Common use of Drawdown Notices Clause in Contracts

Drawdown Notices. Except as otherwise provided in Section 5.02(c), each Drawdown Notice for a Drawdown shall specify, to the extent known at the time such Drawdown Notice is delivered: (A) the manner in which, and the expected date on which, such Drawdown is to be applied; (B) if all or any portion of such Drawdown is to be applied to make one or more Investments, with respect to each proposed Investment, (w) a general description of the business of the Person that is, directly or indirectly, the subject of such proposed Investment, (x) the Investment Drawdown Amount in respect of such Investment, (y) whether such proposed Investment is in equity securities or equity-related securities (including preferred equity, convertible debt or similar securities) or debt securities, and (z) whether the Capital Contribution of such Investor in respect of such Investment is to be applied in respect of a Partnership Investment (and if so, whether directly or through a Partnership Investment Vehicle) or a Parallel Investment (and if so, whether directly or through a Parallel Investment Vehicle) or if all or any portion of such Drawdown is to be held as Temporary Cash Funds, the Investment Drawdown Amount related thereto; (C) if all or any portion of such Drawdown is to be applied in respect of any Expenses, the Expenses Drawdown Amount; (D) the required Capital Contribution to be made by such Investor (which shall be equal to the sum of such Investor’s share (determined pursuant to Section 5.02(b)(ii)) of each Investment Drawdown Amount or Temporary Cash Funds and such Investor’s share (determined pursuant to Section 5.02(b)(iii)) of the Expenses Drawdown Amount; (E) the date (the “Drawdown Date”) on which such Capital Contribution is due, which will be at least 10 calendar days from and including the date of delivery of the Drawdown Notice; and (F) the Person and the account to which such Capital Contribution shall be paid.

Drawdown Notices. Except as otherwise provided in (a) Subject to Section 5.02(c4.2(f), each Drawdown Notice for purchases of Shares will take place on dates selected by the Fund in its sole discretion (each, a Drawdown shall specify, to the extent known at the time such Drawdown Notice is delivered: (A) the manner in which, and the expected date on which, such Drawdown is to be applied; (B) if all or any portion of such Drawdown is to be applied to make one or more Investments, with respect to each proposed Investment, (w) a general description of the business of the Person that is, directly or indirectly, the subject of such proposed Investment, (x) the Investment Drawdown Amount in respect of such Investment, (y) whether such proposed Investment is in equity securities or equity-related securities (including preferred equity, convertible debt or similar securities) or debt securities, and (z) whether the Capital Contribution of such Investor in respect of such Investment is to be applied in respect of a Partnership Investment (and if so, whether directly or through a Partnership Investment Vehicle) or a Parallel Investment (and if so, whether directly or through a Parallel Investment Vehicle) or if all or any portion of such Drawdown is to be held as Temporary Cash Funds, the Investment Drawdown Amount related thereto; (C) if all or any portion of such Drawdown is to be applied in respect of any Expenses, the Expenses Drawdown Amount; (D) the required Capital Contribution to be made by such Investor (which shall be equal to the sum of such Investor’s share (determined pursuant to Section 5.02(b)(ii)) of each Investment Drawdown Amount or Temporary Cash Funds and such Investor’s share (determined pursuant to Section 5.02(b)(iii)) of the Expenses Drawdown Amount; (E) the date (the “Drawdown Date”) and shall be made in accordance with the provisions of Section 4.1. (b) The Fund shall deliver to the Subscriber, at least ten (10) Business Days prior to each Drawdown Date, a notice (each, a “Drawdown Notice”) setting forth (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Shareholder; and (iii) the Drawdown Date on which such Capital Contribution Drawdown Amount is due. For the purposes of this Subscription Agreement, which will the term “Business Day” shall have the meaning ascribed to it in Rule 14d-1(g)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (c) The delivery of a Drawdown Notice to the Subscriber shall be at least 10 calendar days from the sole and including exclusive condition to the date of delivery Subscriber’s obligation to pay the Drawdown Purchase Price, as applicable, identified in each Drawdown Notice. (d) On each Drawdown Date, the Subscriber shall pay the applicable Drawdown Purchase Price to the Fund by Fedwire in immediately available funds in U.S. dollars to the account specified in the Drawdown Notice. (e) Following the completion of the Drawdown Notice; andand purchase of Shares by a Subscriber, the Fund will deliver to the Subscriber a confirmation statement setting forth the number of Shares purchased by the Subscriber. (Ff) Except as provided below, at the Person occurrence of any listing of the Shares on a national securities exchange (“Exchange Listing”), Shareholders will be released from any further obligation under their respective Subscription Agreements to fund Drawdowns and purchase additional Shares, provided, prior to an Exchange Listing, Shareholders will remain obligated to fund Drawdowns to the account extent necessary to (a) pay Fund expenses, including management fees, amounts that may become due under any borrowings or other financings or similar obligations, or indemnity obligations, (b) complete investments in any transactions for which there are binding written agreements, (c) fund follow-on investments made in existing portfolio companies that, in the aggregate, do not exceed 5% of total capital commitments to the Fund, (d) fund obligations under any Fund guarantee, and/or (e) as necessary for the Fund to preserve its status as a RIC. (g) Notwithstanding anything to the contrary contained in this Subscription Agreement, the Fund shall have the right (a “Limited Exclusion Right”) to exclude Subscriber or any Other Subscriber (such Subscriber or Other Subscriber, an “Excused Subscriber”) from purchasing Shares from the Fund on any Drawdown Date if, in the reasonable discretion of the Fund, there is a substantial likelihood that such Excused Subscriber’s purchase of Shares at such time would (i) result in a violation of, or noncompliance with, any law or regulation to which such Excused Subscriber, the Fund, the Management Company, any Other Subscriber or a portfolio company would be subject or (ii) cause the assets of the Fund to constitute “plan assets” by reason of 29 CFR 2510.3-101 as modified by Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974 (“ERISA”) (together, the “Plan Assets Regulation”). (h) Notwithstanding the foregoing, the Fund reserves the right to permit Shareholders to fund Drawdowns on a non-pro rata basis up to such Shareholder’s Capital Contribution shall be paidCommitment in the Fund’s sole discretion upon the request of the Shareholder.

Drawdown Notices. Except as otherwise provided in (a) Subject to Section 5.02(c4.3(e), each Drawdown Notice for purchases of Shares will take place on dates selected by the Company in its sole discretion (each, a Drawdown shall specify, to the extent known at the time such Drawdown Notice is delivered: (A) the manner in which, and the expected date on which, such Drawdown is to be applied; (B) if all or any portion of such Drawdown is to be applied to make one or more Investments, with respect to each proposed Investment, (w) a general description of the business of the Person that is, directly or indirectly, the subject of such proposed Investment, (x) the Investment Drawdown Amount in respect of such Investment, (y) whether such proposed Investment is in equity securities or equity-related securities (including preferred equity, convertible debt or similar securities) or debt securities, and (z) whether the Capital Contribution of such Investor in respect of such Investment is to be applied in respect of a Partnership Investment (and if so, whether directly or through a Partnership Investment Vehicle) or a Parallel Investment (and if so, whether directly or through a Parallel Investment Vehicle) or if all or any portion of such Drawdown is to be held as Temporary Cash Funds, the Investment Drawdown Amount related thereto; (C) if all or any portion of such Drawdown is to be applied in respect of any Expenses, the Expenses Drawdown Amount; (D) the required Capital Contribution to be made by such Investor (which shall be equal to the sum of such Investor’s share (determined pursuant to Section 5.02(b)(ii)) of each Investment Drawdown Amount or Temporary Cash Funds and such Investor’s share (determined pursuant to Section 5.02(b)(iii)) of the Expenses Drawdown Amount; (E) the date (the “Drawdown Date”) and shall be made in accordance with the provisions of Section 4.1. (b) The Company shall deliver to the Subscriber, at least ten (10) days prior to each Drawdown Date or Catch-Up Date, a notice (each, a “Drawdown Notice”) setting forth (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Shareholder; (iii) the estimated number of Shares to be purchased by such Shareholder; (iv) the Drawdown Date on which such Capital Contribution Drawdown Amount is due, which will be at least 10 calendar days from ; and including the date of delivery of the Drawdown Notice; and (Fv) the Person and the account to which such Capital Contribution the Drawdown Amount should be wired. (c) The delivery of a Drawdown Notice to the Subscriber shall be paidthe sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price or Catch-Up Purchase Amount, as applicable, identified in each Drawdown Notice. (d) On each Drawdown Date or Catch-Up Date, as applicable, the Subscriber shall pay the Drawdown Purchase Price or Catch-Up Purchase Amount to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Drawdown Notice. (e) On the Drawdown Date, if, in connection with a per share price adjustment, the number of Shares to be purchased by a Shareholder differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Shareholder an additional notice setting forth the actual number of Shares purchased by such Shareholder. (f) Except as provided below, at the earlier of (i) an Exchange Listing (as defined in the Declaration of Trust) and (ii) the end of the Commitment Period (as defined below), Shareholders will be released from any further obligation under their respective Subscription Agreements to fund Drawdowns and purchase additional Shares, provided, however that for two years following the end of the Commitment Period and prior to an Exchange Listing, if any, Shareholders will remain obligated to fund Drawdowns to the extent necessary to (a) pay Company expenses, including management fees, amounts that may become due under any borrowings or other financings or similar obligations, or indemnity obligations, (b) complete investments in any transactions for which there are binding written agreements as of the end of the Commitment Period (including investments that are funded in phases), (c) fund follow-on investments made in existing portfolio companies within two years from the end of the Commitment Period that, in the aggregate, do not exceed 5% of total capital commitments to the Company, (d) fund obligations under any Company guarantee, and/or (e) as necessary for the Company to preserve its status as a RIC; provided, that no investor shall be required to subscribe for Shares in excess of its Capital Commitment. The “Commitment Period” will continue until the five year anniversary of the date on which Shareholders are required to fund their initial Drawdown (the “Commencement Date”). (g) Notwithstanding anything to the contrary contained in this Subscription Agreement, the Company shall have the right (a “Limited Exclusion Right”) to exclude Subscriber or any Other Subscriber (such Subscriber or Other Subscriber, an “Excused Subscriber”) from purchasing or continuing to hold Shares of the Company on any Drawdown Date if, in the reasonable discretion of the Company, there is a substantial likelihood that such Excused Subscriber’s purchase or continued holding of Shares at such time would (i) result in a violation of, or noncompliance with, any law or regulation to which such Excused Subscriber, the Company, Overland Advisors, LLC, a Delaware limited liability company (the “Advisor”), any Other Subscriber or a portfolio company would be subject or (ii) cause the assets of the Company to constitute or become at a material risk of becoming “plan assets” by reason of 29 CFR 2510.3 as modified by Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (together, the “Plan Assets Regulation”), or (iii) result in a Subscriber subject to the U.S. Bank Holding Company Act of 1956, as amended, owning in excess of 4.99% of any class of voting securities of the Company. In the event that any Limited Exclusion Right is exercised, the Company will be authorized to issue an additional Drawdown Notice to the non-Excused Subscribers to make up any applicable shortfall caused by such Limited Exclusion Right.

Drawdown Notices. Except as otherwise provided in Section 5.02(c(a) Subject to Sections 4.3(c) and 4.3(e), each Drawdown Notice for purchases of Shares will take place on dates selected by the Company in its sole discretion (each, a Drawdown shall specify, to the extent known at the time such Drawdown Notice is delivered: (A) the manner in which, and the expected date on which, such Drawdown is to be applied; (B) if all or any portion of such Drawdown is to be applied to make one or more Investments, with respect to each proposed Investment, (w) a general description of the business of the Person that is, directly or indirectly, the subject of such proposed Investment, (x) the Investment Drawdown Amount in respect of such Investment, (y) whether such proposed Investment is in equity securities or equity-related securities (including preferred equity, convertible debt or similar securities) or debt securities, and (z) whether the Capital Contribution of such Investor in respect of such Investment is to be applied in respect of a Partnership Investment (and if so, whether directly or through a Partnership Investment Vehicle) or a Parallel Investment (and if so, whether directly or through a Parallel Investment Vehicle) or if all or any portion of such Drawdown is to be held as Temporary Cash Funds, the Investment Drawdown Amount related thereto; (C) if all or any portion of such Drawdown is to be applied in respect of any Expenses, the Expenses Drawdown Amount; (D) the required Capital Contribution to be made by such Investor (which shall be equal to the sum of such Investor’s share (determined pursuant to Section 5.02(b)(ii)) of each Investment Drawdown Amount or Temporary Cash Funds and such Investor’s share (determined pursuant to Section 5.02(b)(iii)) of the Expenses Drawdown Amount; (E) the date (the “Drawdown Date”) and shall be made in accordance with the provisions of Section 4.1. (b) The Company shall deliver to the Subscriber, at least ten (10) days prior to each Drawdown Date or Catch-Up Date, a notice (each, a “Drawdown Notice”) setting forth (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Shareholder; (iii) the estimated number of Shares to be purchased by such Shareholder; (iv) the Drawdown Date on which such Capital Contribution Drawdown Amount is due, which will be at least 10 calendar days from ; and including the date of delivery of the Drawdown Notice; and (Fv) the Person and the account to which such Capital Contribution the Drawdown Amount should be wired. (c) The delivery of a Drawdown Notice to the Subscriber shall be paidthe sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price or Catch-Up Purchase Amount, as applicable, identified in each Drawdown Notice; provided, however that no Drawdown Notice shall be deemed delivered without satisfaction or waiver by the Subscriber in writing of the following conditions on or prior to the date of such Drawdown Notice: (i) The Company’s Form 10 shall (A) have become effective in accordance with the Securities Exchange Act of 1934, as amended, and (B) be in substantially the form provided to the Subscriber prior to the Closing Date (other than with respect to revisions requested by the U.S. Securities and Exchange Commission (the “SEC”) that do not materially alter the corresponding disclosure in the Offering Document, the population of blanks and the inclusion of the seed audit for AGL Private Credit Income Fund) (the “Exchange Act”). (ii) The Company’s Form N-54A election to be treated as a business development company shall have been made with the SEC by the Company. (iii) The Governing Documents and the investment advisory agreement (the “Investment Management Agreement”) by and between the Company and AGL US DL Management LLC, a Delaware limited liability company (the “Advisor”), shall have become effective with respect to the Company. (iv) The Advisor has been registered as an investment advisor with the under the Investment Advisers Act of 1940, as amended. (v) The Company acknowledges, confirms and represents to the Subscriber in writing that (A) it believes in its reasonable judgment, upon advice of outside counsel, that it has completed the SEC comment process regarding the Company’s Form 10 (for the avoidance of doubt, the effectiveness of the Form 10 shall not, alone, mean the comment process has completed), and there are no material comments communicated by the SEC staff to the Company or the Company’s legal counsel regarding the Company’s Form 10 to which the Company or its legal counsel has not responded orally or in writing, and (B) in the event that the SEC has delivered a comment to the Company or its legal counsel orally or in writing requesting the Company not sell Shares, the Company or its legal counsel shall have received oral or written communications from the SEC that the Company believes in its reasonable judgment, upon advice of outside counsel, indicates that it may sell Shares. (d) On each Drawdown Date or Catch-Up Date, as applicable, the Subscriber shall pay the Drawdown Purchase Price or Catch-Up Purchase Amount to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Drawdown Notice. (e) On the Drawdown Date, if, in connection with a per share price adjustment, the number of Shares to be purchased by a Shareholder differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Shareholder an additional notice setting forth the actual number of Shares purchased by such Shareholder. (f) Except as provided below, at the earlier of (i) an Exchange Listing (as defined in the Declaration of Trust) and (ii) the end of the Commitment Period (as defined below), Shareholders will be released from any further obligation under their respective Subscription Agreements to fund Drawdowns and purchase additional Shares, provided, however that for two years following the end of the Commitment Period and prior to an Exchange Listing, if any, Shareholders will remain obligated to fund Drawdowns to the extent necessary to (a) pay Company expenses, including management fees, amounts that may become due under any borrowings or other financings or similar obligations, or indemnity obligations, (b) complete investments in any transactions for which there are binding written agreements as of the end of the Commitment Period (including investments that are funded in phases), (c) fund follow-on investments made in existing portfolio companies within two years from the end of the Commitment Period that, in the aggregate, do not exceed 5% of total capital commitments to the Company, (d) fund obligations under any Company guarantee, and/or (e) as necessary for the Company to preserve its status as a RIC; provided, that no investor shall be required to subscribe for Shares in excess of its Capital Commitment. The “Commitment Period” will continue until the five year anniversary of the date on which Shareholders are required to fund their initial Drawdown (the “Commencement Date”). (g) Notwithstanding anything to the contrary contained in this Subscription Agreement, the Company shall have the right (a “Limited Exclusion Right”) to exclude the Subscriber or any Other Subscriber (such Subscriber or Other Subscriber, an “Excused Subscriber”) from purchasing or continuing to hold Shares of the Company on any Drawdown Date if, in the reasonable discretion of the Company, there is a substantial likelihood that such Excused Subscriber’s purchase or continued holding of Shares at such time would (i) result in a violation of, or noncompliance with, any law or regulation to which such Excused Subscriber, the Company, the Advisor, any Other Subscriber or a portfolio company would be subject or (ii) cause the assets of the Company to constitute or become at a material risk of becoming “plan assets” by reason of 29 CFR 2510.3 as modified by Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (together, the “Plan Assets Regulation”), or (iii) result in a Subscriber subject to the U.S. Bank Holding Company Act of 1956, as amended, owning in excess of 4.99% of any class of voting securities of the Company. In the event that any Limited Exclusion Right is exercised, the Company will be authorized to issue an additional Drawdown Notice to the non-Excused Subscribers to make up any applicable shortfall caused by such Limited Exclusion Right.

Drawdown Notices. Except as otherwise provided in (a) Subject to Section 5.02(c4.2(f), each Drawdown Notice for purchases of Shares will take place on dates selected by the Fund in its sole discretion (each, a Drawdown shall specify, to the extent known at the time such Drawdown Notice is delivered: (A) the manner in which, and the expected date on which, such Drawdown is to be applied; (B) if all or any portion of such Drawdown is to be applied to make one or more Investments, with respect to each proposed Investment, (w) a general description of the business of the Person that is, directly or indirectly, the subject of such proposed Investment, (x) the Investment Drawdown Amount in respect of such Investment, (y) whether such proposed Investment is in equity securities or equity-related securities (including preferred equity, convertible debt or similar securities) or debt securities, and (z) whether the Capital Contribution of such Investor in respect of such Investment is to be applied in respect of a Partnership Investment (and if so, whether directly or through a Partnership Investment Vehicle) or a Parallel Investment (and if so, whether directly or through a Parallel Investment Vehicle) or if all or any portion of such Drawdown is to be held as Temporary Cash Funds, the Investment Drawdown Amount related thereto; (C) if all or any portion of such Drawdown is to be applied in respect of any Expenses, the Expenses Drawdown Amount; (D) the required Capital Contribution to be made by such Investor (which shall be equal to the sum of such Investor’s share (determined pursuant to Section 5.02(b)(ii)) of each Investment Drawdown Amount or Temporary Cash Funds and such Investor’s share (determined pursuant to Section 5.02(b)(iii)) of the Expenses Drawdown Amount; (E) the date (the “Drawdown Date”) and shall be made in accordance with the provisions of Section 4.1. (b) The Fund shall deliver to the Subscriber, at least five (5) Business Days prior to each Drawdown Date, a notice (each, a “Drawdown Notice”) setting forth (i) the Drawdown Purchase Price to be paid by the Subscriber, which amount shall not to exceed the Subscriber’s Unfunded Capital Commitment; (ii) the aggregate Drawdown Purchase Prices paid by the Subscriber as of such Drawdown Date; (iii) the Drawdown Date on which such Capital Contribution Drawdown Purchase Price is duedue and (iv) the bank account to which the Subscriber shall pay the Drawdown Purchase Price. For the purposes of this Subscription Agreement, which will the term “Business Day” shall have the meaning ascribed to it in Rule 14d-1(g)(3) under the Securities Act of 1934, as amended (the “Exchange Act”). (c) The delivery of a Drawdown Notice to the Subscriber shall be at least 10 calendar days from the sole and including exclusive condition to the date Subscriber’s obligation to pay the Drawdown Purchase Price identified in each such Drawdown Notice. (d) On each Drawdown Date, the Subscriber shall pay the applicable Drawdown Purchase Price to the Fund by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Drawdown Notice. (e) Following the completion of delivery the payment of the Drawdown Notice; andPurchase Price and the purchase of Shares by the Subscriber, the Fund will deliver to the Subscriber a confirmation statement setting forth the number of Shares purchased by the Subscriber as of such Drawdown Date. (Ff) Except as provided below, at the end of the Commitment Period (as defined below), the Subscriber will be released from any further obligation under this Subscription Agreement to purchase additional Shares, provided, however that for two years following the end of the Commitment Period, the Subscriber remains obligated to fund each Drawdown Purchase Price set forth in a Drawdown Notice to the extent necessary to (a) pay Fund expenses, including management fees, amounts that may become due under any borrowings or other financings or similar obligations, or indemnity obligations, (b) complete investments in any transactions for which there are binding written agreements as of the end of the Commitment Period (including investments that are funded in phases), (c) fund follow-on investments made in existing portfolio companies within three years from the end of the Commitment Period that, in the aggregate, do not exceed 5% of total capital commitments to the Fund, (d) fund obligations under any Fund guarantee, and/or (e) as necessary for the Fund to preserve its status as a regulated investment company (a “RIC”). The “Commitment Period”, as to the Subscriber, will commence on the later of (i) from the date on which the Fund makes its first investment and (ii) the Person date on which this Subscription Agreement is accepted by the Fund, and ends on the account three-year anniversary thereafter. (g) Notwithstanding anything to the contrary contained in this Subscription Agreement, the Fund shall have the right (a “Limited Exclusion Right”) to exclude Subscriber or any Other Subscriber (such Subscriber or Other Subscriber, an “Excused Subscriber”) from purchasing Shares from the Fund on any Drawdown Date if, in the reasonable discretion of the Fund, there is a substantial likelihood that such Excused Subscriber’s purchase of Shares at such time would (i) result in a violation of, or noncompliance with, any law or regulation to which such Capital Contribution shall Excused Subscriber, the Fund, Stone Point Credit Income Adviser LLC (the “Adviser”), any Other Subscriber or a portfolio company would be paidsubject or (ii) cause the assets of the Fund to constitute “plan assets” by reason of 29 CFR 2510.3-101 as modified by Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974 (“ERISA”) (together, the “Plan Assets Regulation”). (h) Notwithstanding the foregoing, the Fund reserves the right to require the Subscriber or any Other Subcriber, including Shareholders making additional capital commitments, to fully fund their capital commitment by wire to the Fund’s bank account on or before the last business day of the month of its respective Closing.

Drawdown Notices. Except as otherwise provided in Section 5.02(c), each Drawdown Notice for a Drawdown shall specify, 2.1 Subject to the extent known terms and conditions contained herein and in the Appendix of each Facility which the Borrower wishes to utilise, at any time and from time to time during the time Availability Period of a particular Facility or Facilities, the Borrower may give notice to the Bank that it requires Accommodation to be provided by the Bank under such Drawdown Notice is deliveredFacility or Facilities. Such notices shall: (Aa) subject to any provision to the manner contrary in whichthe Appendix of a Facility which the Borrower wishes to utilise on the proposed Accommodation Date be given not later than three Business Days before a proposed Accommodation Date or such shorter period as may be agreed; (b) specify the proposed Accommodation Date; (c) specify the proposed form of Accommodation being by way of any one or more Facilities; (d) specify the Accommodation Particulars required in respect of each Facility which the Borrower wishes to utilise on such Accommodation Date; (e) specify, and when relevant, the expected date on which, such Drawdown bank account or accounts to which payment is to be appliedmade; (Bf) if all or any portion of such Drawdown is to be applied to make one or more Investments, with respect to each proposed Investment, (w) a general description of effective on receipt by the business of the Person that is, directly or indirectly, the subject of such proposed Investment, (x) the Investment Drawdown Amount in respect of such Investment, (y) whether such proposed Investment is in equity securities or equity-related securities (including preferred equity, convertible debt or similar securities) or debt securities, Bank and (z) whether the Capital Contribution of such Investor in respect of such Investment is to be applied in respect of a Partnership Investment (and if so, whether directly or through a Partnership Investment Vehicle) or a Parallel Investment (and if so, whether directly or through a Parallel Investment Vehicle) or if all or any portion of such Drawdown is to be held as Temporary Cash Funds, the Investment Drawdown Amount related thereto; (C) if all or any portion of such Drawdown is to be applied in respect of any Expenses, the Expenses Drawdown Amount; (D) the required Capital Contribution to be made by such Investor (which once given shall be equal to the sum of such Investor’s share (determined pursuant to Section 5.02(b)(ii)) of each Investment Drawdown Amount or Temporary Cash Funds and such Investor’s share (determined pursuant to Section 5.02(b)(iii)) of the Expenses Drawdown Amount; (E) the date (the “Drawdown Date”) on which such Capital Contribution is due, which will be at least 10 calendar days from and including the date of delivery of the Drawdown Noticeirrevocable; and (Fg) subject to any provision to the contrary in the Appendix of a Facility which the Borrower wishes to utilise on the proposed Accommodation Date, be in writing. (a) The Bank shall not be obliged to provide Accommodation on a particular Accommodation Date if immediately after the provision of such Accommodation the aggregate of the Outstanding Accommodation of all Facilities would exceed the Accommodation Limit. (b) The Bank shall not be obliged to provide any Accommodation on a particular Accommodation Date under a particular Facility if immediately after the provision of such Accommodation the Outstanding Accommodation of that Facility would exceed the Facility Accommodation Limit of that particular Facility. (c) The Borrower shall ensure that at all times during the Availability Period: (a) the Person aggregate of the Outstanding Accommodation of all Facilities shall not exceed the Accommodation Limit; and (b) the Outstanding Accommodation of each Facility shall not exceed the Facility Accommodation Limit of each particular Facility. 2.3 The Bank shall not be obliged to provide any Accommodation requested in a particular Drawdown Notice: (a) if an Event of Default or an event which with the lapsing of time or the giving of notice would become an Event of Default has occurred; (b) unless all necessary approvals (and in particular but without limiting the account generality thereof the approval in writing of the Reserve Bank of Australia or such other relevant authority the approval of which may from time to which such Capital Contribution time be required by law), consents, licences, exemptions and filings shall be paidhave been obtained or done and certified copies thereof provided to the Bank. 2.4 The obligations of the Bank hereunder are subject to the satisfaction by the Borrower of the conditions precedent set out in Part 6 of Schedule 1 hereto.

Drawdown Notices. Except as otherwise provided in (a) Subject to Section 5.02(c4.2(f), purchases of Shares will take place on dates selected by the Company in its sole discretion (each, a “Drawdown Date”) and shall be made in accordance with the provisions of Section 4.1. (b) The Company shall deliver to the Subscriber, at least ten (10) Business Days prior to each Drawdown Date, a notice (each, a “Drawdown Notice”) setting forth (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Shareholder; and (iii) the Drawdown Date on which such Drawdown Amount is due. For the avoidance of doubt, the terms of each Drawdown Notice for will depend on several factors, including but not limited to the Shareholder’s status as an institutional investor, a retail investor, a Common Shareholder, and/or Institutional Shareholder, as set forth in Section 4.1. For the purposes of this Subscription Agreement, the term “Business Day” shall have the meaning ascribed to it in Rule 14d-1(g)(3) under the Securities Act of 1934, as amended (the “Exchange Act”). (c) The delivery of a Drawdown Notice to the Subscriber shall specifybe the sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price, as applicable, identified in each Drawdown Notice. (d) On each Drawdown Date, the Subscriber shall pay the applicable Drawdown Purchase Price to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Drawdown Notice. (e) Following the completion of the Drawdown and purchase of Shares by a Subscriber, the Company will deliver to the Subscriber a confirmation statement setting forth the number of Shares purchased by the Subscriber. (f) Except as provided below, at the earlier of (i) an Exchange Listing (as defined in Section 6) and (ii) the end of the Commitment Period (as defined below), Shareholders will be released from any further obligation under their respective Subscription Agreements to fund Drawdowns and purchase additional Shares, provided, however that for two years following the end of the Commitment Period and prior to an Exchange Listing, Shareholders will remain obligated to fund Drawdowns to the extent known at the time such Drawdown Notice is delivered: necessary to (Aa) the manner in whichpay Company expenses, and the expected date on whichincluding management fees, such Drawdown is to be applied; (B) if all amounts that may become due under any borrowings or any portion of such Drawdown is to be applied to make one other financings or more Investmentssimilar obligations, with respect to each proposed Investmentor indemnity obligations, (wb) a general description complete investments in any transactions for which there are binding written agreements as of the business end of the Person Commitment Period (including investments that is, directly or indirectly, the subject of such proposed Investmentare funded in phases), (xc) fund follow-on investments made in existing portfolio companies within three years from the Investment Drawdown Amount end of the Commitment Period that, in respect the aggregate, do not exceed 5% of such Investmenttotal capital commitments to the Company, (yd) whether such proposed Investment is in equity securities or equity-related securities fund obligations under any Company guarantee, and/or (including preferred equity, convertible debt or similar securitiese) or debt securities, and (z) whether as necessary for the Capital Contribution Company to preserve its status as a RIC. The “Commitment Period” will continue until the five year anniversary of such Investor in respect of such Investment is to be applied in respect of a Partnership Investment (and if so, whether directly or through a Partnership Investment Vehicle) or a Parallel Investment (and if so, whether directly or through a Parallel Investment Vehicle) or if all or any portion of such Drawdown is to be held as Temporary Cash Funds, the Investment Drawdown Amount related thereto; (C) if all or any portion of such Drawdown is to be applied in respect of any Expenses, the Expenses Drawdown Amount; (D) the required Capital Contribution to be made by such Investor (which shall be equal to the sum of such Investor’s share (determined pursuant to Section 5.02(b)(ii)) of each Investment Drawdown Amount or Temporary Cash Funds and such Investor’s share (determined pursuant to Section 5.02(b)(iii)) of the Expenses Drawdown Amount; (E) the date (the “Drawdown Commencement Date”) on which such the Company first issues Shares to investors not affiliated with the Company or Stone Point Credit Adviser (the “Adviser”); provided, however, that the Commitment Period for any Shareholder that makes its Capital Contribution is due, which will be at least 10 calendar days from and including Commitment after the date of delivery two year anniversary of the Drawdown Notice; andCommencement Date will extend until the three year anniversary of such Shareholder’s initial Capital Commitment. (Fg) Notwithstanding anything to the Person and contrary contained in this Subscription Agreement, the account Company shall have the right (a “Limited Exclusion Right”) to exclude Subscriber or any Other Subscriber (such Subscriber or Other Subscriber, an “Excused Subscriber”) from purchasing Shares from the Company on any Drawdown Date if, in the reasonable discretion of the Company, there is a substantial likelihood that such Excused Subscriber’s purchase of Shares at such time would (i) result in a violation of, or noncompliance with, any law or regulation to which such Excused Subscriber, the Company, the Adviser, any Other Subscriber or a portfolio company would be subject or (ii) cause the investments of “Benefit Plan Investors” (within the meaning of Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and certain Department of Labor regulations) to be significant and the assets of the Company to be considered “plan assets” under ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). (h) Notwithstanding the foregoing, the Company reserves the right to permit Existing Shareholders to fund Drawdowns on a non-pro rata basis up to such Existing Shareholder’s Capital Contribution shall be paidCommitment in the Company’s sole discretion upon the request of the Existing Shareholder.

Drawdown Notices. Except 2.01 Subject to the terms and conditions contained herein and in the Appendix of each Facility which the Borrower wishes to utilise, at any time and from time to time during the Availability Period of a particular Facility or Facilities, the Borrower may give notice to the Bank that it requires Accommodation to be provided by the Bank under such Facility or Facilities. Such notices shall:- (a) subject to any provision to the contrary in the Appendix of a Facility which the Borrower wishes to utilise on the proposed Accommodation Date, be given not later than three Business Days before a proposed Accommodation Date or such shorter period as otherwise provided may be agreed; (b) specify the proposed Accommodation Date; (c) specify the proposed form of Accommodation being by way of any one or more Facilities; (d) specify the Accommodation Particulars required in Section 5.02(c), respect of each Drawdown Notice for a Drawdown shall Facility which the Borrower wishes to utilise on such Accommodation Date; (e) specify, when relevant, the bank account or accounts to the extent known at the time such Drawdown Notice is delivered: (A) the manner in which, and the expected date on which, such Drawdown which payment is to be appliedmade; (Bf) if all or any portion of such Drawdown is to be applied to make one or more Investments, with respect to each proposed Investment, (w) a general description of effective on receipt by the business of the Person that is, directly or indirectly, the subject of such proposed Investment, (x) the Investment Drawdown Amount in respect of such Investment, (y) whether such proposed Investment is in equity securities or equity-related securities (including preferred equity, convertible debt or similar securities) or debt securities, Bank and (z) whether the Capital Contribution of such Investor in respect of such Investment is to be applied in respect of a Partnership Investment (and if so, whether directly or through a Partnership Investment Vehicle) or a Parallel Investment (and if so, whether directly or through a Parallel Investment Vehicle) or if all or any portion of such Drawdown is to be held as Temporary Cash Funds, the Investment Drawdown Amount related thereto; (C) if all or any portion of such Drawdown is to be applied in respect of any Expenses, the Expenses Drawdown Amount; (D) the required Capital Contribution to be made by such Investor (which once given shall be equal to the sum of such Investor’s share (determined pursuant to Section 5.02(b)(ii)) of each Investment Drawdown Amount or Temporary Cash Funds and such Investor’s share (determined pursuant to Section 5.02(b)(iii)) of the Expenses Drawdown Amount; (E) the date (the “Drawdown Date”) on which such Capital Contribution is due, which will be at least 10 calendar days from and including the date of delivery of the Drawdown Noticeirrevocable; and (Fg) subject to any provision to the contrary in the Appendix of a Facility which the Borrower wishes to utilise on the proposed Accommodation Date, be in writing. (a) The Bank shall not be obliged to provide Accommodation on a particular Accommodation Date if immediately after the provision of such Accommodation the aggregate of the Outstanding Accommodation of all Facilities would exceed the Accommodation Limit. (b) The Bank shall not be obliged to provide any Accommodation on a particular Accommodation Date under a particular Facility if immediately after the provision of such Accommodation the Outstanding Accommodation of that Facility would exceed the Facility Accommodation Limit of that particular Facility. (c) The Borrower shall ensure that at all times during the Availability Period:- (i) the Person aggregate of the Outstanding Accommodation of all Facilities shall not exceed the Accommodation Limit; and (ii) the Outstanding Accommodation of each Facility shall not exceed the Facility Accommodation Limit of each particular Facility. 2.03 The Bank shall not be obliged to provide any Accommodation requested in a particular Drawdown Notice:- (a) if an Event of Default or an event which with the lapsing of time or the giving of notice would become an Event of Default has occurred; (b) unless all necessary approvals (and in particular but without limiting the account generality thereof the approval in writing of the Reserve Bank of Australia or such other relevant authority the approval of which may from time to which such Capital Contribution time be required by law), consents, licences, exemptions and filings shall be paidhave been obtained or done and certified copies thereof provided to the Bank. 2.04 The obligations of the Bank hereunder are subject to the satisfaction by the Borrower of the conditions precedent set out in Part 6 of the Schedule hereto, prior to the receipt by the Bank of the first Drawdown Notice.