectations and Green reflecting an investment that is in-line with or above expectations. The mapping of the composite scores to these categories are below:

•Red – 1C (e.g., Tier 1 for Operating Performance and C for Business Characteristics)

•Orange – 2C and 1B

•Yellow – 3C, 2B, and 1A

•Green – 4C, 3B, 2A, 4B, 3A, and 4A

The following table shows the Risk Rating of our portfolio companies as of September 30, 2023:

(in millions)	As of September 30, 2023
Risk Rating		Cost		Percent		Fair Value		Percent
Red		$	54.6	1.7	%	$	5.5	0.2	%
Orange		101.2		3.2	%	60.1		1.9	%
Yellow		179.7		5.6	%	144.3		4.6	%
Green		2,863.2		89.5	%	2,918.5		93.3	%
		$	3,198.7	100.0	%	$	3,128.4	100.0	%

As of September 30, 2023, all investments in our portfolio had a Green Risk Rating with the exception of eight portfolio companies that had a Yellow Risk Rating, six portfolio companies that had an Orange Risk Rating and three portfolio companies that had a Red Risk Rating.

During the third quarter of 2022, we placed our first lien term loan and first lien delayed draw term loan positions in Ansira Holdings, Inc. ("Ansira") on non-accrual status. As of September 30, 2023, our first lien positions in Ansira on non-accrual status had an aggregate cost basis of $41.2 million, an aggregate fair value of $2.0 million and total unearned interest income of $0.1 million and $3.9 million, respectively, for the three and nine months then ended. As of September 30, 2023, our investment in Ansira has a Red Risk Rating.

As of September 30, 2023, our aggregate principal amount of our second lien term loan in Integro Parent Inc. ("Integro") was $13.1 million. During the second quarter of 2022, we placed an aggregate principal amount of $4.6 million of our second lien position on non-accrual status, that was subsequently taken off non-accrual status in the third quarter of 2023. As of September 30, 2023, our position in Integro on non-accrual status had total unearned interest income of $0.0 million and $0.4 million, respectively, for the three and nine months then ended. As of September 30, 2023, our investment in Integro has a Green Risk Rating.

During the second quarter of 2022, we placed our second lien positions in National HME, Inc. ("National HME") on non-accrual status. As of September 30, 2023, our second lien position in National HME had an aggregate cost basis of $7.9 million, an aggregate fair value of $3.0 million and total unearned interest income of $0.4 million and $1.3 million, respectively, for the three and nine months then ended. During the fourth quarter of 2022, we reversed $11.2 million of previously recorded PIK interest in National HME and $1.5 million of previously recorded other income in NHME Holdings Corp. as we believe this PIK interest and other income will ultimately not be collectible. As of September 30, 2023, our investment in National HME has a Red Risk Rating.

As of September 30, 2023, our aggregate principal amount of our subordinated position and first lien term loans in American Achievement Corporation ("AAC") was $5.2 million and $31.4 million, respectively. During the first quarter of 2021, we placed an aggregate principal amount of $5.2 million of our subordinated position on non-accrual status. During the third quarter of 2021, we placed an aggregate principal amount of $13.5 million of our first lien term loans on non-accrual status. During the third quarter of 2023, we placed the remaining aggregate principal amount of $17.9 million of our first lien term loans on non-accrual status. As of September 30, 2023, our positions in AAC on non-accrual status had an aggregate cost basis of $31.4 million, an aggregate fair value of $20.6 million and total unearned interest income of $1.1 million and $2.2 million, respectively, for the three and nine months then ended. As of September 30, 2023, our investment in AAC has an Orange Risk Rating.

Table of Contents

During the first quarter of 2020, we placed our investment in our junior preferred shares of UniTek Global Services, Inc. ("UniTek") on non-accrual status. As of September 30, 2023, our junior preferred shares of UniTek had an aggregate cost basis of $34.4 million, an aggregate fair value of $0.0 million and total unearned dividend income of $1.9 million and $5.6 million, respectively, for the three and nine months then ended. During the third quarter of 2021, we placed an aggregate principal amount of $19.8 million of our investment in our senior preferred shares of UniTek on non-accrual status. As of September 30, 2023, our senior preferred shares of UniTek had an aggregate cost basis of $19.8 million, an aggregate fair value of approximately $5.9 million and total unearned dividend income of approximately $1.4 million and $4.1 million, respectively, for the three and nine months then ended. As of September 30, 2023, our investment in UniTek has a Green Risk Rating.

During the first quarter of 2018, we placed our first lien positions in Education Management II LLC on non-accrual status as the portfolio company announced its intention to wind down and liquidate the business. As of September 30, 2023, our Education Management Corporation had an aggregate cost basis of $1.0 million, an aggregate fair value of $0.0 million and total unearned interest income of $0.1 million and $0.1 million, respectively, for the three and nine months then ended. As of September 30, 2023, our investment in Education Management Corporation has an Orange Risk Rating.

During the year ended December 31, 2019, our security purchased under collateralized agreements to resell was placed on non-accrual. As of September 30, 2023, our investment in this security has a Yellow Risk Rating and has an aggregate cost basis of $30.0 million and an aggregate fair value of approximately $16.5 million.

Portfolio and Investment Activity

The fair value of our investments, as determined in good faith by our board of directors, was approximately $3,111.9 million in 109 portfolio companies at September 30, 2023 and approximately $3,221.2 million in 107 portfolio companies at December 31, 2022.

The following table shows our portfolio and investment activity for the nine months ended September 30, 2023 and September 30, 2022:

	Nine Months Ended
(in millions)	September 30, 2023		September 30, 2022
New investments in 32 and 44 portfolio companies, respectively	$	140.5	$	526.6
Debt repayments in existing portfolio companies	112.0		289.3
Sales of securities in 8 and 9 portfolio companies, respectively	170.8		177.2
Change in unrealized appreciation on 66 and 25 portfolio companies, respectively	70.0		67.2
Change in unrealized depreciation on 41 and 85 portfolio companies, respectively	(88.3)		(134.8)

Recent Accounting Standards Updates

See Item 1.—Financial Statements and Supplementary Data—Note 13. Recent Accounting Standards Updates for details on recent accounting standards updates.

Results of Operations for the Three Months Ended September 30, 2023 and September 30, 2022

Revenue

	Three Months Ended
(in thousands)	September 30, 2023		September 30, 2022
Total interest income	$	74,044	$	58,778
Total dividend income	18,078		15,871
Other income	2,227		3,800
Total investment income	$	94,349	$	78,449

Our total investment income increased by approximately $15.9 million, or 20%, for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022. For the three months ended September 30, 2023, total investment income of approximately $94.3 million consisted of approximately $64.8 million in cash interest from investments, approximately $7.9 million in PIK and non-cash interest from investments, net amortization of purchase premiums and discounts of approximately $1.3 million, approximately $11.1 million in cash dividends from investments, approximately $7.0 million in PIK and non-cash dividends from investments and approximately $2.2 million in other income. The increase in interest income of approximately $15.3 million during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022 was primarily due to a higher effective interest rate of our portfolio due to higher SOFR rates on our floating rate assets. The increase in dividend income for the three months ended September 30, 2023 as compared

Table of Contents

to the three months ended September 30, 2022 was primarily driven by an increase in PIK dividends and an increase in cash dividends from SLP III and SLP IV, partially offset by a decrease in cash dividends from our investment in NMNLC. Other income during the three months ended September 30, 2023, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront and amendment fees received from 8 different portfolio companies.

Operating Expenses

	Three Months Ended
(in thousands)	September 30, 2023		September 30, 2022
Management fee	$	11,334	$	11,717
Less: management fee waiver	(1,013)		(1,115)
Total management fee	10,321		10,602
Incentive fee	10,169		8,202
Interest and other financing expenses	31,425		24,648
Administrative expenses	995		881
Professional fees	850		775
Other general and administrative expenses	542		545
Net expenses before income taxes	54,302		45,653
Income tax benefit	(627)		(13)
Net expenses after income taxes	$	53,675	$	45,640

Our total net operating expenses increased by approximately $8.0 million for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022. Our management fee, net of a management fee waiver, remained relatively flat and our incentive fee increased by approximately $2.0 million for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022. The increase in incentive fees was attributable to an increase in net investment income.

Interest and other financing expenses increased by approximately $6.8 million during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to higher rates on our floating rate borrowings and higher interest expense on our 2022 Convertibles Notes, which was issued in the fourth quarter of 2022 with a further issuance in the first quarter of 2023. Higher interest expense was partially offset by lower interest expense on our 2018A Unsecured Notes, which were fully repaid in the first quarter of 2023 and lower interest expense on the 2018 Convertible Notes, which were partially repaid in the fourth quarter of 2022 in connection with our tender offer to purchase $84.4 million aggregate principal amount of outstanding 2018 Convertible Notes, with the remaining amount fully repaid at maturity in the third quarter of 2023. Our total professional fees, administrative expenses and total other general and administrative expenses for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022 remained relatively flat.

Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)

	Three Months Ended
(in thousands)	September 30, 2023		September 30, 2022
Net realized gains (losses) on investments	$	4,673	$	(222)
Net realized losses on foreign currency	—		(166)
Net change in unrealized depreciation of investments	(16,879)		(24,927)
Net change in unrealized depreciation on foreign currency	(60)		(10)
Benefit for taxes	291		30
Net realized and unrealized losses	$	(11,975)	$	(25,295)

Our net realized gains and unrealized losses resulted in a net loss of approximately $12.0 million for the three months ended September 30, 2023 compared to net realized and unrealized losses resulting in a net loss of approximately $25.3 million for the same period in 2022. As movement in unrealized appreciation or depreciation can be the result of realizations, we look at net realized and unrealized gains or losses together. The net loss for the three months ended September 30, 2023 was primarily driven by unrealized depreciation in TVG-Edmentum Holdings, LLC ("Edmentum") and UniTek, partially offset by realized gains in Haven Midstream Holdings LLC and unrealized appreciation in Vectra Co. and TMK Hawk Parent, Corp. The

Table of Contents

benefit for income taxes was attributable to equity investments that are held as of September 30, 2023 in eight of our corporate subsidiaries. The net loss for the three months ended September 30, 2022 was primarily driven by realized and unrealized losses in Edmentum, Ansira, New Trojan Parent, Inc., TMK Hawk Parent, Corp. and NM CLFX LP, which was partially offset by unrealized appreciation in Haven Midstream LLC, AAC and Phynet Dermatology LLC. See Monitoring of Portfolio Investments above for more details regarding the health of our portfolio companies.

Investment Income and Net Realized and Unrealized (Losses) Gains Related to Non-Controlling Interest in New Mountain Net Lease Corporation ("NMNLC")

	Three Months Ended
(in thousands)	September 30, 2023		September 30, 2022
Total investment income	$	94,349	$	78,449
Net expenses after income taxes	53,675		45,640
Net investment income	40,674		32,809
Less: Net investment income related to non-controlling interest in NMNLC	229		282
Net investment income related to NMFC	$	40,445	$	32,527
Net change in realized gains on investments	4,673		(222)
Net change in realized losses on foreign currency	—		(166)
Less: Net change in realized gains on investments related to non-controlling interest in NMNLC	—		2
Net change in realized gains of investments related to NMFC	$	4,673	$	(390)
Net change in unrealized depreciation of investments	(16,879)		(24,927)
Net change in unrealized depreciation on foreign currency	(60)		(10)
Benefit (provision) for taxes	291		30
Less: Net change in unrealized depreciation of investments related to non-controlling interest in NMNLC	(226)		(475)
Net change in unrealized depreciation of investments related to NMFC	$	(16,422)	$	(24,432)

Results of Operations for the Nine Months Ended September 30, 2023 and September 30, 2022

Revenue

	Nine Months Ended
(in thousands)	September 30, 2023		September 30, 2022
Total interest income	$	219,720	$	157,000
Total dividend income	54,547		48,665
Other income	7,527		14,857
Total investment income	$	281,794	$	220,522

Our total investment income increased by approximately $61.3 million, or 28%, for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. For the nine months ended September 30, 2023, total investment income of approximately $281.8 million consisted of approximately $190.9 million in cash interest from investments, approximately $24.8 million in PIK and non-cash interest from investments, net amortization of purchase premiums and discounts of approximately $4.1 million, approximately $34.3 million in cash dividends from investments, approximately $20.2 million in PIK and non-cash dividends from investments and approximately $7.5 million in other income. The increase in interest income of approximately $62.7 million during the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022 was primarily due to a higher effective interest rate of our portfolio due to higher LIBOR and SOFR rates on our floating rate assets. The increase in dividend income for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022 was primarily driven by an increase in PIK dividends and an increase in cash dividends from SLP III and SLP IV, partially offset by a decrease in cash dividends from our investment in NMNLC. Other income during the nine months ended September 30, 2023, which represents fees that are generally non-

Table of Contents

recurring in nature, was primarily attributable to upfront, consent and amendment fees received from 21 different portfolio companies.

Operating Expenses

	Nine Months Ended
(in thousands)	September 30, 2023		September 30, 2022
Management fee	34,549		35,040
Less: management fee waiver	(3,172)		(3,349)
Total management fee	31,377		31,691
Incentive fee	29,748		23,605
Interest and other financing expenses	93,921		63,957
Administrative expenses	2,996		3,022
Professional fees	2,818		2,529
Other general and administrative expenses	1,543		1,540
Total expenses	162,403		126,344
Less: expenses waived and reimbursed	—		(238)
Net expenses before income taxes	162,403		126,106
Income tax expense (benefit)	401		(5)
Net expenses after income taxes	$	162,804	$	126,101

Our total net operating expenses increased by approximately $36.7 million for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. Our management fee, net of a management fee waiver, remained relatively flat and our incentive fee increased by approximately $6.1 million for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. The increase in incentive fees was attributable to an increase in net investment income.

Interest and other financing expenses increased by approximately $30.0 million during the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to higher LIBOR and SOFR rates on our floating rate borrowings and higher interest expense on our 2022 Convertibles Notes, which was issued in the fourth quarter of 2022 with a further issuance in the first quarter of 2023. Higher interest expense was partially offset by lower interest expense on our 2017A Unsecured Notes, which were fully repaid in the third quarter of 2022, lower interest expense on our 2018A Unsecured Notes, which were fully repaid in the first quarter of 2023 and lower interest expense on the 2018 Convertible Notes, which were partially repaid in the fourth quarter of 2022 in connection with our tender offer to purchase $84.4 million aggregate principal amount of outstanding 2018 Convertible Notes, with the remaining amount fully repaid at maturity in the third quarter of 2023. Our total professional fees, administrative expenses and total other general and administrative expenses for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022 remained relatively flat.

Net Realized Gains (Losses) and Net Change in Unrealized (Depreciation) Appreciation

	Nine Months Ended
(in thousands)	September 30, 2023		September 30, 2022
Net realized gains on investments	7,904		35,468
Net realized gains on foreign currency	13		219
Net change in unrealized depreciation of investments	(18,340)		(67,634)
Net change in unrealized depreciation securities purchased under collateralized agreements to resell	(39)		(2,021)
Net change in unrealized depreciation on foreign currency	(5)		(625)
Benefit (provision) for taxes	66		(127)
Net realized and unrealized losses	$	(10,401)	$	(34,720)

Our net realized gains and unrealized losses resulted in a net losses of approximately $10.4 million for the nine months ended September 30, 2023 compared to net realized gains and unrealized losses resulting in a net losses of approximately $34.7 million for the same period in 2022. As movement in unrealized appreciation or depreciation can be the result of realizations,

Table of Contents

we look at net realized and unrealized gains or losses together. The net losses for the nine months ended September 30, 2023 was primarily driven by realized losses in National HME and ADG, LLC, and unrealized depreciation in Ansira, Edmentum and New Trojan Parent, Inc., partially offset by realized gains in Haven Midstream Holdings LLC and unrealized appreciation in UniTek. The benefit for income taxes was attributable to equity investments that are held as of September 30, 2023 in eight of our corporate subsidiaries. The net loss for the nine months ended September 30, 2022 was primarily driven by unrealized depreciation in NM CLFX LP, NM APP US LLC, NHME Holdings Corp. and Ansira Holdings, Inc. which was partially offset by unrealized appreciation in Haven Midstream LLC, UniTek and New Permian Holdco, Inc. and a realized gain in NM GLCR LP. See Monitoring of Portfolio Investments above for more details regarding the health of our portfolio companies.

Investment Income and Net Realized and Unrealized (Losses) Gains Related to Non-Controlling Interest in New Mountain Net Lease Corporation

	Nine Months Ended
(in thousands)	September 30, 2023		September 30, 2022
Total investment income	$	281,794	$	220,522
Net expenses after income taxes	162,804		126,101
Net investment income	118,990		94,421
Less: Net investment income related to non-controlling interest in NMNLC	754		924
Net investment income related to NMFC	$	118,236	$	93,497
Net change in realized gains on investments	7,904		35,468
Net change in realized losses on foreign currency	13		219
Less: Net change in realized gains on investments related to non-controlling interest in NMNLC	—		3,634
Net change in realized gains of investments related to NMFC	$	7,917	$	32,053
Net change in unrealized depreciation of investments	(18,340)		(67,634)
Net change in unrealized depreciation of securities purchased under collateralized agreements to resell	(39)		(2,021)
Net change in unrealized depreciation on foreign currency	(5)		(625)
Benefit (provision) for taxes	66		(127)
Less: Net change in unrealized depreciation of investments related to non-controlling interest in NMNLC	(264)		(4,708)
Net change in unrealized depreciation of investments related to NMFC	$	(18,054)	$	(65,699)

Liquidity, Capital Resources, Off-Balance Sheet Arrangements, Borrowings and Contractual Obligations

Liquidity and Capital Resources

The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes.

Since our IPO, and through September 30, 2023, we raised approximately $952.2 million in net proceeds from additional offerings of common stock.

Our liquidity is generated and generally available through advances from the revolving credit facilities, from cash flows from operations, and, we expect, through periodic follow-on equity offerings. In addition, we may from time to time enter into additional debt facilities, increase the size of existing facilities or issue additional debt securities, including unsecured debt and/or debt securities convertible into common stock. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. On June 8, 2018 our shareholders approved the application of the modified asset coverage requirements set forth in Section 61(a) of the 1940 Act, which resulted in the reduction of the minimum asset coverage ratio applicable to us from 200.0% to 150.0% as of June 9, 2018. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, is at least 150.0% after such borrowing (which means we can borrow $2 for every $1 of our equity). As a result of our exemptive relief received on November 5, 2014, we are permitted to exclude our SBA-guaranteed debentures from the 150.0% asset coverage ratio that we are required to maintain under the 1940 Act. The agreements governing the NMFC Credit Facility, the Convertible Notes and the Unsecured Notes (as defined below) contain certain covenants and terms, including a requirement that we not exceed a debt-to-equity ratio of 1.65 to 1.00 at the time of

Table of Contents

incurring additional indebtedness and a requirement that we not exceed a secured debt ratio of 0.70 to 1.00 at any time. As of September 30, 2023, our asset coverage ratio was 182.7%.

At September 30, 2023 and December 31, 2022, we had cash and cash equivalents of approximately $83.3 million and $71.2 million, respectively. Our cash provided by (used in) operating activities during the nine months ended September 30, 2023 and September 30, 2022 was approximately $207.0 million and $(8.8) million, respectively. We expect that all current liquidity needs will be met with cash flows from operations and other activities.

On November 3, 2021, we entered into an equity distribution agreement, as amended on May 18, 2023 (the “Distribution Agreement”) with B. Riley Securities, Inc. and Raymond James & Associates, Inc. (collectively, the “Agents”). The Distribution Agreement provides that we may issue and sell our shares from time to time through the Agents, up to $250.0 million worth of our common stock by means of at-the-market ("ATM") offerings.

For the three and nine months ended September 30, 2023, we sold 502,623 and 502,623, respectively, shares of common stock under the Distribution Agreement and received total accumulated net proceeds of approximately $6.6 million and $6.6 million, respectively, including $0.0 million and $0.0 million, respectively, of offering expenses, from these sales. For the three and nine months ended September 30, 2022, we sold 220,098 shares and 2,950,300 shares, respectively, of common stock under the Distribution Agreement and received total accumulated net proceeds of approximately $2.9 million and $40.0 million, respectively, including $0.0 million and $0.4 million, respectively, of offering expenses, from these sales.

We generally use net proceeds from these ATM offerings to make investments, to pay down liabilities and for general corporate purposes. As of September 30, 2023, shares representing approximately $190.3 million of our common stock remains available for issuance and sale under the Distribution Agreement.

Off-Balance Sheet Agreements

We may become a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of September 30, 2023 and December 31, 2022, we had outstanding commitments to third parties to fund investments totaling $172.8 million and $224.1 million, respectively, under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.

We may from time to time enter into financing commitment letters or bridge financing commitments, which could require funding in the future. As of September 30, 2023 and December 31, 2022, we had commitment letters to purchase investments in an aggregate par amount of $4.9 million and $45.6 million, respectively. As of September 30, 2023 and December 31, 2022, we had not entered into any bridge financing commitments which could require funding in the future.

Borrowings

Holdings Credit Facility—On October 24, 2017, we entered into the Third Amended and Restated Loan and Security Agreement (as amended from time to time, the "Loan and Security Agreement") among us, as the Collateral Manager, NMF Holdings, as the Borrower, Wells Fargo Securities, LLC, as the Administrative Agent and Wells Fargo Bank, National Association, as the Lender and Collateral Custodian (the "Holdings Credit Facility"). As of the amendment on April 20, 2021, the maturity date of the Holdings Credit Facility is April 20, 2026, and the maximum facility amount is the lesser of $800.0 million and the actual commitments of the lenders to make advances as of such date.

As of September 30, 2023, the maximum amount of revolving borrowings available under the Holdings Credit Facility is $730.0 million. Under the Holdings Credit Facility, NMF Holdings is permitted to borrow up to 35.0%, 45.0%, 55.0%, 67.5% or 70.0% of the purchase price of pledged assets, subject to approval by Wells Fargo Bank, National Association. The Holdings Credit Facility is non-recourse to us and is collateralized by all of the investments of NMF Holdings on an investment by investment basis. All fees associated with the origination, amending or upsizing of the Holdings Credit Facility are capitalized on our Consolidated Statement of Assets and Liabilities and charged against income as other financing expenses over the life of the Holdings Credit Facility. The Holdings Credit Facility contains certain customary affirmative and negative covenants and events of default. In addition, the Holdings Credit Facility requires us to maintain a minimum asset coverage ratio of 150.0%. The covenants are generally not tied to mark to market fluctuations in the prices of NMF Holdings investments, but rather to the performance of the underlying portfolio companies.

As of the amendment on April 28, 2023, the Holdings Credit Facility bears interest at a rate of SOFR plus 1.70% for Broadly Syndicated Loans (as defined in the Seventh Amendment to the Loan and Security Agreement) and SOFR plus 2.20% per annum for all other investments. From April 20, 2021 to April 27, 2023, the Holdings Credit Facility bore interest at a rate of LIBOR plus 1.60% per annum for Broadly Syndicated Loans (as defined in the Fifth Amendment to the Loan and Security Agreement) and LIBOR plus 2.10% per annum for all other investments. The Holdings Credit Facility also charges a non-usage

Table of Contents

fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the Third Amended and Restated Loan and Security Agreement).

As of September 30, 2023 and December 31, 2022, the outstanding balance on the Holdings Credit Facility was $569.6 million and $619.0 million, respectively, and NMF Holdings was in compliance with the applicable covenants in the Holdings Credit Facility on such dates.

See Item 1.—Financial Statements and Supplementary Data—Note 7. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the Holdings Credit Facility for the three and nine months ended September 30, 2023 and September 30, 2022.

NMFC Credit Facility—The Amended and Restated Senior Secured Revolving Credit Agreement, (as amended from time to time, and together with the related guarantee and security agreement, the "RCA"), dated June 4, 2021, among us, as the Borrower, Goldman Sachs Bank USA, as the Administrative Agent and Collateral Agent, and Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Stifel Bank & Trust and MUFG Union Bank, N.A., as Lenders (the "NMFC Credit Facility"), is structured as a senior secured revolving credit facility. The NMFC Credit Facility is guaranteed by certain of our domestic subsidiaries and proceeds from the NMFC Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. As of the amendment on June 4, 2021, the maturity date of the NMFC Credit Facility is June 4, 2026.

As of September 30, 2023, the maximum amount of revolving borrowings available under the NMFC Credit Facility was $198.5 million. We are permitted to borrow at various advance rates depending on the type of portfolio investment as outlined in the related RCA. All fees associated with the origination and amending of the NMFC Credit Facility are capitalized on our Consolidated Statement of Assets and Liabilities and charged against income as other financing expenses over the life of the NMFC Credit Facility. The NMFC Credit Facility contains certain customary affirmative and negative covenants and events of default, including certain financial covenants related to the asset coverage and liquidity and other maintenance covenants.

As of the most recent amendment on June 29, 2023, the NMFC Credit Facility generally bears interest at a rate of SOFR plus any applicable credit spread adjustment, SONIA or EURIBOR plus 2.10% per annum or the prime rate plus 1.10% per annum, and charges a commitment fee, based on the unused facility amount multiplied by 0.375% per annum (as defined in the RCA). Prior to the amendment on June 29, 2023, the NMFC Credit Facility generally bore interest at a rate of LIBOR, SONIA or EURIBOR plus 2.10% per annum or the prime rate plus 1.10% per annum, and charged a commitment fee, based on the unused facility amount multiplied by 0.375% per annum (as defined in the RCA).

As of September 30, 2023 and December 31, 2022, the outstanding balance on the NMFC Credit Facility was $192.1 million and $40.4 million, which included £22.9 million and £22.9 million, respectively, denominated in British Pound Sterling ("GBP") and €0.7 million and €0.7 million, respectively, denominated in Euro ("EUR") that have been converted to U.S. dollars. NMFC was in compliance with the applicable covenants in the NMFC Credit Facility on such dates.

See Item 1.—Financial Statements and Supplementary Data—Note 7. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the NMFC Credit Facility for the three and nine months ended September 30, 2023 and September 30, 2022.

Unsecured Management Company Revolver—The Uncommitted Revolving Loan Agreement (the "Uncommitted Revolving Loan Agreement"), dated March 30, 2020, by and between us, as the Borrower, and NMF Investments III, L.L.C., as Lender, an affiliate of the Investment Adviser (the "Unsecured Management Company Revolver"), is structured as a discretionary unsecured revolving credit facility. The proceeds from the Unsecured Management Company Revolver may be used for general corporate purposes, including the funding of portfolio investments. As of the most recent amendment on December 17, 2021, the maturity date of the Unsecured Management Company Revolver is December 31, 2024.

As of the amendment on December 17, 2021, the Unsecured Management Company Revolver bears interest at a rate of 4.00% per annum. Prior to December 17, 2021, the Unsecured Management Company Revolver bore interest at a rate of 7.00% per annum (as defined in the Uncommitted Revolving Loan Agreement). On May 4, 2020, we entered into an Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amounts of revolving borrowings available thereunder from $30.0 million to $50.0 million. As of September 30, 2023, the maximum amount of revolving borrowings available under the Unsecured Management Company Revolver was $50.0 million and no borrowings were outstanding. For the three and nine months ended September 30, 2023 and September 30, 2022, amortization of financing costs were each less than $50.0 thousand, respectively.

DB Credit Facility—The Loan Financing and Servicing Agreement (the "LFSA") dated December 14, 2018 and as amended from time to time, among NMFDB as the borrower, Deutsche Bank AG, New York Branch ("Deutsche Bank") as the facility agent, Lender and other agent from time to time party thereto and U.S. Bank National Association, as collateral agent and collateral custodian (the "DB Credit Facility"), is structured as a secured revolving credit facility and matures on March 25, 2026.

Table of Contents

As of September 30, 2023, the maximum amount of revolving borrowings available under the DB Credit Facility was $280.0 million. We are permitted to borrow at various advance rates depending on the type of portfolio investment, as outlined in the LFSA. The DB Credit Facility is non-recourse to us and is collateralized by all of the investments of NMFDB on an investment by investment basis. All fees associated with the origination and amending of the DB Credit Facility are capitalized on our Consolidated Statement of Assets and Liabilities and charged against income as other financing expenses over the life of the DB Credit Facility. The DB Credit Facility contains certain customary affirmative and negative covenants and events of default. The covenants are generally not tied to mark to market fluctuations in the prices of NMFDB investments, but rather to the performance of the underlying portfolio companies.

The advances under the DB Credit Facility accrue interest at a per annum rate equal to the Applicable Margin plus the lender's Cost of Funds Rate. Prior to March 25, 2021, the Applicable Margin was equal to 2.60% during the Revolving Period, increased by 0.20% per annum after the Revolving Period and then increased by 2.00% during an Event of Default (as defined in the LFSA). From March 25, 2021 to June 29, 2023, the Applicable Margin is equal to 2.35% during the Revolving Period, increased by 0.20% per annum after the Revolving Period and then increased by 2.00% during an Event of Default. As of the amendment on June 29, 2023, the Applicable Margin is equal to 2.61% during the Revolving Period, increases by 0.20% per annum after the Revolving period and shall be increased by 2.00% per annum during an Event of Default. The "Cost of Funds Rate" for a conduit lender is the lower of its commercial paper rate and the Base Rate plus 0.50%, and for any other lender is the Base Rate. Effective June 29, 2023, the Base Rate is the three-months SOFR Rate. Prior to the amendment on June 29, 2023, the Base Rate was the three-months LIBOR rate. We are also charged a non-usage fee, based on the unused facility amount multiplied by the Undrawn Fee Rate (as defined in the LFSA) and a facility agent fee of 0.25% per annum on the total facility amount.

As of September 30, 2023 and December 31, 2022, the outstanding balance on the DB Credit Facility was $186.4 million and $186.4 million, respectively, and NMFDB was in compliance with the applicable covenants in the DB Credit Facility on such date.

See Item 1.—Financial Statements and Supplementary Data—Note 7. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the DB Credit Facility for the three and nine months ended September 30, 2023 and September 30, 2022.

NMNLC Credit Facility II—The Credit Agreement (together with the related guarantee and security agreement, the "NMNLC CA"), dated February 26, 2021, by and between NMNLC, as the Borrower, and City National Bank, as the Lender (the "NMNLC Credit Facility II"), is structured as a senior secured revolving credit facility. As of the amendment on November 1, 2022, NM CLFX LP has been added as a co-borrower and the NMNLC CA will mature on November 1, 2024. The NMNLC Credit Facility II is guaranteed by us and proceeds from the NMNLC Credit Facility II are able to be used for refinancing existing loans on the properties held.

Prior to the amendment on December 7, 2021, the NMNLC Credit Facility II bore interest at a rate of LIBOR plus 2.75% per annum, and charged a commitment fee, based on the unused facility amount multiplied by 0.05% per annum (as defined in the NMNLC CA). From December 7, 2021 to November 1, 2022, the NMNLC Credit Facility II bore interest at a rate of the SOFR plus 2.75% per annum with a 0.35% floor, and charged a commitment fee, based on the unused facility amount multiplied by 0.05% per annum (as defined in the NMNLC CA). As of the amendment on November 1, 2022, the NMNLC Credit Facility II bears interest at a rate of SOFR plus 2.25%.

Prior to the amendment on March 16, 2022, the maximum amount of revolving borrowings available under the NMNLC Credit Facility II was $20 million. As of the March 16, 2022 amendment and effective May 1, 2022 through November 1, 2022, the maximum amount of revolving borrowings available under the NMNLC Credit Facility II was $10 million. As of the amendment on November 1, 2022, the maximum amount of revolving borrowings available under the NMNLC Credit Facility II is $27.5 million, of which $25.4 million is outstanding for all borrowers. As of September 30, 2023 and December 31, 2022, the outstanding balance on the NMNLC Credit Facility II was $2.9 million and $3.8 million, respectively, and NMNLC was in compliance with the applicable covenants in the NMNLC Credit Facility II on such date.

See Item 1.—Financial Statements and Supplementary Data—Note 7. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the NMNLC Credit Facility II for the three and nine months ended September 30, 2023 and September 30, 2022.

Convertible Notes

2018 Convertible Notes—On August 20, 2018, we closed a registered public offering of $100.0 million aggregate principal amount of unsecured convertible notes (the “2018 Convertible Notes”), pursuant to an indenture, dated August 20, 2018, as supplemented by a first supplemental indenture thereto, dated August 20, 2018 (together the “2018A Indenture”). On August 30, 2018, in connection with the registered public offering, we issued an additional $15.0 million aggregate principal amount of the 2018 Convertible Notes pursuant to the exercise of an overallotment option by the underwriter of the 2018

Table of Contents

Convertible Notes. On June 7, 2019, we closed a registered public offering of an additional $86.3 million aggregate principal amount of the 2018 Convertible Notes. These additional 2018 Convertible Notes constituted a further issuance of, rank equally in right of payment with, and formed a single series with the $115.0 million aggregate principal amount of 2018 Convertible Notes that we issued in August 2018.

The 2018 Convertible Notes bore interest at an annual rate of 5.75%, payable semi-annually in arrears on February 15 and August 15 of each year, which commenced on February 15, 2019. The 2018 Convertible Notes matured on August 15, 2023.

On November 4, 2022, we launched a tender offer to purchase, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 4, 2022, up to $201.3 million aggregate principal amount of outstanding 2018 Convertible Notes for cash in an amount equal to $1,000 per $1,000 principal amount of Notes purchased (exclusive of accrued and unpaid interest on such notes) (the "Tender Offer"). The Tender Offer expired on December 6, 2022. As of the expiration of the Tender Offer, $84.4 million aggregate principal amount of the 2018 Convertible Notes were validly tendered and not validly withdrawn pursuant to the Tender Offer. We accepted for purchase all of the 2018 Convertible Notes that were validly tendered and not validly withdrawn at the expiration of the Tender Offer. Following settlement of the Tender Offer on December 9, 2022, approximately $116.8 million aggregate principal amount of the 2018 Convertible Notes remained outstanding.

On August 15, 2023, our $116.8 million aggregate principal amount of 2018 Convertible Notes matured and we repaid the outstanding principal and accrued but unpaid interest in cash.

2022 Convertible Notes—On November 2, 2022, we closed a private offering of $200.0 million aggregate principal amount of unsecured convertible notes (the “2022 Convertible Notes”), pursuant to an indenture, dated August 20, 2018, as supplemented by a third supplemental indenture thereto, dated November 2, 2022 (together the “2018C Indenture”). On March 14, 2023, in connection with the registered public offering, we issued an additional $60.0 million aggregate principal amount of the 2022 Convertible Notes. These additional 2022 Convertible Notes constitute a further issuance of, rank equally in right of payment with, and form a single series with the $200.0 million aggregate principal amount of 2022 Convertible Notes that we issued in November 2022.

The 2022 Convertible Notes bear interest at an annual rate of 7.50%, payable semi-annually in arrears on April 15 and October 15 of each year. The 2022 Convertible Notes will mature on October 15, 2025 unless earlier converted, repurchased or redeemed pursuant to the terms of the 2018C Indenture. We may not redeem the 2022 Convertible Notes prior to July 15, 2025. On or after July 15, 2025, we may redeem the 2022 Convertible Notes for cash, in whole or from time to time in part, at our option at a redemption price, subject to an exception for redemption dates occurring after a record date but on or prior to the interest payment date, equal to the sum of (i) 100% of the principal amount of the 2022 Convertible Notes to be redeemed, (ii) accrued and unpaid interest thereon to, but excluding, the redemption date and (iii) a make-whole premium.

The following table summarizes certain key terms related to the convertible features of our 2022 Convertible Notes as of September 30, 2023:

	2022 Convertible Notes
Initial conversion premium(1)	14.7		%
Initial conversion rate(2)	70.4225
Initial conversion price	$	14.20
Conversion rate at September 30, 2023(1)(2)	71.2860
Conversion price at September 30, 2023(2)(3)	$	14.03
Last conversion price calculation date	September 15, 2023

(1)Conversion rates denominated in shares of common stock per $1.0 thousand principal amount of our 2022 Convertible Notes converted.

(2)Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.

(3)The conversion price in effect at September 30, 2023 on our 2022 Convertible Notes was calculated on September 15, 2023.

The conversion rate will be subject to adjustment upon certain events, such as stock splits and combinations, mergers, spin-offs, increases in dividends in excess of $0.30 per share per quarter for the 2022 Convertible Notes and certain changes in control. Certain of these adjustments, including adjustments for increases in dividends, are subject to a conversion price floor of $12.38 per share for the 2022 Convertible Notes. In no event will the total number of shares of common stock issuable upon conversion exceed 80.7754 per $1 principal amount of the 2022 Convertible Notes. We have determined that the embedded conversion option in the Convertible Notes is not required to be separately accounted for as a derivative under GAAP.

Table of Contents

The 2022 Convertible Notes are unsecured obligations and rank senior in right of payment to our existing and future indebtedness, if any, that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries and financing vehicles. As reflected in Item 1. — Financial Statements — Note 11. Earnings Per Share, the issuance is considered part of the if-converted method for calculation of diluted earnings per share.

As of September 30, 2023 and December 31, 2022, the outstanding balance on the Convertible Notes was $260.0 million and $316.8 million, respectively. NMFC was in compliance with the terms of the 2018A Indenture and 2018C Indenture on such date.

See Item 1.—Financial Statements and Supplementary Data—Note 7. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the Convertible Notes for the three and nine months ended September 30, 2023 and September 30, 2022.

Unsecured Notes

On June 30, 2017, we issued $55.0 million in aggregate principal amount of five-year unsecured notes that matured on July 15, 2022 (the "2017A Unsecured Notes"), pursuant to an amended and restated note purchase agreement, dated September 30, 2016 (the "NPA"), and a supplement to the NPA. On July 15, 2022, we caused notices to be issued to holders of our 2017A Unsecured Notes regarding the exercise of our option to repay all of our $55.0 million in aggregate principal amount of issued and outstanding 2017A Unsecured Notes, which was repaid on July 14, 2022. On January 30, 2018, we issued $90.0 million in aggregate principal amount of five year unsecured notes that matured on January 30, 2023 (the "2018A Unsecured Notes") pursuant to the NPA and a second supplement to the NPA. On January 30, 2023, we caused notices to be issued to holders of our 2018A Unsecured Notes regarding the exercise of our option to repay all of our $90.0 million in aggregate principal amount of issued and outstanding 2018A Unsecured Notes, which was repaid on January 27, 2023. On July 5, 2018, we issued $50.0 million in aggregate principal amount of five year unsecured notes that matured on June 28, 2023 (the "2018B Unsecured Notes") pursuant to the NPA and a third supplement to the NPA (the "Third Supplement"). On June 28, 2023, we caused notices to be issued to holders of our 2018B Unsecured Notes regarding the exercise of our option to repay all of our $50.0 million in aggregate principal amount of issued and outstanding 2018B Unsecured Notes, which was repaid on June 27, 2023. On April 30, 2019, we issued $116.5 million in aggregate principal amount of five year unsecured notes that mature on April 30, 2024 (the "2019A Unsecured Notes") pursuant to the NPA and a fourth supplement to the NPA (the "Fourth Supplement"). On January 29, 2021, we issued $200.0 million in aggregate principal amount of five year unsecured notes that mature on January 29, 2026 (the "2021A Unsecured Notes") pursuant to the NPA and a fifth supplement to the NPA (the "Fifth Supplement"). On June 15, 2022, we issued $75.0 million in aggregate principal amount of five year unsecured notes that mature on June 15, 2027 (the "2022A Unsecured Notes") pursuant to the NPA and a sixth supplement to the NPA (the "Sixth Supplement"). The NPA provides for future issuances of unsecured notes in separate series or tranches.

The 2017A Unsecured Notes bore interest at an annual rate of 4.760%, payable semi-annually on January 15 and July 15 of each year. The 2018A Unsecured Notes bore interest at an annual rate of 4.870%, payable semi-annually on February 15 and August 15 of each year. The 2018B Unsecured Notes bore interest at an annual rate of 5.360%, payable semi-annually on January 15 and July 15 of each year. The 2019A Unsecured Notes bear interest at an annual rate of 5.494%, payable semi-annually on April 15 and October 15 of each year. The 2021A Unsecured Notes bear interest at an annual rate of 3.875%, payable semi-annually in arrears on January 29 and July 29 of each year. The 2022A Unsecured Notes bear interest at an annual rate of 5.900%, payable semi-annually in arrears on June 15 and December 15 of each year, which commenced on December 14, 2022. These interest rates are subject to increase in the event that: (i) subject to certain exceptions, the underlying unsecured notes or we cease to have an investment grade rating or (ii) the aggregate amount of our unsecured debt falls below $150.0 million.  In each such event, we have the option to offer to prepay the underlying unsecured notes at par, in which case holders of the underlying unsecured notes who accept the offer would not receive the increased interest rate. In addition, we are obligated to offer to prepay the underlying unsecured notes at par if the Investment Adviser, or an affiliate thereof, ceases to be our investment adviser or if certain change in control events occur with respect to the Investment Adviser.

The NPA contains customary terms and conditions for unsecured notes issued, including, without limitation, an option to offer to prepay all or a portion of the unsecured notes under its governance at par (plus a make-whole amount if applicable), affirmative and negative covenants such as information reporting, maintenance of our status as a BDC under the 1940 Act and a RIC under the Code, minimum stockholders’ equity, minimum asset coverage ratio, and prohibitions on certain fundamental changes at NMFC or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, misrepresentation in a material respect, breach of covenant, cross-default under other indebtedness of NMFC or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy. The Third Supplement, Fourth Supplement, Fifth Supplement and Sixth Supplement all include additional financial covenants related to asset coverage as well as other terms.

Table of Contents

The 2017A Unsecured Notes, 2018A Unsecured Notes, 2018B Unsecured Notes, 2019A Unsecured Notes, 2021A Unsecured Notes and 2022A Unsecured Notes (together, the "Unsecured Notes") are unsecured obligations and rank senior in right of payment to our existing and future indebtedness, if any, that is expressly subordinated in right of payment to the Unsecured Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries and financing vehicles.

As of September 30, 2023 and December 31, 2022, the outstanding balance on the Unsecured Notes was $391.5 million and $531.5 million, respectively, and we were in compliance with the terms of the NPA as of such dates, as applicable.

See Item 1.—Financial Statements and Supplementary Data—Note 7. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the Unsecured Notes for the three and nine months ended September 30, 2023 and September 30, 2022.

SBA-guaranteed debentures—On August 1, 2014 and August 25, 2017, respectively, SBIC I and SBIC II received SBIC licenses from the SBA to operate as SBICs.

The SBIC license allows SBICs to obtain leverage by issuing SBA-guaranteed debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse to us and have a ten year maturity with interest payable semi-annually. The principal amount of SBA-guaranteed debentures may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market-driven spread over U.S. Treasury Notes with ten year maturities. The SBA, as a creditor, will have a superior claim to the assets of SBIC I and SBIC II over our stockholders in the event SBIC I and SBIC II are liquidated or the SBA exercises remedies upon an event of default.

The maximum amount of borrowings available under current SBA regulations for a single licensee is $150.0 million as long as the licensee has at least $75.0 million in regulatory capital, receives a capital commitment from the SBA and has been through an examination by the SBA subsequent to licensing. In June 2018, legislation amended the 1958 Act by increasing the individual leverage limit from $150.0 million to $175.0 million, subject to SBA approvals.

As of September 30, 2023 and December 31, 2022, SBIC I had regulatory capital of $75.0 million and $75.0 million, respectively, and SBA-guaranteed debentures outstanding of $150.0 million and $150.0 million, respectively. As of September 30, 2023 and December 31, 2022, SBIC II had regulatory capital of $75.0 million and $75.0 million, respectively, and $150.0 million and $150.0 million, respectively, of SBA-guaranteed debentures outstanding. The SBA-guaranteed debentures incur upfront fees of 3.435%, which consists of a 1.00% commitment fee and a 2.435% issuance discount, which are amortized over the life of the SBA-guaranteed debentures.

Prior to pooling, the SBA-guaranteed debentures bear interest at an interim floating rate of LIBOR plus 0.30%. Once pooled, which occurs in March and September each year, the SBA-guaranteed debentures bear interest at a fixed rate that is set to the current 10-year treasury rate plus a spread at each pooling date.

The SBIC program is designed to stimulate the flow of private investor capital into eligible small businesses, as defined by the SBA regulations. SBICs are subject to SBA regulations that, among other things: require SBICs to invest in eligible small businesses and invest at least 25.0% of investment capital in eligible smaller enterprises (as defined by the SBA regulations), place certain limitations on the financing terms of investments, regulate the types of financing, prohibit investments in small businesses with certain characteristics or in certain industries and require capitalization thresholds that limit distributions to us. SBICs are subject to an annual periodic examination by an SBA examiner to determine the SBIC's compliance with the relevant SBA regulations and an annual financial audit of its financial statements that are prepared on a basis of accounting other than GAAP (such as ASC 820) by an independent auditor. As of September 30, 2023 and December 31, 2022, SBIC I and SBIC II were in compliance with SBA regulatory requirements.

See Item 1.—Financial Statements and Supplementary Data—Note 7. Borrowings in this Quarterly Report on Form 10-Q for additional information on our SBA-guaranteed debentures as of September 30, 2023 and costs incurred on the SBA-guaranteed debentures for the three and nine months ended September 30, 2023 and September 30, 2022.

Table of Contents

Contractual Obligations

A summary of our significant contractual payment obligations as of September 30, 2023 is as follows:

	Contractual Obligations Payments Due by Period
(in millions)	Total		Less than<br>1 Year		1 - 3 Years		3 - 5 Years		More than<br>5 Years
Holdings Credit Facility(1)	$	569.6	$	—	$	569.6	$	—	$	—
Unsecured Notes(2)	391.5		116.5		200.0		75.0		—
SBA-guaranteed debentures(3)	300.0		—		121.7		43.3		135.0
Convertible Notes(4)	260.0		—		260.0		—		—
NMFC Credit Facility(5)	192.1		—		192.1		—		—
DB Credit Facility(6)	186.4		—		186.4		—		—
NMNLC Credit Facility II(7)	2.9		—		2.9		—		—
Total Contractual Obligations	$	1,902.5	$	116.5	$	1,532.7	$	118.3	$	135.0

(1)Under the terms of the $730.0 million Holdings Credit Facility, all outstanding borrowings under that facility ($569.6 million as of September 30, 2023) must be repaid on or before April 20, 2026. As of September 30, 2023, there was approximately $160.4 million of possible capacity remaining under the Holdings Credit Facility.

(2)$116.5 million of the 2019A Unsecured Notes will mature on April 30, 2024 unless earlier repurchased, $200.0 million of the 2021A Unsecured Notes will mature on January 29, 2026 unless earlier repurchased and $75.0 million of the 2022A Unsecured Notes will mature on June 15, 2027 unless earlier repurchased.

(3)Our SBA-guaranteed debentures will begin to mature on March 1, 2025.

(4)The 2022 Convertible Notes will mature on October 15, 2025 unless earlier converted or purchased at the holder's option or redeemed by us.

(5)Under the terms of the $198.5 million NMFC Credit Facility, all outstanding borrowings under that facility ($192.1 million, which included £22.9 million denominated in GBP and €0.7 million denominated in EUR that have been converted to U.S. dollars as of September 30, 2023) must be repaid on or before June 4, 2026. As of September 30, 2023, there was approximately $6.4 million of available capacity remaining under the NMFC Credit Facility.

(6)Under the terms of the $280.0 million DB Credit Facility, all outstanding borrowings under that facility ($186.4 million as of September 30, 2023) must be repaid on or before March 25, 2026. As of September 30, 2023, there was approximately $93.6 million of possible capacity remaining under the DB Credit Facility.

(7)Under the terms of the NMNLC Credit Facility II, all outstanding borrowings under that facility must be repaid on or before November 1, 2024. As of September 30, 2023, the outstanding borrowings for all borrowers was $25.4 million, of which $2.9 million was outstanding for NMNLC.

We have entered into an investment management and advisory agreement (the "Investment Management Agreement") with the Investment Adviser in accordance with the 1940 Act. Under the Investment Management Agreement, the Investment Adviser has agreed to provide us with investment advisory and management services. We have agreed to pay for these services (1) a management fee and (2) an incentive fee based on our performance.

We have also entered into the administration agreement, as amended and restated (the "Administration Agreement") with the Administrator. Under the Administration Agreement, the Administrator has agreed to arrange office space for us and provide office equipment and clerical, bookkeeping and record keeping services and other administrative services necessary to conduct our respective day-to-day operations. The Administrator has also agreed to maintain, or oversee the maintenance of, our financial records, our reports to stockholders and reports filed with the SEC.

If any of the contractual obligations discussed above are terminated, our costs under any new agreements that are entered into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under the Investment Management Agreement and the Administration Agreement.

Table of Contents

Distributions and Dividends

Distributions declared and paid to stockholders for the nine months ended September 30, 2023 totaled approximately $104.0 million.

The following table reflects cash distributions, including dividends and returns of capital, if any, per share that have been declared by our board of directors for the two most recent fiscal years and the current fiscal year to date:

Fiscal Year Ended	Date Declared	Record Date	Payment Date	Per Share<br>Amount (1)
December 31, 2023
Third Quarter	July 27, 2023	September 15, 2023	September 29, 2023	$	0.36	(2)
Second Quarter	April 25, 2023	June 16, 2023	June 30, 2023	0.35		(3)
First Quarter	January 24, 2023	March 17, 2023	March 31, 2023	0.32
				$	1.03
December 31, 2022
Fourth Quarter	November 2, 2022	December 16, 2022	December 30, 2022	$	0.32
Third Quarter	August 3, 2022	September 16, 2022	September 30, 2022	0.30
Second Quarter	May 3, 2022	June 16, 2022	June 30, 2022	0.30
First Quarter	February 23, 2022	March 17, 2022	March 31, 2022	0.30
				$	1.22
December 31, 2021
Fourth Quarter	October 27, 2021	December 16, 2021	December 30, 2021	$	0.30
Third Quarter	July 29, 2021	September 16, 2021	September 30, 2021	0.30
Second Quarter	April 30, 2021	June 16, 2021	June 30, 2021	0.30
First Quarter	February 17, 2021	March 17, 2021	March 31, 2021	0.30
				$	1.20

(1)Tax characteristics of all distributions paid are reported to stockholders on Form 1099 after the end of the calendar year. For the years ended December 31, 2022 and December 31, 2021, total distributions were $122.4 million and $116.5 million, respectively, of which the distributions were comprised of approximately 70.59% and 90.99%, respectively, of ordinary income, 20.79% and 0.00%, respectively, of long-term capital gains and approximately 8.62% and 9.01%, respectively, of a return of capital. Future quarterly distributions, if any, will be determined by our board of directors.

(2)Includes a regular quarterly distribution of $0.32 per share and a supplemental distribution related to Q2 earnings of $0.04 per share.

(3)Includes a regular quarterly distribution of $0.32 per share and a supplemental distribution related to Q1 earnings of $0.03 per share.

We intend to pay quarterly distributions to our stockholders in amounts sufficient to maintain our status as a RIC. We intend to distribute approximately all of our net investment income on a quarterly basis and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment.

We maintain an "opt out" dividend reinvestment plan on behalf of our common stockholders, pursuant to which each of our stockholders' cash distributions will be automatically reinvested in additional shares of common stock, unless the stockholder elects to receive cash. See Item 1— Financial Statements—Note 2. Summary of Significant Accounting Policies for additional details regarding our dividend reinvestment plan.

Table of Contents

Related Parties

We have entered into a number of business relationships with affiliated or related parties, including the following:

•We have entered into the Investment Management Agreement with the Investment Adviser, a wholly-owned subsidiary of New Mountain Capital. Therefore, New Mountain Capital is entitled to any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of the Investment Management Agreement, less expenses incurred by the Investment Adviser in performing its services under the Investment Management Agreement.

•We have entered into a fee waiver agreement (the "Fee Waiver Agreement") with the Investment Adviser, pursuant to which the Investment Adviser agreed to voluntarily reduce the base management fees payable to the Investment Adviser by us under the Investment Management Agreement beginning with the quarter ended March 31, 2021 through the quarter ending December 31, 2024. See Item 1— Financial Statements—Note 5. Agreements for details.

•We have entered into the Administration Agreement with the Administrator, a wholly-owned subsidiary of New Mountain Capital. The Administrator arranges our office space and provides office equipment and administrative services necessary to conduct our respective day-to-day operations pursuant to the Administration Agreement. We reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to us under the Administration Agreement, which includes the fees and expenses associated with performing administrative, finance, and compliance functions, and the compensation of our chief financial officer and chief compliance officer and their respective staffs. Pursuant to the Administration Agreement and further restricted by us, the Administrator may, in its own discretion, submit to us for reimbursement some or all of the expenses that the Administrator has incurred on our behalf during any quarterly period. As a result, the amount of expenses for which we will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to us for reimbursement in the future. However, it is expected that the Administrator will continue to support part of our expense burden in the near future and may decide to not calculate and charge through certain overhead related amounts as well as continue to cover some of the indirect costs. The Administrator cannot recoup any expenses that the Administrator has previously waived. For the three and nine months ended September 30, 2023 approximately $0.6 million and $1.7 million, respectively, of indirect administrative expenses were included in administrative expenses, of which no expenses were waived by the Administrator. As of September 30, 2023, approximately $0.6 million of indirect administrative expenses were included in payable to affiliates. For the three and nine months ended September 30, 2023, the reimbursement to the Administrator represented approximately 0.02% and 0.05%, respectively, of our gross assets.

•We, the Investment Adviser and the Administrator have entered into a royalty-free Trademark License Agreement, as amended, with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant us, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the name "New Mountain" and "New Mountain Finance", as well as the NMF logo.

In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors, which is available on our website at http://www.newmountainfinance.com. These officers and directors also remain subject to the duties imposed by the 1940 Act and the Delaware General Corporation Law.

The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to our investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Adviser's allocation procedures. On October 8, 2019, the SEC issued an exemptive order (the “Exemptive Order”), which superseded a prior order issued on December 18, 2017, which permits us to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, we are permitted to co-invest with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of our stockholders and is consistent with our then-current investment objective and strategies. The Exemptive Order was amended on August 30, 2022 to permit us to complete follow-on

Table of Contents

investments in our existing portfolio companies with certain affiliates that are private funds if such private funds do not hold an investment in such existing portfolio company, subject to certain conditions.

On March 30, 2020, an affiliate of the Investment Adviser purchased directly from NMNLC 105,030 shares of NMNLC’s common stock at a price of $107.73 per share, which represented the net asset value per share of NMNLC at the date of purchase, for an aggregate purchase price of approximately $11.3 million. Immediately thereafter, NMNLC redeemed 105,030 shares of its common stock held by NMFC in exchange for a promissory note with a principal amount of $11.3 million and a 7.0% interest rate, which was repaid by NMNLC to NMFC on March 31, 2020.

On March 30, 2020, we entered into the Unsecured Management Company Revolver with NMF Investments III, L.L.C., an affiliate of the Investment Adviser, with a $30.0 million maximum amount of revolver borrowings available and a maturity date of December 31, 2022. On May 4, 2020, we entered into an Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amounts of revolving borrowings available thereunder from $30.0 million to $50.0 million. On December 17, 2021, we entered into Amendment No. 1 to the Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which lowered the interest rate and extended the maturity date from December 31, 2022 to December 31, 2024. Refer to Borrowings for discussion of the Unsecured Management Company Revolver.

Table of Contents

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

We are subject to certain financial market risks, such as interest rate fluctuations. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. Since March 2022, the Federal Reserve has been rapidly raising interest rates and has indicated that it would consider additional rate hikes in response to ongoing inflation concerns. In a rising interest rate environment, our net investment income would increase due to an increase in interest income generated by our investment portfolio. However, our cost of funds would also increase, which could also impact net investment income. It is possible that the Federal Reserve's tightening cycle could result in a recession in the United States, which would likely decrease interest rates. Alternatively, in a prolonged low interest rate environment, including a reduction of base rates, such as SONIA or SOFR, to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results. During the nine months ended September 30, 2023, certain of the loans held in our portfolio had floating LIBOR, SONIA or SOFR interest rates. As of September 30, 2023, approximately 87.48% of investments at fair value (excluding investments on non-accrual, unfunded debt investments and non-interest bearing equity investments) represent floating-rate investments with a LIBOR, SONIA or SOFR floor (includes investments bearing prime interest rate contracts) and approximately 12.52% of investments at fair value represent fixed-rate investments. Additionally, our senior secured revolving credit facilities are also subject to floating interest rates and are currently paid based on floating LIBOR, SONIA or SOFR rates.

The following table estimates the potential changes in interest income, net of interest expense, should interest rates increase by 100, 200 or 300 basis points, or decrease by 25 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held on September 30, 2023. Interest expense is calculated based on the terms of our outstanding revolving credit facilities, convertible notes and unsecured notes. For our floating rate credit facilities, we use the outstanding balance as of September 30, 2023. This analysis does not take into account the impact of the incentive fee or other expenses. The base interest rate case assumes the rates on our portfolio investments remain unchanged from the actual effective interest rates as of September 30, 2023. These hypothetical calculations are based on a model of the investments in our portfolio, held as of September 30, 2023, and are only adjusted for assumed changes in the underlying base interest rates.

Actual results could differ significantly from those estimated in the table.

Change in Interest Rates	Estimated<br>Percentage<br>Change in Interest<br>Income Net of<br>Interest Expense (unaudited)
-25 Basis Points	(1.71)	%
Base Interest Rate	—	%
+100 Basis Points	6.84	%
+200 Basis Points	13.69	%
+300 Basis Points	20.53	%

Table of Contents

Item 4.     Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

As of September 30, 2023 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

(b)Changes in Internal Controls Over Financial Reporting

Management has not identified any change in our internal control over financial reporting that occurred during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

The terms “we”, “us”, “our” and the “Company” refers to New Mountain Finance Corporation and its consolidated subsidiaries.

Item 1.    Legal Proceedings

We, and our consolidated subsidiaries, the Investment Adviser and the Administrator are not currently subject to any material pending legal proceedings as of September 30, 2023. From time to time, we or our consolidated subsidiaries may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which could materially affect our business, financial condition and/or operating results, including the Risk Factor titled "Small Business Credit Availability Act allows us to incur additional leverage, which could increase the risk of investing in our securities". The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. There have been no material changes during the nine months ended September 30, 2023 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022 other than those set forth below.

Our business is dependent on bank relationships and recent strain on the banking system may adversely impact us.

The financial markets recently have encountered volatility associated with concerns about the balance sheets of banks, especially small and regional banks that may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors, some banks have already been impacted and others may be materially and adversely impacted. Our business is dependent on bank relationships, and we are proactively monitoring the financial health of banks with which we (or our portfolio companies) do or may in the future do business. Continued strain on the banking system may adversely impact our business, financial condition and results of operations.

Covenant-lite loans may offer us fewer protections than traditional investments.

Some of our debt investments may have less restrictive covenant terms that provide us with fewer protections, called "covenant-lite" loans, that generally provide for fewer financial covenants on the borrower. In particular, borrowers under such covenant-lite loans may have greater flexibility in how they manage their financial condition. As a result, we may face challenges in recovering on such covenant-lite loans, to the extent they go into distress, and may lack options that would normally be available to us as a lender under more traditional debt structures.

The alternative reference rates that have replaced LIBOR in our credit arrangements and other financial instruments may not yield the same or similar economic results as LIBOR over the life of such transactions.

LIBOR, the London Interbank Offered Rate, is an index rate that historically was widely used in lending transactions and was a common reference rate for setting the floating interest rate on private loans. LIBOR was typically the reference rate used in floating-rate loans extended to our portfolio companies.

The ICE Benchmark Administration (“IBA”) (the entity that is responsible for calculating LIBOR) ceased providing overnight, one, three, six and twelve months USD LIBOR tenors on June 30, 2023. In addition, the United Kingdom’s Financial Conduct Authority (“FCA”), which oversees the IBA, now prohibits entities supervised by the FCA from using LIBORs, including USD LIBOR, except in very limited circumstances.

In the United States, the Secured Overnight Financing Rate (“SOFR”) is the preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. SOFR is published by the Federal Reserve Bank of New York each U.S. Government Securities Business Day, for transactions made on the immediately preceding US. Government Securities Business Day. Alternative reference rates that may replace LIBOR, including SOFR for USD transactions, may not yield the same or similar economic results as LIBOR over the lives of such transactions.

Substantially all of our loans that referenced LIBOR have been amended to reference the forward-looking term rate published by CME Group Benchmark Administration Limited based on the secured overnight financing rate (“CME Term SOFR”). CME Term SOFR rates are forward-looking rates that are derived by compounding projected overnight SOFR rates over one, three, and six months taking into account the values of multiple consecutive, executed, one-month and three-month

Table of Contents

CME Group traded SOFR futures contracts and, in some cases, over-the-counter SOFR Overnight Indexed Swaps as an indicator of CME Term SOFR reference rate values. CME Term SOFR and the inputs on which it is based are derived from SOFR. Since CME Term SOFR is a relatively new market rate, there will likely be no established trading market for credit agreements or other financial instruments when they are issued, and an established market may never develop or may not be liquid. Market terms for instruments referencing CME Term SOFR rates may be lower than those of later-issued CME Term SOFR indexed instruments. Similarly, if CME Term SOFR does not prove to be widely used, the trading price of instruments referencing CME Term SOFR may be lower than those of instruments indexed to indices that are more widely used.

Table of Contents

Item 2.    Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

We did not engage in unregistered sales of equity securities during the three months ended September 30, 2023.

Issuer Purchases of Equity Securities

Dividend Reinvestment Plan

During the nine months ended September 30, 2023, as part of our dividend reinvestment plan for our common stockholders, our dividend reinvestment plan administrator purchased 292,742 shares of our common stock for approximately $3.6 million in the open market in order to satisfy the reinvestment portion of our distribution. The following table outlines purchases by our dividend reinvestment plan administrator of our common stock for this purpose during the nine months ended September 30, 2023.

(in thousands, except shares and per share data)	Total Number of	Weighted Average Price		Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the
Period	Shares Purchased	Paid Per Share		or Programs	Plans or Programs
January 2023	101,878	$	12.46	—	$	—
February 2023	—	—		—	—
March 2023	—	—		—	—
April 2023	93,064	12.30		—	—
May 2023	—	—		—	—
June 2023	—	—		—	—
July 2023	97,800	12.64		—	—
August 2023	—	—		—	—
September 2023	—	—		—	—
Total	292,742	$	12.47	—	$	—

Stock Repurchase Program

On February 4, 2016, our board of directors authorized a program for the purpose of repurchasing up to $50.0 million worth of our common stock (the "Repurchase Program"). Under the Repurchase Program, we were permitted, but were not obligated to, repurchase our outstanding common stock in the open market from time to time, provided that we complied with our code of ethics and the guidelines specified in Rule 10b-18 of the Exchange Act, including certain price, market volume and timing constraints. In addition, any repurchases were conducted in accordance with the 1940 Act. On December 22, 2022, our board of directors extended our Repurchase Program and we expect the Repurchase Program to be in place until the earlier of December 31, 2023 or until $50.0 million of outstanding shares of common stock have been repurchased. To date, approximately $2.9 million of common stock has been repurchased by us under the Repurchase Program. We did not repurchase any shares of our common stock under the Repurchase Program during the nine months ended September 30, 2023.

Item 3.     Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

(a)On October 31, 2023, the Company entered into Amendment No. 8 to the Loan Financing and Servicing Agreement, which amended the DB Credit Facility to, among other things, extend the Maturity Date, as defined in the LFSA, from March 25, 2026 to March 25, 2027 and reduce the applicable interest rate.

On October 31, 2023, the Company entered into the Second Amended and Restated Uncommitted Revolving Loan Agreement, which amended the Unsecured Management Company Revolver to, among other things, extend the Maturity Date, as defined in the Agreement, from December 31, 2024 to December 31, 2027 and increase the maximum amount available from $50.0 million to $100.0 million.

Going forward, Robert A. Hamwee remains as one of NMFC's portfolio managers but will transition from a New Mountain Managing Director to a Senior Advisor with the freedom to allocate his time to activities outside of credit

Table of Contents

and NMFC. As part of his responsibilities, Mr. Hamwee will continue to: (i) serve as a senior member of the Investment Committee of the Company’s investment adviser, (ii) serve as Vice Chairman of the board of directors of the Company, and (iii) be involved in other parts of leadership that the Company’s board of directors considers core to the Company’s performance. The Company’s investment adviser believes that its management team, with the overall support of New Mountain Capital’s team of approximately 250 employees and senior advisors, is adequately staffed to support the Company.

(b)None.

(c)For the period covered by this Quarterly Report on Form 10-Q, no director or officer has entered into or terminated any (i) contract, instruction or written plan for the purchase or sale of securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.

We have adopted insider trading policies and procedures governing the purchase, sale, and disposition of the our securities by our officers and directors that are reasonably designed to promote compliance with insider trading laws, rules and regulations.

Table of Contents

Item 6.     Exhibits

(a)Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the U.S. Securities and Exchange Commission:

Exhibit<br>Number	Description
3.1(a)	Amended and Restated Certificate of Incorporation of New Mountain Finance Corporation(2)
3.1(b)	Certificate of Change of Registered Agent and/or Registered Office of New Mountain Finance Corporation(3)
3.2	Amended and Restated Bylaws of New Mountain Finance Corporation(2)
3.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation New Mountain Finance Corporation(4)
4.1	Form of Stock Certificate of New Mountain Finance Corporation(1)
10.1	Fee Waiver Letter Delivered to New Mountain Finance Corporation by New Mountain Finance Advisers BDC, L.L.C., dated as of August 7, 2023. (5)
10.2	Form of Eighth Amendment to Loan and Security Agreement, dated as of October 26, 2023, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, the lenders party thereto and Wells Fargo Bank, National Association, as the collateral custodian*
10.3	Amendment No. 8 to the Loan Financing and Servicing Agreement, dated as of December 14, 2018, by and among New Mountain Finance Corporation, as the equityholder, New Mountain Finance DB, L.L.C. as the borrower, Deutsche Bank AG, New York Branch as the facility agent, Lender and other agent from time to time party thereto and U.S. Bank National Association, as collateral agent and collateral custodian*
10.4	Second Amended and Restated Uncommitted Revolving Loan Agreement, by and between New Mountain Finance Corporation, as borrower, and NMF Investments III, L.L.C.. as Lender *
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
32.1	Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
32.2	Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1)Previously filed in connection with New Mountain Finance Holdings, L.L.C.’s registration statement on Form N-2 Pre-Effective Amendment No. 3 (File Nos. 333-168280 and 333-172503) filed on May 9, 2011.

Table of Contents

(2)Previously filed in connection with New Mountain Finance Corporation’s Quarterly Report on Form 10-Q filed on August 11, 2011.

(3)Previously filed in connection with New Mountain Finance Corporation's and New Mountain Finance AIV Holdings Corporation's Current Report on Form 8-K filed on August 25, 2011.

(4)Previously filed in connection with New Mountain Finance Corporation's Current Report on Form 8-K filed on April 3, 2019.

(5)Previously filed in connection with New Mountain Finance Corporation's Current Report on Form 8-K filed on August 9, 2023.

*Filed herewith.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 2, 2023.

NEW MOUNTAIN FINANCE CORPORATION
By:	/s/ JOHN R. KLINE
	John R. Kline
	President and Chief Executive Officer
	(Principal Executive Officer), and Director
By:	/s/ LAURA C. HOLSON
	Laura C. Holson
	Chief Financial Officer (Principal Financial and
	Accounting Officer), Chief Operating Officer and
	Treasurer

142

wells-newmountainnmfcxei

EXECUTION VERSION USActive 59965948.5 EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of October 26, 2023 (the “Amendment Date”), among NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., a Delaware limited liability company (the “Borrower”), NEW MOUNTAIN FINANCE CORPORATION, a Delaware corporation (the “Collateral Manager”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as the administrative agent (“Administrative Agent”), as swingline lender and as a lender, the lenders signatory hereto (each a “Lender” and, collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral custodian (the “Collateral Custodian”). WHEREAS, the Borrower, the Collateral Manager, the Administrative Agent, the other Lenders party from time to time thereto and the Collateral Custodian are parties to the Third Amended and Restated Loan and Security Agreement, dated as of October 24, 2017 (as amended from time to time prior to the date hereof, the “Loan and Security Agreement”), providing, among other things, for the making and the administration of the Advances by the Lenders to the Borrower; and WHEREAS, the Borrower, the Collateral Manager, the Administrative Agent and the Lenders desire to amend the Loan and Security Agreement in accordance with Section 12.1 thereof and subject to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I Definitions SECTION 1.1. Defined Terms. Terms used but not defined herein have the respective meanings given to such terms in the Loan and Security Agreement. ARTICLE II Amendment SECTION 2.1. As of the Amendment Date, the Loan and Security Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double- underlined text) as set forth on the pages attached as Appendix A hereto. USActive 59965948.5 2 ARTICLE III Representations and Warranties SECTION 3.1. The Borrower and the Collateral Manager hereby represent and warrant to the Administrative Agent and the Lenders that, as of the date first written above and after giving effect to this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower and the Collateral Manager contained in the Loan and Security Agreement are true and correct in all material respects on and as of such day (other than any representation and warranty that is made as of a specific date). ARTICLE IV Conditions Precedent SECTION 4.1. This Amendment shall become effective as of the date hereof upon the satisfaction of the following conditions: (a) this Amendment shall have been duly executed by, and delivered to, the parties hereto in accordance with Section 12.1 of the Loan and Security Agreement; (b) the Administrative Agent shall have received a legal opinion of Dechert LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received a good standing certificate for the Borrower by the applicable office body of its jurisdiction of organization and a certified copy of the resolutions of the board of managers of the Borrower approving this Amendment and the transactions contemplated hereby, certified by its secretary or assistant secretary or other authorized officer; (d) with respect to the Lenders terminating their respective Commitments in full in connection with this Amendment, a termination letter shall have been duly executed by, and delivered to, each party thereto (including the applicable terminating Lender); and (e) all reasonable and documented out-of-pocket fees shall have paid to the Administrative Agent, in immediately available funds for its own account, any fees (including reasonable and documented fees, disbursements and other charges of counsel to the Administrative Agent) to be received on the date hereof. ARTICLE V Miscellaneous SECTION 5.1. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE USActive 59965948.5 3 GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 5.2. Severability Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 5.3. Ratification. Except as expressly amended hereby, the Loan and Security Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall form a part of the Loan and Security Agreement for all purposes. SECTION 5.4. Headings. The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. SECTION 5.5. Counterparts. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof. This Amendment shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. SECTION 5.6. Collateral Custodian Direction. By its execution hereof the Administrative Agent hereby authorizes and directs the Collateral Custodian to execute and deliver this Amendment on the date hereof, acknowledges and agrees that the Collateral Custodian shall be fully protected in relying upon the foregoing consent and direction and hereby releases the Collateral Custodian from any liability in complying with such direction. In executing and delivering this Amendment, the Collateral Custodian shall be afforded all of the rights, privileges, immunities and indemnities afforded to it under the Loan and Security Agreement as if such rights, privileges, immunities and indemnities were set forth herein; provided that such rights, privileges, immunities and indemnities shall be in addition to, and not in limitation of, any such rights, privileges, immunities and indemnities set forth in this Amendment. [Signature Page to Eighth Amendment to Third A&R Loan and Security Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above. NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., as the Borrower By: New Mountain Finance Corporation, its managing member By:____________________________________ Name: Title: DocuSign Envelope ID: CC1272A0-9308-48A3-AADF-BB0903138868 Authorized Signatory Laura Holson

---

[Signature Page to Eighth Amendment to Third A&R Loan and Security Agreement] NEW MOUNTAIN FINANCE CORPORATION, as the Collateral Manager By:____________________________________ Name: Title: DocuSign Envelope ID: CC1272A0-9308-48A3-AADF-BB0903138868 Authorized Signatory Laura Holson [Signature Page to Eighth Amendment to Third A&R Loan and Security Agreement] WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent By: __________________________________ Name: Title: R. Beale Pope Managing Director [Signature Page to Eighth Amendment to Third A&R Loan and Security Agreement] WELLS FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and as a Lender By: __________________________________ Name: Title: R. Beale Pope Managing Director [Signature Page to Eighth Amendment to Third A&R Loan and Security Agreement] STATE STREET BANK AND TRUST COMPANY, as a Lender By: __________________________________ Name: Title: John Doherty Vice President

---

[Signature Page to Eighth Amendment to Third A&R Loan and Security Agreement] WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Collateral Custodian By: Computershare Trust Company, N.A., as its attorney-in-fact By: __________________________________ Name: Title: APPENDIX A EXECUTION VERSION Conformed through Amendment No. 78 dated April 28October 26, 2023 Borrower CUSIP: 64755CAA4 Borrower ISIN: US64755CAA45 Facility CUSIP: 64755CAB2 Facility ISIN: US64755CAB28 U.S. $800,000,000 THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among NEW MOUNTAIN FINANCE CORPORATION, as the Collateral Manager NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., as the Borrower EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as the Lenders WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Swingline Lender WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Custodian Dated as of October 24, 2017 USActive 37382726.2937382726.32

---

TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 2 Section 1.1. Certain Defined Terms. 2 Section 1.2. Other Terms. 4645 Section 1.3. Computation of Time Periods. 46 Section 1.4. Interpretation. 46 ARTICLE II. THE ADVANCES 48 Section 2.1. The Advances. 48 Section 2.2. Procedures for Advances by the Lenders. 49 Section 2.3. Reduction of the Facility Amount; Optional Repayments. 5150 Section 2.4. Determination of Interest and Non-Usage Fee. 52 Section 2.5. Promissory Notes. 52 Section 2.6. Principal Repayments. 5352 Section 2.7. Settlement Procedures. 53 Section 2.8. Alternate Settlement Procedures. 5655 Section 2.9. Collections and Allocations. 56 Section 2.10. Payments, Computations, Etc. 5857 Section 2.11. Fees. 58 Section 2.12. Increased Costs; Capital Adequacy; Illegality. 5958 Section 2.13. Taxes. 6160 Section 2.14. Discretionary Sales. 6564 Section 2.15. Refunding of Swingline Advances. 6665 Section 2.16. Defaulting Lenders. 6766 ARTICLE III. CONDITIONS TO CLOSING AND ADVANCES 6968 Section 3.1. Conditions to Amendment and Restatement. 6968 Section 3.2. Conditions Precedent to All Advances. 70 Section 3.3. Custodianship; Transfer of Loans and Permitted Investments. 7271 ARTICLE IV. REPRESENTATIONS AND WARRANTIES 73 Section 4.1. Representations and Warranties of the Borrower. 73 i USActive 37382726.2937382726.32 TABLE OF CONTENTS (continued) Page Section 4.2. Representations and Warranties of the Borrower Relating to the Agreement and the Collateral. 8281 Section 4.3. Representations and Warranties of the Collateral Manager. 8382 Section 4.4. Representations and Warranties of the Collateral Custodian. 85 ARTICLE V. GENERAL COVENANTS 86 Section 5.1. Affirmative Covenants of the Borrower. 86 Section 5.2. Negative Covenants of the Borrower. 9392 Section 5.3. Affirmative Covenants of the Collateral Manager. 9594 Section 5.4. Negative Covenants of the Collateral Manager. 98 Section 5.5. Affirmative Covenants of the Collateral Custodian. 99 Section 5.6. Negative Covenants of the Collateral Custodian. 10099 ARTICLE VI. COLLATERAL MANAGEMENT 100 Section 6.1. Designation of the Collateral Manager. 100 Section 6.2. Duties of the Collateral Manager. 100 Section 6.3. Authorization of the Collateral Manager. 102 Section 6.4. Collection of Payments; Accounts. 102 Section 6.5. Realization Upon Defaulted or Delinquent Loans. 104103 Section 6.6. [Intentionally Omitted.] 104 Section 6.7. Payment of Certain Expenses by Collateral Manager. 104 Section 6.8. Reports. 104 Section 6.9. Annual Statement as to Compliance. 105 Section 6.10. The Collateral Manager Not to Resign. 105 Section 6.11. Collateral Manager Defaults. 105 ARTICLE VII. THE COLLATERAL CUSTODIAN 106 Section 7.1. Designation of Collateral Custodian. 106 Section 7.2. Duties of Collateral Custodian. 106 Section 7.3. Merger or Consolidation. 109 Section 7.4. Collateral Custodian Compensation. 109 Section 7.5. Collateral Custodian Removal. 110109 Section 7.6. Limitation on Liability. 110 ii USActive 37382726.2937382726.32 TABLE OF CONTENTS (continued) Page Section 7.7. Resignation of the Collateral Custodian. 111 Section 7.8. Release of Documents. 112111 Section 7.9. Return of Underlying Instruments. 112 Section 7.10. Access to Certain Documentation and Information Regarding the Collateral; Audits. 113112 ARTICLE VIII. SECURITY INTEREST 113 Section 8.1. Grant of Security Interest. 113 Section 8.2. Release of Lien on Collateral. 114 Section 8.3. Further Assurances. 115 Section 8.4. Remedies. 115 Section 8.5. Waiver of Certain Laws. 116 Section 8.6. Power of Attorney. 116 ARTICLE IX. EVENTS OF DEFAULT 117 Section 9.1. Events of Default. 117 Section 9.2. Remedies. 119 ARTICLE X. INDEMNIFICATION 120 Section 10.1. Indemnities by the Borrower. 120 Section 10.2. Indemnities by the Collateral Manager. 123 Section 10.3. Taxes. 124 ARTICLE XI. THE ADMINISTRATIVE AGENT 124 Section 11.1. Appointment. 124 Section 11.2. Standard of Care; Exculpatory Provisions. 125 Section 11.3. Administrative Agent’s Reliance, Etc. 126 Section 11.4. Credit Decision with Respect to the Administrative Agent. 126 Section 11.5. Indemnification of the Administrative Agent. 127126 Section 11.6. Successor Administrative Agent. 127 Section 11.7. Delegation of Duties 128127 Section 11.8. Payments by the Administrative Agent. 128 Section 11.9. Collateral Matters 128 Section 11.10. Notices 129128 iii USActive 37382726.2937382726.32 TABLE OF CONTENTS (continued) Page ARTICLE XII. MISCELLANEOUS 130129 Section 12.1. Amendments and Waivers. 130129 Section 12.2. Notices, Etc. 132131 Section 12.3. Ratable Payments. 132131 Section 12.4. No Waiver; Remedies. 132131 Section 12.5. Binding Effect; Benefit of Agreement. 133132 Section 12.6. Term of this Agreement. 133132 Section 12.7. Governing Law; Consent to Jurisdiction; Waiver of Objection to Venue; Waiver of Jury Trial. 133132 Section 12.8. Waivers. 133132 Section 12.9. Costs and Expenses. 134133 Section 12.10. No Proceedings. 134133 Section 12.11. Recourse Against Certain Parties. 134133 Section 12.12. Protection of Right, Title and Interest in the Collateral; Further Action Evidencing Advances. 136135 Section 12.13. Confidentiality. 137136 Section 12.14. Execution in Counterparts; Severability; Integration. 138137 Section 12.15. Waiver of Setoff. 138137 Section 12.16. Status of Lenders; Assignments by the Lenders. 139138 Section 12.17. Heading and Exhibits. 141140 Section 12.18. Intent of the Parties. 141140 Section 12.19. Termination of the Safekeeping Agreement. 141140 Section 12.20. Effect of Amendment and Restatement. 141140 Section 12.21. Acknowledgement and Consent to Bail-In of EEA Financial Institutions 141140 Section 12.22. Recognition of the U.S. Special Resolution Regimes: 142141 iv USActive 37382726.2937382726.32

---

v USActive 37382726.2937382726.32 EXHIBIT L-1 EXHIBIT L-2 EXHIBIT L-3 EXHIBIT L-4 Form of Tax Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Form of Tax Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Form of Tax Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Form of Tax Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBITS EXHIBIT A-1 Form of Funding Notice EXHIBIT A-2 Form of Repayment Notice EXHIBIT A-3 Form of Reinvestment Notice EXHIBIT A-4 Form of Borrowing Base Certificate EXHIBIT A-5 Form of Approval Notice EXHIBIT B Reserved EXHIBIT C Form of Officer’s Certificate as to Solvency EXHIBIT D Form of Officer’s Closing Certificate EXHIBIT E Form of Release of Underlying Instruments EXHIBIT F Form of Certificate of Assignment EXHIBIT G Reserved EXHIBIT H Reserved EXHIBIT I Form of Joinder Supplement EXHIBIT J Form of Certificate of Required Loan Documents EXHIBIT K Form of Loan Checklist SCHEDULES SCHEDULE I Legal Names SCHEDULE II Approved Broker Dealers and Approved Valuation Firms SCHEDULE III Loan Schedule SCHEDULE IV Credit and Collection Policy ANNEXES ANNEX A Addresses for Notices ANNEX B Commitments ANNEX C Variable Defined Terms vi USActive 37382726.2937382726.32 THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of October 24, 2017, by and among: NEW MOUNTAIN FINANCE CORPORATION, a Delaware corporation, as the collateral manager (together with its successors and assigns in such capacity, the “Collateral Manager”); NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., a Delaware limited liability company, as the borrower (the “Borrower”); EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO (together with its respective successors and assigns in such capacity, each a “Lender”, collectively, the “Lenders”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as the swingline lender (together with its successors and assigns in such capacity, the “Swingline Lender”); WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the administrative agent hereunder (together with its successors and assigns in such capacity, the “Administrative Agent”); and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”). R E C I T A L S WHEREAS, the Borrower is party to that certain Second Amended and Restated Loan and Security Agreement, dated as of December 18, 2014 (as amended prior to the date hereof, the “Existing A&R Loan and Security Agreement”) with the Lenders, the Administrative Agent, the Collateral Manager and the Collateral Custodian; WHEREAS, the Borrower has requested that the Lenders amend and restate the Existing A&R Loan and Security Agreement and continue to extend credit thereunder by making Advances (as defined below) from time to time prior to the Revolving Period End Date (as defined below) for the general business purposes of the Borrower; and WHEREAS, the Lenders are willing to continue extending such credit to the Borrower on the terms and subject to the conditions set forth herein. NOW, THEREFORE, based upon the foregoing Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, USActive 37382726.2937382726.32 hereby agree to amend and restate the Existing A&R Loan and Security Agreement in its entirety as follows: ARTICLE I. DEFINITIONS Section 1.1. Certain Defined Terms. Certain capitalized terms used throughout this Agreement are defined in this Section 1.1. As used in this Agreement and its schedules, exhibits and other attachments, unless the context requires a different meaning, the following terms shall have the following meanings: “1940 Act”: The Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder. “A&R Effective Date”: October 24, 2017. “Account”: Any of the Collateral Account, the Principal Collection Account, the Interest Collection Account, the Unfunded Exposure Account and any sub-accounts thereof reasonably deemed appropriate or necessary by the Securities Intermediary or the Administrative Agent for convenience in administering such accounts. “Accreted Interest”: Interest accrued on a Loan that is added to the principal amount of such Loan instead of being paid as it accrues. “Accrual Period”: With respect to each Payment Date, the period from and including the day after the Determination Date immediately preceding the previous Payment Date to and including the Determination Date immediately preceding the current Payment Date (or, in the case of the final Payment Date, to and including such Payment Date). “Adjusted Balance”: For any Loan as of any date of determination, an amount equal to the product of (a) the OLB of such Loan as of such date of determination and (b) the Advance Rate for such Loan as of such date of determination; provided that, the “Adjusted Balance” of any Loan that is not an Eligible Loan shall be zero. “Administrative Agent”: Wells Fargo, as successor by assignment to Wells Fargo Securities, LLC, in its capacity as administrative agent, together with its successors and assigns, including any successor appointed pursuant to Section 11.6. “Administrative Expenses”: All amounts (including indemnification payments) due or accrued and payable by the Borrower to any Person pursuant to any Transaction Document, including, but not limited to, any third party service provider to the Borrower, any Lender or the Collateral Custodian, any Approved Broker Dealer or Approved Valuation Firm, accountants, agents and counsel of any of the foregoing for reasonable fees and expenses or any other Person in respect of any other reasonable fees, expenses, or other payments (including indemnification payments). USActive 37382726.2937382726.32 2

---

“Advance”: Each funding by the Lenders (including the Swingline Lender) hereunder (including each Loan Advance, Swingline Advance and each advance made for the purpose of refunding the Swingline Lender for any Swingline Advance pursuant to Section 2.15). “Advance Date”: With respect to any Advance, the date on which such Advance is made. “Advance Rate”: With respect to (a) any Broadly Syndicated Loan, 70%, (b) any First Lien Loan (that is not a Broadly Syndicated Loan), 67.5%, (c) any Recurring Revenue Loan, 55%, (d) any First Lien Last Out Loan, 45% and (e) any Second Lien Loan, 35%. “Advances Outstanding”: On any day, the aggregate principal amount of all Advances outstanding on such day, after giving effect to all repayments of Advances and the making of new Advances on such day. “Affected Party”: The Administrative Agent, each Lender, all assignees and participants of each Lender and any sub-agent of the Administrative Agent. “Affiliate”: With respect to a Person, means any other Person that, at any time, directly or indirectly, controls or is controlled by, or is under common control with, such Person; provided that, for purposes of determining whether any Loan is an Eligible Loan or any Obligor is an Eligible Obligor, the term Affiliate shall not include any Affiliate relationship which may exist solely as a result of direct or indirect ownership of, or control by, a common Financial Sponsor or a wholly-owned subsidiary of a Financial Sponsor. For purposes of this definition, “control,” and the correlative meanings of the terms “controlled by” and “under common control with” when used with respect to any specified Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting shares, partnership interests, shareholder interests, membership interests or by contract or otherwise. “Aggregate Adjusted Balance”: On any date of determination, the sum of the Adjusted Balances of all Eligible Loans on such date. “Aggregate OLB”: On any date of determination, the sum of the OLBs of all Eligible Loans on such date. “Aggregate Unfunded Exposure Amount”: On any date of determination, the sum of the Unfunded Exposure Amounts of all Loans included in the Collateral. “Agreement”: The meaning specified in the Preamble. “Agreement Party”: Each of the Borrower and the Collateral Manager. “Anti-Corruption Laws”: (a) The U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which any Agreement Party or other Sanctions Party is located or doing business. USActive 37382726.2937382726.32 3 “Anti-Money Laundering Laws”: Applicable laws or regulations in any jurisdiction in which any Agreement Party or other Sanctions Party are located or doing business that relates to money laundering or terrorism financing, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto. “Applicable Amendment”: Any amendment, waiver or consent under this Agreement which, pursuant to Section 12.1, requires the approval of each Lender or each affected Lender, and which has been approved by the Required Lenders. “Applicable Law”: For any Person or property of such Person, all existing and future laws, rules, regulations (including proposed, temporary and final tax regulations), statutes, treaties, codes, ordinances, permits, certificates, licenses and orders of, and interpretations by, any Governmental Authority which are applicable to such Person or property (including, without limitation, predatory lending laws, usury laws, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Federal Truth in Lending Act, and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System), and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction. “Applicable Spread”: A rate per annum equal to the higher of (x) 1.95% and (y) the percentage determined in accordance with the following formula, rounded to four decimal places: Applicable Spread = (ASF x PercentageF) + (ASO x PercentageO) where: ASF = 1.70%; ASO = 2.20%; PercentageF = Average Adjusted BalanceF / Average Adjusted BalanceAgg; PercentageO = 100% - PercentageF; Average Adjusted BalanceF = (Beginning Adjusted BalanceF + Ending Adjusted BalanceF)/2 Beginning Adjusted BalanceF = Adjusted Balance related to First Lien Loans that are also Broadly Syndicated Loans on the first day of the Accrual Period during which such day occurs; Ending Adjusted BalanceF = Adjusted Balance related to First Lien Loans that are also Broadly Syndicated Loans on the last day of the Accrual Period during which such day occurs; Average Adjusted BalanceAgg = (Beginning Adjusted BalanceAgg + Ending Adjusted BalanceAgg)/2 USActive 37382726.2937382726.32 4 Beginning Adjusted BalanceAgg = Aggregate Adjusted Balance on the first day of the Accrual Period during which such day occurs; and Ending Adjusted BalanceAgg = Aggregate Adjusted Balance on the last day of the Accrual Period during which such day occurs.2.50%; provided that the “Applicable Spread” shall be 3.35% after the occurrence and during the continuance of a Curable BDC Asset Coverage Event or an Event of Default. “Approval Notice”: a notice substantially in the form of Exhibit A-5 attached hereto, executed by the Administrative Agent, evidencing the approval of the Administrative Agent, in its sole discretion in accordance with clause (B) of the definition of “Eligible Loan”, of the Loans to be added to the Collateral. “Approved Broker Dealer”: Each broker dealer listed on part I of Schedule II hereto. “Approved Valuation Firm”: Each valuation firm listed on part II of Schedule II hereto. “Asset Coverage Ratio”: The ratio, determined on a consolidated basis, without duplication and in accordance with GAAP of (a) the fair market value of the total assets of the BDC and its consolidated Subsidiaries as required by, and in accordance with, GAAP and Applicable Law and any orders of the Securities and Exchange Commission issued to the BDC, to be determined by the Board of Directors of the BDC and reviewed by its auditors, less all liabilities (other than Indebtedness, including Indebtedness hereunder) of the BDC and its consolidated Subsidiaries, to (b) the aggregate amount of Indebtedness of the BDC and its consolidated Subsidiaries, in each case determined pursuant to Section 18 under the 1940 Act, as modified by Section 61 thereunder, and any orders of the Securities and Exchange Commission issued thereunder, including any exemptive relief granted by the Securities and Exchange Commission with respect to the Indebtedness of any Person. “Assigned Value”: (a) With respect to any Loan as of any date of determination and subject to the following clauses (b) through (f) and the last paragraph of this definition of “Assigned Value,” the lowest of (i) 100%, (ii) the Purchase Price with respect to such Loan and (iii) the value (expressed as a percentage of par) of such Loan as determined by the Administrative Agent in its sole discretion and set forth in the Approval Notice. For the avoidance of doubt, the “Assigned Value” of any Loan may not subsequently be adjusted absent a Value Adjustment Event with respect to such Loan or pursuant to the last paragraph of this definition of “Assigned Value”. (b) [reserved]. (c) If a Value Adjustment Event with respect to any Loan occurs, the “Assigned Value” of such Loan may be amended by the Administrative Agent in its sole USActive 37382726.2937382726.32 5 USActive 37382726.2937382726.32 6 Total Leverage Ratio Minimum Facility Attachment Ratio Minimum Facility Attachment Ratio Greater than or equal to 5.00 and less than 6.00x Less than 5.00x 2.70x Facility Attachment Ratio as of the date of acquisition of such Loan Greater than or equal to 5.00 and less than 6.00x First Lien Loans Facility Attachment Ratio as of the date of acquisition of such Loan less 0.25x Greater than or equal to 6.00 and less than 7.00x Less than 4.25x Greater than or equal to 6.00 and less than 7.00x 2.60x Facility Attachment Ratio as of the date of acquisition of such Loan less 0.50x Greater than or equal to 7.00x 2.90x 0.00x Greater than or equal to 7.00 and less than 8.00x Designated Loans 2.40x Total Leverage Ratio Minimum Facility Attachment Ratio discretion; provided that, subject to the last paragraph of this definition of “Assigned Value,” (x) with respect to any Broadly Syndicated Loan that has both a Moody’s Rating of at least “B3” and an S&P rating of at least “B-”, the Administrative Agent shall not adjust the Assigned Value to a value lower than the lower of (A) the Market Value of such Loan on such date and (B) the Initial Assigned Value with respect to such Loan on such date and (y) with respect to any First Lien Loan that is not (I) a Recurring Revenue Loan or (II) a Broadly Syndicated Loan with both a Moody’s Rating of at least “B3” and an S&P rating of at least “B-” and solely with respect to the occurrence of a Value Adjustment Event of the type described in clause (a) of the definition thereof with respect to such Loan, immediately after giving effect to any such reevaluation, the Assigned Value shall not be lower than the lower of (1) the Initial Assigned Value of such Loan on such date and (2) such value that would result in the Facility Attachment Ratio for such Loan being equal to or lower than the “Minimum Facility Attachment Ratio” specified therefor in accordance with the grids below: Greater than or equal to 8.00x Less than 6.00x Greater than or equal to 4.25 and less than 5.00x Lesser of (x) the Facility Attachment Ratio as of the date of acquisition of such Loan and (y) 2.00x 0.00x Net Senior Leverage Ratio Greater than or equal to 6.00x 0.00x 2.80x (d) In the event that a Value Adjustment Event results in the reduction of the Assigned Value of any Eligible Loan and, subsequent to such reduction, either (i) the Net Second Lien Loans and First Lien Last Out Loans

---

Senior Leverage Ratio (in the case of any Value Adjustment Event pursuant to clause (a)(i) of such definition), (ii) the Cash Interest Coverage Ratio (in connection with any Value Adjustment Event pursuant to clause (b) of such definition), (iii) the Total Leverage Ratio (in the case of any Value Adjustment Event pursuant to clause (a)(ii) of such definition) or (iii) all of the Net Senior Leverage Ratio, Cash Interest Coverage Ratio and Total Leverage Ratio (in the case of any Value Adjustment Event pursuant to clauses (a) and (b) of such definition) is or are increased to the applicable levels reported on the Purchase Date of such Loan, then the Borrower may, by written notice to the Administrative Agent, request that the Assigned Value of such Loan be re-determined in accordance with terms of the definition of “Assigned Value” in this Section 1.1; and (e) The Assigned Value shall be zero for any Loan that is not an Eligible Loan. On any Business day, the Borrower may request that the Administrative Agent reevaluate the Assigned Value of any Loan, which the Administrative Agent may do in its sole discretion. Any Assigned Value determined hereunder with respect to any Loan on any date after the date such Loan is transferred to the Borrower shall be communicated by the Administrative Agent to the Borrower, the Collateral Manager, the Collateral Custodian and the Lenders. “Assigned Value Notice”: A notice delivered by the Administrative Agent to the Borrower and the Collateral Custodian specifying the value of a Loan determined in accordance with terms of the definition of “Assigned Value” in this Section 1.1, which notice shall include the reasons supporting the Administrative Agent’s determination that a Value Adjustment Event has occurred. “Availability”: As of any day, an amount equal to the excess, if any, of (i) the Borrowing Base minus (ii) the Advances Outstanding on such day; provided that (A) at all times during the continuation of a Curable BDC Asset Coverage Event, the Availability shall be zero and (B) at all times on and after the earliest to occur of the Revolving Period End Date, the Revolving Period Termination Date and the Termination Date, the Availability shall be zero. “Available Funds”: With respect to any Payment Date, all amounts on deposit in the Collection Account (including, without limitation, any Collections) as of the last day of the related Collection Period. “Bail-In Action”: The exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. “Bail-In Legislation”: With respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. “Bankruptcy Code”: The United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended from time to time. USActive 37382726.2937382726.32 7 “Base Rate”: For any day, the rate per annum (rounded upward, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Federal Funds Rate in effect on such day plus ½ of 1% and (b) the Prime Rate in effect on such day. “BDC”: New Mountain Finance Corporation, a Delaware corporation that has elected to be regulated as a business development company under the 1940 Act. “BDC Reporting Date”: Any date on which the BDC publically files its financial statements. “Benchmark”: Initially, Daily Simple SOFR; provided that if a Benchmark Transition Event with respect to Daily Simple SOFR has occurred, then “Benchmark” means, with respect to the Obligations, interest, fees, commissions or other amounts payable, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to such Section 12.1. “Benchmark Replacement”: With respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the Benchmark, giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to such Benchmark for syndicated credit facilities and (b) the related Benchmark Replacement Adjustment, if any; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for purposes of this Agreement and the other Transaction Documents. “Benchmark Replacement Adjustment”: With respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time. “Benchmark Replacement Date”: The earlier to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark; or USActive 37382726.2937382726.32 8 (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any other tenor of such Benchmark (or such component thereof) continues to be provided on such date. “Benchmark Transition Event”: With respect to the then-current Benchmark, the occurrence of one or more of the following events with respect to the Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any such Benchmark (or such component); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); or (c) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that such Benchmark (or such component thereof) is not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks. “Benchmark Transition Start Date”: Following the occurrence of a Benchmark Transition Event with respect to a then-current Benchmark, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication). USActive 37382726.2937382726.32 9 “Benchmark Unavailability Period”: With respect to any then-current Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark pursuant to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 12.1 and (y) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 12.1. “Beneficial Ownership Certification”: A certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association. “Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230. “BHC Act Affiliate”: The meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Borrower”: The meaning specified in the Preamble. “Borrower LLC Agreement”: The Third Amended and Restated Limited Liability Company Agreement of the Borrower, dated as of December 18, 2014, as the same may be amended, restated, modified or supplemented from time to time. “Borrower’s Notice”: Any (a) Funding Notice or (b) Reinvestment Notice. “Borrowing Base”: As of any Measurement Date, an amount equal to the greater of (A) zero and (B) the least of: (a) an amount equal to (i) the product of (x) the Aggregate OLB on such date minus the Excess Concentration Amount on such date and (y) the Weighted Average Advance Rate on such date, plus (ii) the amount on deposit in the Principal Collection Account on such date minus (iii) the Unfunded Exposure Equity Amount on such date plus (iv) the amount on deposit in the Unfunded Exposure Account on such date; (b) an amount equal to (i) the Aggregate OLB on such date, minus (ii) the Required Minimum Equity Amount on such date, plus (iii) the amount on deposit in the Principal Collection Account on such date, minus (iv) the Unfunded Exposure Equity Amount on such date plus (v) the amount on deposit in the Unfunded Exposure Account on such date minus (vi) the Excess Concentration Amount; and (c) an amount equal to (i) the Facility Amount as of such date, minus (ii) the Aggregate Unfunded Exposure Amount on such date, plus (iii) the amount on deposit in the Unfunded Exposure Account on such date. USActive 37382726.2937382726.32 10

---

“Borrowing Base Certificate”: A certificate, in the form of Exhibit A-4, setting forth, among other things, the calculation of the Borrowing Base as of each Measurement Date. “Breakage Costs”: With respect to any Lender, any amount or amounts as shall compensate such Lender for any loss, cost or expense incurred by such Lender (as determined by the applicable Lender in such Lender’s reasonable discretion, but excluding the Applicable Spread) as a result of a payment by the Borrower of Advances Outstanding or Interest other than on a Payment Date. All Breakage Costs shall be due and payable hereunder on each Payment Date in accordance with Section 2.7 and Section 2.8. The determination by the applicable Lender of the amount of any such loss, cost or expense shall be conclusive absent manifest error. “Broadly Syndicated Loan”: Any First Lien Loan that (i) is issued pursuant to an Underlying Instrument governing the issuance of Indebtedness of the related Obligor having an aggregate principal amount (whether drawn or undrawn) of, as of the later to occur of the Fourth Amendment Closing Date and the date of acquisition of such First Lien Loan by the Borrower, $350,000,000 or greater and (ii) has a related Obligor with EBITDA of, as of the later to occur of the Fourth Amendment Closing Date and the date of acquisition of such First Lien Loan by the Borrower, at least $75,000,000 for the twelve months immediately prior (which may be determined on an annualized basis if the Obligor has been in operation for less than twelve months as of the later to occur of the Fourth Amendment Closing Date and the date of acquisition of such First Lien Loan by the Borrower); provided that, with respect to any Broadly Syndicated Loan acquired by the Borrower on and after the Eighth Amendment Closing Date, such Broadly Syndicated Loan shall have both a Moody’s Rating of at least “B3” and an S&P rating of at least “B-” as of the related Cut-Off Loan Date. “Business Day”: Any day (other than a Saturday or a Sunday) on which banks are not required or authorized to be closed in New York, New York or the location of the Collateral Custodian’s Corporate Trust Office. “Cash”: Cash or legal currency of the United States of America as at the time shall be legal tender for payment of all public and private debts. “Cash Interest Coverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Cash Interest Coverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in the case of any Loan with respect to which the related Underlying Instruments do not include a definition of “Cash Interest Coverage Ratio” or comparable definition, the ratio of (i) EBITDA to (ii) Cash Interest Expense of such Obligor with respect to the applicable Relevant Test Period, as calculated by the Borrower and Collateral Manager in good faith. “Cash Interest Expense”: With respect to any Obligor for any period, the amount which, in conformity with GAAP, would be set forth opposite the caption “interest expense” or any like caption reflected on the most recent financial statements delivered by such Obligor to the Borrower for such period. “Certificated Security”: The meaning specified in Section 8-102(a)(4) of the UCC. USActive 37382726.2937382726.32 11 “Change of Control”: Any of the following: (a) the creation, imposition or, to the knowledge of the Borrower or the Collateral Manager, threatened imposition of any Lien on any limited liability company membership interest in the Borrower; (b) the Borrower LLC Agreement shall fail to be in full force and effect; (c) the failure of the Collateral Manager to directly or indirectly own 100% of the limited liability company membership interests in the Borrower; (d) the dissolution, termination or liquidation in whole or in part, transfer or other disposition of all or substantially all of the assets of the Collateral Manager; or (e) any Taxable Entity Agreement shall fail to be in full force and effect. “Clearing Agency”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. “Code”: The Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated or issued thereunder. “Collateral”: All of the Borrower’s right, title and interest in, to and under (in each case, whether now owned or existing, or hereafter acquired or arising) all accounts (as defined in the UCC), General Intangibles, Instruments and Investment Property and any and all other property of any type or nature owned by it, including but not limited to: (a) all Loans, Permitted Investments and Equity Securities, all payments thereon or with respect thereto and all contracts to purchase, commitment letters, confirmations and due bills relating to any Loans, Permitted Investments or Equity Securities; (b) the Accounts and all Cash and Financial Assets credited thereto and all income from the investment of funds therein; (c) all Transaction Documents to which the Borrower is a party; (d) all funds; and (e) all accounts, accessions, profits, income benefits, proceeds, substitutions and replacements, whether voluntary or involuntary, of and to any of the property of the Borrower described in the preceding clauses. “Collateral Account”: One or more Securities Accounts created and maintained on the books and records of the Collateral Custodian entitled “Collateral Account” in the name of the Borrower and subject to the Lien of the Administrative Agent for the benefit of the Secured Parties. USActive 37382726.2937382726.32 12 “Collateral Custodian”: Wells Fargo, not in its individual capacity, but solely as Collateral Custodian, its successor in interest pursuant to Section 7.3 or such Person as shall have been appointed Collateral Custodian pursuant to Section 7.5. “Collateral Custodian Fee”: The fees, expenses and indemnities set forth as such in the Collateral Custodian Fee Letter and as provided for in this Agreement or any other Transaction Document. “Collateral Custodian Fee Letter”: The Fee Schedule, updated as of December 17, 2014, as acknowledged by the Collateral Manager. “Collateral Custodian Termination Notice”: The meaning specified in Section 7.5. “Collateral Manager”: The meaning specified in the Preamble. “Collateral Manager Default”: The occurrence of any one or more of the following: (a) the Collateral Manager fails to observe or perform in any material respect any covenant or agreement applicable to it in any Transaction Document (it being understood and agreed that the Collateral Manager shall have no responsibility for the creditworthiness or continuing eligibility of any Eligible Loan) and such failure continues unremedied for a period of 30 days (if such failure can be remedied) after the earlier to occur of (A) a Responsible Officer of the Collateral Manager’s actual knowledge of such failure or (B) its receipt of written notice of such failure; (b) the occurrence of an Event of Default described in any of Sections 9.1(b), (c) or (d) that results primarily from any material breach by the Collateral Manager of its duties under the Transaction Documents and which continues to be unremedied for a period of ten (10) Business Days; (c) an Insolvency Event shall occur with respect to the Collateral Manager; (d) (A) the occurrence of an act by the Collateral Manager that constitutes fraud or criminal activity in the performance of its obligations under the Transaction Documents (as determined pursuant to a final adjudication by a court of competent jurisdiction), (B) the Collateral Manager being convicted (after all appeals and the expiration of time to appeal) of a criminal offense materially related to its business of providing asset management services or (C) any responsible officer of the Collateral Manager primarily responsible for the performance by the Collateral Manager of its obligations under the Transaction Documents (in the performance of his or her investment management duties) is convicted (after all appeals and the expiration of time to appeal) of a criminal offense materially related to the business of the Collateral Manager providing asset management services and continues to have responsibility for the performance by the Collateral Manager under the Transaction Documents for a period of 30 days after the final such appeal; USActive 37382726.2937382726.32 13 (e) any failure by the Collateral Manager to make any payment, transfer or deposit into the Collection Account as required by this Agreement which continues unremedied for a period of two (2) Business Days; (f) the failure of the Collateral Manager to make any payment when due (after giving effect to any related grace period) with respect to any recourse debt or other obligations, which debt or other obligations are in excess of United States $15,000,000, individually or in the aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such recourse debt or other obligations, whether or not waived; (g) the Collateral Manager shall cease to be the sole member of the Borrower or, other than in accordance with Section 6.10 or 6.11, shall cease to act in the capacity of Collateral Manager; (h) the occurrence or existence of any change with respect to the Collateral Manager which the Administrative Agent in its sole discretion determines has a Material Adverse Effect (provided that, the withdrawal of the Collateral Manager’s election to be regulated as a business development company shall not constitute a Material Adverse Effect on the Collateral Manager); (i) any Change of Control described in clause (c), (d) or (e) of the definition thereof occurs; (j) any failure by the Collateral Manager to deliver any Required Reports hereunder on or before the date occurring two (2) Business Days after the date such report is required to be made or given, as the case may be, under the terms of this Agreement; or (k) the rendering against the Collateral Manager of one or more final judgments, decrees or orders for the payment of money in excess of United States $15,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than sixty (60) consecutive days without a stay of execution. “Collateral Manager Termination Notice”: The meaning specified in Section 6.11 “Collection Account”: Collectively, the Interest Collection Account and the Principal Collection Account. “Collection Period”: The period from but excluding the Determination Date immediately preceding the previous Payment Date to and including the Determination Date immediately preceding the current Payment Date (or, in the case of the final Payment Date, to and including such Payment Date). “Collections”: All cash collections and other cash proceeds of any Collateral, including, without limitation or duplication, any Interest Collections, Principal Collections, collections on Permitted Investments or other amounts received in respect thereof (but excluding any Excluded Amounts). USActive 37382726.2937382726.32 14

---

“Commitment”: With respect to each Lender, the commitment of such Lender to make Loan Advances in accordance herewith in an amount up to (a) prior to the earlier to occur of the applicable Revolving Period End Date or the Termination Date and unless a Curable BDC Asset Coverage Event has occurred and is continuing, the dollar amount set forth opposite such Lender’s name on Annex B hereto or the amount set forth as such Lender’s “Commitment” on Schedule I to the Joinder Supplement relating to such Lender, as such amounts may be reduced, increased or assigned from time to time pursuant to the terms of this Agreement, and (b) if a Curable BDC Asset Coverage Event has occurred and is continuing and on or after the earlier to occur of the applicable Revolving Period End Date or the Termination Date, zero. “Commitment Reduction Fee”: With respect to any reduction of the Facility Amount pursuant to Section 2.3(a), an amount equal to the product of (a) the amount of such reduction multiplied by (b) the applicable Commitment Reduction Percentage. “Commitment Reduction Percentage”: On or prior to the one-year anniversary of the FifthEighth Amendment Closing Date, a percentage equal to 1.00%. “Conforming Changes”: With respect to the use or administration of Daily Simple SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Accrual Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.12 and other technical, administrative or operational matters) that the Administrative Agent decides (in consultation with the Borrower) may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents). “Connection Income Taxes”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. “Contractual Obligation”: With respect to any Person, any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property is bound or to which either is subject. “Corporate Trust Office”: The designated corporate trust office of the Collateral Custodian specified on Annex A or such other address within the United States as the Collateral Custodian may designate from time to time by notice to the Administrative Agent. USActive 37382726.2937382726.32 15 “Covenant Compliance Period”: The period beginning on the A&R Effective Date and ending on the date on which all Commitments have been terminated and the Obligations have been paid in full (other than contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been asserted). “Covered Party”: Any Secured Party that is one of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b). “Credit and Collection Policy”: The written credit policies and procedures manual of the Collateral Manager set forth on Schedule IV, as such credit and collection policy may be as amended or supplemented from time to time in accordance with Section 5.1(h). “Curable BDC Asset Coverage Event”: The meaning specified in Section 5.1(s). “Cut-Off Loan Date”: The date on which the Collateral is initially contributed to the facility, as reported on the Borrowing Base Certificate. “Daily Simple SOFR” means for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day, a “SOFR Determination Day”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor. If by 5:00 p.m. on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower. Daily Simple SOFR in no event shall be less than the Floor. “Default”: Any event that, with the giving of notice or the lapse of time, or both, would become an Event of Default. “Default Right”: The meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “Defaulting Lender”: Any Lender that (i) has failed to fund any portion of the Advances or participations in Swingline Advances required to be funded by it hereunder within one USActive 37382726.2937382726.32 16 Business Day of the date required to be funded by it hereunder, (ii) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless such amount is the subject of a good faith dispute, (iii) has notified the Borrower, the Administrative Agent or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply or has failed to comply with its funding obligations under this Agreement or generally under other agreements in which it commits or is obligated to extend credit or has failed to confirm in writing within five (5) Business Days of any reasonable request by the Administrative Agent or the Borrower that it intends to comply with its funding obligations under this Agreement, (iv) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (v) becomes subject to a Bail-In Action. “Delayed Draw Loan”: A Loan that requires one or more future advances to be made by the Borrower and which does not permit the re-borrowing of any amount previously repaid by the related Obligor; provided that, such Loan shall only be considered a Delayed Draw Loan for so long as any future funding obligations remain in effect and only with respect to any portion which constitutes a future funding obligation. “Designated Loan”: Any Loan that the Administrative Agent, in its sole discretion, has designated as a “Designated Loan” on the related Approval Notice solely for the purposes of determining the Assigned Value of such Loan in reference to the “Minimum Facility Attachment Ratio” specified therefor and set forth in the definition of “Assigned Value.” “Determination Date”: The last day of each calendar month; provided that, with respect to the Termination Date, the Determination Date shall be the Termination Date. “DIP Loan”: Any Loan (i) with respect to which the related Obligor is a debtor-in-possession as defined under the Bankruptcy Code, (ii) which has the priority allowed pursuant to Section 364 of the Bankruptcy Code and (ii) the terms of which have been approved by a court of competent jurisdiction (the enforceability of which is not subject to any pending contested matter or proceeding). “Discretionary Sale”: The meaning specified in Section 2.14(b). “Discretionary Sale Date”: With respect to any Discretionary Sale, the Business Day on which such Discretionary Sale occurs. “Disruption Event” means the occurrence of any of the following: (a) any Lender shall have notified the Administrative Agent, the Collateral Custodian, the Collateral Manager and the Borrower of a determination by such Lender that it would be contrary to law or to the directive of any central bank or other Governmental Authority (whether or not having the force of law) to obtain Dollars to fund any Advance, (b) any Lender shall have notified the Administrative Agent, the Collateral Custodian, the Collateral Manager and the Borrower of a determination by such Lender that the rate at which Dollars are being offered to such Lender does not accurately reflect USActive 37382726.2937382726.32 17 the cost to such Lender of making, funding or maintaining any Advance or (c) any Lender shall have notified the Administrative Agent, the Collateral Manager and the Borrower of the inability of such Lender, as applicable, to obtain Dollars to make, fund or maintain any Advance; provided that if the circumstances described above have arisen and such circumstances are unlikely to be temporary then no Disruption Event shall have been deemed to occur and a Benchmark Transition Event shall have occurred. “Distressed Loan”: Any Loan (a)(i) that is issued pursuant to an Underlying Instrument governing the issuance of Indebtedness having an aggregate principal amount (whether drawn or undrawn) of less than U.S.$350,000,000 at the time of issuance, (ii) with respect to which the EBITDA of the related Obligor set forth on the most recently delivered financial statements is less than $75,000,000, (iii) that is not rated by S&P and Moody’s (or the Obligor thereof is not rated by S&P and Moody’s) and (iv) either (x) for which bid side prices cannot be obtained from at least two Approved Broker Dealers or (y) for which the average bid side prices obtained from Approved Broker Dealers is less than 80% (expressed as a percentage of par) or (b)(i) that is a Non-First Lien Loan, (ii) for which the average bid side prices obtained from Approved Broker Dealers is less than 95% (expressed as a percentage of par) and (iii) for which the Total Leverage Ratio of the related Obligor with respect to such Non-First Lien Loan is greater than 6.00. “Dollars”: Means, and the conventional “$” signifies, the lawful currency of the United States. “EBITDA”: With respect to the Relevant Test Period with respect to the related Loan, the meaning of “EBITDA”, “Adjusted EBITDA” or any comparable definition in the related Underlying Instruments, and in any case that “EBITDA”, “Adjusted EBITDA” or such comparable definition is not defined in such Underlying Instruments, an amount, for the Obligor on such Loan and any parent or subsidiary that is obligated pursuant to the Underlying Instruments for such Loan (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings from continuing operations for such period plus (a) interest expense, (b) income taxes, (c) depreciation and amortization for such Relevant Test Period (to the extent deducted in determining earnings from continuing operations for such period), (d) amortization of intangibles (including, but not limited to, goodwill, financing fees and other capitalized costs), other non-cash charges and organization costs, (e) extraordinary losses in accordance with GAAP, (f) one-time, non-recurring non-cash charges consistent with the compliance statements and financial reporting packages provided by the Obligors, and (g) and any other item the Borrower and the Administrative Agent mutually deem to be appropriate; provided that, with respect to any Obligor for which four full fiscal quarters of economic data are not available, EBITDA shall be determined for such Obligor based on annualizing the economic data from the reporting periods actually available. “EEA Financial Institution”: (a) Any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. USActive 37382726.2937382726.32 18

---

“EEA Member Country”: Any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority”: Any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Eighth Amendment Closing Date”: October 26, 2023. “Eligible Loan”: Each Loan (A) for which the Administrative Agent and the Collateral Custodian have received (or, in accordance with clause (b) of the definition of “Required Loan Documents”, the Collateral Custodian will receive) the related Required Loan Documents; (B) that has been approved by the Administrative Agent in its sole discretion on or prior to the date of the related Transaction; and (C) that satisfies each of the following eligibility requirements (unless the Administrative Agent in its sole discretion agrees to waive any such eligibility requirement with respect to such Loan): (a) such Loan is a First Lien Loan, a First Lien Last Out Loan, a Second Lien Loan or a Recurring Revenue Loan; (b) such Loan is denominated and payable only in Dollars in the United States and does not permit the currency in which such Loan is payable to be changed; provided that the sum of the OLBs of all Loans denominated in a currency other than Dollars may comprise up to 5% of the Aggregate OLB; (c) the acquisition of such Loan will not cause the Borrower or the pool of Collateral to be required to register as an investment company under the 1940 Act; (d) such Loan does not constitute a DIP Loan; (e) the primary Underlying Asset for such Loan is not real property; (f) such Loan is in the form of and is treated as indebtedness of the related Obligor for United States federal income tax purposes and is not a United States real property interest as defined under Section 897 of the Code; (g) as of the date such Loan is first included as part of the Collateral hereunder (or, if earlier, under any of the Existing Loan and Security Agreements), such Loan is not delinquent in payment after taking into account any applicable grace or cure period; (h) such Loan and any Underlying Assets comply in all material respects with all Applicable Laws; (i) such Loan is eligible under its Underlying Instruments (giving effect to the provisions of Sections 9-406 and 9-408 of the UCC) to be sold to the Borrower and to have a security interest therein granted to the Administrative Agent, as agent for the Secured Parties; USActive 37382726.2937382726.32 19 (j) such Loan, together with the Underlying Instruments related thereto, (i) is, to the knowledge of the Borrower following the Borrower’s completion of customary due diligence, in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms, subject to customary bankruptcy, insolvency and equity limitations, (ii) is not subject to any litigation, dispute or offset, and (iii) contains provisions substantially to the effect that the Obligor’s payment obligations thereunder are absolute and unconditional without any right of rescission, setoff, counterclaim or defense for any reason against the Borrower or any assignee thereof except as required by law; (k) such Loan (i) was originated by the Borrower (and underwritten by New Mountain Finance Advisers BDC, L.L.C., the investment advisor of the Collateral Manager, on behalf of the Borrower and its Affiliates), or was purchased by the Borrower from a third-party (and re-underwritten by New Mountain Finance Advisers BDC, L.L.C., the investment advisor of the Collateral Manager, on behalf of the Borrower and its Affiliates), in each case in accordance with the Credit and Collection Policy, and (ii) is fully documented; (l) the Borrower has good and marketable title to, and is the sole owner of, such Loan, and (ii) the Borrower has granted to the Administrative Agent a valid and perfected first-priority (subject to Permitted Liens) security interest in the Loan and Underlying Instruments, for the benefit of the Secured Parties; (m) such Loan, and any payment made with respect to such Loan, is not subject to any withholding tax unless the Obligor thereon is required under the terms of the related Underlying Instrument to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax basis (subject to customary carveouts); (n) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority or any other Person required to be obtained, effected or given in connection with the making, acquisition, transfer or performance of such Loan have been duly obtained, effected or given and are in full force and effect; (o) such Loan and the Underlying Instruments related thereto, are eligible to be sold, assigned or transferred to the Borrower, and neither the sale, transfer or assignment of such Loan to the Borrower, nor the granting of a security interest hereunder to the Administrative Agent, violates, conflicts with or contravenes in any material respect any Applicable Law or any contractual or other restriction, limitation or encumbrance binding on the Borrower; (p) such Loan requires the related Obligor to pay customary maintenance, repair, insurance and taxes, together with all other ancillary costs and expenses, with respect to the related, underlying collateral of such Loan; (q) such Loan has an original term to stated maturity that does not exceed ten (10) years; (r) the Underlying Instruments for such Loan do not contain a confidentiality provision that would prohibit the Administrative Agent or any Secured Party from obtaining all necessary information with regard to such Loan, so long as the Administrative Agent or such USActive 37382726.2937382726.32 20 Secured Party, as applicable, has agreed to maintain the confidentiality of such information in accordance with the provisions of such Underlying Instruments; (s) such Loan requires (i) periodic payments of accrued and unpaid interest in cash (x) in a minimum amount of (A) if such Loan has a floating interest rate based on LIBOR, such LIBOR rate plus 2% per annum, (B) if such Loan has a floating interest rate based on the Prime Rate, the Prime Rate or (C) if such Loan has a fixed interest rate, 6% per annum and (y) on a current basis no less frequently than semi-annually and (ii) a fixed amount of principal payable in cash no later than its stated maturity; (t) if such Loan is a registration-required obligation within the meaning of Section 163(f)(2) of the Code, such Loan is Registered; (u) such Loan is not a participation interest; (v) all information provided by the Borrower or the Collateral Manager with respect to the Loan is true, correct and complete in all material respects as of the date such information is provided; (w) such Loan (A) is not an Equity Security and (B) does not provide for the conversion or exchange into an Equity Security at any time on or after the date it is included as part of the Collateral; (x) such Loan does not constitute Margin Stock; (y) unless such Loan is a Delayed Draw Loan or a Revolving Loan, such Loan does not require the Borrower to make advances in respect of such Loan at any time after the Borrower’s purchase of such Loan; provided that, if such Loan is a Delayed Draw Loan or a Revolving Loan, the acquisition of such Loan would not cause the sum of the OLBs of all Loans that are Delayed Draw Loans or Revolving Loans plus the Aggregate Unfunded Exposure Amount to exceed the greater of (i) 10% of the Aggregate OLB plus the Aggregate Unfunded Exposure Amount as of such date and (ii) the Applicable Future Funding Limit Amount set forth on Annex C; (z) the Obligor of such Loan is an Eligible Obligor; provided that with respect to clause (f) of such term, only the Loans or portions thereof exceeding the thresholds set forth in such clause (f) shall be deemed to be Loans with Obligors that are not Eligible Obligors; (aa) such Loan shall not cause the sum of the aggregate OLBs and Unfunded Exposure Amounts of Loans that are Recurring Revenue Loans to exceed the greater of (i) 10% of the Aggregate OLB as of such date and (ii) the applicable amount noted in Annex C; and (bb) such Loan satisfies such other eligibility criteria as may be mutually agreed upon by the Administrative Agent and the Borrower prior to the applicable Advance Date. USActive 37382726.2937382726.32 21 For purposes of determining compliance with clause (B) of the definition of “Eligible Loan,” each Loan included in the Loan Schedule set forth on Schedule III hereto as of the A&R Effective Date shall be deemed to be approved by the Administrative Agent. For the avoidance of doubt, following the end of the Revolving Period, references to the “Aggregate OLB” in clauses (b), (y) and (aa) above shall refer to the Aggregate OLB as of the Revolving Period End Date. “Eligible Obligor”: Any Obligor: (a) that is a business organization (and not a natural person) duly organized and validly existing under the laws of its jurisdiction of organization; (b) that is not a Governmental Authority; (c) that is not an Affiliate of the Borrower or the Collateral Manager; (d) that is organized or incorporated in (i) the United States (or any State thereof) or (ii) if approved in writing by the Administrative Agent in its sole discretion, any other country; (e) that is not the subject of an Insolvency Event and, as of the date on which such Loan becomes part of the Collateral, such Obligor has not, to the Borrower’s knowledge after completion of customary due diligence, experienced a material adverse change in its financial condition; (f) where the sum of the OLBs of all Eligible Loans made to such Obligor (including any Affiliate thereof) does not exceed (i) the Applicable Top-3 Obligor Amount set forth on Annex C if such Obligor is one of the three (3) largest Obligors (by aggregate OLB of all Eligible Loans to such Obligor), (ii) the Applicable Next Top-3 Obligor Amount set forth on Annex C if such Obligor is one of the next three (3) largest Obligors (by aggregate OLB of all Eligible Loans to such Obligor (not including any Obligors described in clause (i))) or (iii) the Applicable Other Obligor Amount set forth on Annex C if neither clause (i) nor clause (ii) above apply; and (g) where the sum of the OLBs of Eligible Loans that are Non-First Lien Loans made to such Obligor (including any Affiliate thereof) does not exceed the Applicable Non-First Lien Loan Obligor Amount set forth on Annex C. “Equity Security”: (i) Any equity security or any other security that is not eligible for purchase by the Borrower as a Loan and (ii) any security purchased as part of a “unit” with a Loan and that itself is not eligible for purchase by the Borrower as a Loan. “ERISA”: The United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated or issued thereunder. “ERISA Affiliate”: (a) Any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower, (b) a trade or USActive 37382726.2937382726.32 22

---

business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Borrower, or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower. “EU Bail-In Legislation Schedule”: The EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. “Event of Default”: The meaning specified in Section 9.1. “Excepted Persons”: The meaning specified in Section 12.13(a). “Excess Concentration Amount”: The greater of (a) zero and (b) the greater of (x) the aggregate OLB of all Non-First Lien Loans minus the product of (A) the Aggregate OLB and (B) 35% and (y) the aggregate OLB of all Second Lien Loans minus the product of (A) the Aggregate OLB and (B) 25%. “Exchange Act”: The United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “Excluded Amounts”: Any amount received in the Collection Account with respect to any Loan included as part of the Collateral, (i) which amount is attributable to the reimbursement of payment by the Borrower or any Affiliate (other than from amounts on deposit in the Collection Account) of any Tax, fee or other charge imposed by any Governmental Authority on such Loan or on any Underlying Assets or (ii) which amount was deposited into the Collection Account in error. “Excluded Taxes”: Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Advance or a Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Advance or Commitment or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.13, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.13(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. “Existing A&R Loan and Security Agreement”: The meaning specified in the Recitals. “Existing Loan and Security Agreements”: Collectively, the Existing A&R Loan and Security Agreement, the Existing Operating Loan and Security Agreement and the Existing SPV Loan and Security Agreement. USActive 37382726.2937382726.32 23 “Existing Operating Loan and Security Agreement”: That certain Amended and Restated Loan and Security Agreement, dated as of May 19, 2011 among the Borrower, the Lenders, the Administrative Agent and the Collateral Custodian. “Existing SPV Loan and Security Agreement”: That certain Loan and Security Agreement, dated as of October 27, 2010, among the Borrower, the Lenders, the Administrative Agent and the Collateral Custodian “Exposure Amount Shortfall”: The meaning specified in Section 2.2(e). “Extending Lender”: The meaning specified in Section 2.3(c). “Facility Amount”: An amount equal to the lesser of (i) the aggregate Commitments and (ii) $800,000,000, as such amount may vary from time to time pursuant to Sections 2.1(c) and 2.3 hereof; provided that on or after the earlier to occur of the Revolving Period End Date with respect to all Commitments or the Termination Date, the Facility Amount shall mean the Advances Outstanding. “Facility Attachment Ratio”: With respect to any Eligible Loan, as of any date of determination, an amount equal to (a) if such Eligible Loan is a First Lien Loan, the product of (i) the First Out Attachment Ratio, (ii) the applicable Advance Rate and (iii) the Assigned Value, (b) if such Eligible Loan is a First Lien Last Out Loan, the sum of (i) the First Out Attachment Ratio and (ii) the product of (A) the Last Out Attachment Ratio less the First Out Attachment Ratio, (B) the applicable Advance Rate and (C) the Assigned Value, (c) if such Eligible Loan is a Second Lien Loan, the sum of (i) the Net Senior Leverage Ratio and (ii) the product of (A) the Total Leverage Ratio less the Net Senior Leverage Ratio, (B) the applicable Advance Rate and (C) the Assigned Value, and (d) if such Eligible Loan is a Designated Loan, the applicable Facility Attachment Ratio calculation above for a First Lien Loan. “Facility Maturity Date”: The two-year anniversary of the Revolving Period End Date with respect to all the Commitments. “FATCA”: Sections 1471 through 1474 of the Code, as in effect on the A&R Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements (or related legislation or official administrative rules or practices) implementing the foregoing. “FDIC”: The Federal Deposit Insurance Corporation, and any successor thereto. “Federal Funds Rate”: For any day, a per annum rate equal to the weighted average of the overnight federal funds rates as in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Administrative Agent for such day (or, if such day is not a Business Day, for the next preceding Business Day), or, if for any reason such rate is not available on any day, the rate determined, in the sole discretion of the Administrative USActive 37382726.2937382726.32 24 Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. on such day. “Federal Reserve Bank of New York’s Website”: The website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source. “Fee Letter”: Any Fee Letter among the Borrower, the Administrative Agent and/or any Lenders, as the same may be amended, restated, modified or supplemented from time to time. “Fifth Amendment Closing Date: April 20, 2021. “Financial Asset”: The meaning specified in Section 8-102(a)(9) of the UCC. “Financial Sponsor”: Any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding, and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities with separate management, books and records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness are independent of the other companies so owned by such Person. “First Lien Last Out Loan”: Any Loan that is (i) a commercial loan (ii) that by its terms could become subordinate in right of payment to another obligation of the Obligor in a bankruptcy, reorganization, insolvency, moratorium or liquidation proceedings, (iii) that is secured by a pledge of collateral, which security interest is validly perfected and first priority under applicable law (subject to liens permitted under the applicable credit agreement) and (iv) the Collateral Manager determines in good faith that the value of the collateral securing the loan on or about the time of origination equals or exceeds the outstanding principal balance of the loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral. “First Lien Loan”: A Loan (i) that is not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, (ii) that is secured by a pledge of collateral, which security interest is validly perfected and first priority (subject to Liens permitted under the related Underlying Instruments that are reasonable and customary for similar loans, and Liens accorded priority by law in favor of the United States or any state or agency thereof) under Applicable Law and (iii) the Collateral Manager determines in good faith that the value of the collateral securing the Loan on or about the time of origination equals or exceeds the outstanding principal balance of the Loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral. “First Out Attachment Ratio”: With respect to any Eligible Loan, as of any date of determination, an amount equal to the “senior net leverage ratio” or any comparable term relating to any “first out” senior secured Indebtedness in the Underlying Instruments for such Loan; provided that if the “senior net leverage ratio” or such comparable term is not defined in the Underlying Instruments, then the First Out Attachment Ratio shall be the ratio of such “first out” senior secured Indebtedness (less Unrestricted Cash) to EBITDA, as calculated by the Collateral Manager in good faith using information from calculations consistent with the relevant USActive 37382726.2937382726.32 25 compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the Underlying Instruments. For the avoidance of doubt, “first out” senior secured Indebtedness refers to all or any portion of such Loan that constitutes first lien senior secured Indebtedness that is not (and cannot by its terms become) subordinate in right of payment to any obligation of the relevant Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings. “Fitch”: Fitch Ratings, Inc. or any successor thereto. “Floor”: A rate of interest equal to 0.0%. “Foreign Lender”: A Lender that is not a U.S. Person. “Fourth Amendment Closing Date”: September 30, 2020. “Fronting Exposure”: At any time there is a Defaulting Lender, with respect to the Swingline Lender, such Defaulting Lender’s Pro Rata Share of Swingline Advances other than Swingline Advances as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders, repaid by the Borrower or for which cash collateral or other credit support acceptable to the Swingline Lender shall have been provided in accordance with the terms hereof. “Funding Date”: With respect to any Loan Advance, the Business Day following the Business Day of receipt (or in the case of any Swingline Advance, the Business Day of receipt) by the Administrative Agent (which shall promptly deliver the same to each Revolving Lender or, in the case of any Swingline Advance, the Swingline Lender) of a Funding Notice and other required deliveries in accordance with Section 2.2. “Funding Notice”: A notice in the form of Exhibit A-1 requesting an Advance, including the items required by Section 2.2. “GAAP”: Generally accepted accounting principles as in effect from time to time in the United States. “General Intangible”: The meaning specified in Section 9-102(a)(42) of the UCC. “Governmental Authority”: With respect to any Person, any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person. “Highest Required Investment Category”: (i) With respect to ratings assigned by Moody’s, “Aa2” or “P-1” for one (1) month instruments, “Aa2” and “P-1” for three (3) month instruments, “Aa3” and “P-1” for six (6) month instruments and “Aa2” and “P-1” for instruments with a term in excess of six (6) months, (ii) with respect to rating assigned by S&P, “A-1” for short-term instruments and “A” for long-term instruments, and (iii) with respect to USActive 37382726.2937382726.32 26

---

rating assigned by Fitch (if such investment is rated by Fitch), “F-1+” for short-term instruments and “AAA” for long-term instruments. “Increased Costs”: Any amounts that an Affected Party has notified the Borrower pursuant to Section 2.12(d) are required to be paid by the Borrower to an Affected Party pursuant to Section 2.12. “Indebtedness”: With respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument or other evidence of indebtedness customary for indebtedness of that type, (b) all obligations of such Person under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (e) all indebtedness, obligations or liabilities of that Person in respect of derivatives, and (f) all obligations under direct or indirect guaranties in respect of obligations (contingent or otherwise) to purchase or otherwise acquire, or to otherwise assure a creditor against loss in respect of, indebtedness or obligations of others of the kind referred to in clauses (a) through (e) above. “Indemnified Amounts”: The meaning specified in Section 10.1(a). “Indemnified Parties”: The meaning specified in Section 10.1(a). “Indemnified Taxes”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Transaction Document and (b) to the extent not otherwise described in (a), Other Taxes. “Independent”: As to any Person, any other Person (including, in the case of an accountant or lawyer, a firm of accountants or lawyers, and any member thereof, or an investment bank and any member thereof) who (a) does not have and is not committed to acquire any material direct or any material indirect financial interest in such Person or in any Affiliate of such Person (other than the payment of any amounts as compensation for actual services rendered), and (b) is not connected with such Person as an Officer, employee, promoter, underwriter, voting trustee, partner, director or Person performing similar functions. “Independent” when used with respect to any accountant may include an accountant who audits the books of such Person if in addition to satisfying the criteria set forth above the accountant is independent with respect to such Person within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants. “Independent Manager”: The meaning specified in Section 4.1(t)(xxv). “Indorsement”: The meaning specified in Section 8-102(a)(11) of the UCC, and “Indorsed” has a corresponding meaning. USActive 37382726.2937382726.32 27 USActive 37382726.2937382726.32 28 P IR = the Advances Outstanding on such day; and = “Ineligible Assignee”: Any private investment company, investment firm, investment partnership, private equity fund or other private equity investment vehicle. “Initial Assigned Value”: With respect to any Loan, the “Initial Assigned Value”, if any, set forth on the related Approval Notice by the Administrative Agent in its sole discretion. “Insolvency Event”: With respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction over such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree, order or appointment shall remain unstayed and in effect for a period of sixty (60) consecutive days, (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, (c) the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or (d) the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing. “Insolvency Laws”: The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally. “Insolvency Proceeding”: Any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency Event. “Instrument”: The meaning specified in Section 9-102(a)(47) of the UCC. “Interest”: For each Accrual Period, the sum of the amounts determined (with respect to each day during such Accrual Period) in accordance with the following formula: IR x P x 1 D where: D the Interest Rate for such day; = 360 days (or, to the extent the Interest Rate for such day is determined pursuant to the proviso of the definition thereof, 365 or 366 days, as applicable). provided that (i) no provision of this Agreement shall require the payment or permit the collection of Interest in excess of the maximum permitted by Applicable Law and (ii) Interest shall not be considered paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason. “Interest Collections”: All payments of interest, late fees, amendment fees, prepayment fees and premiums, extension fees, consent fees and waiver fees on Loans and Permitted Investments, including any payments of accrued interest received on the sale of Loans or Permitted Investments and all payments of principal (including principal prepayments) on Permitted Investments purchased with the proceeds described in this definition, in each case, received in cash by or on behalf of the Borrower or Collateral Custodian; provided that, Interest Collections shall not include (x) Sale Proceeds representing accrued interest that are applied toward payment for accrued interest on the purchase of a Loan and (y) interest received in respect of a Loan (including in connection with any sale thereof), which interest was purchased with Principal Collections. “Interest Collection Account”: One or more Securities Accounts created and maintained on the books and records of the Collateral Custodian entitled “Interest Collection Account” in the name of the Borrower and subject to the Lien of the Administrative Agent for the benefit of the Secured Parties. “Interest Rate”: With respect to any day, a rate per annum equal to (a) the Benchmark for such day plus (b) the Applicable Spread for such day; provided that, for any day after the occurrence and during the continuance of a Disruption Event, the “Interest Rate” on that portion of the Advances Outstanding owing to the affected Lender shall mean a rate per annum equal to (x) the Base Rate for such day plus (y) the Applicable Spread for such day. “Intermediary”: A Person, including a bank or broker, that in the ordinary course of its business maintains Securities Accounts for others and is acting in that capacity, which in each case is not an Affiliate of the Borrower or the Collateral Manager. “Investment”: With respect to any Person, any direct or indirect loan, advance or investment by such Person in any other Person, whether by means of share purchase, capital contribution, loan or otherwise, excluding the acquisition of Loans and the acquisition of Equity Securities otherwise permitted by the terms hereof which are related to such Loans. “Investment Property”: The meaning specified in Section 9-102(a)(49) of the UCC. “IRS”: The United States Internal Revenue Service. “Joinder Supplement”: An agreement among the Borrower, a Lender and the Administrative Agent in the form of Exhibit I to this Agreement (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the A&R Effective Date, as contemplated by Section 2.1(c). “Last Out Attachment Ratio”: With respect to any Loan, the Net Senior Leverage Ratio. USActive 37382726.2937382726.32 29 “Lenders”: The meaning specified in the Preamble, including Wells Fargo, and each financial institution which may from time to time become a Lender hereunder by executing and delivering a Joinder Supplement to the Administrative Agent and the Borrower as contemplated by Section 2.1(c). For the avoidance of doubt, the Swingline Lender shall constitute a “Lender” with respect to the repayment of Swingline Advances for all purposes hereunder. “Lien”: Any mortgage, lien, pledge, charge, right, claim, security interest or encumbrance of any kind of or on any Person’s assets or properties in favor of any other Person. “Loan”: Any loan made by the Borrower or by a commercial bank, an investment bank, investment fund or other financial institution and acquired by the Borrower; provided that, any such loan is similar to those typically made to a commercial client or syndicated, sold or participated to a commercial bank or institutional loan investor or other financial institution in the ordinary course of business. “Loan Advance”: The meaning specified in Section 2.1(a). “Loan Checklist”: An electronic or hard copy, as applicable, of a checklist in the form of Exhibit K delivered by or on behalf of the Borrower to the Collateral Custodian for each Loan of all related Required Loan Documents, which shall also specify whether such document is an original or a copy. “Loan File”: With respect to each Loan, a file containing (a) each of the documents and items as set forth on the Loan Checklist (to the extent reasonably available to the Borrower or the Collateral Manager) with respect to such Loan and (b) duly executed originals and copies of any other relevant records relating to such Loans and the Underlying Assets pertaining thereto. “Loan Register”: The meaning specified in Section 5.3(n). “Loan Schedule”: The Loan Schedule provided by the Borrower to the Administrative Agent and the Collateral Custodian, in the form of Schedule III hereto, as such list may be amended, supplemented or modified from time to time in accordance with this Agreement. “Margin Stock”: “Margin Stock” as defined under Regulation U. “Market Value”: With respect to any Loan (other than a Distressed Loan) as of any date of determination, the price (expressed as a percentage of par) as of the immediately preceding Measurement Date (or, if such date is a Measurement Date, as of such date) determined in the following manner: (a) in the case of a Broadly Syndicated Loan, by using the bid side quote determined by any of Loan Pricing Corporation, MarkIt Partners or any other nationally recognized loan pricing service or broker quote selected by the Collateral Manager and approved in writing by the Administrative Agent; provided that, if such Loan is a Distressed Loan or if the Administrative Agent or the Collateral Manager reasonably determines that any such quote is not current or accurate, either of the Administrative Agent or the Collateral Manager may reject such quote; USActive 37382726.2937382726.32 30

---

(b) if the value of a Broadly Syndicated Loan is not determined in accordance with clause (a) above (either because no bid side quote is available or the Administrative Agent or the Collateral Manager reasonably rejects any such quote), by using the average of the bid side quotes determined by three Approved Broker Dealers active in the trading of such asset; or (i) if only two such bids can be obtained, the average of the bid side quotes of such two bids; or (ii) if only one such bid can be obtained, such bid; provided that, if the Administrative Agent reasonably determines that the quote of any such Approved Broker Dealer is not current or accurate, the Administrative Agent may reject such quote; or (c) if the value of a Loan is not determined in accordance with clause (a) or (b) above (either because no bid side quote is available or, the Administrative Agent reasonably rejects one or more bid side quotes or such Loan is not a Broadly Syndicated Loan), by using the value assigned by the Administrative Agent in a notice thereof sent to the Collateral Manager and the Collateral Custodian. “Markit”: The Markit Loan Pricing service, a division of Markit Group Limited. “Material Action”: The meaning specified in the Borrower LLC Agreement. “Material Adverse Effect”: With respect to any event or circumstance, a material adverse effect on (a) the business, assets, financial condition, operations, performance or properties of the Borrower, (b) the validity, enforceability or collectability of this Agreement or any other Transaction Document or the validity, enforceability or collectability of the Loans generally or any material portion of the Loans, (c) the rights and remedies of the Administrative Agent, the Lenders and the Secured Parties with respect to matters arising under this Agreement or any other Transaction Document, (d) the ability of each of the Borrower or the Collateral Manager to perform its obligations under any Transaction Document to which it is a party, or (e) the status, existence, perfection, priority or enforceability of the Administrative Agent’s or the other Secured Parties’, lien on the Collateral. “Material Modification”: Any amendment or waiver of, or modification or supplement to, an Underlying Instrument governing a Loan executed or effected on or after the date on which the Borrower acquired such Loan that: (a) (i) reduces, delays or waives any or all of the principal amount of such Loan as and when due or (ii) extends or delays (A) the stated maturity date of such Loan or (B) the required or scheduled amortization for such Loan, and such extension or delay has not been approved by the Administrative Agent in its sole reasonable discretion; (b) waives one or more interest payments, or permits any interest due in cash to be deferred or capitalized and added to the principal amount of such Loan (other than any such USActive 37382726.2937382726.32 31 waiver that occurs without any further action in accordance with the terms of the applicable Underlying Instrument); (c) contractually or structurally subordinates such Loan by operation of a priority of payments, turnover provisions, the transfer of assets in order to limit recourse to the related Obligor or the granting of Liens (other than Permitted Liens) on any of the Underlying Assets securing such Loan; (d) substitutes, alters or releases (other than as permitted by such Underlying Instruments) the Underlying Assets securing such Loan, and each such substitution, alteration or release, as determined in the sole discretion of the Administrative Agent, materially and adversely affects the value of such Loan; or (e) amends, waives, forbears, supplements or otherwise modifies in any way the definition of “Net Senior Leverage Ratio”, “Recurring Revenue”, “Total Leverage Ratio” or “Cash Interest Coverage Ratio” (or any respective comparable definition in its Underlying Instruments) or the definition of any component thereof (including any adjustment to EBITDA or similar definition) in a manner that, in the sole discretion of the Administrative Agent, is materially adverse to the Administrative Agent or the Lenders; provided that in connection with any Revenue Recognition Implementation or any Operating Lease Implementation, the Administrative Agent may waive any Material Modification resulting from such implementation pursuant to this clause (e). “Measurement Date”: Each of the following: (i) the A&R Effective Date; (ii) each date on which a Value Adjustment Event occurs; (iii) each Determination Date, (iv) the date of each Transaction and (v) the date of each Discretionary Sale. “Moody’s”: Moody’s Investors Service, Inc., and any successor thereto. “Multiemployer Plan”: A “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that is or was at any time during the current year or the preceding five (5) years contributed to by the Borrower or any ERISA Affiliate on behalf of its employees. “Net Senior Leverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Net Senior Leverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in the case of any Loan with respect to which the related Underlying Instruments do not include a definition of “Net Senior Leverage Ratio” or comparable definition, the ratio of (i) the senior Indebtedness (including, without limitation, such Loan) of the applicable Obligor as of the date of determination minus the Unrestricted Cash of such Obligor as of such date to (ii) EBITDA of such Obligor with respect to the applicable Relevant Test Period, as calculated by the Borrower and Collateral Manager in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor in accordance with the requirements of the related Underlying Instruments. “Non-Consenting Lender”: A Lender (other than a Lender which is administered by the Administrative Agent or an Affiliate of the Administrative Agent) whose approval is required for an Applicable Amendment and who has given notice that it will not consent to such Applicable USActive 37382726.2937382726.32 32 Amendment or has failed to approve such Applicable Amendment within five (5) Business Days after written request therefor from the Administrative Agent or the Borrower. “Non-Extending Lender”: The meaning specified in Section 2.3(c). “Non-First Lien Loan”: A Second Lien Loan or a First Lien Last Out Loan. “Non-Usage Fee”: A fee with respect to each Accrual Period in an amount equal to the sum for each day during such Accrual Period of (x) the product of (a) the Unused Facility Amount as of the close of business on such day multiplied by (b) the Non-Usage Fee Rate with respect to such day, divided by (y) 365. “Non-Usage Fee Rate”: For each day, the sum of (a) 0.50% on the first portion of the Unused Facility Amount up to the product of (i) 40% and (ii) the Facility Amount and (b) for all Unused Facility Amount in excess of such first portion, 2.00%. “Noteless Loan”: A Loan with respect to which the Underlying Instruments either (i) do not require the Obligor to execute and deliver a promissory note to evidence the indebtedness created under such Loan or (ii) require execution and delivery of such a promissory note only upon the request of any holder of the indebtedness created under such Loan, and as to which the Borrower has not requested a promissory note from the related Obligor. “Notice of Exclusive Control”: The meaning specified in the Securities Account Control Agreement. “Obligations”: The unpaid principal amount of, and interest (including, without limitation, interest accruing after the maturity of the Advances and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) on the Advances and all other obligations and liabilities of the Borrower to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out of or in connection with any Transaction Document, and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Administrative Agent, the Collateral Custodian or to the Lenders that are required to be paid by the Borrower pursuant to the terms of the Transaction Documents) or otherwise. “Obligor”: With respect to any Loan, any Person or Persons obligated to make payments pursuant to or with respect to such Loan, including any guarantor thereof. “Officer’s Certificate”: A certificate signed by a Responsible Officer of the Person providing the applicable certification, as the case may be. USActive 37382726.2937382726.32 33 “OLB”: For any Loan as of any date of determination, an amount equal to the product of (x) the Assigned Value of such Loan as of such date of determination, and (y) the principal balance of such Loan outstanding as of such date of determination. “Operating Lease Implementation”: The implementation by an Obligor of IFRS 16/ASC 842. “Opinion of Counsel”: A written opinion of counsel, which opinion and counsel are acceptable to the Administrative Agent in its sole discretion. “Original Cash Interest Coverage Ratio”: With respect to any Loan, the Cash Interest Coverage Ratio for such Loan on the date of the related Approval Notice. “Original Closing Date”: With respect to (a) the Existing A&R Loan and Security Agreement, December 18, 2014, (b) the Existing SPV Loan and Security Agreement, October 27, 2010 and (c) the Existing Operating Loan and Security Agreement, May 19, 2011, as applicable. “Original Net Senior Leverage Ratio”: With respect to any Loan, the Net Senior Leverage Ratio for such Loan on the date of the related Approval Notice. “Original Total Leverage Ratio”: With respect to any Loan, the Total Leverage Ratio for such Loan on the date of the related Approval Notice (or, if consented to by the Administrative Agent, on the A&R Effective Date). “Other Connection Taxes”: With respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Advance or Transaction Document). “Other Taxes”: All present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Transaction Document or any other document providing liquidity support, credit enhancement or other similar support to the Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to a request by the Borrower). “Participant Register”: The meaning specified in Section 12.16(b). “Payment Date”: The fourth Business Day of each calendar month. “Payment Duties”: The meaning specified in Section 7.2(b)(vii). USActive 37382726.2937382726.32 34

---

“Pension Plans”: The meaning specified in Section 4.1(v). “Permanent BDC Asset Coverage Event”: The meaning specified in Section 5.1(s). “Permitted Investment Required Ratings”: With respect to any obligation or security, (a) if such obligation or security (i) has both a long-term and a short-term credit rating from Moody’s, such ratings are “Aa3” or better (not on credit watch for possible downgrade) and “P-1” (not on credit watch for possible downgrade), respectively, (ii) has only a long-term credit rating from Moody’s, such rating is “Aaa” (not on credit watch for possible downgrade) or (iii) has only a short-term credit rating from Moody’s, such rating is “P-1” (not on credit watch for possible downgrade) and (b) for securities (x) with original maturities up to 30 days, a short-term credit rating of at least “F1” and a long-term credit rating of at least “A” (if such long-term rating exists) from Fitch or (y) with original maturities of more than 30 days but not in excess of 365 days, a short-term credit rating of “F1+” and a long-term credit rating of at least “AA-“ (if such long-term rating exists) from Fitch. “Permitted Investments”: (i) Cash or (ii) any United States dollar investment that, at the time it is delivered to the Collateral Custodian (directly or through an intermediary or bailee), is one or more of the following obligations or securities (which may include obligations or securities for which the Collateral Custodian or an Affiliate of the Collateral Custodian provides services or receives compensation): (a) direct obligations of, and obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are expressly backed by the full faith and credit of the United States of America and which satisfy the Permitted Investment Required Ratings; (b) demand and time deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances issued by, or federal funds sold by any depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, in each case payable within 183 days of issuance, so long as the commercial paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have the Permitted Investment Required Ratings; (c) commercial paper (excluding extendible commercial paper or asset backed commercial paper) which satisfies the Permitted Investment Required Ratings; and (d) shares or other securities of non-United States registered money market funds which funds have, at all times, credit ratings of Aaa-mf by Moody’s and AAAm by S&P; provided that, (A) Permitted Investments purchased with funds in the Collection Account shall be held until maturity except as otherwise specifically provided herein and shall include only such obligations or securities, other than those referred to in clause (d) above, as mature (or are putable at par to the issuer or obligor thereof) no later than the Business Day prior to the next USActive 37382726.2937382726.32 35 Payment Date (unless such Permitted Investments are issued by the Collateral Custodian in its capacity as a banking institution, in which case such Permitted Investments may mature on such Payment Date), and (B) Permitted Investments shall exclude any investments not treated as “cash equivalents” for purposes of Section __.10(c)(8)(iii)(A) of the regulations implementing the Volcker Rule in accordance with any applicable interpretive guidance thereunder. For the avoidance of doubt, the Borrower shall only acquire Permitted Investments that, in the commercially reasonable belief of the Collateral Manager, are “cash equivalents” as defined in the Volcker Rule. The Collateral Custodian shall have no obligation to oversee or monitor compliance with the foregoing. “Permitted Liens”: Any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as banks’, securities intermediaries’, materialmen’s, warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith and (c) Liens granted pursuant to or by the Transaction Documents or expressly permitted thereby. “Person”: An individual, group, sector, territory, or country, partnership, corporation, company, limited liability company, limited liability partnership, joint stock company, trust (including a statutory or business trust), estate, unincorporated association, sole proprietorship, joint venture, nonprofit corporation, group, sector, government (or any agency, instrumentality or political subdivision thereof), territory or other entity or organization. “Prime Rate”: The greater of (x) zero and (y) the rate announced by Wells Fargo from time to time as its prime rate in the United States, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by Wells Fargo or any other specified financial institution in connection with extensions of credit to debtors. “Principal Collections”: All amounts received by the Borrower or the Collateral Custodian in respect of the Loans, Permitted Investments and Equity Securities that are not Interest Collections to the extent received in cash by or on behalf of the Borrower or the Collateral Custodian. “Principal Collection Account”: One or more Securities Accounts created and maintained on the books and records of the Collateral Custodian entitled “Principal Collection Account” in the name of the Borrower and subject to the Lien of the Administrative Agent for the benefit of the Secured Parties. “Pro Rata Share”: With respect to a Lender, the percentage obtained by dividing the amount of the Commitment of (or, after the applicable Revolving Period End Date, the Advances USActive 37382726.2937382726.32 36 Outstanding owing to) such Lender (as determined pursuant to the definition of Commitment) by the Facility Amount. “Proceeds”: With respect to any Collateral, all property that is receivable or received when such Collateral is collected, sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all rights to payment with respect to any insurance relating to such Collateral. “Promissory Note”: A promissory note made payable to a Lender substantially in the form mutually agreed by the Borrower, the Administrative Agent and such Lender. “Purchase Price”: With respect to any Loan, an amount (expressed as a percentage of par) equal to (i) the purchase price (or, if different principal amounts of such Loan were purchased at different purchase prices, the weighted average of such purchase prices) paid by the Borrower for such Loan (exclusive of any interest, Accreted Interest and original issue discount) divided by (ii) the principal balance of such Loan outstanding as of the date of such purchase (exclusive of any interest, Accreted Interest and original issue discount); provided that, if the ratio of clause (i) to clause (ii) above with respect to a Loan acquired by the Borrower in the secondary market is equal to 95% or higher, such Loan shall be deemed to have a Purchase Price of 100%. “QFC”: The meaning assigned to the term “qualified financial contract” in, and interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). “Qualified Institution”: A depository institution or trust company organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i)(a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Moody’s, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Moody’s or (c) is otherwise acceptable to the Administrative Agent and (ii) the deposits of which are insured by the FDIC. “Rating Agency”: Each of S&P, Fitch and Moody’s. “Recipient”: (a) The Administrative Agent, and (b) any Lender, as applicable. “Recurring Revenue”: With respect to any Recurring Revenue Loan, the meaning of “Recurring Revenue” or any comparable definition or term in the related Underlying Instruments relating to recurring maintenance or support revenues, subscription revenues, and recurring revenues attributable to software licensed or sold (excluding one-time license revenues) in the Underlying Instruments for such Loan. “Recurring Revenue Loan”: A Loan that (i) has a related Obligor organized under the law of the United States and is denominated in Dollars, (ii) is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable Law, (iii) has a USActive 37382726.2937382726.32 37 related Obligor that is principally engaged in an enterprise software business that derives revenue primarily under contractual agreements and/or selling software as a service, (iv) is structured or underwritten based on a multiple of the related Obligor’s Recurring Revenue, and (v) that contains a Recurring Revenue Loan Covenant Flip Scheduled Date (which date is no later than the 3 year anniversary of the date on which the Borrower acquired such Loan; provided that the Administrative Agent may re-designate such Loan as a First Lien Loan or a Second Lien Loan in its sole discretion if the recurring revenue covenants in the related Underlying Instruments are replaced (whether by amendment or by operation of such Underlying Instruments) with traditional cash flow leverage lending covenants (such as those based on total leverage, senior leverage, and interest coverage) (a “Recurring Revenue Reclassification Date”). For any Loan subject to a Recurring Revenue Reclassification Date, any references to the Senior Leverage Ratio and Interest Coverage Ratio as of the date on which such Loan was acquired by the Borrower shall be deemed to mean such ratios determined by the Administrative Agent in its sole discretion as of the Recurring Revenue Reclassification Date. “Recurring Revenue Loan Cash Liquidity Amount”: With respect to any Recurring Revenue Loan, the meaning of “Unrestricted Cash” or any comparable definition or term in the Related Underlying Instruments, or, if no such definition is defined or otherwise set forth in such Underlying Instruments, all cash available for use for general corporate purposes and not held in any reserve account or legally or contractually restricted for any particular purposes or subject to any Lien (other than blanket liens permitted under or granted in accordance with such Underlying Instruments); provided that cash held in reserve accounts for the purpose of meeting interest payments on indebtedness may be included at the sole discretion of the Administrative Agent. “Recurring Revenue Loan Covenant Flip Scheduled Date”: With respect to any Recurring Revenue Loan, as of its date of acquisition by the Borrower, the scheduled date upon which the covenants for such Loan are to be replaced with traditional cash flow leverage lending covenants (such as those based on total leverage, senior leverage, and interest coverage) as specified in the original Underlying Instruments for such Loan. “Recurring Revenue Loan Gross Leverage Ratio”: With respect to any Recurring Revenue Loan, the ratio for the related Obligor of (a) indebtedness to (b) Recurring Revenue, as calculated by the Borrower and Collateral Manager in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Underlying Instruments. “Recurring Revenue Reclassification Date”: The meaning specified in the definition of Recurring Revenue Loan. “Reinvestment Notice”: Each notice required to be delivered by the Borrower pursuant to Section 3.2(a) in respect of any reinvestment, in the form of Exhibit A-3. “Register”: The meaning specified in Section 12.16(b). USActive 37382726.2937382726.32 38

---

“Registered”: With respect to any registration-required obligation within the meaning of Section 163(f)(2) of the Code, a debt obligation that was issued after July 18, 1984 and that is in registered form within the meaning of Section 5f.103-1(c) of the Treasury Regulations. “Regulation U”: Regulation U of the Board of Governors of the Federal Reserve System, 12 C.F.R. §221, or any successor regulation. “Relevant Test Period”: With respect to any Loan, the relevant test period for the calculation of Net Senior Leverage Ratio, Total Leverage Ratio or Cash Interest Coverage Ratio, as applicable, for such Loan in accordance with the related Underlying Instruments or, if no such period is provided for therein, each period of the last four consecutive reported fiscal quarters of the principal Obligor on such Loan; provided that, with respect to any Loan for which the relevant test period is not provided for in the related Underlying Instruments, if four (4) consecutive fiscal quarters have not yet elapsed since the closing date of the relevant Underlying Instruments, “Relevant Test Period” shall initially include the period from such closing date to the end of the fourth fiscal quarter thereafter, and shall subsequently include each period of the last four (4) consecutive reported fiscal quarters of such Obligor. “Repayment Notice”: Each notice required to be delivered by the Borrower pursuant to Section 2.3 in respect of any reduction in the Facility Amount or repayment of Advances Outstanding, in the form of Exhibit A-2. “Reportable Event”: The meaning specified in Section 4.1(v). “Reporting Date”: The third Business Day of each calendar month. “Required Advance Reduction Amount”: As of any Measurement Date, an amount equal to the greater of (a)(i) Advances Outstanding on such day minus (ii) the Borrowing Base on such day and (b) zero. “Required Lenders”: The Lenders representing an aggregate of more than 50% of the sum of (a) the Commitments then in effect of each Lender with respect to which neither the applicable Revolving Period End Date or the Termination Date has occurred plus (b) the outstanding Advances owing to each other Lender; provided that, for the purposes of determining the Required Lenders, (i) if at any time there is more than one non-Defaulting Lender (counting affiliated Lenders as a single Lender), at least two unaffiliated non-Defaulting Lenders shall be required to constitute “Required Lenders” and (ii) the Commitment of any Defaulting Lender shall be disregarded for purposes of determining whether the consent of the Required Lenders has been obtained and such Lender shall not constitute a Required Lender hereunder. “Required Loan Documents”: For each Loan, the following documents or instruments: (a) (i) the original related executed promissory note (if any) or, in the case of a lost note, a copy of the executed underlying promissory note accompanied by an original executed affidavit and indemnity endorsed by the Borrower in blank (and an unbroken chain of USActive 37382726.2937382726.32 39 endorsements from each prior holder of such promissory note to the Borrower), or (ii) if such promissory note is not issued in the name of the Borrower, an executed copy of each assignment and assumption agreement, transfer document or instrument relating to such Loan evidencing the assignment of such Loan from any prior third party owner thereof directly to the Borrower and from the Borrower in blank; and (b) to the extent applicable for the related Loan, copies of the executed (i) guaranty, (ii) credit agreement, (iii) loan agreement, (iv) note purchase agreement, (v) sale and servicing agreement, (vi) acquisition agreement (or similar agreement) and (vii) security agreement; provided that, to the extent that final copies of the foregoing documents are not available as of the related Funding Date, the latest available draft copies with the final copies to be delivered within ten (10) Business Days after such Funding Date. “Required Minimum Equity Amount”: On any day, the greater of (x) $250,000,000 and (y) the aggregate OLB of the Loans of the three (3) largest Obligors forming part of the Collateral. “Required Reports”: Collectively, the Borrowing Base Certificate, the financial statements of Obligors and the Collateral Manager and the annual statements as to compliance and the annual Independent public accountant’s report. “Responsible Officer”: With respect to any Person, any duly authorized officer, administrative manager or managing member of such Person with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other duly authorized officer, administrative manager or managing member of such Person to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. “Revenue Recognition Implementation”: The implementation by an Obligor of IFRS 15/ASC 606. “Review Criteria”: The meaning specified in Section 7.2(b)(i). “Revolving Lender”: Each Lender with a Commitment to fund Loan Advances. “Revolving Loan”: Any Loan (other than a Delayed Draw Loan, but including funded and unfunded portions of revolving credit lines and letter of credit facilities, unfunded commitments under specific facilities and other similar loans and investments) that under the Underlying Instruments relating thereto may require one or more future advances to be made to the Obligor by the Borrower. “Revolving Period”: The period commencing on the A&R Effective Date and ending on the day preceding the earlier to occur of the Revolving Period End Date with respect to all the Commitments or the Termination Date. “Revolving Period End Date”: The earliest to occur of (a) the three-year anniversary of the FifthEighth Amendment Closing Date (as such date may be extended with respect to each USActive 37382726.2937382726.32 40 Extending Lender pursuant to Section 2.3(c)), (b) a Permanent BDC Asset Coverage Event and (c) the Revolving Period Termination Date. “Revolving Period Termination Date”: The date of the declaration of the Termination Date pursuant to Section 9.2(a). “S&P”: Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and any successor thereto. “Sale Proceeds”: With respect to any Loan, all proceeds received as a result of the sale of such Loan, net of all out-of-pocket expenses of the Borrower, the Collateral Manager and the Collateral Custodian incurred in connection with any such sale. “Sanction” or “Sanctions”: Individually and collectively, respectively, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the United Nations Security Council, (c) the European Union, (d) the United Kingdom, or (e) any other Governmental Authorities with jurisdiction over any Agreement Party or other Sanctions Party. “Sanctioned Person”: Any Person that is a target of Sanctions, including without limitation, a Person that is: (a) listed on OFAC’s Specially Designated Nationals (SDN) and Blocked Persons List; (b) listed on OFAC’s Consolidated Non-SDN List; (c) a legal entity that is deemed by OFAC to be a Sanctions target based on the direct or indirect ownership or control of such legal entity by Sanctioned Person(s); or (d) a Person that is a Sanctions target pursuant to any territorial or country-based Sanctions program. “Sanctions Party”: Individually and collectively, (a) each Affiliate or Subsidiary of an Agreement Party; (b) any owner of any Collateral securing any part of the Obligations or this Agreement; and (c) any officer, director, manager or employee acting on behalf of any Agreement Party with respect to the Obligations, this Agreement or the other Transaction Documents or the Required Loan Documents. With respect to any Person that is affiliated with an Agreement Party but which Person is not itself an Agreement Party, the term “Sanctions Party” shall not include a portfolio company of such Person or the officers or directors of such portfolio company unless such Person would otherwise be included in the definition of Sanctions Party. “Scheduled Payment”: Each scheduled payment of principal and/or interest required to be made by an Obligor on the related Loan, as adjusted pursuant to the terms of the related Underlying Instruments, if applicable. “Second Lien Loan”: Any Loan that (x)(i) is secured by a pledge of collateral which security interest is validly perfected and second priority security under Applicable Law (subject to Liens permitted by the applicable Underlying Instruments), (ii) is either pari passu or second priority in right of payment with the Indebtedness of the holders of the first priority security USActive 37382726.2937382726.32 41 interest and (iii) pursuant to an intercreditor agreement between the Borrower and the holder of such first priority security interest, the amount of Indebtedness covered by such first priority security interest is limited in terms of aggregate outstanding amount or percent of outstanding principal or (y) is designated by the Administrative Agent as a “Second Lien Loan” on the related Approval Notice. “Secured Party”: (i) Each Lender, (ii) the Administrative Agent and (iii) the Collateral Custodian. “Securities Account”: The meaning specified in Section 8-501(a) of the UCC. “Securities Account Control Agreement”: The Third Amended and Restated Account Control Agreement, dated as of the date hereof, among the Borrower, as the pledgor, the Administrative Agent and Wells Fargo, as the Collateral Custodian and as the Securities Intermediary, as the same may be amended, modified, waived, supplemented or restated from time to time. “Securities Act”: The U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. “Securities Intermediary”: A Person, including a bank or broker, that in the ordinary course of its business maintains Securities Accounts for others and is acting in that capacity. “Security Certificate”: The meaning specified in Section 8-102(a)(16) of the UCC. “Security Entitlement”: The meaning specified in Section 8-102(a)(17) of the UCC. “Shareholders’ Equity”: The aggregate net asset value of New Mountain Finance Corporation determined under GAAP. “SOFR”: A rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” means the Federal Reserve Bank of New York (or any successor administrator). “SOFR Administrator’s Website” means the website of the SOFR Administrator, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. “Solvent”: As to any Person at any time, having a state of affairs such that all of the following conditions are met: (a) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b) the present fair saleable value of the property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including USActive 37382726.2937382726.32 42

---

disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in a business or a transaction, and does not propose to engage in a business or a transaction, for which such Person’s property assets would constitute unreasonably small capital. “Special Purpose Provision”: The meaning specified in the Borrower LLC Agreement. “Structuring Fee”: The meaning specified in the applicable Fee Letter. “Subsidiary”: As to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. “Swingline Advance”: Any swingline loan made by the Swingline Lender to the Borrower pursuant to Section 2.1, and all such swingline loans collectively as the context requires. “Swingline Commitment”: The commitment of the Swingline Lender to fund Swingline Advances, subject to the terms and conditions herein, in an amount not greater than $50,000,000 (without regard to any future reimbursement of Swingline Advances by the Revolving Lenders), as such amount may be reduced, increased or assigned from time to time pursuant to the provisions of this Agreement. The Swingline Commitment is a sub-limit of the Commitment of the Swingline Lender, in its capacity as a Revolving Lender hereunder, and is not in addition thereto. “Swingline Lender”: The meaning specified in the Preamble. “Swingline Refund Date”: The meaning specified in Section 2.15(a). “Taxable Entity”: The BDC. “Taxable Entity Agreement”: The collective reference to the organizational documents of the BDC. “Taxes”: Any present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “Termination Date”: The earliest of (a) the date of the termination in whole of the Facility Amount pursuant to Section 2.3(a), (b) the Facility Maturity Date and (c) the date of the declaration of the Termination Date or the date of the automatic occurrence of the Termination Date pursuant to Section 9.2(a). “Third Amendment Closing Date”: May 7, 2019. USActive 37382726.2937382726.32 43 “Total Leverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Total Leverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in the case of any Loan with respect to which the related Underlying Instruments do not include a definition of “Total Leverage Ratio” or comparable definition, the ratio of (i) the total Indebtedness (including, without limitation, such Loan) of the applicable Obligor as of the date of determination minus the Unrestricted Cash of such Obligor as of such date to (ii) EBITDA of such Obligor with respect to the applicable Relevant Test Period, as calculated by the Borrower and Collateral Manager in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor in accordance with the requirements of the related Underlying Instruments. “Transaction”: The meaning specified in Section 3.2. “Transaction Documents”: This Agreement, the Securities Account Control Agreement, any Joinder Supplement, each Fee Letter, each Promissory Note and the Collateral Custodian Fee Letter. “Unadjusted Benchmark Replacement”: The Benchmark Replacement excluding the Benchmark Replacement Adjustment. “UCC”: The Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions. “Uncertificated Security”: The meaning specified in Section 8-102(a)(l8) of the UCC. “Underlying Assets”: With respect to a Loan, any property or other assets designated and pledged as collateral to secure repayment of such Loan, including, without limitation, to the extent provided for in the relevant Underlying Instruments, a pledge of the stock, membership or other ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets. “Underlying Instruments”: The loan agreement, credit agreement, indenture or other agreement pursuant to which a Loan or Permitted Investment has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Loan or Permitted Investment or of which the holders of such Loan or Permitted Investment are the beneficiaries. “United States”: The United States of America. “Unfunded Exposure Account”: One or more Securities Accounts created and maintained on the books and records of the Collateral Custodian entitled “Unfunded Exposure Account” in the name of the Borrower and subject to the Lien of the Administrative Agent for the benefit of the Secured Parties. USActive 37382726.2937382726.32 44 “Unfunded Exposure Amount”: On any date of determination, with respect to any Loan, the aggregate amount (without duplication) of all (i) unfunded commitments and (ii) all standby or contingent commitments associated with such Loan. “Unfunded Exposure Equity Amount”: On any date of determination, an aggregate amount equal to the sum, for each Loan, of (a) the Unfunded Exposure Amount for such Loan minus (b) the product of (i) the Unfunded Exposure Amount for such Loan, (ii) the Advance Rate for such Loan and (iii) the Assigned Value of such Loan. “Unrestricted Cash”: The meaning of “Unrestricted Cash” or any comparable definition or term in the Underlying Instruments for each Loan, and in any case that “Unrestricted Cash” or such comparable definition is not defined or otherwise set forth in such Underlying Instruments, all cash available for use for general corporate purposes and not held in any reserve account or legally or contractually restricted for any particular purposes or subject to any lien (other than blanket liens permitted under or granted in accordance with such Underlying Instruments), as reflected on the most recent financial statements of the relevant Obligor that have been delivered to the Borrower. “Unused Facility Amount”: At any time, (a) the Facility Amount minus (b) the Advances Outstanding at such time. “USA Patriot Act”: The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. “U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. “U.S. Person”: Any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code. “U.S. Special Resolution Regime”: Each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. “U.S. Tax Compliance Certificate”: The meaning assigned to such term in Section 2.13(g). “Value Adjustment Event”: With respect to any Loan, the occurrence of any one or more of the following events after the related Funding Date: (a) (i) solely with respect to any First Lien Loan or any First Lien Last Out Loan, the Net Senior Leverage Ratio for any Relevant Test Period of the related Obligor with respect to such Loan is (A) greater than 3.50 and (B) greater than 0.75 higher than the Original Net Senior Leverage Ratio and (ii) solely with respect to any Designated Loan or Second Lien Loan, the Total Leverage Ratio of the related Obligor with respect to such Loan is (A) greater USActive 37382726.2937382726.32 45 than 4.00 and (B) greater than 0.75 higher than the Original Total Leverage Ratio; provided that in connection with any Revenue Recognition Implementation or any Operating Lease Implementation, the Administrative Agent may retroactively adjust the Net Senior Leverage Ratio or the Total Leverage Ratio for any Loan as determined on the related Funding Date; (b) the Cash Interest Coverage Ratio for any Relevant Test Period of the related Obligor with respect to such Loan is (i) less than 1.50 to 1.00 and (ii) less than 85% of the Original Cash Interest Coverage Ratio (or, if applicable, the Cash Interest Coverage Ratio as of the related Recurring Revenue Reclassification Date); provided that in connection with any Revenue Recognition Implementation or any Operating Lease Implementation, the Administrative Agent may retroactively adjust the Cash Interest Coverage Ratio for any Loan as determined on the related Funding Date; (c) solely with respect to Recurring Revenue Loans, the Recurring Revenue Loan Gross Leverage Ratio with respect to such Eligible Loan increases by greater than 10.0% from such ratio at the time the asset was first acquired by the Borrower; (d) solely with respect to Recurring Revenue Loans, either (i) the recurring revenue covenants for such Eligible Loan fail to be replaced with traditional cash flow leverage lending covenants by the Recurring Revenue Loan Covenant Flip Scheduled Date or (ii) the Recurring Revenue Loan Covenant Flip Scheduled Date is extended; (e) solely with respect to Recurring Revenue Loans, such Loan fails to maintain a liquidity amount of at least (x) 1.20 greater than the applicable “liquidity covenant” (or such comparable definition or term) in the related Underlying Instruments or (y) if such “liquidity covenant” is not available in the related Underlying Instruments, the amount determined by the Administrative Agent in its sole discretion and set forth on the applicable Approval Notice for such Loan; (f) any of (i) a payment default under such Loan (after giving effect to any applicable grace or cure periods, but in any case not to exceed five (5) Business Days, in accordance with the Underlying Instruments), (ii) a default under such Loan, together with the election by any Person or group of Persons authorized to exercise any rights or remedies by the applicable Underlying Instruments (including, without limitation, the Borrower) to enforce any of their respective rights or remedies (including, without limitation, acceleration of the Loan) pursuant to the applicable Underlying Instruments or (iii) an Insolvency Event with respect to the related Obligor; (g) the occurrence of a Material Modification with respect to such Loan; or (h) the failure to deliver (i) with respect to quarterly reports, any financial statements (including unaudited financial statements) to the Administrative Agent sufficient to calculate the Net Senior Leverage Ratio, the Total Leverage Ratio or the Cash Interest Coverage Ratio of the related Obligor by the date that is no later than eighty (80) days after the end of the first, second or third quarter of any fiscal year and (ii) with respect to annual reports, any audited financial statements to the Administrative Agent sufficient to calculate the Net Senior Leverage USActive 37382726.2937382726.32 46

---

Ratio, the Total Leverage Ratio or the Cash Interest Coverage Ratio of the related Obligor by the date that is no later than one hundred and sixty (160) days after the end of any fiscal year. “Volcker Rule”: Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder. “Weighted Average Advance Rate”: As of any date of determination with respect to all Eligible Loans on such date (a) the sum of the products for each Eligible Loan of (i) such Eligible Loan’s Advance Rate and (ii) such Eligible Loan’s OLB minus the portion, if any, of such Eligible Loan’s OLB included in the Excess Concentration Amount divided by (b) the Aggregate OLB on such date minus the Excess Concentration Amount. “Wells Fargo”: Wells Fargo Bank, National Association, a national banking association, and its successors and assigns. “Withholding Agent”: The Borrower, the Collateral Custodian and the Administrative Agent. “Write-Down and Conversion Powers”: With respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. Section 1.2. Other Terms. All accounting terms used but not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and used but not specifically defined herein, are used herein as defined in such Article 9. Section 1.3. Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” Section 1.4. Interpretation. In each Transaction Document, unless a contrary intention appears: (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Transaction Documents; (c) reference to any gender includes each other gender; (d) reference to day or days without further qualification means calendar days; USActive 37382726.2937382726.32 47 (e) reference to any time means Charlotte, North Carolina time; (f) reference to any agreement (including any Transaction Document), document or instrument means such agreement, document or instrument as amended, modified, waived, supplemented, restated or replaced and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of the other Transaction Documents, and reference to any promissory note includes any promissory note that is an extension or renewal thereof or a substitute or replacement therefor; (g) reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any Section or other provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision; (h) if any date for compliance with the terms or conditions of any Transaction Document falls due on a day which is not a Business Day, then such due date shall be deemed to be the immediately following Business Day; (i) reference to any delivery or transfer to the Collateral Custodian with respect to the Collateral in this Agreement means delivery or transfer to the Collateral Custodian for the benefit of the Administrative Agent on behalf of the Secured Parties; (j) the word “including” is not limiting and means “including without limitation;” (k) the word “any” is not limiting and means “any and all” unless the context clearly requires or the language provides otherwise; (l) references herein to the knowledge or actual knowledge of a Person shall mean the actual knowledge following due inquiry of a responsible officer of such Person; (m) for purposes of this Agreement, an Event of Default shall be deemed to be continuing until it is waived in accordance with Section 12.1; and (n) unless otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement or any other Transaction Document, the Borrower and Administrative Agent shall negotiate in good faith to amend such covenant to preserve the original intent in light of such change; provided, that, until so amended, (i) such covenant shall continue to be computed in accordance with the application of generally accepted accounting principles prior to such change and (ii) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant made before and after giving effect to such change in generally accepted accounting principles. USActive 37382726.2937382726.32 48 (o) the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the continuation of, administration of, submission of, calculation of or any other matter related to Daily Simple SOFR or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 12.1, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Daily Simple SOFR such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and their Affiliates or other related entities may engage in transactions that affect the calculation of a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. ARTICLE II. THE ADVANCES Section 2.1. The Advances. (a) Loan Advances. During the Revolving Period, the Borrower may, at its option, request the Revolving Lenders to make advances of funds (each, a “Loan Advance”) by delivering a Funding Notice with respect to such Loan Advance to the Administrative Agent, which shall provide notification to the Revolving Lenders with respect thereto, in an aggregate amount up to the Availability as of the proposed Funding Date of the Loan Advance; provided, however, that no Revolving Lender shall be obligated to make any Loan Advance on or after the date that is two (2) Business Days prior to the earlier to occur of the applicable Revolving Period End Date or the Termination Date. Following the receipt of a Funding Notice during the Revolving Period, subject to the terms and conditions hereinafter set forth, the Revolving Lenders shall fund such Loan Advance. (b) Swingline Advances. During the Revolving Period, the Borrower may, at its option, request the Swingline Lender make Swingline Advances to the Borrower by delivering a Funding Notice with respect to such requested Swingline Advance to the Administrative Agent, which shall forward such Funding Notice to the Swingline Lender and provide notification to the Revolving Lenders with respect thereto. Following the receipt of a Funding Notice during the Revolving Period, subject to the terms and conditions hereinafter set forth, the Swingline Lender shall make the requested Swingline Advances to the Borrower; USActive 37382726.2937382726.32 49 provided that the Swingline Lender shall not fund any Swingline Advance if, after giving effect to the amount of the Swingline Advance requested, (i) in the sole discretion of the Swingline Lender, a Default or Event of Default exists or would result therefrom, (ii) the Advances Outstanding would exceed the Borrowing Base or (iii) the aggregate amount of Advances and Swingline Advances made by the Swingline Lender would exceed the Commitment of the Swingline Lender. (c) The Borrower may, with the written consent of the Administrative Agent, (x) add additional Persons as Revolving Lenders or (y) increase the Commitment of any Revolving Lender and, in each case increase the aggregate Commitments hereunder; provided that, (1) the Commitment of any Lender may only be increased with the prior written consent of such Lender and the Administrative Agent and (2) the Facility Amount shall not exceed $800,000,000. Each additional Revolving Lender shall become a party hereto by executing and delivering to the Administrative Agent and the Borrower a Joinder Supplement and a representation letter in the form of Exhibit I. Upon such increase, Annex A hereto shall be deemed to be revised to reflect such increase in such Lender’s Commitment and those terms set forth on Annex C shall be revised as set forth therein in accordance with such increase. For the avoidance of doubt, on the FifthEighth Amendment Closing Date the Facility Amount shall be $730,000,000 and on any subsequent date of determination, the terms set forth on Annex C shall vary in accordance with the Facility Amount then in effect (including, prior to the earlier to occur of the end of the Revolving Period or the Termination Date, in connection with a permanent reduction of the Facility Amount). The Borrower, or the Collateral Manager on its behalf, may at any time request Annex C to be revised so long as it has received prior written consent from the Administrative Agent and the Required Lenders. (d) Advances to be made for the purpose of refunding Swingline Advances shall be made by the Revolving Lenders as provided in Section 2.15. Section 2.2. Procedures for Advances by the Lenders. (a) Subject to the limitations set forth herein, the Borrower may request an Advance from the Lenders by delivering to the Administrative Agent at certain times the information and documents set forth in this Section 2.2. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Revolving Lenders and/or the Swingline Lender, as applicable, with respect thereto. (b) With respect to (i) all Loan Advances, no later than 3:00 p.m. on the Business Day prior to the proposed Funding Date and (ii) all Swingline Advances, no later than 3:00 p.m. on the proposed Funding Date, the Borrower (or the Collateral Manager on its behalf) shall deliver: (i) to the Administrative Agent (which shall promptly deliver to each Revolving Lender or, in the case of any Swingline Advance, the Swingline Lender) and the Collateral Custodian a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof; USActive 37382726.2937382726.32 50

---

(ii) to the Administrative Agent a description of the Obligor and the Loan(s) to be funded by the proposed Advance; (iii) to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; (iv) to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice which shall (a) specify the desired amount of such Advance, which amount must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Delayed Draw Loan or Revolving Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loan(s) to be financed on such Funding Date (including the appropriate file number, Obligor, original loan balance, OLB, Assigned Value and Purchase Price for each Loan) and, with respect to any Delayed Draw Loan or Revolving Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.2(e) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent (x) after 3:00 p.m. on the Business Day prior to the Business Day for which such Advance (other than a Swingline Advance) is requested, (y) after 3:00 p.m. on the Business Day on which a Swingline Advance is requested or (z) on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent at 9:00 a.m. on the next Business Day. (c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(a) or (b), as applicable, and upon satisfaction of the applicable conditions set forth in Article III: (i) in the case of a Loan Advance, (x) each Lender shall make available to the Administrative Agent in same day funds, by no later than 12:00 noon, an amount equal to such Lender’s Pro Rata Share of the least of (A) the amount requested by the Borrower for such Advance, (B) the aggregate unused Commitments then in effect and (C) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Borrowing Base and (y) the Administrative Agent shall make all funds received from the Lenders under clause (x) available to the Borrower in same day funds by wire transfer to the account designated by the Borrower in the Funding Notice given pursuant to this Section 2.2; or (ii) in the case of a Swingline Advance, the Swingline Lender shall make available to the Borrower in same day funds, by wire transfer to the account designated by Borrower in the Funding Notice given pursuant to this Section 2.2, an amount equal to the least of (i) the amount requested by the Borrower for such Swingline Advance, (ii) the positive difference between (A) the Swingline Commitment then in effect and (B) the aggregate outstanding Swingline Advances as of such date and (iii) the maximum amount that, after taking into account the proposed use of the proceeds of such Swingline Advance, could be advanced to USActive 37382726.2937382726.32 51 the Borrower hereunder without causing the Advances Outstanding to exceed the Borrowing Base. (d) On each Funding Date, the obligation of each Revolving Lender to remit its Pro Rata Share of any such Loan Advance shall be several from that of each other Revolving Lender and the failure of any Revolving Lender to so make such amount available to the Borrower shall not relieve any other Revolving Lender of its obligation hereunder. (e) Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date with respect to all the Commitments, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested), the Revolving Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b) as if the Revolving Period were still in effect and notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Borrowing Base. Section 2.3. Reduction of the Facility Amount; Optional Repayments. (a) The Borrower shall be entitled at its option to terminate the Facility Amount in whole or reduce in part the portion of the Facility Amount that exceeds the sum of the Advances Outstanding, accrued Interest and Breakage Costs; provided that (i) the Borrower shall provide a Repayment Notice to the Administrative Agent at least one (1) Business Day prior to such termination or reduction, (ii) any partial reduction of the Facility Amount shall be in an amount equal to $5,000,000 and in integral multiples of $500,000 in excess thereof and (iii) in the case of such termination or reduction on or prior to the first anniversary of the FifthEighth Amendment Closing Date (other than to the extent set forth in Section 2.3(d)), the Borrower shall pay to each Lender the applicable Commitment Reduction Fee in accordance with Section 2.7 or Section 2.8, as applicable. Any request for a reduction or termination pursuant to this Section 2.3(a) shall be irrevocable. The Commitment of each Lender shall be reduced by an amount equal to its Pro Rata Share (prior to giving effect to any reduction of Commitments hereunder) of the aggregate amount of any reduction under this Section 2.3(a). (b) The Borrower shall be entitled at its option, at any time, to reduce Advances Outstanding; provided that (i) the Borrower shall provide a Repayment Notice to the Administrative Agent at least one (1) Business Day prior to such reduction and (ii) any reduction of Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce Advances Outstanding such that the Required Advance Reduction Amount is equal to zero) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof. In connection with any such reduction of Advances Outstanding, the Borrower shall deliver to the Administrative Agent, which shall promptly deliver to each Lender, (1) instructions to reduce such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with all accrued Interest and any Breakage Costs; provided that, USActive 37382726.2937382726.32 52 the Advances Outstanding will not be reduced unless sufficient funds have been remitted to pay the related accrued Interest and Breakage Costs, if any, in full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.3(b) to (x) unless a Default or an Event of Default has occurred, if directed by the Borrower, the pro rata reduction of the Advances Outstanding of the Non-Extending Lenders or (y) otherwise, the pro rata reduction of the Advances Outstanding, to the payment of accrued Interest on the amount of the Advances Outstanding to be repaid and to the payment of any Breakage Costs. Any Advance so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment pursuant to this Section 2.3(b) shall be irrevocable. (c) At any time after the nine-month anniversary of the A&R Effective Date and prior to the end of the Revolving Period, the Borrower may deliver to the Administrative Agent (which shall promptly deliver the same to the Lenders) a notice requesting that the Revolving Period be extended and specifying the requested length of such extension. Each Lender shall have the right in its sole discretion to approve (each such Lender, an “Extending Lender”) or deny (each such Lender, a “Non-Extending Lender”) any such extension request and shall notify the Administrative Agent within ten (10) Business Days of its determination. Upon written notice from the Administrative Agent to the Borrower (with a copy to each Extending Lender), the Revolving Period shall be extended to such date as is approved by each Extending Lender for all purposes hereof (and clause (a) of the definition of “Revolving Period End Date” shall be deemed amended). The Extending Lenders (on a pro rata basis) shall have the right to purchase the Commitments of the Non-Extending Lenders and any Commitments of the Non-Extending Lenders not so purchased (or assigned pursuant to Section 12.16) shall be terminated on the Revolving Period End Date immediately prior to giving effect to such extension. Non-Extending Lenders will receive payments on their Advances Outstanding in accordance with the terms hereof until their Advances Outstanding are reduced to zero, at which point they will cease to be Lenders hereunder. (d) Notwithstanding anything to the contrary in Section 2.3(a), no Commitment Reduction Fee shall be payable by the Borrower in the event that (A) such termination or permanent reduction occurs no sooner than the date which is one year following the FifthEighth Amendment Closing Date, (B) such termination or permanent reduction occurs as a result of a refinancing of this credit facility in connection with (x) any transaction for which the Administrative Agent or any of its affiliates holds at least 25.0% of the aggregate commitments of such refinancing or (y) a distributed capital markets offering or (C) such permanent reduction results solely in the amortization of the Facility Amount and any Loans released from the Lien of the Administrative Agent as a result of such reduction are not used to collateralize a replacement financing facility during the 90-day period following the date of the release of such Lien. Section 2.4. Determination of Interest and Non-Usage Fee. The Administrative Agent shall determine the Interest (including unpaid Interest related thereto, if any, due and payable on a prior Payment Date) and the Non-Usage Fee (including any previously accrued and unpaid Non-Usage Fee) to be paid by the Borrower on each Payment USActive 37382726.2937382726.32 53 Date for the related Accrual Period and shall advise the Collateral Manager thereof on the third Business Day prior to such Payment Date. Section 2.5. Promissory Notes. (a) The Borrower shall, upon the request of a Lender, execute and deliver a Promissory Note evidencing the Advances of such Lender. Each such Promissory Note shall be payable to such Lender in a face amount equal to such Lender’s Commitment as of the date of delivery for such Promissory Note. (b) If any Lender elects not to receive a Promissory Note, all references herein and the other Transaction Documents to such Lender’s Promissory Note shall be deemed to mean the Advances outstanding with respect to such Lender. The parties hereto acknowledge and agree that the provisions herein and the other Transaction Documents related to the Lenders hereunder shall apply to each Lender regardless of whether such Lender has received a Promissory Note. Section 2.6. Principal Repayments. (a) Unless sooner prepaid pursuant to the terms hereof, the Advances Outstanding shall be repaid in full on the Termination Date (or, with respect to any Non-Extending Lender, the earlier to occur of (x) the two-year anniversary of the termination of its Commitment and (y) the Termination Date) or on such later date as is agreed to in writing by the Borrower, the Collateral Manager, the Administrative Agent and each Lender (or, with respect to any Non-Extending Lender, the Borrower, the Administrative Agent and such Non-Extending Lender). (b) At the Borrower’s option in its sole discretion, it may take any of the following actions at any time to reduce the Required Advance Reduction Amount: (i) depositing Cash into the Principal Collection Account; (ii) repaying Advances Outstanding in accordance with Section 2.3(b); and/or (iii) posting additional Eligible Loans as Collateral. Section 2.7. Settlement Procedures. (a) On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount USActive 37382726.2937382726.32 54

---

payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s Share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (3) pro rata to the Administrative Agent and each Lender, all fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (4) pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (5) pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee; (6) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (7) pro rata to each applicable party, to pay all other accrued and unpaid Administrative Expenses and Taxes; and (8) (A) during a Default, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Collateral Manager). (b) On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the extent not paid pursuant to Section 2.7(a)(2), pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any USActive 37382726.2937382726.32 55 unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (5) to the extent not paid pursuant to Section 2.7(a)(5), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee; (6) during the Revolving Period, (x) to each Non-Extending Lender to pay Advances Outstanding in an amount equal to the Pro Rata Share of such Non-Extending Lender and (y) the remainder as directed by the Collateral Manager, to (A) repay Advances Outstanding, (B) return cash to the Principal Collection Account for application in accordance with the terms hereof and/or (C) unless a Default or Curable BDC Asset Coverage Event has occurred and is continuing, or after giving effect to such distribution the Availability is less than zero, to be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Collateral Manager); (7) after the end of the Revolving Period and to the extent not paid pursuant to Section 2.7(a)(6), to the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (8) after the end of the Revolving Period or after the occurrence and during the continuation of a Curable BDC Asset Coverage Event, to the Lenders to pay the Advances Outstanding; (9) to the extent not paid pursuant to Section 2.7(a)(7), pro rata to each applicable party to pay all other Administrative Expenses and Taxes; and (10) (A) during a Default, to remain in the Principal Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Collateral Manager). (c) The Collateral Manager may, in its sole discretion, direct the Collateral Custodian to make a payment to the Borrower from the Principal Collection Account on any Business Day other than a Payment Date if, both immediately prior and after giving effect to such payment (i) the Availability is greater than zero and (ii) no Default, Event of Default or Curable BDC Asset Coverage Event has occurred and is continuing. USActive 37382726.2937382726.32 56 (d) Subject to the satisfaction of the conditions set forth in Section 3.2, the Collateral Manager may direct the Collateral Custodian to withdraw funds on deposit in the Principal Collection Account on any Business Day in order to reinvest such funds in Eligible Loans to be pledged hereunder. Section 2.8. Alternate Settlement Procedures. On each Payment Date following the occurrence of and during the continuation of an Event of Default, the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1), Section 2.7(b)(1) and this Section 2.8(1) shall not exceed $100,000 per annum; (2) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (3) pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (4) pro rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction Fee; (5) pro rata to each applicable party, to pay all other Administrative Expenses and Taxes; and (6) any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Collateral Manager). Section 2.9. Collections and Allocations. (a) Collections. The Collateral Manager shall promptly identify any collections received as being on account of Interest Collections or Principal Collections and shall transfer, or cause to be transferred, all Collections received to the appropriate Collection Account within two Business Days after such Collections are received. The Collateral Manager shall USActive 37382726.2937382726.32 57 include a statement as to the amount of Principal Collections and Interest Collections on deposit on each Reporting Date in the Borrowing Base Certificate delivered pursuant to Section 5.1(p). (b) Excluded Amounts. With the prior written consent of the Administrative Agent, the Collateral Manager may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Collateral Manager has, prior to such withdrawal and consent, delivered to the Administrative Agent (which shall promptly deliver a copy thereof to each Lender) a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent. (c) Initial Deposits. On each Funding Date, the Collateral Manager will instruct the related Obligor to deposit all Collections with respect to Collateral being acquired by the Borrower on such date into the Collection Account. (d) Investment of Funds. Unless a Collateral Manager Default or an Event of Default has occurred and is continuing, to the extent there are uninvested amounts deposited in the Collection Account, all such amounts shall be invested in Permitted Investments selected by the Collateral Manager on each Payment Date (or pursuant to standing instructions provided by the Collateral Manager); provided that, if a Collateral Manager Default or an Event of Default has occurred and is continuing, to the extent there are uninvested amounts in the Collection Account, all such amounts may be invested in Permitted Investments selected by the Administrative Agent (or pursuant to standing instructions provided by the Administrative Agent). All earnings (net of losses and investment expenses) thereon shall be retained or deposited into the applicable Collection Account and shall be applied on each Payment Date pursuant to the provisions of Section 2.7 or Section 2.8 (as applicable). (e) Unfunded Exposure Account. (i) Amounts on deposit in the Unfunded Exposure Account may be withdrawn (A) by the Collateral Custodian pursuant to Section 2.9(e)(ii) to fund any draw requests of the relevant Obligors under any Delayed Draw Loan or Revolving Loan or (B) if the amount on deposit in the Unfunded Exposure Account exceeds the Aggregate Unfunded Exposure Amount, by the Borrower (or the Collateral Manager on the Borrower’s behalf) to make a deposit into the Principal Collection Account to the extent of such excess. (ii) After the end of the Revolving Period, any draw request made by an Obligor under a Delayed Draw Loan or Revolving Loan, along with wiring instructions for the applicable Obligor, shall be forwarded by the Collateral Manager (on the Borrower’s behalf) to the Collateral Custodian (with a copy to the Administrative Agent) along with an instruction to the Collateral Custodian to withdraw the applicable amount from the Unfunded Exposure Account. Upon receipt of, and in accordance with, such instruction, the Collateral Custodian shall fund such draw request directly from the Unfunded Exposure Account. (f) For all U.S. federal tax reporting purposes, all income earned on the funds invested and allocable to the Accounts is legally owned by the Borrower (and beneficially owned by the Borrower or the Collateral Manager). The Borrower is required to provide to the Collateral Custodian (i) an IRS Form W-9 no later than the date hereof, and (ii) any additional USActive 37382726.2937382726.32 58

---

IRS forms (or updated versions of any previously submitted IRS forms) or other documentation upon the reasonable request of the Collateral Custodian as may be necessary (a) to reduce or eliminate the imposition of U.S. withholding taxes and (b) to permit the Collateral Custodian to fulfill its tax reporting obligations under applicable law with respect to the Accounts or any amounts paid to the Borrower. The Borrower is further required to report to the Collateral Custodian comparable information upon any change in the legal or beneficial ownership of the income allocable to the Accounts. The Collateral Custodian shall have no liability to the Borrower or any other person in connection with any tax withholding amounts paid, or retained for payment, to a governmental authority from the Accounts arising from the Borrower’s failure to timely provide an accurate, correct and complete IRS Form W-9 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be invested with respect to such Accounts absent the Collateral Custodian having first received (x) instructions with respect to the investment of such funds, and (y) the forms and other documentation required by this paragraph. Section 2.10. Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Collateral Manager hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due in lawful money of the United States in immediately available funds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Collateral Manager, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 5.25% per annum above the Prime Rate, payable on demand; provided that, such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the basis of a year consisting of 360 days (other than calculations with respect to the Base Rate and the Non-Usage Fee, which shall each be based on a year consisting of 365 or 366 days, as applicable) for the actual number of days elapsed. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs then due pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Advance requested by the Borrower is not effectuated as a result of the Borrower’s actions or failure to fulfill any condition under Section 3.2, as the case may be, on the date specified therefor, the Borrower shall indemnify the applicable Lender against any reasonable loss, cost or expense incurred by the applicable Lender, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the applicable Lender to fund or maintain such Advance, but excluding the Applicable Spread. USActive 37382726.2937382726.32 59 Section 2.11. Fees. (a) The Borrower shall pay or cause to be paid in accordance with Sections 2.7 and 2.8, the applicable Non-Usage Fee. (b) The Borrower shall pay or cause to be paid in accordance with Sections 2.7 and 2.8, in the manner specified in each Fee Letter, the applicable portion of each Structuring Fee. (c) The Collateral Custodian shall be entitled to receive the Collateral Custodian Fee in accordance with Sections 2.7 and 2.8. (d) The Borrower shall pay to Cadwalader, Wickersham & Taft LLP as counsel to the Administrative Agent on the A&R Effective Date, its reasonable estimated fees and out-of-pocket expenses through the A&R Effective Date, and shall pay all additional reasonable fees and out-of-pocket expenses of Cadwalader, Wickersham & Taft LLP required to be paid by the Borrower hereunder and on the immediately following Payment Date after its receipt of an invoice therefor in accordance with the terms of Section 2.7 or 2.8, as applicable. Section 2.12. Increased Costs; Capital Adequacy; Illegality. (a) If either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by an Affected Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case, adopted, made or implemented after the A&R Effective Date, shall (a) subject any Affected Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (b) impose, modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (c) impose any other condition (other than Taxes) affecting the ownership interest in the Collateral conveyed to the Lenders hereunder or any Affected Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to any Affected Party or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement or under any other Transaction Document, then on the later of the next Payment Date and 30 days after receipt by the Borrower of demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party USActive 37382726.2937382726.32 60 with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, in each case, adopted, made or implemented after the A&R Effective Date, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, on the later of the next Payment Date and 30 days after receipt by the Borrower of demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction; provided that notwithstanding anything in this Section 2.12(b) to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law” for the purposes of clause (i) above, regardless of the date enacted, adopted or issued. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12 that occurs after the A&R Effective Date, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then on the later of the next Payment Date and 30 days after receipt by the Borrower of demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.12, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.12 shall submit to the Collateral Manager a written description as to such additional or increased cost or reduction and the calculation thereof, which written description shall be conclusive absent manifest error. (e) If a Disruption Event as described in clause (a) of the definition of “Disruption Event” with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the affected Lender in respect of which Interest accrues at the Benchmark shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate in accordance with the definition of “Interest Rate”. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Affected Party pursuant to this Section USActive 37382726.2937382726.32 61 2.12 for any amounts incurred more than six (6) months prior to the date that such Affected Party notifies the Borrower of such Affected Party’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include the period of such retroactive effect. (g) Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that, no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be disadvantageous to such Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any other entities to which Lenders provide financing. In no event will Borrower be responsible for any increased amounts or reduced return referred to in this Section 2.12 resulting from any Lender subject to a Bail-In Action being deemed a Defaulting Lender or such Lender not receiving interest on Advances that it does not fund as a result of a Bail-In Action. Section 2.13. Taxes. (a) Defined Terms. For purposes of this Section 2.13, the term “applicable law” includes FATCA. (b) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.13) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. (c) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (d) Indemnification by the Borrower. The Borrower shall indemnify each Recipient, on the later of the next Payment Date and 30 days after receipt by the Borrower of demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.13) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower USActive 37382726.2937382726.32 62

---

by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.16(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Transaction Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Transaction Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). (f) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.13, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (g) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Collateral Custodian and the Administrative Agent, at the time or times reasonably requested by the Borrower, the Collateral Custodian or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Collateral Custodian or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower, the Collateral Custodian or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower, the Collateral Custodian or the Administrative Agent as will enable the Borrower, the Collateral Custodian or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.13(g)(ii)(1), (ii)(2) and (ii)(4) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (1) any Lender that is a U.S. Person shall deliver to the Borrower, the Collateral Custodian and the Administrative Agent on or prior to the date USActive 37382726.2937382726.32 63 on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Collateral Custodian or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (2) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Collateral Custodian and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Collateral Custodian or the Administrative Agent), whichever of the following is applicable: i. in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; ii. executed copies of IRS Form W-8ECI; iii. in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit L-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable); or iv. to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit L-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-4 on behalf of each such direct and indirect partner; (3) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Collateral Custodian and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Collateral Custodian or the Administrative Agent), executed copies of any other form prescribed by applicable USActive 37382726.2937382726.32 64 law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower, the Collateral Custodian or the Administrative Agent to determine the withholding or deduction required to be made; and (4) if a payment made to a Lender under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower, the Collateral Custodian and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower, the Collateral Custodian or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower, the Collateral Custodian or the Administrative Agent as may be necessary for the Borrower, the Collateral Custodian and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (4), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower, the Collateral Custodian and the Administrative Agent in writing of its legal inability to do so. (h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.13 (including by the payment of additional amounts pursuant to this Section 2.13), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.13 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to USActive 37382726.2937382726.32 65 require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (i) Survival. Each party’s obligations under this Section 2.13 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Transaction Document. Section 2.14. Discretionary Sales. (a) Discretionary Sales. The Borrower shall be permitted to sell Loans (each, a “Discretionary Sale”) subject to the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that, the Borrower may make a Discretionary Sale to an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion; (v) on the related Discretionary Sale Date, the Administrative Agent and/or the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); USActive 37382726.2937382726.32 66

---

(vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(b)(v) and (y) normal transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold or intended to be sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period; provided that, any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales. (b) Notices to Lenders. The Administrative Agent shall provide the Lenders with copies of any notices (and, if requested by the Lenders, other materials) received by the Administrative Agent pursuant to this Section 2.14 in connection with any Discretionary Sale. Section 2.15. Refunding of Swingline Advances. (a) Each Swingline Advance shall be refunded by the Revolving Lenders on the second Business Day following the date of such Swingline Advance (each such date, a “Swingline Refund Date”). Such refundings shall be made by the Revolving Lenders in accordance with their respective Pro Rata Shares and shall thereafter be reflected as Advances of the Revolving Lenders on the books and records of the Administrative Agent. Each Revolving Lender shall fund its respective Pro Rata Share of Advances as required to repay Swingline Advances outstanding to the Swingline Lender no later than 12:00 noon on the applicable Swingline Refund Date. (b) The Borrower shall pay to the Swingline Lender, within twenty-two (22) days of demand, the amount of such Swingline Advances to the extent amounts received from the Revolving Lenders are not sufficient to repay in full the outstanding Swingline Advances requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Revolving Lenders in accordance with their respective Pro Rata Shares. Nothing in this clause (b) is intended to or shall relieve any Lender from any default in its funding obligations under this Agreement. (c) Each Revolving Lender acknowledges and agrees that its obligation to refund Swingline Advances in accordance with the terms of this Section 2.15 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 3.2. Further, each Revolving Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Advances pursuant to this Section 2.15, an Insolvency Event relating to the Borrower or the Collateral Manager shall have occurred, each Revolving Lender will, on the date the applicable Advance would have been made, purchase an undivided participating interest in the Swingline USActive 37382726.2937382726.32 67 Advance to be refunded in an amount equal to its Pro Rata Share of the aggregate amount of such Swingline Advance. Each Revolving Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Revolving Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swingline Advance, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Revolving Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded). (d) Notwithstanding anything to the contrary contained in this Section 2.15, the Swingline Lender shall not be obligated to make any Swingline Advance at a time when any other Lender is a Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.16(a)(iii)) with respect to any such Defaulting Lender. Section 2.16. Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law: (i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 12.1. (ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment of any amounts owing by that Defaulting Lender to the Swingline Lender; third, if so determined by the Administrative Agent or the Swingline Lender, to be held as cash collateral for future funding obligations of that Defaulting Lender of any participation in a Swingline Loan; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Advances under this Agreement; sixth, to the payment of any amounts owing to the Revolving Lenders or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Revolving Lender or the Swingline Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of USActive 37382726.2937382726.32 68 competent jurisdiction obtained by such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Advances or funded participations in Swingline Loans in respect of which that Defaulting Lender has not fully funded its Pro Rata Share, such payment shall be applied solely to pay the Advances and funded participations in Swingline Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances, or funded participations in Swingline Loans, of that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.16 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swingline Loans pursuant to Section 2.15(c), the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that (x) each such reallocation shall be given effect only if the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swingline Loans shall not exceed the positive difference, if any, of (A) the Commitment of that non-Defaulting Lender minus (B) the aggregate outstanding principal amount of the Advances of that Lender. (iv) Promptly on demand by the Swingline Lender or the Administrative Agent from time to time, the Borrower shall prepay Swingline Loans in an amount of all Fronting Exposure with respect to the Swingline Lender (after giving effect to clause (iii) above). (v) For any period during which that Lender is a Defaulting Lender, that Defaulting Lender shall not be entitled to receive any Non-Usage Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender). (b) If the Administrative Agent and the Swingline Lender in their respective sole discretion determine that a Defaulting Lender should no longer be deemed to be a Defaulting Lender (provided in the case of a Defaulting Lender pursuant to clause (iv) or (v) of such term or that has defaulted in the funding of an Advance, which default remains uncured, such determination shall require the consent of the Borrower), the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Advances of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Advances to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares (without giving effect to Section 2.16(a)(iii) above), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the USActive 37382726.2937382726.32 69 extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. ARTICLE III. CONDITIONS TO CLOSING AND ADVANCES Section 3.1. Conditions to Amendment and Restatement. Neither any Lender, the Administrative Agent nor the Collateral Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied in the sole discretion of, or waived in writing by, the Administrative Agent: (a) Each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative Agent; (b) The Administrative Agent shall have received satisfactory evidence that the Borrower and the Collateral Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby; (c) The Borrower and the Collateral Manager shall each have delivered to the Administrative Agent a certification in the form of Exhibit D; (d) The Borrower and the Collateral Manager shall each have delivered to the Administrative Agent a certificate as to whether such entity is Solvent in the form of Exhibit C. (e) The Collateral Manager shall have delivered to the Administrative Agent certification that no Default, Event of Default, Change of Control or Collateral Manager Default has occurred and is continuing. (f) The Administrative Agent shall have received, with a counterpart for each Lender, the executed legal opinion or opinions of Schulte Roth & Zabel LLP counsel to the Borrower, covering (i) enforceability, grant and perfection of the security interests on the Collateral and (ii) non-consolidation of the Borrower with the Collateral Manager, in each case in form and substance reasonably acceptable to the Administrative Agent. (g) The Administrative Agent and each Lender shall have received copies of the Credit and Collection Policy. (h) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the A&R Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money USActive 37382726.2937382726.32 70

---

laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. (i) The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Borrower and the Collateral Manager (i) in the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect. (j) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent. (k) The Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of the Administrative Agent) to be received on the A&R Effective Date referred to herein to the extent invoiced. (l) No “Default”, “Event of Default” or “Collateral Manager Termination Event” is continuing under the Existing A&R Loan and Security Agreement. (m) Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that U.S. law requires each Lender and the Administrative Agent to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower. Section 3.2. Conditions Precedent to All Advances. (a) Each Advance under this Agreement and each reinvestment of Principal Collections pursuant to Section 2.7(d) (each, a “Transaction”) shall be subject to the further conditions precedent that: (i) with respect to (A) any Loan Advance, the Collateral Manager shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian) no later than 3:00 p.m. one (1) Business Day prior to the related Funding Date or (B) any Swingline Advance, the Collateral Manager shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian) no later than 3:00 p.m. on the related Funding Date: (1) the documents required by Section 2.2(b) and a Loan Schedule; and USActive 37382726.2937382726.32 71 (2) a Certificate of Assignment substantially in the form of Exhibit F containing such additional information as may be reasonably requested by the Administrative Agent and each Lender; (ii) with respect to any reinvestment of Principal Collections permitted by Section 2.7(d), the Collateral Manager shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian), no later than 3:00 p.m. on the Business Day prior to any such reinvestment, a Reinvestment Notice in the form of Exhibit A-3 and a Borrowing Base Certificate, executed by the Collateral Manager and the Borrower; (b) On the date of such Transaction the following shall be true and correct and the Borrower and the Collateral Manager shall have certified in the related Borrower’s Notice that all conditions precedent to the requested Transaction have been satisfied and shall thereby be deemed to have certified that: (i) The representations and warranties contained in Section 4.1 and Section 4.2 are true and correct in all respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day (other than any representation and warranty that is made as of a specific date); (ii) No event has occurred, or would result from such Transaction or from the application of proceeds thereof, that constitutes an Event of Default, Default or Collateral Manager Default; (iii) On and as of such day, after giving effect to such Transaction, the Availability is greater than or equal to zero; (iv) On and as of such day, the Borrower and the Collateral Manager each has performed all of the covenants and agreements contained in this Agreement to be performed by such Person on or prior to such day; (v) No Applicable Law prohibits or enjoins the making of such Advance by any Lender or the proposed reinvestment of Principal Collections; and (vi) No Curable BDC Asset Coverage Event has occurred and is continuing. (c) The Revolving Period End Date with respect to the all the Commitments or the Termination Date shall not have occurred; (d) On the date of such Transaction, the Administrative Agent shall have received such other approvals, opinions or documents as the Administrative Agent may reasonably require; (e) The Borrower and Collateral Manager shall have delivered to the Administrative Agent all reports required to be delivered as of the date of such Transaction including, without limitation, all deliveries required by Section 2.2; USActive 37382726.2937382726.32 72 (f) The Borrower shall have paid all fees then required to be paid and, without duplication of Section 2.11, shall have reimbursed the Lenders, the Collateral Custodian and the Administrative Agent for all fees, costs and expenses then required to be paid of closing the transactions contemplated hereunder and under the other Transaction Documents, including the reasonable attorney fees and any other legal and document preparation costs incurred by the Lenders, the Collateral Custodian and the Administrative Agent; (g) The Borrower shall have received a copy of the related Approval Notice; and (h) In connection with each Transaction, the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent) on the date of the related Transaction, an emailed copy of the duly executed original promissory notes for each such Loan in respect of which a promissory note is issued (or, in the case of any Noteless Loan, a fully executed assignment agreement), and, if any Loans are closed in escrow, a certificate (in the form of Exhibit J) from the closing attorneys of such Loan confirming the possession of the Required Loan Documents; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Checklist and the Required Loan Documents to be in the possession of the Collateral Custodian within ten (10) Business Days of any related Advance Date with respect to any Loan. The failure of the Borrower to satisfy any of the foregoing conditions precedent in respect of any Advance shall give rise to a right of the Administrative Agent, which right may be exercised at any time on the demand of the Required Lenders, to rescind the related Advance and direct the Borrower to pay to the Administrative Agent for the benefit of the Lenders an amount equal to the Advances made during any such time that any of the foregoing conditions precedent were not satisfied. Section 3.3. Custodianship; Transfer of Loans and Permitted Investments. (a) The Administrative Agent shall hold all Certificated Securities (whether Loans or Permitted Investments) and Instruments in physical form at the Corporate Trust Office. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower and which is a Qualified Institution. (b) Each time that the Borrower shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall, if such Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already been delivered to the Collateral Custodian in accordance with the requirements set forth in the definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation in accordance with the requirements set forth in the definition of “Required Loan Documents” to the Collateral Custodian to be credited by the Collateral Custodian to the Collateral Account in accordance with the terms of this Agreement. The security interest of the Administrative Agent in the funds or other property utilized in USActive 37382726.2937382726.32 73 connection with such acquisition shall, immediately and without further action on the part of the Administrative Agent, be released. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Loans or Permitted Investments acquired by the Borrower to be transferred to the Collateral Custodian for credit by the Collateral Custodian to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior (subject to Permitted Liens) to that of any other creditor of the Borrower (whether now existing or hereafter acquired): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at the Corporate Trust Office and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at the Corporate Trust Office; (ii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective; (iii) in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Securities Account Control Agreement; (iv) in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the State of Delaware. (d) The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower. ARTICLE IV. REPRESENTATIONS AND WARRANTIES Section 4.1. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows as of the A&R Effective Date, each Funding Date, and as of each other date provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to be) USActive 37382726.2937382726.32 74

---

made; provided that the representation set forth in Section 4.1(dd) shall be made only as of the A&R Effective Date: (a) Organization and Good Standing. The Borrower has been duly organized, and is validly existing as a limited liability company in good standing, under the laws of the State of Delaware, with all requisite limited liability company power and authority to own or lease its properties and conduct its business as such business is presently conducted, and had at all relevant times, and now has all necessary power, authority and legal right to acquire, own and sell the Collateral. (b) Due Qualification. The Borrower is (i) duly qualified to do business and is in good standing as a limited liability company in its jurisdiction of formation, and (ii) has obtained all necessary qualifications, licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to be so qualified or to have obtained such licenses or approvals could not reasonably be expected to have a Material Adverse Effect. (c) Power and Authority; Due Authorization; Execution and Delivery. The Borrower (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each Transaction Document to which it is a party, and (b) carry out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary limited liability company action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer and assignment of an ownership and security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower. (d) Binding Obligation. Each Transaction Document to which the Borrower is a party constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and by general principles of equity (whether considered in a suit at law or in equity). (e) No Violation. The consummation of the transactions contemplated by each Transaction Document to which it is a party and the fulfillment of the terms thereof will not (i) in any material respect conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Borrower’s certificate of formation, operating agreement or any Contractual Obligation of the Borrower, (ii) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the Borrower’s properties pursuant to the terms of any such Contractual Obligation or (iii) violate any Applicable Law in any material respect. (f) Agreements. The Borrower is not a party to any agreement or instrument or subject to any limited liability company restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect. The Borrower is not in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its USActive 37382726.2937382726.32 75 properties or assets are or may be bound, where such defaults could reasonably be expected to result in a Material Adverse Effect. (g) No Proceedings. There is no litigation, proceeding or investigation pending or, to the knowledge of the Borrower, threatened against the Borrower, before any Governmental Authority (i) asserting the invalidity of any Transaction Document to which the Borrower is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by any Transaction Document to which the Borrower is a party or (iii) that could reasonably be expected to have Material Adverse Effect. (h) All Consents Required. All approvals, authorizations, consents, orders, licenses, filings or other actions of any Person or of any Governmental Authority (if any) required for the due execution, delivery and performance by the Borrower of each Transaction Document to which the Borrower is a party have been obtained. (i) Bulk Sales. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not require compliance with any “bulk sales” act or similar law by the Borrower. (j) Solvency. The Borrower is not the subject of any Insolvency Proceedings or Insolvency Event. The transactions under the Transaction Documents to which the Borrower is a party do not and will not render the Borrower not Solvent. (k) Taxes. (i) The Borrower is a “disregarded entity” of the Collateral Manager for U.S. federal income tax purposes. (ii) The Borrower has filed or caused to be filed all U.S. federal and other material tax and information returns that are required to be filed by it and has paid or made adequate provisions for the payment of all U.S. federal and other material Taxes and all material assessments made against it or any of its property (other than any amount of Tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Borrower or the Taxable Entity, as applicable), and no U.S. federal or other material tax lien (other than a Permitted Lien in respect of Taxes) has been filed and, to the Borrower’s knowledge, no claim is being asserted, with respect to any such Tax, fee or other charge (other than any claim the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Borrower or the Taxable Entity, as applicable). (l) Exchange Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or in the other Transaction Documents (including, without limitation, the use of the proceeds from the transfer of the Collateral) will violate or result in a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase, and no proceeds from the Advances will be used to carry or purchase, any “margin stock” within the USActive 37382726.2937382726.32 76 meaning of Regulation U or to extend “purpose credit” within the meaning of Regulation U. The foregoing shall not restrict the receipt by the Borrower of any Equity Security as a result of a workout or restructuring of any Obligor of a Loan. (m) Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC and is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; (ii) the Collateral is comprised of “instruments”, “security entitlements”, “general intangibles”, “certificated securities”, “uncertificated securities”, “securities accounts”, “investment property” and “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(m)(i); (iii) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to one of the Accounts and the securities intermediary for each Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account; and (3) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in the Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (iv) all Accounts constitute “securities accounts” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; (v) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens) of any Person; (vi) the Borrower has received all consents and approvals required by the terms of any Loan to the granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties; USActive 37382726.2937382726.32 77 (vii) the Borrower has taken all necessary steps to authorize the Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the Borrower’s jurisdiction of organization; (viii) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of any collateral included in the Collateral other than any financing statement in favor of the Administrative Agent or that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. There are no judgments against the Borrower; (ix) all original executed copies of each underlying promissory note that constitute or evidence each Loan that is evidenced by a promissory note has been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; (x) the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note (if any) that evidence all Loans evidenced by a promissory note solely on behalf of the Administrative Agent for the benefit of the Secured Parties; (xi) none of the underlying promissory notes (if any) that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent on behalf of the Secured Parties; (xii) with respect to Collateral that constitutes an Uncertificated Security, the Borrower has caused the Administrative Agent to gain “control” of such Collateral pursuant to Section 8-106(c) of the UCC and (B) such control remains effective; and (xiii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective. (n) Reports Accurate. All information, exhibits, financial statements, documents, books, records or reports furnished by the Borrower to the Administrative Agent or any Lender in connection with this Agreement are true, complete and correct in all material respects. (o) Location of Offices. The Borrower’s location (within the meaning of Article 9 of the UCC) is, and at all times has been, the State of Delaware. The Borrower’s Federal Employer Identification Number is correctly set forth on Exhibit D. The Borrower has not changed its name (whether by amendment of its certificate of formation, by reorganization or USActive 37382726.2937382726.32 78

---

otherwise) or its jurisdiction of organization and has not changed its location within the four (4) months preceding the A&R Effective Date (or, if less, the period of time since its formation). (p) Collection Account. The Collection Accounts (including any sub accounts thereof) are the only accounts to which Collections on the Collateral are sent. (q) Legal Name. The Borrower’s exact legal name is New Mountain Finance Holdings, L.L.C. (r) Value Given. The Borrower shall have given reasonably equivalent value to the applicable third party seller of Collateral in consideration for the transfer to the Borrower of the Collateral, and no such transfer shall have been made for or on account of an antecedent debt, and no such transfer is or may be voidable or subject to avoidance under any section of the Bankruptcy Code. (s) Accounting. The Borrower accounts for the transfers to it of interests in Collateral as sales for legal (other than tax) purposes on its books, records and financial statements, in each case consistent with GAAP and with the requirements set forth herein. (t) Special Purpose Entity. The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt and management of Collateral, the transfer and pledge of Collateral under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral, (b) Permitted Investments and (c) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents; (iii) merge into or consolidate with any Person, dissolve, terminate or liquidate in whole or in part, transfer, divide or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof) or change its jurisdiction of formation, without in each case first obtaining the prior written consent of the Administrative Agent and each Lender, or except as permitted by this Agreement, change its legal structure; (iv) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or amend, modify, terminate the provisions of its operating agreement other than in accordance with the terms thereof, or fail to comply with the provisions of its operating agreement or otherwise fail to observe limited liability company formalities; (v) own any Subsidiary or make any Investment in any Person (other than Permitted Investments) without the consent of the Administrative Agent; (vi) except as permitted by this Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; USActive 37382726.2937382726.32 79 (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its bank accounts separate and apart from those of any other Person, other than as expressly provided in the Transaction Documents; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents, (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arms-length basis with third parties other than such Person and (c) as otherwise permitted under the Transaction Documents; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identity of the Borrower and the BDC or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to maintain separate company records and books of account; provided, however, that the Borrower’s assets and liabilities may be included in a consolidated financial statement of the BDC so long as the separateness of the Borrower from the BDC and the unavailability of the Borrower’s assets and credit to satisfy the debts and other obligations of USActive 37382726.2937382726.32 80 the BDC are disclosed by the BDC within all public filings that contain such consolidated financial statements; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any; (xxi) acquire the obligations or securities of its Affiliates or stockholders; (xxii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space, if any, provided by an Affiliate or services performed by any employee of an Affiliate; (xxiii) fail to use separate checks bearing its own name; (xxiv) pledge its assets to secure the obligations of any other Person; (xxv) (A) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who is not currently (a) a manager, officer, employee or Affiliate of the Borrower or any major creditor, or a manager, officer or employee of any such Affiliate (other than an independent manager or similar position of the Borrower, the BDC or an Affiliate), or (ii) the beneficial owner of any limited liability company interests of the Borrower or any voting, investment or other ownership interests of any Affiliate of the Borrower or of any major creditor or (B) fail to ensure that all limited liability company action relating to the selection, maintenance or replacement of the Independent Manager are duly authorized by the unanimous vote of the board of managers (including the Independent Manager) except as otherwise permitted pursuant to the Borrower LLC Agreement; (xxvi) fail to provide that the unanimous consent of all members (including the consent of the Independent Manager) is required for the Borrower to take any Material Action; and (xxvii) take or refrain from taking, as applicable, each of the activities specified in the non-consolidation opinion of Schulte Roth & Zabel LLP, dated as of the date hereof upon which the conclusions expressed therein are based. (u) 1940 Act. The Borrower is not required to register as an “investment company” within the meaning of the 1940 Act. (v) ERISA. Except as would not reasonably be expected to constitute a Material Adverse Effect, (i) the present value of all benefits vested under all “employee pension benefit plans,” as such term is defined in Section 3 of ERISA which are subject to Title IV of ERISA and maintained by the Borrower, or in which employees of the Borrower are entitled to participate, other than a Multiemployer Plan (the “Pension Plans”), does not exceed the value of the assets of the Pension Plan allocable to such vested benefits (based on the value of such assets USActive 37382726.2937382726.32 81 as of the most recent annual financial statements reflecting such amounts), (ii) no non-exempt prohibited transactions, failures to satisfy minimum funding standards, withdrawals or reportable events within the meaning of 4043 of ERISA, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, (each a “Reportable Event”) have occurred with respect to any Pension Plans that, in the aggregate, could subject the Borrower to any material tax, penalty or other liability and (iii) no notice of intent to terminate a Pension Plan has been filed, nor has any Pension Plan been terminated under Section 4041(f) of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a trustee to administer a Pension Plan and no event has occurred or condition exists that might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan. (w) Compliance with Law. The Borrower has complied in all material respects with all Applicable Law to which it may be subject, and no item of Collateral contravenes in any material respect any Applicable Law (including, without limitation, all applicable predatory and abusive lending laws, laws, rules and regulations relating to licensing, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy). (x) Collections. The Borrower acknowledges that all Collections received by it or its Affiliates with respect to the Collateral transferred hereunder are held and shall be held in trust for the benefit of the Secured Parties until deposited into the Collection Account within two Business Days after receipt as required herein. (y) Amendments. No Loan has been amended, modified or waived, except for amendments, modifications or waivers, if any, to such Collateral otherwise permitted under Section 6.4(a) and in accordance with the Credit and Collection Policy. (z) Full Payment. As of the Funding Date thereof, the Borrower has no knowledge of any fact which should lead it to expect that any Loan will not be repaid by the Borrower in full. (aa) Accuracy of Representations and Warranties. Each representation or warranty by the Borrower contained herein or in any report, financial statement, exhibit, schedule, certificate or other document furnished by the Borrower pursuant hereto, in connection herewith or in connection with the negotiation hereof is true and correct in all material respects. (bb) Members of the Borrower. The sole member of the Borrower is a U.S. Person. (cc) USA Patriot Act. Neither the Borrower nor any Affiliate of the Borrower is (i) a region, country, territory, organization, person or entity named on an Office of Foreign Asset Control (OFAC) list; (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the USA Patriot Act, i.e., a foreign bank that does not have a physical presence in any country and that is USActive 37382726.2937382726.32 82

---

not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA Patriot Act as warranting special measures due to money laundering concerns. (dd) Compliance with Other Agreements. The Borrower has complied at all times prior to the A&R Effective Date with the terms of its limited liability company agreement and the other agreements to which it is a party, including the Existing A&R Loan and Security Agreement. (ee) Sanctions. None of the Borrower nor any Person directly or indirectly controlling the Borrower, any Person directly or indirectly controlled by the Borrower and, to the Borrower’s knowledge, any other Sanctions Party of any of the foregoing: (a) is a Sanctioned Person, (b) is controlled by or is acting on behalf of a Sanctioned Person, (c) is, to the Borrower’s knowledge, under investigation for an alleged breach of Sanction(s) by a governmental authority that enforces Sanctions, or (d) will fund any repayment of the credit with proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause any Lender or any other party to this Agreement or any Sanctions Party to be in breach of any Sanctions. The Borrower will notify the Lenders and Administrative Agent in writing promptly after becoming aware of any breach of this section. (ff) Beneficial Ownership Certification. As of the Third Amendment Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. The representations and warranties in Section 4.1(m) shall survive the termination of this Agreement and such representations and warranties may not be waived by any party hereto without the consent of the Administrative Agent. Section 4.2. Representations and Warranties of the Borrower Relating to the Agreement and the Collateral. The Borrower hereby represents and warrants, as of the A&R Effective Date and as of each Funding Date: (a) Valid Security Interest. This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York. Upon the delivery to the Collateral Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian is located pursuant to Section 5.5(c)), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in Section 4.1(m) in the jurisdiction in which the Borrower is located, the security interest created hereby shall be a valid and first priority perfected security interest in all of the Collateral (subject to Permitted Liens) in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York. USActive 37382726.2937382726.32 83 (b) Eligibility of Collateral. The Borrower has conducted such due diligence and other review as it considered necessary with respect to the Loans set forth on Schedule III. As of the A&R Effective Date and each Funding Date, (i) the Loan Schedule and the information contained in each Funding Notice delivered pursuant to Section 2.2, is an accurate and complete listing in all material respects of all Loans included in the Collateral as of the related Funding Date and the information contained therein with respect to the identity of such Loans and the amounts owing thereunder is true, correct and complete in all material respects as of the related Funding Date, (ii) each such Loan included in the Borrowing Base is an Eligible Loan, (iii) each Loan included in the Collateral is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Applicable Laws in all material respects and (iv) with respect to each Loan included in the Collateral, all material consents, licenses, approvals or authorizations of or registrations or declarations of any Governmental Authority or any Person required to be obtained, effected or given by the Borrower in connection with the transfer of an ownership interest or security interest in such Collateral to the Administrative Agent as agent for the benefit of the Secured Parties have been duly obtained, effected or given and are in full force and effect. (c) No Fraud. Each Loan was acquired by the Borrower without any fraud or material misrepresentation. Section 4.3. Representations and Warranties of the Collateral Manager. The Collateral Manager represents and warrants as follows as of the A&R Effective Date, each Funding Date, and as of each other date provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to be) made: (a) Organization and Good Standing. The Collateral Manager has been duly organized, and is validly existing as a corporation in good standing, under the laws of the State of Delaware, with all requisite corporate power and authority to own or lease its properties and conduct its business as such business is presently conducted. (b) Due Qualification. The Collateral Manager is duly qualified to do business and is in good standing as a corporation, and has obtained all necessary qualifications, licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to be so qualified or in good standing or to have obtained such licenses or approvals could not reasonably be expected to have a Material Adverse Effect. (c) Power and Authority; Due Authorization; Execution and Delivery. The Collateral Manager (i) has all necessary corporate power, authority and legal right to (a) execute and deliver each Transaction Document to which it is a party, and (b) carry out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary corporate action, the execution, delivery and performance of each Transaction Document to which it is a party. This Agreement and each other Transaction Document to which the Collateral Manager is a party have been duly executed and delivered by the Collateral Manager. USActive 37382726.2937382726.32 84 (d) Binding Obligation. Each Transaction Document to which the Collateral Manager is a party constitutes a legal, valid and binding obligation of the Collateral Manager enforceable against the Collateral Manager in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and general principles of equity (whether considered in a suit at law or in equity). (e) No Violation. The consummation of the transactions contemplated by each Transaction Document to which it is a party and the fulfillment of the terms thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Collateral Manager’s certificate of formation, operating agreement or any Contractual Obligation of the Collateral Manager, (ii) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the Collateral Manager’s properties pursuant to the terms of any such Contractual Obligation, other than this Agreement, or (iii) violate any Applicable Law in any material respect. (f) No Proceedings. There is no litigation, proceeding or investigation pending or, to the knowledge of the Collateral Manager, threatened against the Collateral Manager, before any Governmental Authority (i) asserting the invalidity of any Transaction Document to which the Collateral Manager is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by any Transaction Document to which the Collateral Manager is a party or (iii) that could reasonably be expected to have Material Adverse Effect. (g) All Consents Required. All approvals, authorizations, consents, orders, licenses, filings or other actions of any Person or of any Governmental Authority (if any) required for the due execution, delivery and performance by the Collateral Manager of each Transaction Document to which the Collateral Manager is a party have been obtained. (h) Reports Accurate. All information, exhibits, financial statements, documents, books, records or reports furnished or to be furnished by the Collateral Manager to the Administrative Agent or any Lender in connection with this Agreement are true, complete and correct in all material respects. (i) Collections. The Collateral Manager acknowledges that all Collections received by it or its Affiliates with respect to the Collateral transferred or pledged hereunder are held and shall be held in trust for the benefit of the Secured Parties until deposited into the Collection Account within two (2) Business Days from receipt as required herein. (j) Solvency. The Collateral Manager is not the subject of any Insolvency Proceedings or Insolvency Event. The transactions under the Transaction Documents to which the Collateral Manager is a party do not and will not render the Collateral Manager not Solvent. (k) Taxes. The Collateral Manager is a U.S. Person and is treated as a corporation for U.S. federal income tax purposes. The Collateral Manager has filed or caused to be filed all U.S. federal and other material tax and information returns that are required to be filed by it and has paid or made adequate provisions for the payment of all U.S. federal and other material Taxes and all material assessments, in each case, that are due, made against it or any of its property (other than any amount of Tax the validity of which is currently being contested in USActive 37382726.2937382726.32 85 good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Collateral Manager), and no U.S. federal or other material tax lien (other than a Permitted Lien in respect of Taxes) has been filed and, to the Collateral Manager’s knowledge, no material claim is being asserted, with respect to any such Tax, fee or other charge. (l) ERISA. Except as would not reasonably be expected to constitute a Material Adverse Effect, (i) the present value of all benefits vested under all Pension Plans of the Collateral Manager does not exceed the value of the assets of the Pension Plan allocable to such vested benefits (based on the value of such assets as of the most recent annual financial statements reflecting such amounts), (ii) no Reportable Events have occurred with respect to any Pension Plans that, in the aggregate, could subject the Collateral Manager to any material tax, penalty or other liability and (iii) no notice of intent to terminate a Pension Plan has been filed, nor has any Pension Plan been terminated under Section 4041(f) of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a trustee to administer a Pension Plan and no event has occurred or condition exists that might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan. (m) 1940 Act. The Collateral Manager is regulated as a business development company under the 1940 Act. (n) Compliance with Law. The Collateral Manager has complied in all material respects with all Applicable Law to which it may be subject, and no item of Collateral contravenes in any material respect any Applicable Law (including, without limitation, all applicable predatory and abusive lending laws, laws, rules and regulations relating to licensing, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy). (o) No Material Adverse Effect. No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect on the Collateral Manager since January 14, 2014. (p) Actions of the Collateral Manager. The Collateral Manager acknowledges and agrees that, as of the date hereof, all of the Loans owned by the Borrower as of the A&R Effective Date (or subject to irrevocable commitments to purchase by the Borrower for settlement (as participations or assignments) after the A&R Effective Date) are owned by way of an assignment (and not a participation) and are as set forth on Schedule III and hereby consents to the acquisition by the Borrower on the A&R Effective Date (or, in respect of Loans with respect to which the Borrower has entered into irrevocable commitments to purchase as of the A&R Effective Date for settlement after the A&R Effective Date) of each Loan set forth on Schedule III. (q) Sanctions. None of the Collateral Manager, any Person directly or indirectly controlling the Collateral Manager nor any Person directly or indirectly controlled by the Collateral Manager and, to the Collateral Manager’s knowledge, any other Sanctions Party of any of the foregoing (a) is a Sanctioned Person, (b) is controlled by or is acting on behalf of a USActive 37382726.2937382726.32 86

---

Sanctioned Person, (c) is under investigation for an alleged breach of Sanction(s) by a governmental authority that enforces Sanctions, or (d) will fund any repayment of the credit with proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause any Lender or any other party to this Agreement or any Sanctions Party to be in breach of any Sanctions. The Collateral Manager will notify the Lenders and Administrative Agent in writing promptly after becoming aware of any breach of this section. Section 4.4. Representations and Warranties of the Collateral Custodian. The Collateral Custodian in its individual capacity and as Collateral Custodian represents and warrants as follows: (a) Organization; Power and Authority. It is a duly organized and validly existing national banking association in good standing under the laws of the United States. It has full corporate power, authority and legal right to execute, deliver and perform its obligations as Collateral Custodian under this Agreement. (b) Due Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have been duly authorized by all necessary association action on its part, either in its individual capacity or as Collateral Custodian, as the case may be. (c) No Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with, result in any breach of its articles of incorporation or bylaws or any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Collateral Custodian is a party or by which it or any of its property is bound. (d) No Violation. The execution and delivery of this Agreement, the performance of the Transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with or violate, in any material respect, any Applicable Law as to the Collateral Custodian. (e) All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Collateral Custodian, required in connection with the execution and delivery of this Agreement, the performance by the Collateral Custodian of the transactions contemplated hereby and the fulfillment by the Collateral Custodian of the terms hereof have been obtained. (f) Validity, Etc. This Agreement constitutes the legal, valid and binding obligation of the Collateral Custodian, enforceable against the Collateral Custodian in accordance with its terms, except as such enforceability may be limited by applicable Insolvency Laws and general principles of equity (whether considered in a suit at law or in equity). USActive 37382726.2937382726.32 87 ARTICLE V. GENERAL COVENANTS Section 5.1. Affirmative Covenants of the Borrower. The Borrower covenants and agrees with the Lenders that during the Covenant Compliance Period: (a) Compliance with Laws. The Borrower will comply in all material respects with all Applicable Laws, including those with respect to the Collateral or any part thereof. (b) Preservation of Company Existence. The Borrower will (i) preserve and maintain its limited liability company existence, rights, franchises and privileges in the jurisdiction of its formation, (ii) qualify and remain qualified in good standing as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect and (iii) maintain the Borrower LLC Agreement in full force and effect. (c) Performance and Compliance with Collateral. The Borrower will, at its expense, timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it under the Collateral, the Transaction Documents and all other agreements related to such Collateral. (d) Keeping of Records and Books of Account. The Borrower will keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. The Borrower will permit any representatives designated by the Administrative Agent to visit and inspect the financial records and the properties of such person at reasonable times and as often as reasonably requested, without unreasonably interfering with such party’s business and affairs and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefor, in each case, other than (x) material and affairs protected by the attorney-client privilege and (y) materials which such party may not disclose without violation of confidentiality obligations binding upon it; provided that the right of the Administrative Agent provided herein to visit and inspect the financial records and properties of the Borrower shall be limited to not more than two such visits and inspections in any fiscal year; provided further that, during the continuance of a Collateral Manager Default or an Event of Default, there shall be no limit to the number of such visits and inspections, and after the resolution of such Collateral Manager Default or Event of Default, the number of visits occurring in the current fiscal quarter shall be deemed to be zero. For the avoidance of doubt, the Administrative Agent may, and shall upon request of any Lender, permit each such requesting Lender to be included on any such visit and inspection, and shall use reasonably commercial efforts to schedule any visit on a day when such requesting Lenders desiring to attend such visit may be included. USActive 37382726.2937382726.32 88 (e) Protection of Interest in Collateral. With respect to the Collateral, the Borrower will (i) acquire such Collateral directly from a third party, (ii) (at the Collateral Manager’s expense) take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership of such Collateral free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including, without limitation, (a) with respect to the Loans and that portion of the Collateral in which a security interest may be perfected by filing and maintaining (at the Collateral Manager’s expense), effective financing statements against the Obligor in all necessary or appropriate filing offices, (including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments with respect thereto in such filing offices, (including any amendments thereto or assignments thereof) and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate, (iii) subject to Section 5.1(d) above, permit the Administrative Agent or its respective agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers or employees of the Borrower having knowledge of such matters, and (iv) take all additional action that the Administrative Agent may reasonably request to perfect, protect and more fully evidence the respective interests of the parties to this Agreement in the Collateral. (f) Deposit of Collections. (i) The Borrower shall, or shall cause the Collateral Manager to, instruct each Obligor to deliver all Collections to the applicable Collection Account. (ii) The Borrower shall promptly (but in no event later than two (2) Business Days after receipt) deposit all Collections received by such party in respect of the Collateral into the appropriate Collection Account as set forth in clause (i) above. (g) Special Purpose Entity. The Borrower shall be in compliance with the special purpose entity requirements set forth in Section 4.1(t). (h) Credit and Collection Policy. The Borrower will (a) comply in all material respects with the Credit and Collection Policy in regard to the Collateral, and (b) furnish to the Administrative Agent prior to its effective date, prompt written notice of any changes in the Credit and Collection Policy. The Borrower will not agree to or otherwise permit to occur any material change in the Credit and Collection Policy without the prior written consent of the Administrative Agent; provided that, no consent shall be required from the Administrative Agent in connection with any change mandated by Applicable Law or a Governmental Authority as evidenced by an Opinion of Counsel to that effect delivered to the Administrative Agent. (i) Events of Default. Promptly following the Borrower’s knowledge or notice of the occurrence of any Event of Default or Default, the Borrower will provide the Administrative Agent with written notice of the occurrence of such Event of Default or Default of which the Borrower has knowledge or has received notice. In addition, such notice will include a written statement of a Responsible Officer of the Borrower setting forth the details of such event and the action that the Borrower proposes to take with respect thereto. USActive 37382726.2937382726.32 89 (j) Obligations and Taxes. (i) The Borrower shall pay its material Indebtedness and other obligations promptly and in accordance with their terms and pay and discharge promptly when due all U.S. federal and other material Taxes and withholding Tax obligations before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a Lien (other than a Permitted Lien) upon such properties or any part thereof and enforce all material indemnities and rights against Obligors with respect to any U.S. federal and other material Tax or withholding Tax; provided, that such payment and discharge shall not be required with respect to any such U.S. federal and other Taxes or other obligations so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Borrower and/or the Taxable Entity, as appropriate, shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend collection of the contested obligation or Taxes and enforcement of a Lien. (ii) The Borrower will be a “disregarded entity” of the Collateral Manager for U.S. federal income tax purposes. (iii) The Borrower will file or cause to be filed all material tax and information returns that are required to be filed by it. (k) Use of Proceeds. The Borrower will use the proceeds of the Advances only to originate or acquire Loans (including to fund Delayed Draw Loans and Revolving Loans), to make distributions to its member in accordance with the terms hereof or to pay related expenses (including expenses payable hereunder). (l) Beneficial Ownership Regulation. Promptly following any request therefor, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver to the Administrative Agent information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation. (m) Adverse Claims. The Borrower will not create, or participate in the creation of, or permit to exist, any Liens on any of the Accounts other than the Lien created by this Agreement and other Permitted Liens. (n) Notices. The Borrower will furnish (or cause the Taxable Entity to furnish) to the Administrative Agent: (i) Income Tax Liability. Within ten (10) Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of, or assess or propose the collection of Taxes required to have been withheld by, the Borrower or the Taxable Entity which equal or exceed $1,000,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof; USActive 37382726.2937382726.32 90

---

(ii) Auditors’ Management Letters. Promptly after the receipt thereof, any auditors’ management letters are received by the Borrower or by its accountants; (iii) Representations and Warranties. Promptly after receiving knowledge or notice of the same, the Borrower shall notify the Administrative Agent if any representation or warranty set forth in Section 4.1 or Section 4.2 was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Administrative Agent a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent in the manner set forth in the preceding sentence before any Funding Date of any facts or circumstances within the knowledge of the Borrower which would render any of the said representations and warranties untrue as of such Funding Date; (iv) ERISA. Promptly after receiving notice of any “reportable event” (as defined in Title IV of ERISA) with respect to the Borrower (or any ERISA Affiliate thereof), a copy of such notice; (v) Proceedings. As soon as possible and in any event within three (3) Business Days after an executive officer of the Borrower receives notice or obtains knowledge thereof, notice of any settlement of, material judgment (including a material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any material labor controversy, material litigation, material action, material suit or material proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Collateral, the Transaction Documents, the Secured Parties’ interest in the Collateral, or the Borrower or the Collateral Manager; provided that, notwithstanding the foregoing, any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Collateral, the Transaction Documents, the Secured Parties’ interest in the Collateral, or the Borrower or the Collateral Manager in excess of $1,000,000 or more shall be deemed to be material for purposes of this Section 5.1(n); (vi) Notice of Certain Events. Promptly upon becoming aware thereof, notice of (1) any Collateral Manager Default, (2) any Value Adjustment Event, (3) any Change of Control, (4) any other event or circumstance that could reasonably be expected to have a Material Adverse Effect, (5) any event or circumstance whereby any Loan which was included in the latest calculation of the Borrowing Base as an Eligible Loan shall fail to meet one or more of the criteria (other than criteria waived by the Administrative Agent on or prior to the related Funding Date in respect of such Loan) listed in the definition of “Eligible Loan”, and (6) of the occurrence of any default by an Obligor on any Loan; (vii) Organizational Changes. As soon as possible and in any event within fifteen (15) Business Days after the effective date thereof, notice of any change in the name, jurisdiction of organization, organizational structure or location of records of the Borrower or the Collateral Manager; provided that, the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral; USActive 37382726.2937382726.32 91 (viii) Accounting Changes. As soon as possible and in any event within three (3) Business Days after the effective date thereof, notice of any change in the accounting policies of the Borrower; and (ix) Removal and Resignation of Independent Manager. No less than five (5) Business Days prior to any removal of the Independent Manager of any such removal, and within five (5) Business Days after any resignation of the Independent Manager. (o) Contest Recharacterization. The Borrower shall in good faith contest any attempt to recharacterize the treatment of the Loans as property of the bankruptcy estate of the Collateral Manager. (p) Payment Date Reporting. The Borrower shall deliver (or shall cause to be delivered) a Borrowing Base Certificate on each Reporting Date, determined as of the immediately preceding Determination Date. Each such Borrowing Base Certificate delivered immediately prior to a Payment Date shall contain instructions to the Collateral Custodian to withdraw on the related Payment Date from the applicable Collection Account and pay or transfer amounts set forth in such report in the manner specified, and in accordance with the priorities established, in Section 2.7 or Section 2.8, as applicable. (q) Borrower Financial Statements. Unless the Borrower is consolidated with the BDC for financial reporting purposes, the Borrower will submit to the Administrative Agent (which shall promptly deliver to each Lender), (A) within sixty (60) days after the end of each of its fiscal quarters (excluding the fiscal quarter ending on the date specified in clause (B)), consolidated unaudited financial statements of the Borrower for the most recent fiscal quarter, (B) within ninety (90) days after the end of each fiscal year, consolidated audited financial statements of the Borrower, audited by a firm of nationally recognized independent public accountants. (r) BDC Financial Statements. The Borrower will cause the BDC to submit to the Administrative Agent (which shall promptly deliver to each Lender), (A) within sixty (60) days after the end of each of its fiscal quarters (excluding the fiscal quarter ending on the date specified in clause (B)) consolidated unaudited financial statements of the BDC for the most recent fiscal quarter, (B) within ninety (90) days after the end of each fiscal year consolidated audited financial statements of the BDC, audited by a firm of nationally recognized independent public accountants. (s) BDC Assets. The Borrower will submit to the Administrative Agent (which shall promptly deliver to each Lender), on each BDC Reporting Date, a certification by a Responsible Officer of the BDC of the aggregate assets and commitments of the BDC and its consolidated Subsidiaries (determined in accordance with GAAP and Applicable Law) as of the end of the previous fiscal quarter. A “Curable BDC Asset Coverage Event” shall be deemed to occur if (i) the Asset Coverage Ratio of the BDC and its consolidated Subsidiaries on any BDC Reporting Date is less than 1.5:1, and (ii) no Permanent BDC Asset Coverage Event is continuing. A Curable BDC Asset Coverage Event shall be deemed to be continuing until the earlier of (x) the occurrence of a Permanent BDC Asset Coverage Event, and (y) any BDC USActive 37382726.2937382726.32 92 Reporting Date on which the Asset Coverage Ratio of the BDC and its consolidated Subsidiaries on a BDC Reporting Date is equal to or greater than 1.75:1. A “Permanent BDC Asset Coverage Event” shall be deemed to occur and be continuing if the Asset Coverage Ratio of the BDC and its consolidated Subsidiaries (determined in accordance with GAAP and Applicable Law) on three (3) consecutive BDC Reporting Dates is less than 1.5:1. Notwithstanding the foregoing, if (1) a Permanent BDC Asset Coverage Event occurs, and (2) the Asset Coverage Ratio of the BDC and its consolidated Subsidiaries on two (2) consecutive BDC Reporting Dates following such occurrence is equal to or greater than 1.75:1, then (A) such Permanent BDC Asset Coverage Event shall be deemed to be cured and no longer continuing for all purposes of this Agreement, and (B) the corresponding Event of Default under Section 9.1(l) shall be deemed to be waived by the Administrative Agent and the Required Lenders for all purposes of this Agreement pursuant to Section 12.1, in each case as of the second (2nd) of such BDC Reporting Dates. (t) BDC Status. The BDC will use its best efforts to continue to be regulated as a business development company under the 1940 Act. (u) Further Assurances. The Borrower will execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing UCC and other financing statements, agreements or instruments) that may be required under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Transaction Documents and in order to grant, preserve, protect and perfect the validity and first priority (subject to Permitted Liens) of the security interests and Liens created or intended to be created hereby. Such security interests and Liens will be created hereunder and the Borrower shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including legal opinions and lien searches) as it shall reasonably request to evidence compliance with this Section 5.1(r). The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority status of each such security interest and Lien. (v) Non-Consolidation. The Borrower shall at all times act in a manner such that each of the assumptions made by Schulte Roth & Zabel LLP in their opinion delivered pursuant to Section 3.1(f)(ii) is true and accurate in all material respects. The Borrower shall at all times observe and be in compliance in all material respects with all covenants and requirements in the Borrower LLC Agreement. (w) Compliance with Anti-Money Laundering Laws and Anti-Corruption Laws. The Borrower, any Person directly or indirectly controlling the Borrower, any Person directly or indirectly controlled by the Borrower and, to the Borrower’s knowledge, any other Sanctions Party of any of the foregoing shall: (a) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws, and shall maintain policies and procedures reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Corruption Laws, (b) conduct the requisite due diligence in connection with the transactions contemplated herein for purposes of complying with the Anti-Money Laundering Laws, (c) ensure it does not use any of the credit in violation of any Anti-Corruption Laws or Anti-Money Laundering Law, and (d) ensure it does not fund any repayment of the credit in violation of any Anti-Corruption USActive 37382726.2937382726.32 93 Laws or Anti-Money Laundering Laws. The Borrower shall, upon the request of the Administrative Agent from time to time, provide certification of the Borrower’s compliance with this Section 5.1(w). (x) Compliance with Sanctions. None of the Borrower, any Person directly or indirectly controlling the Borrower, any Person directly or indirectly controlled by the Borrower or, to the Borrower’s actual knowledge, any other Sanctions Party of any of the foregoing will, directly or indirectly, use the proceeds of any Loan hereunder, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person (i) to fund any activities or business of or with a Sanctioned Person, or (ii) in any manner that would be prohibited by Sanctions or would otherwise cause any Lender to be in breach of any Sanctions. Each Person shall comply with all applicable Sanctions in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance with Sanctions. The Borrower will notify each Lender and the Administrative Agent in writing promptly after becoming aware of any breach of this section. (y) Other. The Borrower will furnish to the Administrative Agent promptly, from time to time, such other information, documents, records or reports respecting the Collateral or the condition or operations, financial or otherwise, of the Collateral Manager or the Borrower as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent or the other Secured Parties under or as contemplated by this Agreement. Section 5.2. Negative Covenants of the Borrower. During the Covenant Compliance Period: (a) Other Business. The Borrower will not (i) engage in any business other than (A) entering into and performing its obligations under the Transaction Documents and other activities contemplated by the Transaction Documents, (B) the acquisition, ownership and management of the Collateral, (C) the sale or disposition of Loans and other Collateral as permitted hereunder and (D) offering or providing managerial assistance to any portfolio company of the BDC or the Borrower, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to the Transaction Documents or (iii) form any Subsidiary or make any Investment in any other Person (other than Permitted Investments). (b) Collateral Not to be Evidenced by Instruments. The Borrower will take no action to cause any Loan that is not, as of the A&R Effective Date or the related Funding Date, as the case may be, evidenced by an Instrument, to be so evidenced except in connection with the enforcement or collection of such Loan or unless such Instrument is promptly delivered to the Administrative Agent, together with an Indorsement in blank, as collateral security for such Loan. (c) Security Interests. Except as otherwise permitted herein or in respect of any Discretionary Sale, the Borrower will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any Collateral, whether now existing or hereafter transferred hereunder, or any interest therein. The USActive 37382726.2937382726.32 94

---

Borrower will promptly notify the Administrative Agent of the existence of any Lien (other than Permitted Liens) on any Collateral and the Borrower shall defend the right, title and interest of the Administrative Agent, as agent for the Secured Parties in, to and under the Collateral against all claims of third parties; provided that, nothing in this Section 5.2(c) shall prevent or be deemed to prohibit the Borrower from suffering to exist Permitted Liens upon any of the Collateral. (d) Mergers, Acquisitions, Sales, etc. The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or all or substantially all of the equity interests of any other Person (other than in connection with the enforcement or collection of any Loan or as a result of a workout or restructuring of an Obligor), or sell, transfer, divide, convey or lease all or substantially all of its assets, or sell or assign with or without recourse any Collateral or any interest therein (other than as otherwise permitted pursuant to this Agreement). (e) Change of Location of Underlying Instruments. The Borrower shall not, without the prior consent of the Administrative Agent, consent to the Collateral Custodian moving any Certificated Securities or Instruments from the Collateral Custodian office set forth in Section 5.5(c) on the A&R Effective Date, unless the Borrower has given at least thirty (30) days’ written notice to the Administrative Agent and has taken all actions required under the UCC of each relevant jurisdiction in order to ensure that the Secured Parties’ first priority perfected security interest (subject to Permitted Liens) continues in effect. (f) ERISA Matters. Except as would not reasonably be expected to constitute a Material Adverse Effect, the Borrower will not (a) engage or knowingly permit any ERISA Affiliate to engage in any prohibited transaction for which an exemption is not available or has not previously been obtained from the United States Department of Labor, (b) permit to exist any failure to satisfy minimum funding standards, as defined in Section 302(a) of ERISA and Section 412(a) of the Code, or funding deficiency with respect to any Pension Plan other than a Multiemployer Plan, (c) fail to make or knowingly permit any ERISA Affiliate to fail to make, any payments to a Multiemployer Plan that the Borrower or any ERISA Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto, (d) terminate any Pension Plan so as to result in any liability, or (e) permit to exist any occurrence of any Reportable Event with respect to a Pension Plan. (g) Borrower LLC Agreement. The Borrower will not amend, modify, waive or terminate (i) any provision of the Borrower LLC Agreement if such amendment, modification, waiver or termination would result in a Default, Event of Default or Material Adverse Effect or (ii) any Special Purpose Provision, in each case without the prior written consent of the Administrative Agent. (h) Changes in Payment Instructions to Obligors. The Borrower will not make any change, or permit the Collateral Manager to make any change, in its instructions to Obligors regarding payments to be made with respect to the Collateral to the Collection Account, unless (x) the change in such instructions is to comply with the terms of the Transaction Documents or (y) the Administrative Agent has consented to such change. USActive 37382726.2937382726.32 95 (i) Extension or Amendment of Collateral. The Borrower will not, except as otherwise permitted in Section 6.4(a), consent to the extension, amendment or other modification of the terms of any Loan without the prior written consent of the Administrative Agent. (j) Fiscal Year. The Borrower shall not change its fiscal year or method of accounting without providing the Administrative Agent with prior written notice (i) providing a detailed explanation of such changes and (ii) including a pro forma financial statements demonstrating the impact of such change. (k) Change of Control. The Borrower shall not enter into any transaction or agreement which results in a Change of Control. (l) Sole Ownership. The Borrower shall not have more than one (1) owner of its membership interests during the term of this Agreement. (m) Disregarded Entities. The Borrower shall not file any election or take any position to be other than a “disregarded entity” for U.S. tax purposes. Section 5.3. Affirmative Covenants of the Collateral Manager. The Collateral Manager covenants and agrees with the Lenders that during the Covenant Compliance Period: (a) Compliance with Law. The Collateral Manager will comply in all material respects with all Applicable Law, including those with respect to the Collateral or any part thereof. (b) Preservation of Company Existence. The Collateral Manager will (i) preserve and maintain its company existence, rights, franchises and privileges in the jurisdiction of its formation and (ii) qualify and remain qualified in good standing as a corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect. (c) Performance and Compliance with Collateral. The Collateral Manager will duly fulfill and comply with all obligations on the part of the Borrower to be fulfilled or complied with under or in connection with each item of Collateral and will do nothing to impair the rights of the Administrative Agent, as agent for the Secured Parties, or of the Secured Parties in, to and under the Collateral. (d) Keeping of Records and Books of Account. (i) The Collateral Manager will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Collateral in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Collateral and the identification of the Collateral. USActive 37382726.2937382726.32 96 (ii) The Collateral Manager shall permit the Administrative Agent and, upon the request of any Lender, each such requesting Lender or their respective designated representatives to visit the offices of the Collateral Manager during normal office hours and upon reasonable notice and examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers or employees of the Collateral Manager having knowledge of such matters; provided that the right of the Administrative Agent and any requesting Lender provided herein to visit and inspect the financial records and properties of the Collateral Manager shall be limited to not more than one (1) such visit and inspection in any fiscal quarter; provided further that after the occurrence of a Collateral Manager Default or an Event of Default and during its continuance, there shall be no limit to the number of such visits and inspections, and after the resolution of such Collateral Manager Default or Event of Default, the number of visits occurring in the current fiscal quarter shall be deemed to be zero. (iii) The Collateral Manager will on or prior to the date hereof, mark its master data processing records and other books and records relating to the Collateral with a legend, acceptable to the Administrative Agent, describing the pledge of the Collateral by the Borrower to the Administrative Agent as agent for the Secured Parties hereunder. (e) Preservation of Security Interest. The Collateral Manager (at its own expense) will authorize the Administrative Agent to file such financing and continuation statements and any other documents that may be required by any law or regulation of any Governmental Authority to preserve and protect fully the first priority perfected ownership and security interest of the Administrative Agent, as agent for the Secured Parties in, to and under the Loans and proceeds thereof and that portion of the Collateral in which a security interest may be perfected by filing. (f) Credit and Collection Policy. The Collateral Manager will (i) comply in all material respects with the Credit and Collection Policy in regard to the Collateral, and (ii) furnish to the Administrative Agent prior to its effective date, prompt written notice of any changes in the Credit and Collection Policy. The Collateral Manager will not agree to or otherwise permit to occur any material change in the Credit and Collection Policy without the prior written consent of the Administrative Agent; provided that, no consent shall be required from the Administrative Agent in connection with any change mandated by Applicable Law or a Governmental Authority as evidenced by an Opinion of Counsel to that effect delivered to the Administrative Agent. Compliance by the Collateral Manager with this covenant shall be deemed to constitute compliance by the Borrower with its corresponding obligations under Sections 5.1(h). (g) Events of Default. Promptly following the Collateral Manager’s knowledge or notice of the occurrence of any Event of Default or Default, the Collateral Manager will provide the Administrative Agent with written notice of the occurrence of such Event of Default or Default of which the Collateral Manager has knowledge or has received notice. In addition, such notice will include a written statement of a Responsible Officer of the Collateral Manager setting forth the details of such event and the action that the Collateral Manager proposes to take with respect thereto. USActive 37382726.2937382726.32 97 (h) Taxes. (i) The Collateral Manager shall pay its material Indebtedness and other obligations promptly and in accordance with their terms and timely pay and discharge promptly when due all U.S. federal and other material Taxes and withholding Tax obligations before the same shall become delinquent or in default, as well as all material lawful claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a Lien (other than a Permitted Lien) upon such properties or any part thereof and enforce all material indemnities and rights against Obligors and the Collateral Manager with respect to any U.S. federal and other material Tax or withholding Tax; provided, that such payment and discharge shall not be required with respect to any such U.S. federal and other Taxes or other obligations so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Collateral Manager shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend collection of the contested obligation or Taxes and enforcement of a Lien. The Collateral Manager shall file or cause to be filed all U.S. federal and other material Tax and information returns required to be filed by it. (ii) The Collateral Manager will be a U.S. Person and will be treated as a corporation for U.S. federal income tax purposes. (i) Other. The Collateral Manager will promptly furnish to the Administrative Agent such other information, documents, records or reports respecting the Collateral or the condition or operations, financial or otherwise, of the Collateral Manager as the Administrative Agent (on behalf of itself or any Lender) may from time to time reasonably request in order to protect the interests of the Administrative Agent or other Secured Parties under or as contemplated by this Agreement. (j) Proceedings. The Collateral Manager will furnish to the Administrative Agent, as soon as possible and in any event within three (3) Business Days after the Collateral Manager receives notice or obtains knowledge thereof, notice of any settlement of, material judgment (including a material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any material labor controversy, material litigation, material action, material suit or material proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Collateral, the Transaction Documents, the Secured Parties’ interest in the Collateral, or the Borrower, the Collateral Manager or any of their Affiliates; provided that, notwithstanding the foregoing, any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Collateral, the Transaction Documents, the Secured Parties’ interest in the Collateral, or the Borrower, the Collateral Manager or any of their Affiliates in excess of $1,000,000 or more shall be deemed to be material for purposes of this Section 5.3(j). (k) Deposit of Collections. The Collateral Manager shall promptly (but in no event later than two (2) Business Days after receipt) deposit into the Collection Account any and all Collections received by the Borrower or the Collateral Manager. (l) Required Notices. The Collateral Manager will furnish to the Administrative Agent, promptly upon becoming aware thereof, notice of (1) any Collateral USActive 37382726.2937382726.32 98

---

Manager Default, (2) any Value Adjustment Event, (3) any Change of Control, (4) any other event or circumstance that could reasonably be expected to have a Material Adverse Effect, (5) any event or circumstance whereby any Loan which was included in the latest calculation of the Borrowing Base as an Eligible Loan shall fail to meet one or more of the criteria (other than criteria waived by the Administrative Agent on or prior to the related Funding Date in respect of such Loan) listed in the definition of “Eligible Loan” or (6) the occurrence of any default by an Obligor on any Loan. (m) Accounting Changes. As soon as possible and in any event within three (3) Business Days after the effective date thereof, the Collateral Manager will provide to the Administrative Agent notice of any change in the accounting policies of the Collateral Manager. (n) Loan Register. The Collateral Manager will maintain, or cause to be maintained, with respect to each Noteless Loan with respect to which the Collateral Manager or an Affiliate thereof acts as administrative agent (or a comparable capacity), a register (each, a “Loan Register”) in which it will record, or cause to be recorded, (v) the principal amount of such Noteless Loan, (w) the amount of any principal or interest due and payable or to become due and payable from the Obligor thereunder, (x) the amount of any sum in respect of such Noteless Loan received from the related Obligor, (y) the date of origination of such Noteless Loan and (z) the maturity date of such Noteless Loan. At any time such a Noteless Loan is included in the Collateral, the Collateral Manager shall deliver to the Borrower, the Administrative Agent and the Collateral Custodian a copy of the related Loan Register, together with a certificate of a Responsible Officer of the Collateral Manager certifying to the accuracy of such Loan Register as of the date of acquisition of such Noteless Loan by the Borrower, all of which information may be included in the applicable Borrowing Base Certificate. (o) Collateral Manager Financial Statements. The Collateral Manager will submit to the Administrative Agent (which shall promptly deliver to each Lender), within ninety (90) days after each fiscal year of the Collateral Manager, consolidated audited financial statements of the Collateral Manager, audited by a firm of nationally recognized Independent public accountants. (p) Compliance with Anti-Money Laundering Laws and Anti-Corruption Laws. The Collateral Manager, any Person directly or indirectly controlling the Collateral Manager, any Person directly or indirectly controlled by the Collateral Manager and, to the Collateral Manager’s actual knowledge, any other Sanctions Party of any of the foregoing shall: (a) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws, and shall maintain policies and procedures reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Corruption Laws, (b) conduct the requisite due diligence in connection with the transactions contemplated herein for purposes of complying with the Anti-Money Laundering Laws, (c) ensure it does not use any of the credit in violation of any Anti-Corruption Laws or Anti-Money Laundering Law, and (d) ensure it does not fund any repayment of the credit in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws. The Collateral Manager shall, upon the request of the Administrative Agent from time to time, provide certification of the Collateral Manager’s compliance with this Section 5.3(p). USActive 37382726.2937382726.32 99 (q) Compliance with Sanctions. None of the Collateral Manager, any Person directly or indirectly controlling the Collateral Manager, any Person directly or indirectly controlled by the Collateral Manager or, to the Collateral Manager’s actual knowledge, any other Sanctions Party of any of the foregoing will, directly or indirectly, use the proceeds of any Loan hereunder, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person (i) to fund any activities or business of or with a Sanctioned Person, or (ii) in any manner that would be prohibited by Sanctions or would otherwise cause any Lender to be in breach of any Sanctions. The Collateral Manager, each Person directly or indirectly controlled by the Collateral Manager and, to the Collateral Manager’s actual knowledge, each other Sanctions Party shall comply with all applicable Sanctions in all material respects, and shall maintain policies and procedures reasonably designed to ensure compliance with Sanctions. The Collateral Manager will notify each Lender and the Administrative Agent in writing promptly after becoming aware of any breach of this section. Section 5.4. Negative Covenants of the Collateral Manager. During the Covenant Compliance Period: (a) Mergers, Acquisition, Sales, etc. The Collateral Manager will not be a party to any merger or consolidation, or sell, transfer, convey or lease all or substantially all of its assets, or sell or assign with or without recourse any Collateral or any interest therein (other than as otherwise permitted pursuant to this Agreement). (b) Change of Location of Underlying Instruments. The Collateral Manager shall not, without the prior consent of the Administrative Agent, consent to the Collateral Custodian moving any Certificated Securities or Instruments from the Collateral Custodian’s Corporate Trust Office on the A&R Effective Date, unless the Collateral Manager has given at least thirty (30) days’ written notice to the Administrative Agent and has authorized the Administrative Agent to take all actions required under the UCC of each relevant jurisdiction in order to continue the first priority perfected security interest of the Administrative Agent as agent for the Secured Parties in the Collateral. (c) Change in Payment Instructions to Obligors. The Collateral Manager will not make any change in its instructions to Obligors regarding payments to be made with respect to the Collateral to the Collection Account, unless (x) the change in such instructions is to comply with the terms of the Transaction Documents or (y) the Administrative Agent has consented to such change. (d) Extension or Amendment of Collateral. The Collateral Manager will not, except as otherwise permitted in Section 6.4(a),consent on behalf of the Borrower to the extension, amendment or modification to the terms of any Loan without the prior written consent of the Administrative Agent. (e) Members of the Borrower. The Collateral Manager shall not permit any Person which is not a “United States Person” within the meaning Section 7701(a)(30) of the Code to own any membership interests in the Borrower. USActive 37382726.2937382726.32 100 (f) Bankruptcy. The Collateral Manager will not cause the Borrower to file a voluntary petition under the Bankruptcy Code or Insolvency Laws. Section 5.5. Affirmative Covenants of the Collateral Custodian. During the Covenant Compliance Period: (a) Compliance with Law. The Collateral Custodian will comply in all material respects with all Applicable Law. (b) Preservation of Existence. The Collateral Custodian will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect. (c) Location of Underlying Instruments. Subject to Section 7.8, the Underlying Instruments shall remain at all times in the possession of the Collateral Custodian at its offices at 425 Hennepin Ave., Minneapolis, MN, 55414, unless notice of a different address is given in accordance with the terms hereof or unless the Administrative Agent agrees to allow certain Underlying Instruments to be released to the Collateral Manager on a temporary basis in accordance with the terms hereof, except as such Underlying Instruments may be released pursuant to this Agreement. Section 5.6. Negative Covenants of the Collateral Custodian. During the Covenant Compliance Period: (a) Underlying Instruments. The Collateral Custodian will not dispose of any documents constituting the Underlying Instruments in any manner that is inconsistent with the performance of its obligations as the Collateral Custodian pursuant to this Agreement and will not dispose of any Collateral except as contemplated by this Agreement. (b) No Changes to Collateral Custodian Fee. The Collateral Custodian will not make any changes to the Collateral Custodian Fee set forth in the Collateral Custodian Fee Letter without the prior written approval of the Administrative Agent and the Borrower. ARTICLE VI. COLLATERAL MANAGEMENT Section 6.1. Designation of the Collateral Manager. Subject to Section 6.11, the servicing, administering and collection of the Collateral shall be conducted by the Collateral Manager. USActive 37382726.2937382726.32 101 Section 6.2. Duties of the Collateral Manager. (a) Appointment. The Borrower hereby appoints the Collateral Manager as its agent to service the Collateral and enforce its rights and remedies in, to and under such Collateral. The Collateral Manager hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto as set forth herein. The Collateral Manager and the Borrower hereby acknowledge that the Administrative Agent and the other Secured Parties are third party beneficiaries of the obligations undertaken by the Collateral Manager hereunder. (b) Duties. The Collateral Manager shall take or cause to be taken all such actions as may be necessary or advisable to collect on the Collateral from time to time, all in accordance with Applicable Law and the Credit and Collection Policy. Without limiting the foregoing, the duties of the Collateral Manager shall include the following: (i) preparing and submitting claims to, and acting as post-billing liaison with, Obligors on each Loan (for which no administrative or similar agent exists); (ii) maintaining all necessary records and reports with respect to the Collateral and providing such reports to the Administrative Agent in respect of the management and administration of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent may reasonably request; (iii) maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate management and administration records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral; (iv) promptly delivering to the Administrative Agent or the Collateral Custodian, from time to time, such information and management and administration records (including information relating to its performance under this Agreement) as the Administrative Agent or the Collateral Custodian may from time to time reasonably request; (v) identifying each Loan clearly and unambiguously in its records to reflect that such Loan is owned by the Borrower and that the Borrower is granting a Lien thereon to the Secured Parties pursuant to this Agreement; (vi) notifying the Administrative Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) that is or is threatened to be asserted by an Obligor with respect to any Loan (or portion thereof) of which it has knowledge or has received notice; or (2) that could reasonably be expected to have a Material Adverse Effect; (vii) providing the prompt written notice to the Administrative Agent, prior to the effective date thereof, of any proposed changes in the Credit and Collection Policy; USActive 37382726.2937382726.32 102

---

(viii) using its reasonable best efforts to maintain the first priority, perfected security interest (subject to Permitted Liens) of the Administrative Agent, as agent for the Secured Parties, in the Collateral; (ix) maintaining the Loan File(s) with respect to Loans included as part of the Collateral; provided that, upon the occurrence and during the continuance of an Event of Default or a Collateral Manager Default, the Administrative Agent may request the Loan File(s) to be sent to the Administrative Agent or its designee; (x) with respect to each Loan included as part of the Collateral, making the Loan File available for inspection by the Administrative Agent, upon reasonable advance notice, at the offices of the Collateral Manager during normal business hours, subject to Section 5.3(d)(ii); and (xi) directing the Collateral Custodian to make payments pursuant to the instructions set forth in the latest Borrowing Base Certificate in accordance with Section 2.7 and Section 2.8 and preparing such other reports as required pursuant to Section 6.8. It is acknowledged and agreed that in circumstances in which a Person other than the Borrower or the Collateral Manager acts as lead agent with respect to any Loan, the Collateral Manager shall perform its administrative and management duties hereunder only to the extent that, as a lender under the related loan syndication Underlying Instruments, it has the right to do so. (c) Notwithstanding anything to the contrary contained herein, the exercise by the Administrative Agent or the Secured Parties of their rights hereunder (including, but not limited to, the delivery of a Collateral Manager Termination Notice), shall not release the Collateral Manager or the Borrower from any of their duties or responsibilities with respect to the Collateral. The Secured Parties, the Administrative Agent and the Collateral Custodian shall not have any obligation or liability with respect to any Collateral, other than to use reasonable care in the custody and preservation of collateral in such party’s possession, nor shall any of them be obligated to perform any of the obligations of the Collateral Manager hereunder. (d) Any payment by an Obligor in respect of any Indebtedness owed by it to the Borrower shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a collection of a payment by such Obligor (starting with the oldest such outstanding payment due) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor. Section 6.3. Authorization of the Collateral Manager. (a) Each of the Borrower, the Administrative Agent and each Lender hereby authorizes the Collateral Manager to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Collateral Manager and not inconsistent with the sale of the Collateral to the Borrower, the pledge by the Borrower to the Administrative Agent, on behalf of the Secured Parties, hereunder, to collect all amounts due under any and all Collateral, including, without limitation, endorsing any of their names on checks and other USActive 37382726.2937382726.32 103 instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Collateral and, after the delinquency of any Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof. The Borrower and the Administrative Agent, on behalf of the Secured Parties shall furnish the Collateral Manager with any powers of attorney and other documents necessary or appropriate to enable the Collateral Manager to carry out its management and administrative duties hereunder, and shall cooperate with the Collateral Manager to the fullest extent in order to ensure the collectability of the Collateral. In no event shall the Collateral Manager be entitled to make any Secured Party or the Collateral Custodian a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any foreclosure or similar collection procedure) without the Administrative Agent’s consent. (b) After the declaration of the Termination Date, at the direction of the Administrative Agent, the Collateral Manager shall take such action as the Administrative Agent may deem necessary or advisable to enforce collection of the Collateral. Section 6.4. Collection of Payments; Accounts. (a) Collection Efforts, Modification of Collateral. The Collateral Manager will use commercially reasonable best efforts to collect or cause to be collected, all payments called for under the terms and provisions of the Loans included in the Collateral as and when the same become due in accordance with the Credit and Collection Policy. The Collateral Manager may not waive, modify or otherwise vary any provision of an item of Collateral in any manner contrary in any material respect to the Credit and Collection Policy. (b) Taxes and other Amounts. The Collateral Manager will use its reasonable best efforts to collect all payments with respect to amounts due for Taxes, assessments and insurance premiums relating to each Loan to the extent required to be paid to the Borrower for such application under the Underlying Instrument and remit such amounts in accordance with Section 2.7 and Section 2.8 to the appropriate Governmental Authority or insurer as required by the Underlying Instruments. (c) Payments to Collection Account. On or before the applicable Funding Date, the Collateral Manager shall have instructed all Obligors to make all payments owing to the Borrower in respect of the Collateral directly to the applicable Collection Account; provided that, the Collateral Manager is not required to so instruct any Obligor which is solely a guarantor unless and until the Collateral Manager calls on the related guaranty. (d) Accounts. Each of the parties hereto hereby agrees that each Account shall be deemed to be a Securities Account. Each of the parties hereto hereby agrees to cause the Collateral Custodian or any other Securities Intermediary that holds any Cash or other Financial Asset for the Borrower in an Account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.4(e) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset and (B) the jurisdiction governing the Account, all Cash and other Financial Assets credited to the USActive 37382726.2937382726.32 104 Account and the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of the UCC) shall, in each case, be the State of New York. In no event may any Financial Asset held in any Account be registered in the name of, payable to the order of, or specially Indorsed to, the Borrower, unless such Financial Asset has also been Indorsed in blank or to the Collateral Custodian or other Securities Intermediary that holds such Financial Asset in such Account. (e) Underlying Instruments. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Collateral Custodian nor any Securities Intermediary shall be under any duty or obligation in connection with the acquisition by the Borrower of, or the grant by the Borrower of a security interest to the Administrative Agent in, any Loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Underlying Instruments, or otherwise to examine the Underlying Instruments, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Collateral Custodian shall hold any Instrument delivered to it evidencing any Loan transferred to the Administrative Agent hereunder as custodial agent for the Administrative Agent in accordance with the terms of this Agreement. (f) Adjustments. If (i) the Collateral Manager makes a deposit into the Collection Account on behalf of the Borrower in respect of a Collection of a Loan and such Collection was received by the Collateral Manager in the form of a check that is not honored for any reason or (ii) the Collateral Manager makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Collateral Manager shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid. Section 6.5. Realization Upon Defaulted or Delinquent Loans. The Collateral Manager will use reasonable efforts consistent with the Underlying Instruments to exercise available remedies relating to a Loan that is delinquent in the payment of any amounts due thereunder or with respect to which the related Obligor defaults in the performance of any of its obligations thereunder in order to maximize recoveries thereunder. The Collateral Manager will comply in all material respects with the Credit and Collection Policy and Applicable Law in exercising such remedies, including but not limited to acceleration and foreclosure, and employ practices and procedures including reasonable efforts to enforce all obligations of Obligors by foreclosing upon and causing the sale of such Underlying Assets at public or private sale. Without limiting the generality of the foregoing, the Collateral Manager may, with the prior written consent of the Administrative Agent, cause the sale of any such Underlying Assets to the Collateral Manager or its Affiliates for a purchase price equal to the then fair market value thereof, any such sale to be evidenced by a certificate of a Responsible Officer of the Collateral Manager delivered to the Administrative Agent setting forth the Loan, the Underlying Assets, the sale price of the Underlying Assets and certifying that such sale price is the fair market value of such Underlying Assets. USActive 37382726.2937382726.32 105 Section 6.6. [Intentionally Omitted.] Section 6.7. Payment of Certain Expenses by Collateral Manager. The Collateral Manager will be required to pay all expenses incurred by it in connection with its activities under this Agreement, including fees and disbursements of its independent accountants, Taxes imposed on the Collateral Manager, expenses incurred by the Collateral Manager in connection with payments and reports pursuant to this Agreement, and all other fees and expenses not expressly stated under this Agreement for the account of the Borrower. The Collateral Manager will be required to pay (or cause the Borrower to pay) all reasonable fees and expenses owing to any bank or trust company in connection with the maintenance of the Accounts. The Collateral Manager shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor. Section 6.8. Reports. (a) Borrower’s Notice. On the date of each Transaction, the Borrower (and the Collateral Manager on its behalf) will provide the applicable Borrower’s Notice and a Borrowing Base Certificate, each updated as of such date, to the Administrative Agent (with a copy to the Collateral Custodian). (b) Tax Returns. Upon demand by the Administrative Agent, the Collateral Manager shall deliver copies of all federal, state and local income tax returns and reports filed by the Borrower or the Collateral Manager, or in which the Borrower or the Collateral Manager was included on a consolidated or combined basis (excluding sales, use and like Taxes). (c) Obligor Financial Statements; Other Reports. The Collateral Manager will deliver to the Administrative Agent, to the extent received by the Borrower or the Collateral Manager pursuant to the Underlying Instruments, the complete financial reporting package with respect to each Obligor and with respect to each Loan for such Obligor (including any financial statements, management discussion and analysis, executed covenant compliance certificates and related covenant calculations with respect to such Obligor and with respect to each Loan for such Obligor) provided to the Borrower or the Collateral Manager for the periods required by the Underlying Instruments, which delivery shall be made within fifteen (15) Business Days after receipt by the Borrower or the Collateral Manager as specified in the Underlying Instruments. Upon demand by the Administrative Agent, the Collateral Manager will provide such other information available to it as the Administrative Agent may reasonably request with respect to any Obligor. (d) Liquidity Reports. Within five (5) Business Days of the written request of the Administrative Agent, the Collateral Manager shall provide a report to the Administrative Agent and the Lenders setting forth the liquidity position of the BDC, in form and substance mutually agreed to by the Administrative Agent and the Collateral Manager. Section 6.9. Annual Statement as to Compliance. The Collateral Manager will provide to the Administrative Agent and each Lender, within 90 days following the end of each fiscal year of the Collateral Manager, a fiscal report USActive 37382726.2937382726.32 106

---

signed by a Responsible Officer of the Collateral Manager certifying that (a) a review of the activities of the Collateral Manager, and the Collateral Manager’s performance pursuant to this Agreement, for the fiscal period ending on the last day of such fiscal year has been made under such Person’s supervision and (b) the Collateral Manager has performed or has caused to be performed in all material respects all of its obligations under this Agreement throughout such year and no Collateral Manager Default has occurred and is continuing or, if any such Collateral Manager Default has occurred and is continuing, a statement describing the nature thereof and the steps being taken to remedy such Collateral Manager Default. Section 6.10. The Collateral Manager Not to Resign. The Collateral Manager shall not resign from the obligations and duties hereby imposed on it except upon the Collateral Manager’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Collateral Manager could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Collateral Manager shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent. Section 6.11. Collateral Manager Defaults. Upon the occurrence of a Collateral Manager Default, notwithstanding anything herein to the contrary, the Administrative Agent, by written notice to the Collateral Manager and a copy to the Collateral Custodian (such notice, a “Collateral Manager Termination Notice”), may, in its sole discretion, terminate all of the rights and obligations of the Collateral Manager as Collateral Manager under this Agreement. Following any such termination, the Administrative Agent may, in its sole discretion, assume or delegate the servicing, administering and collection of the Collateral; provided that, until any such assumption or delegation, the Collateral Manager shall (i) unless otherwise notified by the Administrative Agent, continue to act in such capacity pursuant to Section 6.1 and (ii) as requested by the Administrative Agent (A) terminate some or all of its activities as Collateral Manager hereunder in the manner requested by the Administrative Agent in its sole discretion as necessary or desirable, (B) provide such information as may be reasonably requested by the Administrative Agent to facilitate the transition of the performance of such activities to the Administrative Agent or any agent thereof and (C) take all other actions requested by the Administrative Agent, in each case to facilitate the transition of the performance of such activities to the Administrative Agent or any agent thereof. ARTICLE VII. THE COLLATERAL CUSTODIAN Section 7.1. Designation of Collateral Custodian. (a) Initial Collateral Custodian. The role of collateral custodian with respect to the Underlying Instruments shall be conducted by the Person designated as Collateral Custodian hereunder from time to time in accordance with this Section 7.1. Until the Administrative Agent shall give to Wells Fargo a Collateral Custodian Termination Notice, USActive 37382726.2937382726.32 107 Wells Fargo is hereby appointed as, and hereby accepts such appointment and agrees to perform the duties and obligations of, Collateral Custodian pursuant to the terms hereof. (b) Successor Collateral Custodian. Upon the Collateral Custodian’s receipt of a Collateral Custodian Termination Notice from the Administrative Agent of the designation of a successor Collateral Custodian pursuant to the provisions of Section 7.5, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder. Section 7.2. Duties of Collateral Custodian. (a) Appointment. Each of the Borrower and the Administrative Agent hereby designate and appoint the Collateral Custodian to act as its agent and hereby authorizes the Collateral Custodian to take such actions on its behalf and to exercise such powers and perform such duties as are expressly granted to the Collateral Custodian by this Agreement. The Collateral Custodian hereby accepts such agency appointment to act as Collateral Custodian pursuant to the terms of this Agreement, until its resignation or removal as Collateral Custodian pursuant to the terms hereof. (b) Duties. On or before the initial Funding Date, and until its removal pursuant to Section 7.5, the Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations: (i) The Collateral Custodian shall take and retain custody of the Required Loan Documents delivered by the Borrower pursuant to the definition of “Eligible Loans” in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Administrative Agent, as agent for the Secured Parties. Within five (5) Business Days of its receipt of any Underlying Instruments, the Collateral Custodian shall review the Required Loan Documents delivered to it to confirm that (A) if the files delivered per the following sentence indicate that any document must contain an original signature, each such document appears to bear the original signature, or if the file indicates that such document must contain a copy of a signature, that such copies appear to bear a reproduction of such signature and (B) based on a review of the applicable note, the related original Loan balance, Loan identification number and Obligor name with respect to such Loan is referenced on the related Loan List and is not a duplicate Loan, and the related original balance (based on a comparison to the note or assignment agreement, as applicable) is greater than or equal to the applicable loan balance listed on the Loan Tape (such items (A) through (B) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Underlying Instruments hereunder to the Collateral Custodian, the Collateral Manager shall provide to the Collateral Custodian an electronic file (in EXCEL or a comparable format acceptable to the Collateral Custodian) that contains a list of all Required Loan Documents and whether they require original signatures, the Loan identification number and the name of the Obligor and the original Loan balance with respect to each related Loan. If, at the conclusion of such review, the Collateral Custodian shall determine that (1) the original Loan balances of the Loans with respect to which it has received Underlying Instruments is less than as set forth on the electronic file, the Collateral Custodian shall immediately notify the Administrative Agent and the Collateral Manager of such discrepancy, and (2) any Review Criteria is not satisfied, the Collateral Custodian shall within USActive 37382726.2937382726.32 108 one (1) Business Day notify the Collateral Manager of such determination and provide the Collateral Manager with a list of the non-complying Loans and the applicable Review Criteria that they fail to satisfy. The Collateral Manager shall have twenty (20) Business Days to correct any non-compliance with any Review Criteria. If after the conclusion of such time period the Collateral Manager has still not cured any non-compliance by a Loan with any Review Criteria, the Collateral Custodian shall promptly notify the Collateral Manager, the Borrower and the Administrative Agent of such determination by providing a written report to such persons identifying, with particularity, each Loan and each of the applicable Review Criteria that such Loan fails to satisfy. In addition, if requested in writing in the form of Exhibit E by the Collateral Manager and approved by the Administrative Agent within ten (10) Business Days of the Collateral Custodian’s delivery of such report, the Collateral Custodian shall return the Underlying Instruments for any Loan which fails to satisfy a Review Criteria to the Borrower. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Underlying Instruments. (ii) In taking and retaining custody of the Underlying Instruments, the Collateral Custodian shall be deemed to be acting as the agent of the Secured Parties; provided that the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Underlying Instruments or the instruments therein; and provided further that the Collateral Custodian’s duties as agent shall be limited to those expressly contemplated herein. (iii) All Underlying Instruments that are originals or copies shall be kept in fire resistant vaults, rooms or cabinets at its offices set forth in Section 5.5(c). All Underlying Instruments that are originals or copies shall be placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Underlying Instruments that are originals or copies shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. All Underlying Instruments that are delivered to the Collateral Custodian in electronic format shall be saved onto disks and/or onto the Collateral Custodian’s secure computer system, and maintained in a manner so as to permit retrieval and access. (iv) The Collateral Custodian shall make payments in accordance with Section 2.7 and Section 2.8 (the “Payment Duties”). (v) On each Reporting Date, the Collateral Custodian shall provide a written report to the Administrative Agent and the Collateral Manager (in a form acceptable to the Administrative Agent) identifying each Loan for which it holds Underlying Instruments, the non-complying Loans and the applicable Review Criteria that any non-complying Loan fails to satisfy. (vi) The Collateral Custodian shall, promptly upon its actual receipt of a Borrowing Base Certificate from the Collateral Manager on behalf of the Borrower, re-calculate the Borrowing Base and, if the Collateral Custodian’s calculation does not correspond with the calculation provided by the Collateral Manager on such Borrowing Base Certificate, deliver such calculation to each of the Administrative Agent, Borrower and Collateral Manager within one (1) Business Day of receipt by the Collateral Custodian of such USActive 37382726.2937382726.32 109 Borrowing Base Certificate. The Collateral Custodian shall also make required calculations for its Payment Duties as of the Determination Date related to such Payment Date, and deliver such calculations to the Borrower and the Collateral Manager (and, following the delivery of a Notice of Exclusive Control, the Administrative Agent and the Collateral Manager) for the Collateral Manager’s (or Administrative Agent’s, as applicable) review no later than two (2) Business Days prior to such Payment Date. The approval of such calculations (which may be by email) by the Collateral Manager (or after delivery of a Notice of Exclusive Control, the Administrative Agent) shall constitute instructions by the Collateral Manager (or after delivery of a Notice of Exclusive Control, the Administrative Agent) to the Collateral Custodian to withdraw on the related Payment Date from the applicable Collection Account and pay or transfer amounts set forth in such report in the manner specified, and in accordance with the priorities established, in Section 2.7 or Section 2.8, as applicable. (vii) In performing its duties, (A) the Collateral Custodian shall comply with the standard of care and express terms of the Transaction Documents with respect to the collateral that it holds hereunder and (B) calculations made by the Collateral Custodian pursuant to this Section 7.2(b) shall be made using information provided by the Borrower or the Collateral Manager to the Collateral Custodian. (viii) The parties acknowledges that in accordance with the Customer Identification Program (CIP) requirements under the USA Patriot Act and its implementing regulations, the Collateral Custodian in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Collateral Custodian. The Borrower hereby agrees that it shall provide the Collateral Custodian with such information as it may reasonably request including, but not limited to, the Borrower’s name, physical address, tax identification number and other information that will help the Collateral Custodian identify and verify the Borrower’s identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. (ix) The Collateral Custodian shall create a collateral database with respect to the Collateral (the “Collateral Database”), and update the Collateral Database daily for changes, including to reflect the sale or other disposition of the Collateral, based upon, and to the extent of, information furnished to the Collateral Custodian by the Borrower as may be reasonably required by the Collateral Custodian. (x) The Collateral Custodian shall track the receipt and daily allocation to the Accounts of Collections, the outstanding balances therein, and any withdrawals therefrom and, on each Business Day, provide to the Collateral Manager daily reports reflecting such actions as of the close of business on the preceding Business Day. (xi) The Collateral Custodian shall provide such other information with respect to the Collateral as may be routinely maintained by the Collateral Custodian or as may be required by this Agreement, in each case as the Borrower, Collateral Manager or the Administrative Agent may reasonably request from time to time. USActive 37382726.2937382726.32 110

---

(xii) The Collateral Custodian shall notify the Borrower, the Collateral Manager and the Administrative Agent upon receiving notices, reports or proxies or any other requests relating to corporate actions affecting the Collateral. (xiii) In performing its duties, the Collateral Custodian shall comply with the standard of care and express terms of the Transaction Documents with respect to the collateral that it holds hereunder. Section 7.3. Merger or Consolidation. Any Person (i) into which the Collateral Custodian may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Custodian shall be a party, or (iii) that may succeed to the properties and assets of the Collateral Custodian substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Collateral Custodian hereunder, shall be the successor to the Collateral Custodian under this Agreement without further act of any of the parties to this Agreement. Section 7.4. Collateral Custodian Compensation. As compensation for its collateral custodian activities hereunder, the Collateral Custodian shall be entitled to a Collateral Custodian Fee pursuant to the provisions of Sections 2.7 and 2.8, as applicable. The Collateral Custodian’s entitlement to receive the Collateral Custodian Fee shall cease on the earlier to occur of: (i) its removal as Collateral Custodian pursuant to Section 7.5 or (ii) the termination of this Agreement. Section 7.5. Collateral Custodian Removal. The Collateral Custodian may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Collateral Custodian (the “Collateral Custodian Termination Notice”); provided that, notwithstanding its receipt of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until a successor Collateral Custodian has been appointed, has agreed to act as Collateral Custodian hereunder, and has received all Underlying Instruments held by the previous Collateral Custodian. The appointment of any successor Collateral Custodian that is not an Affiliate of Wells Fargo shall (unless a Default or Event of Default has occurred and is continuing) require the approval of the Borrower (such approval not to be unreasonably withheld). In the case of a removal of the Collateral Custodian, if no successor custodian shall have been appointed and an instrument of acceptance by a successor custodian shall not have been delivered to the Collateral Custodian within 90 days after the giving of a Collateral Custodian Termination Notice, the Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor custodian. Section 7.6. Limitation on Liability. (a) The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has USActive 37382726.2937382726.32 111 been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Administrative Agent or (b) the oral instructions of the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder unless a Responsible Officer of the Collateral Custodian receives written notice of such matter. Notice or knowledge of any matter by Wells Fargo in its capacity as Administrative Agent or Lender and other publicly available information shall not constitute notice or actual knowledge of the Collateral Custodian. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except, notwithstanding anything to the contrary contained herein, in the case of its willful misconduct, bad faith or grossly negligent performance or omission of its duties and in the case of its grossly negligent performance of its Payment Duties and in the case of its grossly negligent performance of its duties in taking and retaining custody of the Underlying Instruments. (d) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Collateral. The Collateral Custodian shall not be obligated to take any legal action hereunder that might in its judgment be contrary to Applicable Law or involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian. (f) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. (g) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) It is expressly acknowledged by the parties hereto that application and performance by the Collateral Custodian of its various duties hereunder (including, without limitation, recalculations to be performed in respect of the matters contemplated hereby) shall be based upon, and in reliance upon, data, information and notice provided to it by the Collateral Manager, the Administrative Agent, the Borrower and/or any related bank agent, Obligor or USActive 37382726.2937382726.32 112 similar party, and the Collateral Custodian shall have no responsibility for the accuracy of any such information or data provided to it by such persons and shall be entitled to update its records (as it may deem necessary or appropriate) based on such information or data. (i) In no event shall the Collateral Custodian be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action. (j) In no event shall the Collateral Custodian be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any laws, ordinances, regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. Section 7.7. Resignation of the Collateral Custodian. The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except upon (a) ninety (90) days written notice to the Borrower, Collateral Manager, Administrative Agent and each Lender, or (b) the Collateral Custodian’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Collateral Custodian shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent. No such resignation shall become effective until a successor Collateral Custodian, appointed pursuant to Section 7.5, shall have assumed the responsibilities and obligations of the Collateral Custodian hereunder. In the case of a resignation of the Collateral Custodian, if no successor custodian shall have been appointed and an instrument of acceptance by a successor custodian shall not have been delivered to the Collateral Custodian within 90 days after the giving of such notice of resignation, the Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor custodian. Section 7.8. Release of Documents. (a) Release for Servicing. From time to time and as appropriate for the enforcement or servicing of any of the Collateral, the Collateral Custodian is hereby authorized (unless and until such authorization is revoked by the Administrative Agent), upon written receipt from the Collateral Manager of a request for release of documents and receipt in the form annexed hereto as Exhibit E, to release to the Collateral Manager within two (2) Business Days of receipt of such request, the related Underlying Instruments or the documents set forth in such request and receipt to the Collateral Manager. All documents so released to the Collateral Manager shall be held by the Collateral Manager in trust for the benefit of the Administrative Agent in accordance with the terms of this Agreement. The Collateral Manager shall return to the Collateral Custodian the Underlying Instruments or other such documents (i) promptly upon the request of the Administrative Agent, or (ii) when the Collateral Manager’s need therefor in USActive 37382726.2937382726.32 113 connection with such enforcement or servicing no longer exists, unless the Loan shall be liquidated or sold, in which case, upon receipt of an additional request for release of documents and receipt certifying such liquidation or sale from the Collateral Manager to the Collateral Custodian in the form annexed hereto as Exhibit E, the Collateral Manager’s request and receipt submitted pursuant to the first sentence of this subsection shall be released by the Collateral Custodian to the Collateral Manager. (b) Release for Payment. Upon receipt by the Collateral Custodian of the Collateral Manager’s request for release of documents and receipt in the form annexed hereto as Exhibit E (which certification shall include a statement to the effect that all amounts received in connection with such payment or repurchase have been credited to the Collection Account as provided in this Agreement), the Collateral Custodian shall promptly release the related Underlying Instruments to the Collateral Manager. Section 7.9. Return of Underlying Instruments. The Borrower may, with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), require that the Collateral Custodian return each Underlying Instrument (as applicable), respectively (a) delivered to the Collateral Custodian in error, (b) as to which the lien on the Underlying Asset has been so released pursuant to Section 8.2, (c) that has been the subject of a Discretionary Sale pursuant to Section 2.14 or (d) that is required to be redelivered to the Borrower in connection with the termination of this Agreement, in each case by submitting to the Collateral Custodian and the Administrative Agent a written request in the form of Exhibit E hereto (signed by both the Borrower and the Administrative Agent) specifying the Collateral to be so returned and reciting that the conditions to such release have been met (and specifying the Section or Sections of this Agreement being relied upon for such release). The Collateral Custodian shall upon its receipt of each such request for return executed by the Borrower and the Administrative Agent promptly, but in any event within five (5) Business Days, return the Underlying Instruments so requested to the Borrower. Section 7.10. Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Manager, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days’ prior written request, (ii) during normal business hours and (iii) subject to the Collateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each such requesting Lender to be included on any such review, and shall use reasonably commercial efforts to schedule any review on a day when such requesting Lenders desiring to participate in such review may be included. Prior to the A&R Effective Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the Collateral Manager’s collection and administration of the Collateral in order to assess compliance by the Collateral Manager with ARTICLE VI and may conduct an USActive 37382726.2937382726.32 114

---

audit of the Collateral, and Underlying Instruments in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 7.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct a review of the Underlying Instruments and all other documentation regarding the Collateral. Up to two such reviews or audits per fiscal year shall be at the expense of the Borrower and additional reviews or audits in any fiscal year shall be at the expense of the Administrative Agent; provided that, after the occurrence and during the continuance of a Collateral Manager Default or an Event of Default, any such reviews or audits, regardless of frequency, shall be at the expense of the Borrower. ARTICLE VIII. SECURITY INTEREST Section 8.1. Grant of Security Interest. (a) This Agreement constitutes a security agreement and the Advances effected hereby constitute secured loans by the applicable Lenders to the Borrower under Applicable Law. For such purpose, the Borrower hereby transfers, conveys, assigns and grants as of the Original Closing Date to the Administrative Agent, as agent for the Secured Parties, a Lien and continuing security interest in all of the Borrower’s right, title and interest in, to and under (in each case, whether now owned or existing, or hereafter acquired or arising) all of the Collateral, to secure the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent. Notwithstanding any of the other provisions set forth in this Agreement, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Applicable Law not in effect as of the date hereof or requires a consent not obtained of any Governmental Authority pursuant to such Applicable Law. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers. Each of the Administrative Agent and each Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence, bad faith or willful misconduct. If the Borrower fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation to do so, may itself perform or comply, or otherwise cause performance or compliance, with such agreement. The expenses of the Administrative Agent incurred in connection with such performance or compliance, together with interest thereon at a rate per annum 2.0% above the rate per annum applicable to Advances, shall be payable by the Borrower to the Administrative Agent on demand and shall constitute Obligations secured hereby. USActive 37382726.2937382726.32 115 (b) The grant of a security interest under this Section 8.1 does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent or any of the other Secured Parties of any obligation of the Borrower or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (a) the Borrower shall remain liable under the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Administrative Agent, as agent for the Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under the Collateral, and (c) none of the Administrative Agent or any other Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (c) Notwithstanding anything to the contrary, the Borrower, the Collateral Manager, the Administrative Agent, the Collateral Custodian and each Lender hereby agree to treat, and to cause each of their respective Affiliates to treat, the Advances as indebtedness for U.S. federal, state and local income and franchise tax purposes to the extent permitted by Applicable Law, and shall file its tax returns or reports, or cause its Affiliates to file such tax returns or reports, in a manner consistent with such treatment. Section 8.2. Release of Lien on Collateral. At the same time as (i) any Collateral expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (ii) such Loan has been the subject of a Discretionary Sale pursuant to Section 2.14 or a sale pursuant to Section 6.5 or (iii) this Agreement terminates in accordance with Section 12.6, the Administrative Agent, as agent for the Secured Parties will, to the extent requested by the Collateral Manager, release its interest in such Collateral. In connection with any sale of such Collateral, the Administrative Agent, as agent for the Secured Parties, will after the deposit by the Collateral Manager of the Proceeds of such sale into the Collection Account, at the sole expense of the Collateral Manager, execute and deliver to the Collateral Manager any assignments, bills of sale, termination statements and any other releases and instruments as the Collateral Manager may reasonably request in order to effect the release and transfer of such Collateral; provided that, the Administrative Agent, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such sale or transfer and assignment. Nothing in this section shall diminish the Collateral Manager’s obligations hereunder with respect to the Proceeds of any such sale. Section 8.3. Further Assurances. The provisions of Section 12.12 shall apply to the security interest granted under Section 8.1 as well as to the Advances hereunder. USActive 37382726.2937382726.32 116 Section 8.4. Remedies. Subject to the provisions of Section 9.2, upon the occurrence and during the continuance of an Event of Default (other than an Event of Default described in Section 9.1(l)), the Administrative Agent and Secured Parties shall have, with respect to the Collateral granted pursuant to Section 8.1, and in addition to all other rights and remedies available to the Administrative Agent and Secured Parties under this Agreement or other Applicable Law, all rights and remedies of a secured party upon default under the UCC. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances transfer all or any part of the Collateral into the Administrative Agent’s name or the name of its nominee or nominees, and/or forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Secured Party or elsewhere upon such terms and conditions (including by lease or by deferred payment arrangement) as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk and/or may take such other actions as may be available under applicable law, subject to the provisions of Section 9.2. Subject to Section 9.2, the Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, auction or closed tender, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Borrower, which right or equity is hereby waived or released. The Borrower further agrees, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select (on its behalf and on behalf of the Secured Parties), whether at the Borrower's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties arising out of the exercise by the Administrative Agent hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615 of the UCC, need the Administrative Agent account for the surplus, if any, to the Borrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by the Administrative Agent or any other Secured Party of any of its rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations and the fees and USActive 37382726.2937382726.32 117 disbursements of any attorneys employed by the Administrative Agent or any Secured Party to collect such deficiency. Section 8.5. Waiver of Certain Laws. Each of the Borrower and the Collateral Manager agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any Collateral may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and each of the Borrower and the Collateral Manager, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or assets constituting the Collateral marshaled upon any such sale, and agrees that the Administrative Agent or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety or in such parcels as the Administrative Agent or such court may determine. Section 8.6. Power of Attorney. Each of the Borrower and the Collateral Manager hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at is expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement during the continuance of an Event of Default (other than an Event of Default described in Section 9.1(l)) (and, with respect to the Collateral Manager, during the continuance of a Collateral Manager Default), including without limitation the following powers: (a) to give any necessary receipts or acquittance for amounts collected or received hereunder, (b) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (c) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower and the Collateral Manager hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (d) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Administrative Agent, the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Administrative Agent or such purchaser all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. The power of attorney granted by the Borrower pursuant to this Section 8.6 supersedes any other power of attorney or similar rights granted by the Borrower to any other party (including, without limitation, the Collateral Manager) under this Agreement, any other Transaction Document or any other agreement; provided that, the Collateral Manager may continue to exercise its rights under this Agreement until the Collateral Manager has received notice of the Collateral Custodian’s exercise of its power of attorney hereunder. USActive 37382726.2937382726.32 118

---

ARTICLE IX. EVENTS OF DEFAULT Section 9.1. Events of Default. The following events shall be Events of Default (“Events of Default”) hereunder: (a) the Collateral Manager or the Borrower defaults in making any payment required to be made under an agreement for borrowed money (other than this Agreement) to which it is a party individually or in an aggregate principal amount in excess of (x) with respect to the Borrower, $500,000 or (y) with respect to the Collateral Manager, $15,000,000 and, in each case, such default is not cured within the applicable cure period, if any, provided for under such agreement; or (b) the Borrower fails to make any payment of accrued and unpaid Interest when due and such failure is not cured within three (3) Business Days; or (c) the Borrower fails to repay (x) the Obligations in full on the Termination Date or (y) the Obligations of the Non-Extending Lenders in full on the earlier to occur of (A) the two-year anniversary of the termination of their respective Commitments and (B) the Termination Date; or (d) any failure on the part of the Borrower or the Collateral Manager to duly observe or perform in any material respect any other covenants or agreements of such Person (other than those specifically addressed by a separate Event of Default) set forth in this Agreement or the other Transaction Documents to which such Person is a party and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Person and (ii) the date on which such Person acquires knowledge thereof; or (e) any representation, warranty or certification made by the Borrower or the Collateral Manager in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made, which has an adverse effect on the Administrative Agent or the Lenders; or (f) the occurrence of an Insolvency Event relating to the Borrower; or (g) the occurrence and continuance of a Collateral Manager Default; (h) the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in excess individually or in the aggregate of $500,000 against the Borrower, and the Borrower shall not have, within ninety (90) days, either (i) discharged or provided for the discharge of any such judgment, decree or order in accordance with its terms or (ii) perfected a timely appeal of such judgment, decree or order and caused the execution of same to be stayed during the pendency of the appeal; or USActive 37382726.2937382726.32 119 (i) the Borrower shall have made payments totaling more than $500,000 in the aggregate to settle any litigation, claim or dispute (excluding the amount of any payment made from insurance proceeds); or (j) the occurrence of a Change of Control without the prior written consent of the Administrative Agent; or (k) any security interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be a first priority perfected security interest (subject to Permitted Liens) except as otherwise expressly permitted to be released in accordance with the applicable Transaction Document; or (l) the occurrence of a Permanent BDC Asset Coverage Event; or (m) reserved; or (n) the Advances Outstanding on any day exceed the Borrowing Base and the same continues unremedied for five (5) consecutive Business Days; or (o) the Borrower shall assign or attempt to assign any of its rights, obligations or duties under this Agreement without the prior written consent of the Administrative Agent (such consent to be provided in the sole and absolute discretion of the Administrative Agent); or (p) the Borrower or the Collateral Manager fails to observe or perform any agreement or obligation with respect to the management and distribution of funds received with respect to the Loans, and such failure is not cured with three (3) Business Days; or (q) the Borrower shall cease to be an Affiliate of the BDC, or shall fail to qualify as a bankruptcy-remote entity based upon the criteria set forth in Section 4.1(t), such that neither Schulte Roth & Zabel LLP nor another law firm reasonably acceptable to the Administrative Agent could render a substantive non-consolidation opinion with respect thereto; or (r) any Transaction Document, or any Lien granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower or the Collateral Manager, as applicable; or (s) the Borrower, the Collateral Manager or any Affiliate thereof or a Governmental Authority shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document or any lien or security interest thereunder; or (t) the Borrower or the pool of Collateral shall become required to register as an “investment company” within the meaning of the 1940 Act; or (u) the IRS or any other Governmental Authority shall (i) except as permitted under Section 4.1(k), assess, claim or take the position that the Borrower is liable for any Tax or USActive 37382726.2937382726.32 120 withholding Tax (other than a withholding tax under Section 1441 of the Code) in an amount exceeding, in the aggregate, $250,000 or (ii) file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of the Borrower, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any material assets of the Borrower and such lien shall not have been released within five (5) Business Days; or (v) the failure of New Mountain Finance Corporation, on the last day of any fiscal quarter, to maintain Shareholders’ Equity of at least (i) $750,000,000 plus (ii) 50% of the net proceeds of the aggregate sale of equity interests after September 30, 2020 by the Collateral Manager and its subsidiaries; Section 9.2. Remedies. (a) Upon the occurrence of an Event of Default, the Administrative Agent may, with the consent of the Required Lenders, and shall, at the request of the Required Lenders, by notice to the Borrower, declare (i) the Termination Date to have occurred and the Obligations to be immediately due and payable in full (without presentment, demand, protest or notice of any kind all of which are hereby waived by the Borrower) or (ii) the Revolving Period End Date with respect to all Commitments to have occurred; provided that, in the case of any event involving the Borrower described in Section 9.1(f), the Obligations shall be immediately due and payable in full (without presentment, demand, notice of any kind, all of which are hereby expressly, waived by the Borrower) and the Termination Date shall be deemed to have occurred automatically upon the occurrence of any such event. During the continuation of an Event of Default described in Section 9.1(l), if no other Event of Default has occurred and is continuing, there will be no limitation on the rights or remedies of the Administrative Agent or the Secured Parties under this Agreement, other than the inability of the Administrative Agent or the Secured Parties to (A) declare the Termination Date as set forth in clause (i) above and (B) foreclose on or liquidate the Collateral or any portion thereof. (b) On and after the declaration or occurrence of the Termination Date, the Administrative Agent, for the benefit of the Secured Parties, shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of each applicable jurisdiction and other Applicable Laws, which rights shall be cumulative. In addition, the Borrower and the Collateral Manager hereby agree that they will, at the Collateral Manager’s expense and at the direction of the Administrative Agent, forthwith, (i) assemble all or any part of the Loans as directed by the Administrative Agent and make the same available to the Administrative Agent at a place to be designated by the Administrative Agent and (ii) without notice except as specified below, sell the Loans or any part thereof upon such terms, in such lots, to such buyers, and according to such other instructions as the Administrative Agent may deem commercially reasonable, subject to Section 9.2(c). The Borrower agrees that, to the extent notice of sale shall be required by law, ten (10) days’ notice to the Borrower of any sale hereunder shall constitute reasonable notification. All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Loans (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied pursuant to Section 2.8. For the avoidance of doubt, the occurrence of a Termination Date as defined in clauses (a) through (d), USActive 37382726.2937382726.32 121 inclusive, of the definition of “Termination Date” shall constitute a Termination Date for the purposes of this Section 9.2. (c) In connection with the sale of the Collateral following a declaration that the Obligations are immediately due and payable (or automatic acceleration thereof) pursuant to Section 9.2(a), the Collateral Manager (or any of its Affiliates) shall have the right to purchase all of the Loans in the Collateral by paying to the Collateral Custodian in immediately available funds, an amount equal to all outstanding Obligations. If the Collateral Manager or any Affiliate thereof fails to exercise this purchase right within ten (10) days following the declaration that the Obligations are immediately due and payable pursuant to Section 9.2(a), then such rights shall be irrevocably forfeited by the Collateral Manager and its Affiliates (but, for the avoidance of doubt, such parties shall have the right to participate in any sale pursuant to Section 9.2(b)). ARTICLE X. INDEMNIFICATION Section 10.1. Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or the Existing A&R Loan and Security Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party) relating to or resulting from: (i) any representation or warranty made or deemed made by the Borrower, the Collateral Manager or any of their respective officers under or in connection with this Agreement or any other Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made or delivered; USActive 37382726.2937382726.32 122

---

(ii) the failure of any Loan acquired on the Original Closing Date to be an Eligible Loan as of the Original Closing Date and the failure of any Loan acquired after the Original Closing Date to be an Eligible Loan on the related Funding Date; (iii) the failure by the Borrower or the Collateral Manager to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Collateral or the nonconformity of any Collateral with any such Applicable Law; (iv) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a first priority, perfected Lien on the Collateral, together with all Collections, free and clear of any other Lien (other than Permitted Liens) whether existing at the time of any Advance at any time thereafter; (v) the failure to maintain, as of the close of business on each Business Day prior to the Termination Date, an amount of Advances Outstanding that is less than or equal to the Borrowing Base on such Business Day; (vi) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Collateral, whether at the time of any Advance at any subsequent time, if such failure or delay (i) was caused by the Borrower or the Collateral Manager, (ii) could have been cured by either the Collateral Manager or the Borrower and such cure was not effected in a timely manner or (iii) resulted from a failure or delay by either the Borrower or the Collateral Manager to confirm satisfactory completion in a timely manner of any and all actions they requested in order to maintain compliance with the UCC or such other Applicable Law; (vii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect to any Collateral (including, without limitation, a defense based on the Collateral not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral or the furnishing or failure to furnish such merchandise or services; (viii) the failure of the Collateral Custodian to remit any amounts held in the Collection Account pursuant to the instructions of the Collateral Manager or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Borrower or the Collateral Manager to qualify to do business or file any notice or business activity report or any similar report; USActive 37382726.2937382726.32 123 (x) any action taken by the Borrower or the Collateral Manager in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Underlying Assets or services that are the subject of any Collateral; (xii) the failure by the Borrower to pay when due any Taxes for which the Borrower is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiii) any repayment by the Administrative Agent or another Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder which amount the Administrative Agent or another Secured Party believes in good faith is required to be repaid; (xiv) except with respect to funds held in the Collection Account and the Unfunded Exposure Account, the commingling of Collections on the Collateral at any time with other funds; (xv) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Advances or the security interest in the Collateral; (xvi) any failure by the Borrower to give reasonably equivalent value to the applicable third party transferor, in consideration for the transfer by such third party to the Borrower of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xvii) the use of the proceeds of any Advance in a manner other than as provided in this Agreement; (xviii) the failure of the Borrower or any of its agents or representatives to remit to the Collateral Manager or the Administrative Agent, Collections on the Collateral remitted to the Borrower, the Collateral Manager or any such agent or representative as provided in this Agreement; or (xix) the failure of the Collateral Manager to satisfy its obligations under Section 10.2. (b) Any amounts subject to the indemnification provisions of this Section 10.1 shall be paid by the Borrower to the Indemnified Party pursuant to Section 2.7 or 2.8, as applicable, on the later of the next Payment Date and 30 days after receipt by the Borrower of such Person’s demand therefor accompanied by a reasonably detailed description in writing of the related damage, loss, claim, liability and related costs and expenses. (c) If for any reason the indemnification provided above in this Section 10.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, USActive 37382726.2937382726.32 124 then the Borrower shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Borrower on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations; provided that, the Borrower shall not be required to contribute in respect of any Indemnified Amounts excluded in Section 10.1(a). (d) The obligations of the Borrower under this Section 10.1 shall survive the resignation or removal of the Administrative Agent, the Collateral Manager or the Collateral Custodian and the termination of this Agreement. Section 10.2. Indemnities by the Collateral Manager. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Collateral Manager hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any such Indemnified Party by reason of (x) any gross negligence or willful misconduct of the Collateral Manager or (y) any acts or omissions of the Collateral Manager arising out of a breach of its obligations and duties under this Agreement and each other Transaction Document to which it is a party, including, but not limited to (i) any representation or warranty made by the Collateral Manager under or in connection with any Transaction Document or any other information or report delivered by or on behalf of the Collateral Manager pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Collateral Manager to comply with any Applicable Law, (iii) the failure of the Collateral Manager to comply with its duties or obligations in accordance with this Agreement, (iv) any gross negligence, willful misconduct or fraud on the part of the Collateral Manager or (v) any litigation, proceedings or investigation against the Collateral Manager in connection with any Transaction Document or its role as Collateral Manager hereunder solely to the extent of (I) any gross negligence or willful misconduct of the Collateral Manager or (II) any acts or omissions of the Collateral Manager arising from the Collateral Manager’s breach of its obligations and duties under this Agreement or any other Transaction Document to which it is a party (excluding, however, in each case, any Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment). The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. (b) Any amounts subject to the indemnification provisions of this Section 10.2 shall be paid by the Collateral Manager to the Indemnified Party within five (5) Business Days following such Person’s demand therefor. (c) The Collateral Manager shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans. USActive 37382726.2937382726.32 125 (d) The obligations of the Collateral Manager under this Section 10.2 shall survive the resignation or removal of the Administrative Agent or the Collateral Custodian and the termination of this Agreement. (e) Any indemnification pursuant to this Section 10.2 shall not be payable from the Collateral. Section 10.3. Taxes. This Article X (other than Section 10.1(a)(xii)) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. ARTICLE XI. THE ADMINISTRATIVE AGENT Section 11.1. Appointment. Each Secured Party hereby appoints and authorizes the Administrative Agent as its agent and bailee for purposes of perfection pursuant to the applicable UCC and hereby further authorizes the Administrative Agent to appoint additional agents and bailees (including, without limitation, the Collateral Custodian) to act on its behalf and for the benefit of each of the Secured Parties. Each Secured Party further authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality, of the foregoing, each Secured Party hereby appoints the Administrative Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent may deem necessary or appropriate or that a Secured Party may reasonably request in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Administrative Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Collateral now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. The Required Lenders may direct the Administrative Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Administrative Agent hereunder, the Administrative Agent shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Required Lenders; provided that, the Administrative Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Administrative Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise. In the event the Administrative Agent requests the consent of a Lender pursuant to the foregoing provisions and the Administrative Agent does not receive a consent (either positive USActive 37382726.2937382726.32 126

---

or negative) from such Person within ten (10) Business Days of such Person’s receipt of such request, then such Lender shall be deemed to have declined to consent to the relevant action. Section 11.2. Standard of Care; Exculpatory Provisions. (a) The Administrative Agent shall exercise such rights and powers vested in it by this Agreement and the other Transaction Documents, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction Documents. Without limiting the generality of the foregoing, the Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Transaction Documents), provided that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Transaction Document or Applicable Law; and (iii) shall not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. (c) The Administrative Agent shall not be liable to any Lender for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Collateral Manager, the Borrower or a Lender. (d) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Transaction Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Transaction Document USActive 37382726.2937382726.32 127 or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Section 11.3. Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), Independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower or the Collateral Manager or to inspect the property (including the books and records) of the Borrower or the Collateral Manager; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties. Section 11.4. Credit Decision with Respect to the Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, or any of the Administrative Agent’s Affiliates, and based upon such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and the other Transaction Documents to which it is a party. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, or any of the Administrative Agent’s Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement and the other Transaction Documents to which it is a party. Section 11.5. Indemnification of the Administrative Agent. Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or the Collateral Manager), ratably in accordance with its Pro Rata Share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by USActive 37382726.2937382726.32 128 the Administrative Agent hereunder or thereunder; provided that, the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent, ratably in accordance with its Pro Rata Share promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders hereunder and/or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower or the Collateral Manager. Section 11.6. Successor Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days’ written notice thereof to each Lender and the Borrower and may be removed at any time with cause by each of the Lenders acting jointly. Upon any such resignation or removal, the Required Lenders acting jointly shall appoint a successor Administrative Agent with, unless an Event of Default has occurred and is continuing, the consent of the Borrower, such consent not to be unreasonably withheld. Each of the Borrower and each Lender agree that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this ARTICLE XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Section 11.7. Delegation of Duties The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Transaction Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates of the Administrative Agent and any such sub-agent, and shall USActive 37382726.2937382726.32 129 apply to their respective activities in connection with the syndication of the credit facility as well as activities as Administrative Agent. Section 11.8. Payments by the Administrative Agent. Unless specifically allocated to a specific Lender or group of Lenders pursuant to the terms of this Agreement, all amounts received by the Administrative Agent on behalf of the Lenders shall be paid by the Administrative Agent to the Lenders in accordance with their respective Pro Rata Shares in the applicable Advances Outstanding, or if there are no Advances Outstanding in accordance with their most recent Commitments, on the Business Day received by the Administrative Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case the Administrative Agent shall use its reasonable efforts to pay such amounts to each Lender on such Business Day, but, in any event, shall pay such amounts to such Lender not later than the following Business Day. Section 11.9. Collateral Matters Each of the Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion: (a) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of the Secured Parties, under any Transaction Document (i) upon the termination of the Commitment and payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Transaction Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 12.1; and (b) to subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent under any Transaction Document to the holder of any Permitted Lien. (c) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 11.9. In each case as specified in this Section 11.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Transaction Documents or to subordinate its interest in such item, in each case in accordance with the terms of the Transaction Documents and this Section 11.9. Section 11.10. Notices The Administrative Agent shall deliver to each Lender a copy of any notice it receives from the Borrower or the Collateral Manager hereunder not otherwise delivered to the Lenders. USActive 37382726.2937382726.32 130

---

ARTICLE XII. MISCELLANEOUS Section 12.1. Amendments and Waivers. Except as provided in this Section 12.1, no amendment, waiver or other modification of any provision of this Agreement shall be effective without the written agreement of the Borrower, the Collateral Manager, the Administrative Agent and the Required Lenders; provided, that no amendment, waiver or other modification shall: (a) increase the Commitment of any Lender or the amount of Advances of any Lender, in any case, without the written consent of such Lender; (b) waive, extend (except as permitted under Section 2.3(c)) or postpone any date fixed by this Agreement or any other Transaction Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitment hereunder or under any other Transaction Document without the written consent of each Lender directly and adversely affected thereby; (c) reduce the principal of, or the rate of interest specified herein, on any Advance or Obligation, or any fees or other amounts payable hereunder or under any other Transaction Document without the written consent of each Lender directly and adversely affected thereby; (d) change Section 2.7, Section 2.8 or any related definitions or provisions in a manner that would alter the order of application of proceeds or would alter the pro rata sharing of payments required thereby, in each case, without the written consent of each Lender directly and adversely affected thereby; (e) change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (f) consent to the assignment of or transfer by the Borrower or Collateral Manager of such Person’s rights and obligations under any Transaction Document to which it is a party (except as expressly permitted hereunder), in each case, without the written consent of each Lender; (g) make any modification to the definition of “Borrowing Base”, “Advance Rate”, “Adjusted Balance” or “Excess Concentration Amount”, in each case, which would have a material adverse effect on the calculation of the Borrowing Base, without the written consent of each Lender; or USActive 37382726.2937382726.32 131 (h) release all or substantially all of the Collateral or release any Transaction Document (other than as specifically permitted or contemplated in this Agreement or any other Transaction Document) without the written consent of each Lender; provided further, that (i) any amendment of this Agreement that is solely for the purpose of adding a Lender may be effected without the written consent of the Borrower or any Lender, (ii) no such amendment, waiver or modification materially adversely affecting the rights or obligations of the Collateral Custodian shall be effective without the written agreement of such Person, (iii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement, (iv) any amendment of this Agreement that a Lender is advised by its legal or financial advisors to be necessary in order to avoid the consolidation of the Borrower with such Lender for accounting purposes may be effected without the written consent of the Borrower or any other Lender, (v) any deemed waiver of an Event of Default described in Section 9.1(l) pursuant to the definition of Permanent BDC Asset Coverage Event in Section 5.1(s) shall be effective without the written agreement of the Borrower, the Administrative Agent and the Required Lenders, and (vi) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Transaction Documents (and such amendment shall become effective without any further action or consent of any other party to any Transaction Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission to the extent such error or omission, in each case, is of a technical and immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders holding greater than 50% of the aggregate Commitments then in effect. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 12.1 will occur prior to the applicable Benchmark Transition Start Date. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower, the Collateral Custodian and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or USActive 37382726.2937382726.32 132 implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 12.1, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 12.1. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, the Borrower may revoke any pending request for an Advance to be made during any Benchmark Unavailability Period. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not available, the Base Rate shall be used instead of such Benchmark to calculate Interest. Section 12.2. Notices, Etc. All notices, reports and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including communication by facsimile copy) and mailed, e-mailed, faxed, transmitted or delivered, as to each party hereto, at its address set forth on Annex A to this Agreement or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, upon receipt, or in the case of (a) notice by mail, five (5) days after being deposited in the United States mail, first class postage prepaid, (b) notice by e-mail, when verbal or electronic communication of receipt is obtained, or (c) notice by facsimile copy, when verbal communication of receipt is obtained. Section 12.3. Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it with respect to any portion of the Obligations owing to such Lender (other than payments received pursuant to Section 10.1) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of the Obligations held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the Obligations; provided that, if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Section 12.4. No Waiver; Remedies. No failure on the part of the Administrative Agent, the Collateral Custodian or a Secured Party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude USActive 37382726.2937382726.32 133 any other or further exercise thereof or the exercise of any other right. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law. Section 12.5. Binding Effect; Benefit of Agreement. This Agreement shall be binding upon and inure to the benefit of the Borrower, the Collateral Manager, the Administrative Agent, the Collateral Custodian, the Secured Parties and their respective successors and permitted assigns. Each Affected Party and each Indemnified Party shall be an express third party beneficiary of this Agreement. Section 12.6. Term of this Agreement. This Agreement, including, without limitation, the Borrower’s representations and covenants set forth in Articles IV and V, and the Collateral Manager’s representations, covenants and duties set forth in Articles IV and V, create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect during the Covenant Compliance Period; provided that, the rights and remedies with respect to any breach of any representation and warranty made or deemed made by the Borrower or the Collateral Manager pursuant to Articles IV and V, the provisions, including, without limitation the indemnification and payment provisions, of Article X, Section 2.13, Section 12.9, Section 12.10 and Section 12.11, shall be continuing and shall survive any termination of this Agreement. Section 12.7. Governing Law; Consent to Jurisdiction; Waiver of Objection to Venue; Waiver of Jury Trial. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER. Section 12.8. Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Transaction Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or USActive 37382726.2937382726.32 134

---

proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 12.8 any special, exemplary, punitive or consequential damages. Section 12.9. Costs and Expenses. (a) In addition to the rights of indemnification granted to the Indemnified Parties under ARTICLE X hereof, the Borrower agrees to pay on the later of the next Payment Date and 30 days after receipt by the Borrower of an invoice and request for payment of costs and expenses of the Administrative Agent and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement by such Person and the other documents to be delivered hereunder or in connection herewith. (b) The Borrower shall pay on the later of the next Payment Date and 30 days after receipt by the Borrower of an invoice and request for payment of other reasonable costs and expenses incurred by the Administrative Agent and the Collateral Custodian, in each case in connection with periodic audits of the Borrower’s or the Collateral Manager’s books and records under Section 7.10. Section 12.10. No Proceedings. Each of the parties hereto (other than the Administrative Agent) hereby agrees that it will not institute against, or join any other Person in instituting against, the Borrower any Insolvency Proceeding so long as there shall not have elapsed one year and one day (or such longer preference period as shall then be in effect) since the end of the Covenant Compliance Period. Section 12.11. Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the USActive 37382726.2937382726.32 135 Administrative Agent, any Secured Party, the Borrower or the Collateral Manager as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any incorporator, affiliate, stockholder, officer, partner, employee, member, manager or director of the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or any incorporator, stockholder, affiliate, officer, partner, employee, member, manager or director of the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager and each incorporator, stockholder, affiliate, officer, partner, employee, member, manager or director of the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager, or any of them, for breaches by the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower or the Collateral Manager to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower or the Collateral Manager or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, members, managers attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 12.11 shall survive the termination of this Agreement. USActive 37382726.2937382726.32 136 Section 12.12. Protection of Right, Title and Interest in the Collateral; Further Action Evidencing Advances. (a) The Collateral Manager shall take such actions as are necessary or reasonably requested by the Administrative Agent to enable the Administrative Agent to promptly record, register or file, as applicable, this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Administrative Agent, as agent for the Secured Parties, and of the Secured Parties to the Collateral, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Administrative Agent, as agent of the Secured Parties, hereunder to all property comprising the Collateral. The Borrower shall cooperate fully with the Collateral Manager in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 12.12(a). (b) The Borrower agrees that from time to time, at its expense, it will promptly authorize, execute and deliver all instruments and documents, and take all actions, that the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the security interest granted in the Collateral, or to enable the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any other Transaction Document. (c) If the Borrower or the Collateral Manager fails to perform any of its obligations hereunder, the Administrative Agent or any Secured Party may (but shall not be required to) perform, or cause performance of, such obligation; and the Administrative Agent’s or such Secured Party’s costs and expenses incurred in connection therewith shall be payable by the Borrower as provided in Article X. The Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent as its attorney-in-fact to act on behalf of the Borrower (i) to execute on behalf of the Borrower as debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Secured Parties in the Collateral, including those that describe the Collateral as “all assets,” or words of similar effect, and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Collateral as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Secured Parties in the Collateral. This appointment is coupled with an interest and is irrevocable. (d) Without limiting the generality of the foregoing, the Borrower will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statement in connection with any of the Existing Loan and Security Agreements (as the case may be) or any other financing statement filed pursuant to this Agreement or in connection with any Advance hereunder, unless the Covenant Compliance Period shall have ended, authorize, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement. USActive 37382726.2937382726.32 137 Section 12.13. Confidentiality. (a) Each of the Administrative Agent, the Secured Parties, the Collateral Manager, the Collateral Custodian and the Borrower shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Agreement and all information with respect to the other parties, including all information regarding the business and beneficial ownership of the Borrower and the Collateral Manager hereto and their respective businesses obtained by it or them in connection with the structuring, negotiating, execution and administration of the transactions contemplated herein, including any such information obtained pursuant to any right of visitation, inspection, audit or request hereunder or the other terms of this Agreement, except that each such party and its officers and employees may (i) disclose such information to its external accountants, investigators, auditors, attorneys, investors, potential investors (in the case of the Collateral Manager) or other agents, including any Approved Valuation Firm, engaged by such party in connection with any due diligence or comparable activities with respect to the transactions and Loans contemplated herein and the agents of such Persons (“Excepted Persons”); provided that, each Excepted Person shall, as a condition to any such disclosure, agree for the benefit of the Administrative Agent, the Secured Parties, the Collateral Manager, the Collateral Custodian and the Borrower that such information shall be used solely in connection with such Excepted Person’s evaluation of, or relationship with, the Borrower and its affiliates, (ii) disclose the existence of the Agreement, but not the financial terms thereof, (iii) disclose such information as is required by Applicable Law and (iv) disclose the Agreement and such information in any suit, action, proceeding or investigation (whether in law or in equity or pursuant to arbitration) involving any of the Transaction Documents for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies, or interests under or in connection with any of the Transaction Documents. It is understood that the financial terms that may not be disclosed except in compliance with this Section 12.13(a) include, without limitation, all fees and other pricing terms, and all Events of Default, Collateral Manager Defaults, and priority of payment provisions. (b) Anything herein to the contrary notwithstanding, each of the Borrower and the Collateral Manager hereby consents to the disclosure of any nonpublic information with respect to it (i) to the Administrative Agent, the Collateral Custodian or the Secured Parties by each other, (ii) by the Administrative Agent, the Collateral Custodian and the Secured Parties to any prospective or actual assignee or participant of any of them provided such Person agrees to hold such information confidential in accordance with the terms hereof, or (iii) by the Administrative Agent, and the Secured Parties to any Rating Agency, any commercial paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to any Lender, and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided each such Person is informed of the confidential nature of such information. In addition, the Secured Parties, the Administrative Agent, may disclose any such nonpublic information as required pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law). (c) Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known; (ii) disclosure of any and all information (a) if required to do so by any applicable statute, law, USActive 37382726.2937382726.32 138

---

rule or regulation, (b) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Administrative Agents’, the Secured Parties’, the Collateral Custodian’s or the Borrower’s business or that of their affiliates, (c) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Administrative Agent, the Secured Parties, the Collateral Custodian, the Borrower or an officer, director, employee, member, manager, shareholder or affiliate of any of the foregoing is a party, (d) in any preliminary or final offering circular, registration statement or contract or other document approved in advance by the Borrower or the Collateral Manager or (e) to any affiliate, independent or internal auditor, agent (including any potential sub-or-successor servicer), employee or attorney of the Collateral Custodian having a need to know the same, if the Collateral Custodian advises such recipient of the confidential nature of the information being disclosed and such person agrees to the terms hereof for the benefit of the Borrower and the Collateral Manager; or (iii) any other disclosure authorized by the Borrower and the Collateral Manager, as applicable. (d) Notwithstanding any other provision of this Agreement, the Borrower and the Collateral Manager shall each have the right to keep confidential from the Administrative Agent, the Collateral Custodian and/or the Secured Parties, for such period of time as the Borrower and/or the Collateral Manager, as the case may be, determines is reasonable (i) any information that the Borrower and/or the Collateral Manager, as the case may be, reasonably believes to be in the nature of trade secrets and (ii) any other information that the Borrower, the Collateral Manager or any of their Affiliates, or the officers, employees, members, managers or directors of any of the foregoing, is required by law as evidenced by an Opinion of Counsel. (e) Each of the Administrative Agent, the Secured Parties and the Collateral Custodian will keep the information of the Obligors confidential in the manner required by the applicable Underlying Instruments. Section 12.14. Execution in Counterparts; Severability; Integration. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts (including by facsimile), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement, the other Transaction Documents and any agreements or letters (including fee letters) executed in connection herewith contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings. Section 12.15. Waiver of Setoff. Each of the parties hereto hereby waives any right of setoff it may have or to which it may be entitled under this Agreement from time to time against any Lender or its assets. USActive 37382726.2937382726.32 139 Section 12.16. Status of Lenders; Assignments by the Lenders. (a) Each Lender represents and warrants to the Borrower that it is a “qualified institutional buyer” as defined in Rule 144A of the Securities Act. Each Lender may, with the prior written consent of the Administrative Agent and the Borrower (such consent from the Borrower not to be (x) unreasonably withheld, conditioned or delayed or (y) required if (A) a Default or an Event of Default has occurred and is continuing, (B) such assignment is to any Affiliate of a Lender or (C) such assignment is required by any change in Applicable Law), at any time assign, or grant a security interest or sell a participation interest in or sell any Advance (or portion thereof) or its Commitment hereunder (or any portion thereof) to any Person; provided that, as applicable, (i) no transfer of any Advance (or any portion thereof) or its Commitment hereunder (or any portion thereof) shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, (ii) the transfer is made only to a person who is (A) either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and (B) a “qualified purchaser” as defined in the 1940 Act, (iii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iv) at any time prior to the occurrence of an Event of Default or the Reinvestment Period End Date, such Person shall have a long-term unsecured debt rating of “A” or better by S&P and “A3” or better by Moody’s, (v) Wells Fargo shall (A) unless required by Applicable Law (including, without limitation, the Volcker Rule) not assign more than 49% of the Facility Amount and (B) retain all Eligible Loan approval rights pursuant to clause (B) of the definition of “Eligible Loan” and (vi) in the case of an assignment of any Advance (or any portion thereof) or its Commitment hereunder (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent a fully executed Joinder Supplement substantially in the form of Exhibit I hereto. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the applicable Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower agrees that each participant shall be entitled to the benefits of Sections 2.12 and 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(g) (it being understood that the documentation required under Section 2.13(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to this Section 12.16(a); provided that, such participant shall not be entitled to receive any greater payment under Sections 2.12 or 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in Applicable Law that occurs after the participant acquired the applicable participation. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent and each Lender. Notwithstanding anything contained in this Agreement to the contrary, (i) Wells Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or its Commitment hereunder (or any portion thereof), to any Person and (ii) if any Lender other than (x) the Administrative Agent or (y) a Lender which is administered by the Administrative USActive 37382726.2937382726.32 140 Agent or an Affiliate of the Administrative Agent (A) becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), (B) becomes a Non-Consenting Lender, unless such Lender shall have approved the Applicable Amendment, (C) shall have requested compensation from the Borrower pursuant to Section 2.12(a), 2.12(b) or 2.13, unless such Lender shall have withdrawn such request or (D) shall have notified the Borrower of a Disruption Event as to such Lender, unless such Lender shall have withdrawn such notice, then, in each case, each of the Administrative Agent and the Borrower shall have the right to cause such Person to assign its entire interest in the Advances and this Agreement to a transferee selected by the Administrative Agent or the Borrower (as applicable), in an assignment which satisfies the conditions set forth in the second sentence of this Section 12.16(a). (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its lending offices, a copy of each transfer pursuant to Section 12.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Each Lender that sells a participation interest hereunder shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each such participant’s interest in the obligations under the Transaction Documents (the “Participant Register”); provided that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) The Collateral Custodian may, at any time, assign all or any part of its rights and obligations hereunder; provided, however, that any such assignee shall (i) be a bank or other financial institution organized and doing business under the laws of the United States or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or USActive 37382726.2937382726.32 141 examination by a federal or state banking authority, (v) have a rating of at least “Baa1” by Moody’s and “BBB+” by S&P and (vi) have an office within the United States. Section 12.17. Heading and Exhibits. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes. Section 12.18. Intent of the Parties. It is the intent and understanding of each party hereto that the Advances are loans from the Lenders to the Borrower and do not constitute a “security” within the meaning of Section 8-102(15) of the UCC. Section 12.19. Termination of the Safekeeping Agreement. The parties hereto hereby agree that the Safekeeping Agreement, dated as of May 19, 2011, among the Borrower, the Administrative Agent and the Collateral Custodian was previously terminated and superseded by the Existing Loan and Security Agreements and shall be further superseded by this Agreement and the other Transaction Documents in all respects. Section 12.20. Effect of Amendment and Restatement. On the A&R Effective Date, the Existing A&R Loan and Security Agreement shall be amended, restated and superseded in their respective entireties by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and other Transaction Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a payment, reborrowing, or termination of the Obligations under the Existing A&R Loan and Security Agreement as in effect prior to the A&R Effective Date and (b) such Obligations are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement. The Borrower hereby reaffirms its duties and obligations under each Transaction Document to which it is a party (such reaffirmation is solely for the convenience of the parties hereto and is not required by the terms of the Existing A&R Loan and Security Agreement). Each reference to a Loan and Security Agreement in any Transaction Document shall be deemed to be a reference to such Loan and Security Agreement as amended and restated hereby. Section 12.21. Acknowledgement and Consent to Bail-In of EEA Financial Institutions Notwithstanding anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: USActive 37382726.2937382726.32 142

---

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Transaction Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Section 12.22. Recognition of the U.S. Special Resolution Regimes. To the extent that this Agreement and/or any other Transaction Document constitutes a QFC, the Borrower agrees with each Secured Party as of the Fourth Amendment Closing Date as follows: (a) In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement and/or any other Transaction Document, and any interest and obligation in or under this Agreement and/or any other Transaction Document from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement and/or any other the Transaction Document, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that a Covered Party or a BHC Act Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement and/or any other Transaction Document that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement and/or any other Transaction Document were governed by the laws of the United States or a state of the United States. [Remainder of Page Intentionally Left Blank.] USActive 37382726.2937382726.32 143 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. BORROWER: NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., as the Borrower By: By: Name: Title: COLLATERAL MANAGER: NEW MOUNTAIN FINANCE CORPORATION, as Collateral Manager By: By: Name: Title: [Signatures Continued on the Following Page] Signature Page to LSA USActive 37382726.2937382726.32 THE ADMINISTRATIVE AGENT WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent By: Name: Title: LENDERS: WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: Name: Title: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender By: Name: Title: [Signatures Continued on the Following Page] USActive 37382726.2937382726.32 Signature Page to LSA RAYMOND JAMES BANK, N.A., as a Lender By: Name: Title:STATE STREET BANK AND TRUST COMPANY, as a Lender By: Name: Title: USActive 37382726.2937382726.32 Signature Page to LSA

---

CIT BANK, N.A., as a Lender By: Name: Title: OLD SECOND NATIONAL BANK, as a Lender By: Name: Title: FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender By: Name: Title: USActive 37382726.2937382726.32 Signature Page to LSA THE COLLATERAL CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Collateral Custodian By: Name: Title: USActive 37382726.2937382726.32 Signature Page to LSA Annex A NEW MOUNTAIN FINANCE HOLDINGS, L.L.C. NEW MOUNTAIN FINANCE CORPORATION 1633 Broadway, 48th Floor New York, NY 10019 Attention: John Kline, Laura Holson and Cyrus Moshiri USActive 37382726.2937382726.32 Annex A (Continued) WELLS FARGO BANK, NATIONAL ASSOCIATION as a Lender, as Swingline Lender and as Administrative Agent 550 South Tryon Street Charlotte, NC 28202 Attention: Corporate Debt Finance Facsimile: (704) 410-0223 Confirmation: (704) 410-2431 All electronic dissemination of Notices should be sent to scp.mmloans@wellsfargo.com WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral Custodian Wells Fargo Bank, National Association 9062 Old Annapolis Rd. Columbia, Maryland 21045 Attn: CDO Trust Services—New Mountain Capital Fax: (410) 717-3748 Phone: (410) 884-2000 RAYMOND JAMES BANK, N.A. as a Lender 710 Carillon Parkway St. Petersburg, FL 33742 Attention: Loan OPS/CML Facsimile: (866) 597-4002 Telephone: (727) 567-1922 Email: Fax-RJB-Loanops@raymondjames.com FIRST-CITIZENS BANK & TRUST COMPANY (successor by merger to CIT Bank, N.A.) as a Lender 11 West 42nd Street New York, NY 10036 Attention: Bob Klein STATE STREET BANK AND TRUST COMPANY as a Lender State Street Financial Center One Lincoln Street Boston, MA 02111 Attention: Pallo Blum-Tucker USActive 37382726.2937382726.32

---

Telephone: (617) 664-8358 Email: bsyates@statestreet.com USActive 37382726.2937382726.32 OLD SECOND NATIONAL BANK as a Lender 333 W. Wacker Drive, Suite 1010 Chicago, IL 60606 Attention: Drew Meyer Telephone: (312) 912-6016 Email: ameyer@oldsecond.com FIFTH THIRD BANK, NATIONAL ASSOCIATION as a Lender Asset Securitization Group 38 Fountain Square Plaza Cincinnati, OH 45202 Attention: Andrew M. Cantillon Email: andrew.cantillon@53.com ABF.Reporting@53.com USActive 37382726.2937382726.32 USActive 37382726.2937382726.32 USActive 37382726.2937382726.32 $40,000,000 Wells Fargo Bank, National Association State Street Bank and Trust Company $550,000,000650,000,000 $45,000,000 Lender Old Second National Bank $15,000,000 First-Citizens Bank & Trust Company (successor by merger to CIT Bank, N.A.) Commitment Fifth Third Bank, National Association $35,000,000 $45,000,000 Annex B Total $730,000,000 Raymond James Bank, N.A.

---

USActive 37382726.2937382726.32 $645,0 00,000 $50,00 0,000 $26,00 0,000 $50,00 0,000 Annex C Variable Defined Terms $50,00 0,000 $27,00 0,000 $50,00 0,000 $670,0 00,000 $50,00 0,000 $28,00 0,000 $50,000,000 $50,000,000 $28,000,00 0 $50,000,000 $695,000,0 00 $28,000,000 “Applicable Other Obligor Amount” $42,00 0,000 $28,000,000 $42,50 0,000 $720,0 00,000 $43,00 0,000 $28,000,000 $44,00 0,000 $44,50 0,000 $45,00 0,000 $745,000,00 0730,000,0 00 $45,000,00 0 “Applicable Top-3 Obligor Amount” $45,000,000 $45,000,000 $53,75 0,000 $45,000,000 $770,000,00 0 $55,00 0,000 “Applicable Non-First Lien Loan Obligor Amount” $570,0 00,000 $42,00 0,000 $56,25 0,000 $42,50 0,000 $800,000,00 0 $43,00 0,000 $57,50 0,000 $44,00 0,000 $44,50 0,000 $58,75 0,000 $45,000,00 0 $46,00 0,000 $60,00 0,000 $47,000,000 $595,0 00,000 $48,000,000 1 Obligor up to $65,000,00 0 2 Obligors up to $60,000,00 0 $50,000,000 “Applicable Future Funding Limit Amount” 1 Obligor up to $65,000,000 2 Obligors up to $60,000,000 “Applicable Recurring Revenue Loan Amount” $57,00 0,000 1 Obligor up to $65,000,000 2 Obligors up to $60,000,000 $59,50 0,000 $23,00 0,000 $62,00 0,000 1 Obligor up to $65,000,000 2 Obligors up to $60,000,000 $64,50 0,000 $620,0 00,000 $67,00 0,000 $69,500,00 0 $24,00 0,000 $72,00 0,000 “Applicable Next Top-3 Obligor Amount” $74,500,000 74,000,000 Applicable Facility Amount* $77,000,000 $50,000,00 0 $80,000,000 $25,00 0,000 $50,00 0,000 USActive 37382726.2937382726.32 Variable Defined Term Amount ________________________________________ * If the current Facility Amount is not equal to an amount set forth in the first row, then the applicable Facility Amount shall be the next lowest amount. If the Facility Amount is reduced below $570,000,000695,000,000, then the amounts for the defined terms set forth in the first column shall be agreed to in writing (including via email) by the Borrower, the Administrative Agent and the Required Lenders at the time of such reduction. Document 1 ID iManage://USDMS10/USActive/37382726/32 Moved from Moved to iManage://USDMS10/USActive/37382726/29 Description Style change #37382726v32<USActive> - Wells - New Mountain NMFC - Third A&R Loan and Security Agreement (Conformed through Eighth Am.) Format change Moved deletion Input: Rendering set Inserted cell Description Standard + show moves Deleted cell #37382726v29<USActive> - Wells - New Mountain NMFC - Third A&R Loan and Security Agreement (Conformed through Seventh Am.) Moved cell Legend: Split/Merged cell Insertion Document comparison by Workshare Compare on Friday, October 27, 2023 10:59:38 AM Padding cell Document 2 ID Deletion Moved from 0 Statistics: Moved to Insertions 0 88 Style changes 0 Format changes Deletions 0 151 Total changes 239 Count

---

db-newmountainxamendment

EXECUTION VERSION 1 USActive 60014327.3 AMENDMENT NO. 8 TO LOAN FINANCING AND SERVICING AGREEMENT (this “Amendment), dated as of October 31, 2023 (the “Eighth Amendment Effective Date”), among New Mountain Finance DB, L.L.C., as borrower (the “Borrower”), Deutsche Bank AG, New York Branch (“DBNY”), as facility agent (in such capacity, the “Facility Agent”), New Mountain Finance Corporation, as equityholder (the “Equityholder”) and as servicer (the “Servicer”), and DBNY, KeyBank National Association (“KeyBank”), Customers Bank (“Customers”), Mitsubishi HC Capital America, Inc. (successor in interest to Hitachi Capital America Corp.) (“Mitsubishi”) and Citizens Bank, N.A. (“Citizens”), each as an agent (an “Agent”) and as a committed lender (a “Lender”). WHEREAS, the Borrower, the Equityholder, the Servicer, U.S. Bank Trust Company, National Association, as Collateral Agent, U.S. Bank National Association, as the collateral custodian, the Facility Agent and the lenders from time to time party thereto are party to the Loan Financing and Servicing Agreement, dated as of December 14, 2018 (as amended, supplemented, amended and restated and otherwise modified from time to time, the “Loan Agreement”); WHEREAS, the Servicer, the Equityholder and the Borrower hereby request that the Facility Agent and the Lenders amend the Loan Agreement as set forth herein; and WHEREAS, the Borrower, the Servicer, the Facility Agent and each Lender have agreed to amend the Loan Agreement in accordance with Section 17.2 of the Loan Agreement and subject to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I Definitions SECTION 1.1. Defined Terms. Terms used but not defined herein have the respective meanings given to such terms in the Loan Agreement. ARTICLE II Amendments SECTION 2.1. Amendments to the Loan Agreement. As of the date of this Amendment, the Loan Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Loan Agreement attached as Appendix A hereto. 2 SECTION 2.2. Amendments to the Exhibits and Schedules to Loan Agreement. As of the date of this Amendment, the Exhibits and Schedules to Loan Agreement are hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Exhibits and Schedules to Loan Agreement attached as Appendix B hereto. ARTICLE III Conditions to Effectiveness SECTION 3.1. This Amendment shall become effective as of the date first written above upon the satisfaction of the following conditions: (a) the execution and delivery of this Amendment by the Borrower, the Servicer, the Equityholder, the Facility Agent and each Lender; (b) the Facility Agent shall have received certified copies of the resolutions of the board of managers (or similar items) of the Borrower and the Servicer approving this Amendment and the transactions contemplated hereby, certified by its secretary or assistant secretary or other authorized officer; (c) the Facility Agent shall have received a good standing certificate for each of the Borrower and the Servicer issued by the applicable official body of its jurisdiction of organization; (d) the Facility Agent shall have received the executed legal opinion of Dechert LLP, counsel to the Borrower and the Servicer, in form and substance acceptable to the Facility Agent in its reasonable discretion covering such matters as the Facility Agent may reasonably request; and (e) all fees (including reasonable and documented fees, disbursements and other charges of counsel) due to the Lenders on or prior to the effective date of this Amendment have been paid in full. ARTICLE IV Representations and Warranties SECTION 4.1. The Borrower hereby represents and warrants to the Facility Agent and the Lenders that, as of the date first written above, (i) no Facility Termination Event, Unmatured Event of Default, Servicer Default or Unmatured Servicer Default has occurred and is continuing and (ii) the representations and warranties of the Borrower contained in the Loan 3 Agreement are true and correct in all material respects on and as of such day (other than any representation and warranty that is made as of a specific date). ARTICLE V Miscellaneous SECTION 5.1. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 5.2. Severability Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 5.3. Ratification. Except as expressly amended and waived hereby, the Loan Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall form a part of the Loan Agreement for all purposes. SECTION 5.4. Counterparts; Electronic Execution. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement. Counterparts may be executed and delivered via facsimile, electronic mail or other transmission method and may be executed by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act or the New York Electronic Signatures and Records Act, which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform identified by the Borrower and reasonably available at no undue burden or expense to the Collateral Agent or the Collateral Custodian) and any counterpart so delivered shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder. Delivery of an executed counterpart signature page of this Amendment by e-mail (.pdf) or facsimile shall be effective as delivery of a manually executed counterpart of this Amendment. SECTION 5.5. Headings. The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. [Signature pages follow] [Signature Page to Amendment No. 8 to Loan Financing and Servicing Agreement] IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written. NEW MOUNTAIN FINANCE DB, L.L.C., as Borrower By:____________________________________ Name: Laura Holson Title: Authorized Signatory DocuSign Envelope ID: 5ECD42B6-7885-4EE7-A615-D4025B25CDCA

---

[Signature Page to Amendment No. 8 to Loan Financing and Servicing Agreement] NEW MOUNTAIN FINANCE CORPORATION, as Equityholder and as Servicer By: _____________________________________ Name: Laura Holson Title: Authorized Signatory DocuSign Envelope ID: 5ECD42B6-7885-4EE7-A615-D4025B25CDCA [Signature Page to Amendment No. 8 to Loan Financing and Servicing Agreement] DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent By: _______________________________________ Name: Amit Patel Title: Managing Director By: _______________________________________ Name: James Kwak Title: Director [Signature Page to Amendment No. 8 to Loan Financing and Servicing Agreement] DEUTSCHE BANK AG, NEW YORK BRANCH, as an Agent and as a Committed Lender By: _______________________________________ Name: Amit Patel Title: Managing Director By: _______________________________________ Name: James Kwak Title: Director CUSTOMERS BANK, as an Agent and as a Committed Lender By: Name: S. Scott Gates Title: Senior Vice President [Signature Page to Amendment No. 8 to Loan Financing and Servicing Agreement]

---

[Signature Page to Amendment No. 8 to Loan Financing and Servicing Agreement] MITSUBISHI HC CAPITAL AMERICA, INC., as an Agent and as a Committed Lender By:_______________________________________ Name: Title: Suzanne Santos Chief Credit Officer USActive 60014327.3 Appendix A Amendments to the Loan Agreement

---

EXECUTION VERSION CONFORMED THROUGH AMENDMENT NO. 78 DATED JUNE 29OCTOBER 31, 2023 EXECUTION VERSION LOAN FINANCING AND SERVICING AGREEMENT dated as of December 14, 2018 NEW MOUNTAIN FINANCE DB, L.L.C., as Borrower NEW MOUNTAIN FINANCE CORPORATION, as Equityholder and as Servicer, THE LENDERS FROM TIME TO TIME PARTIES HERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent THE OTHER AGENTS PARTIES HERETO, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Agent and U.S. BANK NATIONAL ASSOCIATION, as Collateral Custodian USActive 51783866.1851783866.19 “AIFM” has the meaning given to the term under the AIFMD and/or UK AIFM Regulations as relevant. “AIFMD” means (a) Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No. 1060/2009 and (EU) No. 1095/2010, as the same may be amended, supplemented, superseded or re-adopted from time to time (whether with or without qualification) and (b) any applicable law of a member state of the European Union implementing the AIFMD. “Alternate Base Rate” means a fluctuating rate per annum as shall be in effect from time to time, which rate shall be at all times equal to the highest of: (a) the rate of interest announced publicly by DBNY in New York, New York, from time to time as DBNY’s base commercial lending rate; (b) ½ of one percent above the Federal Funds Rate; and (c) 0. “Amount Available” means, with respect to any Distribution Date, the sum of (a) the amount of Collections with respect to the related Collection Period (excluding any Collections necessary to settle the acquisition of Eligible Collateral Obligations), plus (b) any investment income earned on amounts on deposit in the Collection Account since the immediately prior Distribution Date (or since the Effective Date in the case of the first Distribution Date). “Anti-Bribery and Corruption Laws” has the meaning set forth in Section 9.31(a). “Anti-Money Laundering Laws” has the meaning set forth in Section 9.30(b). “Applicable Banking Law” means, for any Person, all existing and future laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to anti-bribery and corruption, the funding of terrorist activities and money laundering, including the Anti-Money Laundering Laws, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, other applicable anti-bribery and corruption legislation, and Section 326 of the USA Patriot Act. “Applicable Law” means, for any Person, all existing and future laws, rules, regulations (including temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations by any Official Body applicable to such Person and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction. “Applicable Margin” means (i) during the Revolving Period and unless an Event of Default has occurred and is continuing, 2.612.55% per annum, (ii) on and after the end of the Revolving Period, the Applicable Margin shall be increased by 0.200.25% per annum and (iii) if USActive 51783866.1851783866.19 -4- Collateral Obligation divided by (ii) the Appraised Value of such Collateral Obligation as of such date. “Eighth Amendment Effective Date” means October 31, 2023. “Eligible Account” means (i) a segregated trust account or (ii) a segregated direct deposit account, in each case, maintained with a securities intermediary or trust company organized under the laws of the United States of America, or any of the States thereof, or the District of Columbia, having a certificate of deposit, short term deposit or commercial paper rating of at least A-1 by Standard & Poor’s and P-1 by Moody’s. In either case, such depository institution or trust company shall have been approved by the Facility Agent, acting in its reasonable discretion, by written notice to the Servicer. DBNY and U.S. Bank National Association are deemed to be acceptable securities intermediaries to the Facility Agent. “Eligible Collateral Obligation” means, on any Measurement Date, each Collateral Obligation that satisfies the following conditions (unless otherwise added by the Facility Agent in its sole discretion in the related Asset Approval Notice or waived by (1) with respect to clause (a), (h), (j), (q) or (aa), the Facility Agent in its sole discretion in the related Asset Approval Notice (notice of which shall be provided to each Lender), (2) with respect to clause (kk), the Facility Agent and each Lender in writing in their respective sole discretion or (3) with respect to any other clause, the Facility Agent and, other than with respect to the first two waivers in connection with clause (p), (x), (dd) or (jj) in any twelve-month period, the Required Lenders in writing in their respective sole discretion (provided that none of the foregoing clauses (p), (x), (dd) or (jj) may be waived more than once each in any twelve-month period without the consent of the Required Lenders); provided that the Facility Agent may not impose any additional condition without the Borrower’s prior written consent: (a) either (i) the Facility Agent in its sole discretion has delivered an Asset Approval Notice with respect to such Collateral Obligation or (ii) both (x) such Collateral Obligation is on the Pre-Approved List and (y) the Servicer has certified that, to its knowledge, no material adverse change has occurred with respect to such Collateral Obligation during the period from the date of the most recent audited financial statements included in the related Obligor Information to the Cut-Off Date; (b) as of the related Cut-Off Date such Collateral Obligation is not a Defaulted Collateral Obligation; (c) such Collateral Obligation is not an Equity Security and is not convertible into an Equity Security at the option of the applicable Obligor or any Person other than the Borrower; (d) such Collateral Obligation is not a Structured Finance Obligation; (e) such Collateral Obligation is denominated in Dollars and is not convertible by the Obligor thereof into any currency other than Dollars; USActive 51783866.1851783866.19 -17- “Excess Concentration Amount” means, as of the most recent Measurement Date (and after giving effect to all Eligible Collateral Obligations to be purchased or sold by the Borrower on such date), the sum, without duplication, of the following amounts: (a) the excess, if any and without duplication, of the sum of the Principal Balances of all Collateral Obligations that are Non-First Lien Loans over 47.545.0% of the Excess Concentration Measure; provided, that no more than 37.532.5% of the Excess Concentration Measure may consist of Second Lien Loans; provided further, that no more than 15% of the Excess Concentration Measure may consist of Second Lien Loans with a stated maturity of greater than 7.25 years; (b) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are obligations of any single Obligor over 5.0% of the Excess Concentration Measure; provided that (i) the sum of the Principal Balances of all Collateral Obligations (other than Second Lien Loans) that are obligations of the largest two Obligors may be up to 10.0% of the Excess Concentration Measure and (ii) the sum of the Principal Balances of all Collateral Obligations (other than Second Lien Loans) that are obligations of the two largest Obligors (other than the Obligors specified in clause (i)) may be up to 7.5% of the Excess Concentration Measure; (c) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are obligations of Obligors in any single S&P Industry Classification over 10.0% of the Excess Concentration Measure; provided, that (i) the sum of the Principal Balances of all Collateral Obligations with Obligors in any one S&P Industry Classification may be up to 20.0% of the Excess Concentration Measure, (ii) the sum of the Principal Balances of all Collateral Obligations with Obligors in any one S&P Industry Classification (other than the S&P Industry Classification specified in clause (i)) may be up to 17.520.0% of the Excess Concentration Measure, (iii) the sum of the Principal Balances of all Collateral Obligations with Obligors in any one S&P Industry Classification (other than the S&P Industry Classifications specified in clauses (i) and (ii)) may be up to 15.0% of the Excess Concentration Measure and (iv) the sum of the Principal Balances of all Collateral Obligations with Obligors in any one S&P Industry Classification (other than the S&P Industry Classifications specified in clauses (i), (ii) and (iii)) may be up to 12.5% of the Excess Concentration Measure; provided, further that the sum of the Collateral Obligation Amounts of all Eligible Collateral Obligations that are obligations of Obligors in (x) the “Oil, Gas and Consumable Fuels” “Gas Utilities”, “Independent Power and Renewable Electricity Producers” and “Energy, Equipment and Services” S&P Industry Classifications may not, in the aggregate, exceed 10.0% of the Excess Concentration Measure and (y) the “Metals and Mining” S&P Industry Classifications may not exceed 10.0% of the Excess Concentration Measure; (d) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are Fixed Rate Collateral Obligations that are not subject to a qualifying Hedging Agreement pursuant to Section 10.6 over 10% of the Excess Concentration Measure; USActive 51783866.1851783866.19 -23-

---

“Facility Amount” means (a) prior to the end of the Revolving Period, $280,000,000, unless this amount is permanently reduced pursuant to Section 2.5 or increased pursuant to Section 2.8, in which event it means such lower or higher amount and (b) from and after the end of the Revolving Period, the aggregate principal amount of all the Advances outstanding. “Facility Termination Date” means the earliest of (i) the date that is fivetwo (2) years after the Sixth Amendment Effective Datelast day of the Revolving Period, (ii) the date on which the term of the Equityholder’s existence ends and (iii) the effective date on which the facility hereunder is terminated pursuant to Section 13.2. “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with such sections of the Code and any legislation, law, regulation or practice enacted or promulgated pursuant to such intergovernmental agreement. “Federal Funds Rate” means, for any period, the greater of (a) 0.0% and (b) a fluctuating rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Facility Agent from three federal funds brokers of recognized standing selected by it. “Fee Letter” has the meaning set forth in Section 8.4. “Fees” has the meaning set forth in Section 8.4. “FILO Loan” means any Loan that (i) becomes, by its terms, subordinate in right of payment to one or more other obligations of the related Obligor, in each case issued under the same Underlying Instruments as such Loan, in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, (ii) is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable Law (subject to liens permitted under the applicable Underlying Instruments that are reasonable for similar loans, and liens accorded priority by law in favor of any Official Body), and (iii) the Servicer determines in good faith that the value of the collateral or the enterprise value securing the Loan on or about the time of acquisition equals or exceeds the outstanding principal balance of the Loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral; provided that any Loan that would otherwise be a FILO Loan hereunder but has, as of the most recent Determination Date, (x) a Leverage Multiple that attaches below 1.25x or (y) leverage comprising of less than 25% of leverage of a FILO Loan, shall be deemed to be a First Lien Loan for all purposes hereunder; provided, further, that any Loan that would otherwise be a FILO Loan hereunder but has, as of the most recent USActive 51783866.1851783866.19 -26- amount previously borrowed and subsequently repaid during the term of such Collateral Obligation. “Revolving Period” means the period of time starting on the Eighth Amendment Effective Date and ending on the earliest to occur of (i) the date that is three (3) years after the Sixth Amendment Effective Dateof March 25, 2025 or, if such date is extended pursuant to Section 2.6, the date mutually agreed upon by the Borrower and the Facility Agent, (ii) the date on which the Facility Amount is terminated in full pursuant to Section 2.5, (iii) the occurrence of an Event of Default, (iv) a default under the Constituent Documents of the Equityholder or the Servicer or (v) the termination of the reinvestment period of the Equityholder. “S&P Industry Classification” means the industry classifications set forth in Schedule 2-B, as such industry classifications shall be updated at the option of the Facility Agent in its sole discretion if S&P publishes revised industry classifications. “Sale Agreement” means the Sale and Contribution Agreement, dated as of the date hereof, by and between the Equityholder, as seller, and the Borrower, as purchaser. “Sanctioned Countries” has the meaning set forth in Section 9.30. “Sanctions” has the meaning set forth in Section 9.30. “Sanction Target” has the meaning set forth in Section 9.30. “Schedule of Collateral Obligations” means the list or lists of Collateral Obligations attached as Schedule 3 as the same may be updated by the Borrower (or the Servicer on behalf of the Borrower) from time to time or to each Asset Approval Request and each Reinvestment Request, as applicable. Each such schedule shall identify the assets that will become Collateral Obligations, shall set forth such information with respect to each such Collateral Obligation as the Borrower or the Facility Agent may reasonably require and shall supplement any such schedules attached to previously delivered Asset Approval Requests and Reinvestment Requests. “Scheduled Collateral Obligation Payment” means each periodic installment payable by an Obligor under a Collateral Obligation for principal, interest and/or unutilized/commitment fees (as applicable) in accordance with the terms of the related Underlying Instrument. “Second Lien Loan” means any Loan that (i) is not (and that by its terms is not permitted to become) subordinate in right of payment to any other obligation of the related Obligor other than a FILO Loan or First Lien Loan with respect to the liquidation of such Obligor or the collateral for such Loan and (ii) is secured by a valid second priority perfected Lien to or on specified collateral securing the related Obligor’s obligations under the Loan, which Lien is not subordinate to the Lien securing any other debt for borrowed money other than a FILO Loan or a First Lien Loan on such specified collateral and any Permitted Liens. “Secured Parties” means, collectively, the Collateral Agent, the Collateral Custodian, the Securities Intermediary, each Lender, the Facility Agent, each Agent, each other Affected Person, Indemnified Party and Hedge Counterparty and their respective permitted successors and assigns. USActive 51783866.1851783866.19 -46- (h) a Change of Control occurs; (i) New Mountain Finance Corporation ceases to be the Servicer; (j) New Mountain Finance Advisers BDC, L.L.C. or an Affiliate thereof ceases to be the investment manager of the Servicer; or (k) the Servicer fails to maintain a minimum Tangible Net Worth of $500,000,000 plus 25% of the net proceeds of the sale of equity interests by New Mountain Finance Corporation and its Affiliates on and after the Third Amendment Effective Date. “Servicer Expenses” means any accrued and unpaid expenses (including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Servicer under the Transaction Documents. “Servicing Standard” means, with respect to any Collateral Obligations, to service and administer such Collateral Obligations on behalf of the Borrower for the benefit of the Secured Parties in accordance with the Underlying Instruments and all customary and usual servicing practices which are consistent with the higher of: (i) the customary and usual servicing practices that a prudent loan investor or lender would use in servicing loans like the Collateral Obligations for its own account, and (ii) the same care, skill, prudence and diligence with which the Servicer services and administers loans for its own account or for the account of others. “Seventh Amendment Effective Date” means June 29, 2023. “Similar Law” means any federal, state or local law, regulation or other legal constraint that is materially similar to the fiduciary and/or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code. “Sixth Amendment Effective Date” means March 25, 2021. “SOFR” means a per annum rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “Specified Provisions” has the meaning set forth in Section 7.11. “Standard & Poor’s” or “S&P” means S&P Global Ratings and any successor thereto. “Structured Finance Obligation” means any obligation secured directly by, referenced to, or representing ownership of, a pool of receivables or other financial assets of any obligor, including collateralized debt obligations and mortgage-backed securities, including (but not limited to) collateral debt obligations, collateral loan obligations, asset backed securities and commercial mortgage backed securities or any resecuritization thereof. USActive 51783866.1851783866.19 -48- (i) a Servicer Default shall have occurred and be continuing; (j) failure of the Borrower to make any payment when due (after giving effect to any related grace period) under one or more agreements for borrowed money to which it is a party in an aggregate amount in excess of $100,000, individually or in the aggregate; or the occurrence of any event or condition that gives rise to a right of acceleration with respect to such recourse debt in excess of $100,000; (k) a Change of Control shall have occurred; (l) the Borrower shall become required to register as an investment company under the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an investment company under the 1940 Act; (m) failure on the part of the Borrower, the Equityholder or the Servicer to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral; (n) (i) failure of the Borrower to maintain at least one Independent Member or (ii) the removal of any Independent Member without Cause or prior written notice to the Facility Agent (in each case as required by the Constituent Documents of the Borrower); provided that the Borrower shall have five (5) Business Days to replace any Independent Member upon the resignation, death or incapacitation of the current Independent Member; (o) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Facility Agent and the Required Lenders, which consent may be withheld in the exercise of its sole and absolute discretion; (p) any court shall render a final, non-appealable judgment against the Borrower in an amount in excess of $100,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 30 days of the making thereof; (q) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that Schulte Roth & ZabelDechert LLP or any other reputable counsel could no longer render a substantive nonconsolidation opinion with respect to the Borrower; (r) at any time, the Minimum Equity Test is not satisfied and such condition continues unremedied for two (2) consecutive Business Days; or (s) as of the last day of any fiscal quarter, the Servicer’s Asset Coverage Ratio shall be less that the ratio required for a business development company under the 1940 Act. USActive 51783866.1851783866.19 -131-

---

ANNEX A NEW MOUNTAIN FINANCE DB, L.L.C., as Borrower 787 Seventh Avenue1633 Broadway, 4948th Floor New York, NY 10019 Attention: Tushar Bindal; Cyrus Moshiri; Matthew Miller Telephone: 212-655-0284 Facsimile: 212-655-0284 Email: tbindal@newmountaincapital.com; cmoshiri@newmountaincapital.com; MMiller@newmountaincapital.com NEW MOUNTAIN FINANCE CORPORATION, as Equityholder and Servicer 787 Seventh Avenue1633 Broadway, 4948th Floor New York, NY 10019 Attention: Tushar Bindal; Cyrus Moshiri; Matthew Miller Telephone: 212-655-0284 Facsimile: 212-655-0284 Email: tbindal@newmountaincapital.com; cmoshiri@newmountaincapital.com; MMiller@newmountaincapital.com U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Agent U.S. Bank Trust Company, National Association Global Corporate Trust One Federal Street, Third Floor Boston, Massachusetts 02110 Attention: Peter Murphy Ref: New Mountain Finance DB, L.L.C. Telephone: (617) 603-6511 Email: New.Mountain.CDO@usbank.com U.S. BANK NATIONAL ASSOCIATION, as Collateral Custodian U.S. Bank National Association 1719 Otis Way Florence, South Carolina 29501 Attention: Steven Garrett Telephone: (843) 673-0162 Facsimile: (843) 676-8901 Email: steven.garrett@usbank.com DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent One Columbus Circle New York, New York 10019 Attention: Asset Finance Department Email: amit.patel@db.com, james.kwak@db.com, erica.flor@db.com, anuar.atiye-manzur@db.com DEUTSCHE BANK AG, NEW YORK BRANCH, as an Agent and as a Committed Lender One Columbus Circle New York, New York 10019 Attention: Asset Finance Department Email: amit.patel@db.com, james.kwak@db.com, erica.flor@db.com, anuar.atiye-manzur@db.com KEYBANK NATIONAL ASSOCIATION, as an Agent and as a Committed Lender 1000 McCaslin Boulevard Superior, Colorado 80027 Attention: Richard Andersen Telephone No: (720) 304-1247 Facsimile No.: (216) 370-9166 email: LAS.OPERATIONS.KEF@key.com CUSTOMERS BANK, as an Agent and as a Committed Lender 99 Bridge Street Phoenixville, PA 19460 Attention: Specialty Finance Facsimile No.: 610-482-9978 email: customersbankSF@customersbank.com USActive 51783866.1851783866.19 A-2 $35,000,000 Deutsche Bank AG, New York Branch Mitsubishi HC Capital America, Inc. $100,000,000135,000,000 $20,000,000 Lender Citizens Bank, N.A. $50,000,000 KeyBank National Association Commitment $75,000,000 Annex B Total: $280,000,000 Customers Bank USActive 60014327.3 Appendix B Amendments to the Exhibits and Schedules to Loan Agreement

---

CONFORMED THROUGH AMENDMENT NO. 78 DATED JUNE 29OCTOBER 31, 2023 U.S. Tax Compliance Certificate (Foreign Participant - non-Partnerships) EXHIBIT C-1 EXHIBIT G-3 Form of Note U.S. Tax Compliance Certificate (Foreign Participants - Partnerships) EXHIBIT D Form of Advance Request EXHIBIT G-4 Form of Monthly Report U.S. Tax Compliance Certificate (Foreign Lenders - Partnerships) SCHEDULES AND EXHIBITS TO LOAN FINANCING AND SERVICING AGREEMENT Dated as of December 14, 2018 (New Mountain Finance DB, L.L.C.) EXHIBITS EXHIBIT H Schedule of Collateral Obligations Certification EXHIBIT E EXHIBIT I Form of Joinder Agreement Form of Custodial Certification EXHIBIT C-2 SCHEDULES SCHEDULE 1 Diversity Score Calculation EXHIBIT F-1 Form of Reinvestment Request SCHEDULE 2-A Authorized Representatives of Servicer Moody’s Industry Classification Group List EXHIBIT B SCHEDULE 2-B S&P Industry Classifications EXHIBIT F-2 SCHEDULE 3 Request for Release and Receipt Collateral Obligations EXHIBIT C-3 SCHEDULE 4 Audit Standards Credit and Collection Policy EXHIBIT F-3 Form of Electronic Asset Approval Request SCHEDULE 5 Request for Release of Request for Release and Receipt Approved Valuation Firms EXHIBIT A SCHEDULE 6 Existing Indebtedness of the Servicer EXHIBIT G-1 SCHEDULE 7 U.S. Tax Compliance Certificate (Foreign Lender - non-Partnerships) Pre-Approved List EXHIBIT C-4 EXHIBIT C-5 EXHIBIT G-2 Form of Prepayment Notice Form of Electronic Asset Approval Notice C-1-5 Customers Bank $_______ Deutsche Bank AG New York Branch Mitsubishi HC Capital America, Inc. $_______ $_______ Lender Citizens Bank, N.A. $_______ KeyBank National Association Advance Total $_______ $_______ SCHEDULE 2 Advance Request Allocation of Advances C-4-2 $_______ Mitsubishi HC Capital America, Inc. $_______ Advances to be Prepaid KeyBank National Association Advances After Prepayment Citizens Bank, N.A. Lender Deutsche Bank AG New York Branch Current Commitment Customers Bank $_______ Total $_______ $_______ $_______ $_______ $_______ 2. The prepayment shall be made by the Borrower on [_______], 20[__] (the “Prepayment Date”); and 3. The amount of such prepayment shall be wired to the Collateral Agent for distribution to (or on behalf of) the Lenders on the Prepayment Date. The Borrower represents that the conditions described in Section 2.4 of the Loan Financing Agreement have been satisfied with respect to such prepayment. The Borrower has caused this Prepayment Notice to be executed and delivered, and the certification and warranties contained herein to be made, by its duly authorized officer on the date first set forth above. Current Advances Outstanding D-4 (d) [Distribution Information (i) the Amount Available constituting each of the Interest Collections and Principal Collections; (ii) the aggregate Advances outstanding; and (iii) an itemization of the amounts to be disbursed or paid pursuant to each clause of Section 8.3(a) and (b) of the Loan Financing and Servicing Agreement.]5 (e) Risk Retention Certification A representation from the Equityholder that all conditions set forth in Section 10.21 of the Loan Financing and Servicing Agreement are true and have been true on each date of the related Collection Period. (f) Collateral Obligation Files Exceptions A schedule of all exceptions related to Collateral Obligation Files in possession of the Collateral Custodian and all other information required to be provided pursuant to Section 18.4(b) of the Loan Financing and Servicing Agreement. (g) Interest Coverage Ratio Information The Collateral Agent hereby requests that the Servicer provide the interest coverage ratio (EBITDA/interest expense) of each Collateral Obligation as per the latest available financials. 5Included in Monthly Report delivered immediately prior to each Distribution Date.

---

James W. Stone Authorized Signatory Authorized Signatory ______________________________________ ______________________________________ New Mountain Finance DB, L.L.C. New Mountain Finance Corporation Name Robert A. Hamwee Shiraz Y. Kajee CEO ______________________________________ Authorized Signatory John R. Kline ______________________________________ President and CO Robert A. Hamwee ______________________________________ Office Shiraz Y. Kajee Adam B. Weinstein CFO and Treasurer Authorized Signatory ______________________________________ Authorized Signatory EXHIBIT F-1 AUTHORIZED REPRESENTATIVES Adam B. Weinstein ______________________________________ Executive Vice President and Chief Administrative Officer ______________________________________ ______________________________________ Specimen Signature Karrie J. Jerry Karrie J. Jerry CCO and Corporate Secretary ______________________________________ Authorized Signatory James W. Stone ______________________________________ Managing Director, Authorized Person John R. Kline ______________________________________ EXHIBIT I FORM OF CUSTODIAL CERTIFICATION [Date] New Mountain Finance DB, L.L.C. as Borrower 787 Seventh Avenue1633 Broadway, 4948th Floor New York, NY 10019 Attention: Tushar Bindal; Cyrus Moshiri; Matthew Miller Telephone: 212-655-0284 Email: tbindal@newmountaincapital.com; cmoshiri@newmountaincapital.com; MMiller@newmountaincapital.com Deutsche Bank AG, New York Branch as Facility Agent One Columbus Circle New York, New York 10019 Attention: Asset Finance Department Email: amit.patel@db.com; james.kwak@db.com; erica.flor@db.com; anuar.atiye-manzur@db.com U.S. Bank Trust Company, National Association as Collateral Agent Global Corporate Trust Services One Federal Street Boston, Massachusetts 02110 Telephone: (617) 603-6511 Email: New.Mountain.CDO@usbank.com Re: That certain Loan Financing and Servicing Agreement, dated as of December 14, 2018 (together with all amendments or any other modifications, if any, from time to time made thereto, the “Loan Financing Agreement”), among New Mountain Finance DB, L.L.C., as Borrower (the “Borrower”), New Mountain Finance Corporation, as Equityholder and as Servicer, U.S. Bank Trust Company, National Association, as Collateral Agent, U.S. Bank National Association, as Collateral Custodian, the Agents and Lenders from time to time parties thereto, and Deutsche Bank AG, New York Branch, as Facility Agent. Ladies and Gentlemen: In accordance with the provisions of Section 18.4(b) of the above-referenced Loan Financing Agreement, the undersigned, as Collateral Custodian, hereby certifies and confirms

---

nm-nmfcx2ndaruncommitted

Execution Copy DOC ID - 45183065.3 SECOND AMENDED AND RESTATED UNCOMMITTED REVOLVING LOAN AGREEMENT Dated as of October 31, 2023 New Mountain Finance Corporation, a Delaware corporation (the “Borrower”), and NMF Investments III, L.L.C., a Delaware limited liability company (the “Lender”) hereby agree as follows (with capitalized terms not otherwise defined herein having the meanings ascribed to them in Section 19): 1. Loans. Upon the terms and subject to the conditions of this Agreement, the Lender hereby establishes a discretionary revolving credit facility for the Borrower (the “Facility”), pursuant to which the Lender, on a discretionary and uncommitted basis, agrees to consider advancing, from time to time during the period from the date hereof through the Business Day immediately preceding the Maturity Date (the “Facility Period”), amounts in Dollars to the Borrower (the “Loans”), the aggregate outstanding principal amount of which shall not exceed $100,000,000 (the “Maximum Facility Amount”) at any time. Within the limits set forth in the preceding sentence and subject to the conditions of this Agreement, amounts of Loans that are repaid may be re-borrowed under this Section 1. Following the Lender's receipt of a Loan Request from the Borrower pursuant to Section 6, the Lender will advise the Borrower if it agrees to advance the requested Loan. If the Lender confirms that it will advance such Loan, then upon the fulfillment of the further conditions specified in Section 6, such Loan shall be disbursed by the Lender on the requested date therefor (which shall be a Business Day) in Dollars in funds immediately available to the Borrower in such manner as shall be reasonably requested by the Borrower and reasonably acceptable to the Lender. 2. Interest. Interest on each Loan shall accrue at the Interest Rate from the date of such Loan until such Loan is repaid in full. Interest shall be calculated on the basis of a year of 365/366 days, as the case may be, and the actual number of days elapsed and shall be payable in cash on the first Business Day of each calendar quarter, beginning on July 1, 2020, or, if earlier, on the date on which the outstanding principal amount of such Loan is repaid or prepaid in accordance with the terms hereof but no later than the Maturity Date. 3. Repayment; Termination; Exchange or Redemption. (a) Maturity. The Borrower promises to repay the entire unpaid principal amount of all Loans and all accrued but unpaid interest on the Maturity Date or, if earlier, upon the obligations hereunder becoming due pursuant to the last paragraph of Section 9. (b) Voluntary Prepayment. The Borrower may, at any time and from time to time, prepay, without premium or penalty, the Loans in whole or in part, together with accrued interest to the date of such prepayment on the aggregate principal prepaid. Each prepayment of the Loans by the Borrower pursuant to this Section 3(b) shall be allocated first to accrued but unpaid interest on such Loans to the date of such prepayment and then to unpaid principal amounts outstanding under such Loans. DOC ID - 45183065.3 -2- (c) Reduction; Termination. The Borrower may, at any time and from time to time, by written notice to the Lender, reduce the Maximum Facility Amount, provided that, after giving effect thereto, the outstanding principal amount of the Loans will not exceed the Maximum Facility Amount as so reduced. The Borrower may, at any time, by written notice to the Lender, terminate the Facility or the Facility Period, provided that, on the effective date of the termination of the Facility, all of the Loans, all accrued interest thereon and all other obligations of the Borrower hereunder have been paid in full. (d) Exchange or Redemption. Any portion of the Loans outstanding hereunder and under the Note shall, at the option of the Borrower by written notice to the Lender, be exchangeable or redeemable, in whole or in part, in either cash or, at the election of the Borrower, shares of the Borrower’s common stock, subject to the approval of the Borrower’s board of directors and compliance with applicable law, including the requirements of the Investment Company Act of 1940, as amended. 4. Evidence of Indebtedness. The Loans and the Borrower’s obligation to repay the Loans and pay interest thereon in accordance with this Agreement shall be evidenced by this Agreement, the records of the Lender and an Amended and Restated Promissory Note of the Borrower in the form of Exhibit A hereto dated as of the date hereof payable to the Lender or its registered assigns in a principal amount set forth in such Amended and Restated Promissory Note from time to time, which shall not at any time exceed the Maximum Facility Amount (the “Note”). 5. Lender Acknowledgement. The Lender acknowledges that each subsidiary of the Borrower, including New Mountain Finance Holdings, L.L.C., New Mountain Finance DB, L.L.C., New Mountain Finance SBIC, L.P., New Mountain Finance SBIC II, L.P., New Mountain Finance SBIC G.P., L.L.C., New Mountain Finance SBIC II G.P., L.L.C., NMF Ancora Holdings Inc., NMF QID Holdings, Inc., NMF YP Holdings Inc., NMF Permian Holdings, LLC, NMF HB, Inc., NMF TRM, LLC, NMF Pioneer, Inc., NMF OEC, Inc. and New Mountain Finance Servicing, L.L.C. (the “Subsidiaries”), and each portfolio company of the Borrower, including, as of December 31, 2022, NMFC Senior Loan Program III LLC, TVG-Edmentum Holdings, LLC, Edmentum Ultimate Holdings, LLC, New Benevis Topco, LLC, New Benevis Holdco, Inc., NMFC Senior Loan Program IV LLC, UniTek Global Services, Inc., NM NL Holdings LP, NM GP Holdco LLC, GS Acquisitionco, Inc., Knockout Intermediate Holdings I Inc., Kaseya Inc., PhyNet Dermatology LLC and Dealer Tire Holdings, LLC (the “Portfolio Companies”), is a legal entity separate from the Borrower and the assets of each of the Subsidiaries and Portfolio Companies are not intended to be available to satisfy any obligations of the Borrower hereunder or under the Note. 6. Loan Requests; Conditions to Loans. During the Facility Period, the Borrower may request a Loan by delivering a written request (a “Loan Request”) to the Lender at least two Business Days prior to the requested funding date (or such shorter period as Lender shall accept). The obligation of the Lender to make any Loan shall arise only upon the Lender's confirmation to the Borrower that it will fund the Loan requested in the Loan Request, provided that, the Lender's obligation to make each Loan is further subject to the fulfillment of each of the following conditions, in form and substance satisfactory to the Lender: DOC ID - 45183065.3 -3- (a) the Lender shall have received the Note, duly executed by the Borrower; (b) each representation and warranty contained in this Agreement shall be true and correct, and no Event of Default shall have occurred and be continuing, in each case as of the date each Loan is to be made hereunder, both prior to and after giving effect to such Loan and to the application of the proceeds thereof; and (c) the Lender shall have received such other documents and information, if any, as it shall have reasonably requested. 7. Representations and Warranties. In order to induce the Lender to enter into this Agreement and to consider making each Loan hereunder, the Borrower represents and warrants that: (a) the Borrower is duly incorporated, validly existing and in good standing under the laws of Delaware; (b) the Borrower has the power and authority to execute, deliver and perform the terms hereof; and the execution, delivery and performance by the Borrower of this Agreement and the Note have been duly authorized by all necessary corporate action and do not contravene (i) the Borrower’s charter or amended and restated bylaws or (ii) any law or any contractual restriction binding upon or affecting the Borrower or its property; (c) this Agreement and the Note have been duly executed and delivered by the Borrower and constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally; and (d) the execution, delivery and performance of this Agreement and the Note in accordance with their respective terms, and each borrowing of the Loans hereunder, do not and will not (i) require any governmental approval or other consent or approval, other than such approvals and consents that have been obtained and are in full force and effect, or (ii) violate or conflict with, result in a breach of, or constitute a default under, or result in or require creation of any lien or encumbrance upon any assets of the Borrower under, any applicable law or any agreement, indenture, lease, license, instrument or other contractual restriction or any organizational document to which the Borrower is a party or by which the Borrower or any of its properties may be bound; and (e) the Borrower will use the proceeds of the Loans for working capital and general corporate purposes permitted under its governing documents, including, without limitation, to fund its investments. 8. Covenants. From the date hereof and until the date upon which the Facility shall have terminated (whether as a result of the expiration or termination of the Facility Period, pursuant to Section 3(c) or pursuant to the last paragraph of Section 9) and the Loans and all other DOC ID - 45183065.3 -4- amounts payable or accrued hereunder shall have been paid in full in any manner provided for in Section 3 (the “Repayment Date”), the Borrower shall: (a) Preservation of Existence and Franchises, Scope of Business, Compliance with Law, Preservation of Enforceability. (i) Preserve and maintain its legal existence and all of its other franchises, licenses, rights and privileges, (ii) comply with applicable law in all material respects, and (iii) take all action and obtain all consents and governmental approvals required so that its obligations hereunder will at all times be legal, valid and binding and enforceable in accordance with their respective terms, except to the extent that the failure to take such action or obtain any such consent or approval could not reasonably be expected to have a material adverse effect on the Borrower; provided, however, that neither the Borrower nor any of its subsidiaries shall be required to preserve any right or franchise if the board of directors of the Borrower shall determine that the preservation thereof is no longer desirable for the conduct of the business of the Borrower and that the loss thereof is not disadvantageous in any material respect to the Borrower or the Lender. (b) Information. Upon the request from time to time of the Lender, the Borrower shall promptly furnish to the Lender such documents and information regarding this Agreement, the Note, the Loans, and the business, assets, liabilities, financial condition (including financial statements of the Borrower), results of operations or business prospects of the Borrower, as the Lender may reasonably request, in each case in form and substance reasonably satisfactory to the Lender. 9. Events of Default; Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within five Business Days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower and shall continue undismissed and unstayed for a period of 60 or more days, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or an order for such relief shall be entered, or the

---

DOC ID - 45183065.3 -5- Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any such Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower, terminate the Facility and declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Facility shall terminate. 10. Notices and Deliveries. All notices, communications and material to be given or delivered hereunder shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by facsimile (upon confirmation of receipt) or sent by email, or 72 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s address as set forth below. If to the Lender: NMF Investments III, L.L.C. 1633 Broadway 48th Floor New York, New York 10019 Email: aweinstein@newmountaincapital.com Attention: Adam Weinstein If to the Borrower: New Mountain Finance Corporation 1633 Broadway 48th Floor New York, New York 10019 Email: lholson@newmountaincapital.com Attention: Laura Holson 11. Assignment. (a) The Borrower may not assign any of its rights or obligations under this Agreement or the Note without the prior written consent of the Lender. (b) The Lender may not assign any of its rights or obligations under this Agreement or the Note without the prior written consent of the Borrower, which shall not DOC ID - 45183065.3 -6- be unreasonably withheld; provided that the Lender may do any of the following from time to time without the consent of the Borrower: (i) assign any or all of its rights and obligations under this Agreement or the Note to one or more Affiliates; (ii) pledge or otherwise grant a security interest or lien in any of its rights, obligations or interests under this Agreement and/or the Note to one or more of its lenders or (iii) assign or transfer any of its rights, obligations or interests under this Agreement or the Note to any Person during the continuance of an Event of Default or in connection with any exercise of remedies by any of its lender(s). (c) The Lender, acting solely for this purpose as a non-fiduciary agent for the Borrower, shall maintain a register for the recordation of the name and address of the Lender and each assignee of the Lender, and the principal amounts (and stated interest) owing to the Lender or such assignee pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Lender and each assignee of the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder. The Register shall be available for inspection by the Lender, any assignee thereof and the Borrower at any reasonable time and from time to time upon reasonable prior notice. 12. Tax Forms. The Lender and any assignee thereof that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement and the Note shall deliver to the Borrower, at the time or times reasonably requested by the Borrower, such properly completed and executed documentation reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. Without limiting the foregoing, the Lender shall deliver to the Borrower on or prior to the date hereof an executed copy of IRS Form W-9 certifying that the Lender is exempt from U.S. federal backup withholding tax. 13. Enforcement Expenses. The Borrower shall pay or reimburse the Lender for all reasonable and documented out-of-pocket costs and expenses (including but not limited to reasonable fees and disbursements of legal counsel) incurred by the Lender in connection with, arising out of, or in any way related to, the enforcement, exercise, preservation or protection by the Lender of any of its rights under this Agreement or the Note. 14. Judicial Proceedings; Waiver of Jury Trial. Each of the Borrower and the Lender agree to submit to personal jurisdiction in any court of competent jurisdiction in New York, New York, and to irrevocably waive any objection it may now or hereafter have as to the venue of any proceeding brought in such court or that such court is an inconvenient forum. Each of the Borrower and the Lender hereby waives personal service of process and consents that service of process upon it may be made, and deemed completed, in accordance with the provisions of Section 10. THE BORROWER AND THE LENDER WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING ARISING OUT OF OR RELATING TO THE LOANS, THIS AGREEMENT OR THE NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 15. Indemnity. The Borrower agrees to indemnify the Lender, its directors, officers, employees and agents (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, its proportionate share of any and all losses, claims, damages, liabilities DOC ID - 45183065.3 -7- and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby or related hereto, the performance by the parties thereto (other than the Lender) of their respective obligations thereunder or the consummation of the transactions contemplated thereby, (ii) the use of the proceeds of any of the Loans, or (iii) any claim, litigation, investigation, or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, in each case, to the fullest extent possible without such indemnification being inconsistent with such Borrower’s organizational documents. The foregoing provision shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of all or any portion of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Lender. Upon Borrower’s receipt of written demand therefor, all amounts due under this Section 15 shall be payable as directed by the Lender. 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 17. Counterparts. This Agreement may be signed in two counterparts, each of which shall constitute an original but both of which when taken together shall constitute but one agreement. 18. Amendment and Restatement. This Agreement amends and restates in its entirety the Amended and Restated Uncommitted Revolving Loan Agreement, dated as of May 4, 2020, as amended by Amendment No. 1 to Amended and Restated Loan Agreement, dated as of December 17, 2021 (the “Existing Agreement”), by and among the Borrower and the Lender. As of the date hereof, the Existing Agreement shall be superseded and replaced in its entirety by this Agreement, provided that, the execution of this Agreement does not extinguish the indebtedness, liabilities, or other obligations of the Borrower arising under the Existing Agreement, and does not constitute a novation or payment of any part of the indebtedness, liabilities or other obligations of the Borrower incurred under the Existing Agreement. 19. Definitions. For purposes of this Agreement: “Affiliate” of a specified Person shall mean any other Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. “AFR Rate” means (i) for any Reset Date occurring prior to the AFR Switch Date, the mid-term annual interest rate, and (ii) for any Reset Date occurring on or after the AFR Switch Date, the short-term annual interest rate, in each case as published by the Internal Revenue Service of the U.S. Treasury (“IRS”) to calculate imputed interest charges, as listed monthly on the IRS website at https://www.irs.gov/applicable-federal-rates. “AFR Switch Date” means December 31, 2024, which is the date occurring three years prior to the Maturity Date. “Agreement” shall mean this Second Amended and Restated Uncommitted Revolving Loan Agreement, as amended from time to time. DOC ID - 45183065.3 -8- “Bankruptcy Law” shall mean Title 11, U.S. Code or any similar federal or state law for the relief of debtors. “Borrower” is defined in the first paragraph of this Agreement. “Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York, New York are authorized to close. “Dollars” and the sign “$” shall mean lawful money of the United States of America. “Event of Default” is defined in Section 9 of this Agreement. “Facility” is defined in Section 1 of this Agreement. “Facility Period” is defined in Section 1 of this Agreement. “Indemnitee” is defined in Section 15 of this Agreement. “Interest Accrual Period” means each period commencing on a Reset Date and ending on the day immediately prior to the next succeeding Reset Date. “Interest Rate” means, for each Interest Accrual Period, a rate per annum equal to the AFR Rate as in effect on the first day of such Interest Accrual Period. “Loan Request” is defined in Section 6 of this Agreement. “Loans” is defined in Section 1 of this Agreement. “Lender” is defined in the first paragraph of this Agreement. “Maturity Date” shall mean December 31, 2027. “Maximum Facility Amount” is defined in Section 1 of this Agreement. “Note” is defined in Section 4 of this Agreement. “Person” shall mean any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. “Register” is defined in Section 11 of this Agreement. “Repayment Date” is defined in Section 8 of this Agreement. “Reset Date” means (i) in the case of the initial Interest Accrual Period, the Second AR Effective Date, and (ii) for each subsequent Interest Accrual Period, the first Business Day of each calendar quarter.

---

DOC ID - 45183065.3 -9- “Second AR Effective Date” means October 31, 2023. [signature page follows] IN WITNESS WHEREOF, the Borrower and the Lender have caused this Agreement to be duly executed by their duly authorized officers, all as of the day and year first above written. BORROWER: NEW MOUNTAIN FINANCE CORPORATION By: Name: Laura C. Holson Title: Authorized Signatory LENDER: NMF INVESTMENTS III, L.L.C. By: Name: Adam B. Weinstein Title: Authorized Signatory [Signature Page to Second Amended and Restated Uncommitted Revolving Loan Agreement] DocuSign Envelope ID: 3FE0FE2B-A126-4AB9-BE1A-6F1939A9A87C1 3194C 029C B9 -8D3C-2DED215FC655 EXHIBIT A SECOND AMENDED AND RESTATED PROMISSORY NOTE U.S. $100,000,000 October 31, 2023 FOR VALUE RECEIVED, NEW MOUNTAIN FINANCE CORPORATION, a Delaware corporation (the “Borrower”), hereby promises to pay to NMF Investments III, L.L.C., a Delaware limited liability company, or its registered assigns (the “Lender”), the principal amount equal to the aggregate unpaid principal amount advanced to the Borrower by the Lender under the Loan Agreement referred to below (the “Loans”) (capitalized terms not otherwise defined herein having the meanings ascribed to them in the Loan Agreement), which amount may be set forth from time to time on Schedule I attached hereto (such amount not to exceed One Hundred Million Dollars (U.S. $100,000,000)), with interest accrued on the Loans as provided in the Loan Agreement on the dates and in the amounts specified in the Loan Agreement. All payments due to the Lender hereunder shall be made to the Lender at the place, in the type of funds and in the matter specified in the Loan Agreement. Without limiting the foregoing, in accordance with Section 3(d) of the Loan Agreement, any portion of the Loans outstanding hereunder shall, at the option of the Borrower by written notice to the Lender, be exchangeable or redeemable, in whole or in part, in either cash or, at the election of the Borrower, shares of the Borrower’s common stock, subject to the approval of the Borrower’s board of directors and compliance with applicable law, including the requirements of the Investment Company Act of 1940, as amended. The holder hereof is authorized to endorse on Schedule I hereto the principal amount of each Loan and each payment or prepayment with respect thereto, provided that any failure in such regard shall not reduce or otherwise affect the Borrower's obligations under the Loan Agreement and this Note. Presentation, demand, protest, notice of dishonor and notice of intent to accelerate are hereby waived by the Borrower. No delay or omission by the Lender in exercising its rights under this Note shall operate as a waiver of such rights, nor shall the exercise of any right with respect to this Note waive or preclude the later exercise of such right or any other right. This Note evidences the Loans made under, and is entitled to the benefits of, the Second Amended and Restated Uncommitted Revolving Loan Agreement, dated as of the date hereof, by and between the Borrower and the Lender, as the same may be amended from time to time (the “Loan Agreement”). Reference is made to the Loan Agreement for provisions relating to the prepayment and the acceleration of the maturity hereof. Assignment or transfer of this Note may only be made in accordance with Section 11 of the Loan Agreement. This Note amends and restates in its entirety the Amended and Restated Promissory Note, dated as of May 4, 2020 (the “Existing Note”), made by the Borrower in favor of the Lender, in an aggregate principle amount not to exceed Fifty Million Dollars (U.S. $50,000,000). As of the date hereof, the Existing Note shall be superseded and replaced in its entirety by this Note. This Note does not extinguish the indebtedness, liabilities, or other obligations of the Borrower arising under the Existing Note, and does not constitute a novation or payment of any part of the indebtedness, liabilities or other obligations of the Borrower evidenced by the Existing Note. The Lender agrees that following delivery to it of this Note, it shall mark the Existing Note “canceled” and return the Existing Note to the Borrower. [signature page follows]

---

This Note shall be governed by and construed in accordance with the laws of the State of New York. NEW MOUNTAIN FINANCE CORPORATION By: Name: Title: Agreed and accepted: NMF INVESTMENTS III, L.L.C. By: Name: Title: [Signature Page to Second Amended and Restated Promissory Note] Schedule I SECOND AMENDED AND RESTATED PROMISSORY NOTE Date Amount of Loan Amount of Principal Paid or Prepaid Unpaid Principal Amount of Note Notation Made By

---

Document

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, John R. Kline, Chief Executive Officer of New Mountain Finance Corporation, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of New Mountain Finance Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 2nd day of November, 2023

/s/ JOHN R. KLINE
John R. Kline

Document

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Laura C. Holson, Chief Financial Officer of New Mountain Finance Corporation, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of New Mountain Finance Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 2nd day of November, 2023

/s/ LAURA C. HOLSON
Laura C. Holson

Document

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)

In connection with the Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Report”) of New Mountain Finance Corporation (the “Registrant”), as filed with the U.S. Securities and Exchange Commission on the date hereof, I, John R. Kline, the Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ JOHN R. KLINE
Name:	John R. Kline
Date:	November 2, 2023

Document

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)

In connection with the Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Report”) of New Mountain Finance Corporation (the “Registrant”), as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Laura C. Holson, the Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ LAURA C. HOLSON
Name:	Laura C. Holson
Date:	November 2, 2023