Etc.
137140
Section 17.4
Costs and Expenses
137140
Section 17.5
Binding Effect; Survival
138141
Section 17.6
Captions and Cross References
138141
Section 17.7
Severability
138141
Section 17.8
GOVERNING LAW
139141
Section 17.9
Counterparts
139141
Section 17.10
WAIVER OF JURY TRIAL
139142
Section 17.11
No Proceedings
139142
Section 17.12
Limited Recourse
140142
Section 17.13
ENTIRE AGREEMENT
141144
Section 17.14
Confidentiality
141144
Section 17.15
Non-Confidentiality of Tax Treatment
142145
Section 17.16
Replacement of Lenders
142145
Section 17.17
Consent to Jurisdiction
143146
Section 17.18
Option to Acquire Rating
143146
Section 17.19
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
144146
Section 17.20
Lender Representation
144147
ARTICLE XVIII
COLLATERAL CUSTODIAN
144147
Section 18.1
Designation of Collateral Custodian
144147
Section 18.2
Duties of the Collateral Custodian
145147
viii
Section 18.3
Delivery of Collateral Obligation Files
147149
Section 18.4
Collateral Obligation File Certification
147150
Section 18.5
Release of Collateral Obligation Files
148150
Section 18.6
Examination of Collateral Obligation Files
150152
Section 18.7
Lost Note Affidavit
150153
Section 18.8
Transmission of Collateral Obligation Files
150153
Section 18.9
Merger or Consolidation
150153
Section 18.10
Collateral Custodian Compensation
151153
Section 18.11
Removal or Resignation of Collateral Custodian
151154
Section 18.12
Limitations on Liability
152154
Section 18.13
Collateral Custodian as Agent of Collateral Agent
153156
ix
EXHIBIT A
Form of Note
EXHIBIT B
Audit Standards
EXHIBIT C-1
Form of Advance Request
EXHIBIT C-2
Form of Reinvestment Request
EXHIBIT C-3
Form of Electronic Asset Approval Request
EXHIBIT C-4
Form of Prepayment Notice
EXHIBIT C-5
Form of Electronic Asset Approval Notice
EXHIBIT D
Form of Monthly Report
EXHIBIT E
Form of Joinder Agreement
EXHIBIT F-1
Authorized Representatives
EXHIBIT F-2
Request for Release and Receipt
EXHIBIT F-3
Request for Release of Request for Release and Receipt
EXHIBIT G-1
U.S. Tax Compliance Certificate (Foreign Lender - non-Partnerships)
EXHIBIT G-2
U.S. Tax Compliance Certificate (Foreign Participant - non-Partnerships)
EXHIBIT G-3
U.S. Tax Compliance Certificate (Foreign Participants - Partnerships)
EXHIBIT G-4
U.S. Tax Compliance Certificate (Foreign Lenders - Partnerships)
EXHIBIT H
Schedule of Collateral Obligations Certification
EXHIBIT I
Form of Custodial Certification
SCHEDULE 1
Diversity Score Calculation
SCHEDULE 2-A
Moody's Industry Classification Group List
SCHEDULE 2-B
S&P Industry Classifications
SCHEDULE 3
Collateral Obligations
SCHEDULE 4
Credit and Collection Policy
SCHEDULE 5
Approved Valuation Firms
SCHEDULE 6
Existing Indebtedness of the Servicer
SCHEDULE 7
Pre-Approved List
ANNEX A
Notice Information
ANNEX B
Commitments
x
LOAN FINANCING AND SERVICING AGREEMENT
THIS LOAN FINANCING AND SERVICING AGREEMENT is made and entered into as of
December 14, 2018 among NEW MOUNTAIN FINANCE DB, L.L.C., a Delaware limited
liability company (the "Borrower"), NEW MOUNTAIN FINANCE CORPORATION, a Delaware
corporation, as equityholder (in such capacity, together with its successors and
permitted assigns in such capacity, the "Equityholder"), the SERVICER (as
hereinafter defined), each LENDER (as hereinafter defined) FROM TIME TO TIME
PARTY HERETO, the AGENTS for each LENDER GROUP (as hereinafter defined) from
time to time parties hereto (each such party, in such capacity, together with
their respective successors and permitted assigns in such capacity, an "Agent"),
U.S.