Loan Authorization Agreement between the Company and BMO Harris Bank N.A., dated May 9, 2022

Exhibit 10.1

Loan Authorization Agreement

Dated: May 9, 2022

The Fund referred to below has applied for, and BMO Harris Bank N.A. (the “Lender”) has approved the establishment of, a loan authorization account (“Loan Account”) from which the Fund may from time to time request loans in an aggregate amount of up to the maximum amount of credit shown below (the “Amount of Maximum Credit”). Interest on such loans is computed at a variable rate which may change daily based upon changes in the Prime Rate or the SOFR Quoted Rate (each hereinafter defined). The Fund may make principal payments at any time and in any amount without premium or penalty. The request by the Fund for, and the making by the Lender of, any loan against the Loan Account shall constitute an agreement between the Fund and the Lender as follows:

Name of Fund: New Mountain Guardian IV BDC, L.L.C., a Delaware limited liability company (the “Fund”).

Periodic Statements (as defined below) reflecting accrued interest will be sent and interest will be payable in accordance with Section 2 hereof.

Payments shall be due at the Lender’s principal office in Chicago, Illinois, paid to the Lender and its registered assigns, and made by federal wire transfer to:

Loans will be made available from the Loan Account subject to the Lender’s approval on a case-by-case basis as and when Loans are requested by the Fund.

All Loans shall be made against and evidenced by the Fund’s promissory note payable to the Lender and its registered assigns, such note to be in the form of Exhibit A attached hereto (the “Note”). The Lender agrees that the Note shall evidence only the actual unpaid principal balance of Loans made under the Loan Account. All Loans made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Lender on its books and records or, at its option in any instance, on a schedule to the Note and the unpaid principal balance and status and rates so recorded by the Lender shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans evidenced thereby and the interest rates applicable thereto, absent manifest error; provided, that the failure of the Lender to record any of the foregoing shall not limit or otherwise affect the obligation of the Fund to repay the principal amount of the Note together with accrued interest thereon. Subject to Section 17, the Lender agrees that if it transfers or assigns the Note, the Lender will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Fund agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Lender on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

(a)            Unless the Fund notifies the Lender by 12:00 noon (New York Time) on the applicable Interest Payment Date that the Fund intends to pay the interest due on the Loans on such Interest Payment Date with funds not borrowed under this Agreement, the Fund shall be deemed to have irrevocably requested a Loan on each Interest Payment Date in the amount of the interest then due on the Loans, in each case subject to the provisions of this Agreement (other than the Minimum Amount requirement), which new Loan shall be applied to pay the interest then due on the Loans. In the event the Fund has elected to pay the interest due on the Loans with funds not borrowed under this Agreement and the Fund fails to make any such payment within twenty (20) days of the applicable Interest Payment Date, the Lender may in its sole discretion deem the Fund to have irrevocably requested a Loan in the amount of the interest then due on the Loans, in each case subject to the provisions of this Agreement (other than the requirement that a Loan be in a Minimum Amount) which new Loans shall be applied to pay the interest then due on the Loans.

(b)            Each payment of interest by a borrowing of a Loan shall be evidenced by the Note, shall bear interest from the date made at a rate per annum equal at all times to the rate then applicable to the Loans, payable on the Maturity Date therefor.

(c)            In no event shall the unpaid principal balance of all Loans, including, without limitation, each borrowing of a Loan to pay interest then due on the Loans, exceed the Amount of Maximum Credit.

(a)            as soon as available, and in any event within thirty (30) days after the last day of each fiscal quarter, a certificate as of such date in the form, or substantially the form, of Exhibit B attached hereto;

(b)            promptly after the same are made available to the Fund’s Members, and in any event within sixty (60) days after the last day of each of the first three fiscal quarters of each fiscal year of the Fund, a copy of the Fund’s balance sheet as of the last day of such fiscal quarter and its statements of income, retained earnings and cash flows for the fiscal year-to-date period then ended, prepared by the Fund in accordance in all material respects with generally accepted accounting principles (“GAAP”), except as otherwise stated therein (and subject to the absence of footnotes and ordinary year-end adjustments), and certified to by its chief financial officer or such other officer reasonably acceptable to the Lender; and

(c)            promptly after the same are made available to the Fund’s Members, and in any event within one hundred twenty (120) days after the close of each fiscal year of the Fund, a copy of the Fund’s balance sheet as of the last day of the fiscal year then ended and its statements of income, retained earnings and cash flows for the fiscal year then ended, and accompanying notes thereto, accompanied by an unqualified opinion (as to scope of audit or going concern) thereon of a firm of independent public accountants of recognized standing, selected by the Fund and reasonably satisfactory to the Lender to the effect that the financial statements present fairly in all material respects in accordance with GAAP the financial condition of the Fund as of the close of such fiscal year and the results of operations and cash flows for the fiscal year then ended.

Notwithstanding anything to the contrary contained herein, no financial statements or other financial deliveries shall be required to be furnished to the Lender pursuant to clauses (b) and (c) of this Section until such time as such financial statements or deliveries are first made available to the Fund’s Members.

(a)       to provide the Lender with notice promptly after any senior officer of the Fund or the Adviser becoming aware of (i) any event which would give any one or more of the Fund’s Members the right to terminate or suspend its Capital Commitment, whether in whole or in part, and whether or not contingent upon the passage of time or the giving of notice or both, (ii) a Key Person Event or an Alternative Key Person Event, (iii) any action taken, or to be taken, which could reasonably be expected to result in the termination of the Investment Period, (iv) any event which would permit a Member to withdraw from the Fund, (v) any event or agreement which would excuse a Member from participating in any capital call relating to the Fund, (vi) any assignment of a Member’s membership interest in the Fund, (vii) either the Fund or New Mountain Finance Advisers BDC, L.L.C., a Delaware limited liability company and the investment manager of the Fund (the “Adviser”), being a named party in any material litigation, arbitration or other judicial or administrative proceeding, (viii) receipt of a notice of default under an SPV Facility (as defined herein) and (ix) of the occurrence of any repurchase obligation by the Fund under an SPV Facility (including any repurchase obligation for ineligible assets) or any demand for payment under a so-called “bad-boy” or “limited recourse” guaranty with respect to an SPV Facility;

(b)     unless otherwise agreed to by the Lender in writing, that promptly after the transfer of assets by the Fund into a special purpose vehicle for financing by any other financial institution (each, an “SPV Facility”), the Fund shall apply the cash proceeds (net of financing expenses and, unless a Default (as defined below) then exists and is continuing, other current expenses of the Fund, including current management fees then due) from such financing to the repayment of the then outstanding principal balance of the Loans and accrued and unpaid interest thereon until paid in full. For purposes of this Agreement, “Default” means the failure by the Fund to pay when due (after taking into account any applicable grace period, including the fifteen (15) Business Day period applicable in the case of a demand for repayment), whether by demand or otherwise, any monetary obligation under this Agreement and the Note;

(c)      that the aggregate amount of outstanding indebtedness of the Fund does not as of the date hereof and will not at any time hereafter exceed the 40% of the Fund’s Remaining Capital Commitments (the “Advance Rate”); provided, however, that such availability is subject to change solely at the Lender’s discretion upon notice to the Fund, and in the event such change requires a repayment of the Loans or a portion thereof, the Fund shall have fifteen (15) Business Days to make such payment;

(d)      that the Loans to the Fund shall not at any time cause the Fund to exceed the aggregate amount of Fund Indebtedness that it is permitted to have outstanding under its LLC Agreement or other organizational documents of the Fund;

(e)       that at no time shall the Fund incur any third party indebtedness or other outstanding obligations, other than (i) with the prior written consent of the Lender, (ii) contingent obligations that are (A) related to an SPV Facility and not constituting a payment guaranty or repurchase obligation arising in connection with a default thereunder or under any asset purchased in a repurchase facility (it being agreed that repurchase obligations for assets determined to be ineligible (but not by reason of a default under such asset) shall be permitted), (B) limited to customary indemnity and expense reimbursement obligations in favor of service providers in the ordinary course of business, (C) endorsements for collection or deposit in the ordinary course of business or (D) so-called “bad boy” or “limited-recourse” guaranties for which payment arises solely due to misconduct, (iii) any obligations owing to the Lender or any affiliate thereof, (iv) accounts payable incurred in the ordinary course of business, (v) obligations for taxes and other governmental obligations, such as filing and registration fees, that are not overdue or are being contested in good faith and for which adequate reserves have been established under GAAP, (vi) purchase and funding commitments relating to the investment assets of the Fund as permitted under the LLC Agreement, and (vii) other indebtedness and obligations in an aggregate amount not to exceed $250,000 at any time outstanding; and

(f)       that at no time shall the Fund or its Board of Directors delegate the authority to issue Drawdown Notices to any Person other than the Adviser and the Lender.

No delay by the Lender in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Lender of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. The Fund agrees to pay to the Lender all reasonable and invoiced out-of-pocket expenses incurred or paid by the Lender in connection with the establishment and maintenance of the Loan Account and the collection of the Loans and any court costs and other reasonable amounts due under this Agreement, including, without limitation, reasonable attorneys’ fees (including the allocated amount of attorneys’ fees of in-house counsel in connection with any exercise of remedies or enforcement action); provided, that, for the avoidance of doubt, the foregoing shall not include taxes (other than taxes that represent losses, claims or damages arising from a non-tax claim), which is instead subject to Section 22. The Lender shall have the right at any time to set-off the balance of any deposit account that the Fund may at any time maintain with the Lender against any amounts at any time owing under this Agreement, whether or not the balance of Loans under this Agreement is then due.

“Indemnified Taxes” shall mean taxes (including any penalties or interest thereon), other than Excluded Taxes, imposed on or with respect to any payment made by the Fund to the Lender under this Agreement.

“Excluded Taxes” shall mean any of the following taxes (including any penalties or interest thereon) imposed on or with respect to the Lender or required to be withheld or deducted from a payment to the Lender: (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 the Lender being organized under the laws of, having its principal office, or its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof) or (ii) imposed as a result of a present or former connection between the Lender and the jurisdiction imposing such tax (other than connections arising from the Lender having executed, delivered, performed its obligations under, received payments under, engaged in any other transaction pursuant to or enforced this Agreement, or sold or assigned an interest in any Loan or this Agreement), (b) U.S. federal withholding taxes imposed on amounts payable to or for the account of the Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (i) the Lender acquires such interest in the Loan or (ii) the Lender changes its lending office, except in each case to the extent that amounts with respect to such taxes were payable either to the Lender’s assignor immediately before the Lender became a party hereto or to the Lender immediately before it changed its lending office, (c) taxes attributable to the Lender’s failure to comply with Section 20 hereof and (d) any withholding taxes imposed under FATCA.

The Fund shall timely pay to the relevant governmental authority in accordance with applicable law any Other Taxes. “Other Taxes” means 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 loan document, except any such taxes that are imposed as a result of any present or former connection between a jurisdiction imposing such tax and the Lender imposed with respect to an assignment (other than an assignment made at the request of the Fund).

(b)      In order to secure further the payment and performance by the Fund of the Obligations, the Fund shall require that all Members wire transfer, or send checks for deposit, to that certain account held by the Fund at State Street Bank and Trust Company or another custodian or depositary bank reasonably acceptable to Lender (the “Custodian”), for credit to the Fund in Account No. 11984291, which account shall, on or prior to the date twenty (20) days after the date of this Agreement (or such later date as agreed to by the Lender in writing) be subject to a tri-party account control agreement among the Fund, Custodian and Lender (the “Control Agreement”) reasonably acceptable to the Lender (the “Capital Commitment Account”), all monies or sums paid or to be paid by any Member to the capital of the Fund as Contributed Capital as and when Contributed Capital is called pursuant to the Drawdown Notices and the LLC Agreement. In addition, the Fund shall, upon receipt, deposit into the Capital Commitment Account any payments and monies which it receives directly from the Members as Contributed Capital. The Fund shall not direct any Member to make payments to the capital of the Fund as Contributed Capital to any account other than the Capital Commitment Account, unless the Lender has provided its prior written consent.

[Signature page to follow]

The Fund agrees to the terms applicable to it set forth above.

This Agreement is dated as of the date first written above.

[Signature Page to Loan Authorization Agreement]

Accepted and agreed as of the date first written above.

[Signature Page to Loan Authorization Agreement - New Mountain Guardian IV BDC, L.L.C.]