Common use of Drawdowns Clause in Contracts

Drawdowns. A Member will purchase Units for an aggregate purchase price equal to its Commitment, payable at such times and in such amounts as required by the Company. A Member shall be required to fund a capital contribution to purchase Units (a “Drawdown Purchase”) each time the Company delivers a notice (the “Drawdown Notice”) to such Member. Drawdown Notices shall be delivered to the individual(s) designated by each Member electronically at least seven Business Days (measured from the date the Company sends the applicable notice, rather than the date such notice is received) prior to the date on which payment will be due (each, a “Drawdown Date”) and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by such Member to purchase Units on such Drawdown Date. A Drawdown Notice may be rescinded or postponed by the Company by prompt written notice but no later than the relevant Drawdown Date. In the case of a postponement to a specified future date, such notice shall restate the information contained in the original Drawdown Notice, indicating any material changes. Drawdown Purchases will generally be made pro rata, in accordance with Undrawn Commitments of all Members. However, the Company retains the right at its discretion to call Drawdown Purchases on a non-pro rata basis so that the assets of the Company will not be considered “plan assets” under ERISA or the Plan Asset Regulations, or as otherwise necessary or desirable in order to comply with ERISA or any other applicable legal, regulatory, tax or similar regimes. Furthermore, certain Drawdown Purchases may be made on a non-pro rata basis by Members that provide Commitments after the Initial Closing. The Drawdown Purchase Price will be at least equal to net asset value, or NAV, per Unit in accordance with the limitations under Section 23 of the 1940 Act (which generally prohibits the Company from selling Units at a price below the then-current NAV as determined within 48 hours, excluding Sundays and holidays, of such sale, subject to certain exceptions).

Drawdowns. A Member will (a) Subject to the provisions of this Section 3, the Subscriber agrees to purchase Units Shares for an aggregate purchase price (in U.S. dollars) equal to its Capital Commitment, payable at such times and in such amounts as required by the CompanyFund. A Member The Subscriber shall be required to fund a capital contribution to purchase Units Shares (a “Drawdown Purchase”) each time the Company Fund delivers a notice (the “Drawdown Notice”) to such Memberthe Subscriber. Drawdown Notices shall be delivered to the individual(s) designated by each Member electronically at least seven Business Days (measured from the date the Company sends the applicable notice, rather than the date such notice is received) 10 business days prior to the date on which payment will be due (each, a “Drawdown Date”) ), which notice period may be waived with respect to any Drawdown Date by the Subscriber in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by such Member the Subscriber to purchase Units Shares on such Drawdown Date. A Each purchase of Shares by the Subscriber pursuant to a Drawdown Notice may will be rescinded or postponed by made at a per Share price equal to the Company by prompt written notice but no later than the relevant Drawdown Date. In the case of a postponement to a specified future datethen-current transaction price per Share, such notice shall restate the information contained in the original Drawdown Notice, indicating any material changes. Drawdown Purchases which will generally be made pro rata, in accordance with Undrawn Commitments of all Members. However, the Company retains the right at its discretion to call Drawdown Purchases on a non-pro rata basis so that the assets of the Company will not be considered “plan assets” under ERISA or the Plan Asset Regulations, or as otherwise necessary or desirable in order to comply with ERISA or any other applicable legal, regulatory, tax or similar regimes. Furthermore, certain Drawdown Purchases may be made on a non-pro rata basis by Members that provide Commitments after the Initial Closing. The Drawdown Purchase Price will be at least equal to most recently available net asset value, or value (“NAV, ”) per Unit Share as determined in accordance with the limitations under Adviser’s valuation policy. Upon a Closing, a Subscriber will not know the NAV per Share applicable on any effective purchase date. No Investor shall be required to invest more than the total amount of its Capital Commitment. For the avoidance of doubt, any reference herein to a capital contribution being required or a Drawdown Notice being delivered by the Fund shall be deemed to include such contribution being required or Drawdown Notice being delivered by a lender or agent in respect of any Subscription Facility as described in Section 23 of the 1940 Act (which generally prohibits the Company from selling Units at a price below the then-current NAV as determined within 48 hours, excluding Sundays and holidays, of such sale, subject to certain exceptions)5 hereof.

Drawdowns. A Member will purchase Units for an aggregate purchase price equal (a) With respect to its Commitment, payable at such times and in such amounts as required drawdowns by the Company. A Member shall , each Subscriber will be required to fund a capital contribution drawdowns to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company delivers a notice (the a “Drawdown Notice”) to such Member). Drawdown Notices shall will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be delivered paid by such Subscriber; (iii) the estimated number of Shares to the individual(sbe purchased by such Subscriber; and (iv) designated by each Member electronically at least seven Business Days (measured from the date (the Company sends the applicable notice, rather than the date such notice is received) prior to the date on which payment will be due (each, a “Drawdown Date”) and shall on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per share price adjustment Vista Credit Strategic Lending Corp. described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the amountDrawdown Notice, in U.S. dollars, the Company will deliver to the Subscriber an additional notice setting forth the actual number of the aggregate purchase price (the “Drawdown Purchase Price”) Shares to be paid purchased by such Member Subscriber. Drawdown Notices will be delivered to purchase Units on such each Subscriber at least seven business days prior to the Drawdown Date. A All purchases pursuant to a Drawdown Notice may be rescinded or postponed by the Company by prompt written notice but no later than the relevant Drawdown Date. In the case of a postponement to a specified future date, such notice shall restate the information contained in the original Drawdown Notice, indicating any material changes. Drawdown Purchases will generally be made pro rata, in accordance with Undrawn the remaining Capital Commitments of all MembersSubscriber. HoweverTo accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company retains the right may determine to allow certain investors to fully fund their Capital Commitment at its discretion to call Drawdown Purchases on a non-pro rata basis so that the assets one point in time, in lieu of sequential drawdowns of the Company will not Capital Commitment as described in this Section 4. No Subscriber shall be considered “plan assets” under ERISA or required to invest more than the Plan Asset Regulations, or as otherwise necessary or desirable in order to comply with ERISA or any other applicable legal, regulatory, tax or similar regimes. Furthermore, certain Drawdown Purchases may be made on a non-pro rata basis by Members that provide Commitments after the Initial Closing. The Drawdown Purchase Price will be at least equal to net asset value, or NAV, per Unit in accordance with the limitations under Section 23 total amount of the 1940 Act (which generally prohibits the Company from selling Units at a price below the then-current NAV as determined within 48 hours, excluding Sundays and holidays, of such sale, subject to certain exceptions)its Capital Commitment.

Drawdowns. A Member will purchase Units for an aggregate purchase price equal (a) With respect to its Commitment, payable at such times and in such amounts as required drawdowns by the Company. A Member shall , each Subscriber will be required to fund a capital contribution drawdowns to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company delivers a notice (the a “Drawdown Notice”) to such Member). Drawdown Notices shall will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be delivered paid by such Subscriber; (iii) the estimated number of Shares to the individual(sbe purchased by such Subscriber; and (iv) designated by each Member electronically at least seven Business Days (measured from the date (the Company sends the applicable notice, rather than the date such notice is received) prior to the date on which payment will be due (each, a “Drawdown Date”) and shall on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the amountDrawdown Notice, in U.S. dollars, the Company will deliver to the Subscriber an additional notice setting forth the actual number of the aggregate purchase price (the “Drawdown Purchase Price”) Shares to be paid purchased by such Member Subscriber. Drawdown Notices will be delivered to purchase Units on such each Subscriber at least seven business days prior to the Drawdown Date. A All purchases pursuant to Vista Credit Strategic Lending Corp. a Drawdown Notice may be rescinded or postponed by the Company by prompt written notice but no later than the relevant Drawdown Date. In the case of a postponement to a specified future date, such notice shall restate the information contained in the original Drawdown Notice, indicating any material changes. Drawdown Purchases will generally be made pro rata, in accordance with Undrawn the remaining Capital Commitments of all MembersSubscriber. HoweverTo accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company retains the right may determine to allow certain investors to fully fund their Capital Commitment at its discretion to call Drawdown Purchases on a non-pro rata basis so that the assets one point in time, in lieu of sequential drawdowns of the Company will not Capital Commitment as described in this Section 4. No Subscriber shall be considered “plan assets” under ERISA or required to invest more than the Plan Asset Regulations, or as otherwise necessary or desirable in order to comply with ERISA or any other applicable legal, regulatory, tax or similar regimes. Furthermore, certain Drawdown Purchases may be made on a non-pro rata basis by Members that provide Commitments after the Initial Closing. The Drawdown Purchase Price will be at least equal to net asset value, or NAV, per Unit in accordance with the limitations under Section 23 total amount of the 1940 Act (which generally prohibits the Company from selling Units at a price below the then-current NAV as determined within 48 hours, excluding Sundays and holidays, of such sale, subject to certain exceptions)its Capital Commitment.

Drawdowns. A Member will a. Subject to the provisions of this Section 3, the Subscriber agrees to purchase Units Shares for an aggregate purchase price (in U.S. dollars) equal to its Capital Commitment, payable at such times and in such amounts as required by the CompanyFund. A Member The Subscriber shall be required to fund a capital contribution to purchase Units Shares (a “Drawdown Purchase”) each time the Company Fund delivers a notice (the “Drawdown Notice”) to such Memberthe Subscriber. Drawdown Notices shall be delivered to the individual(s) designated by each Member electronically at least seven Business Days (measured from the date the Company sends the applicable notice, rather than the date such notice is received) 10 business days prior to the date on which payment will be due (each, a “Drawdown Date”) ), which notice period may be waived with respect to any Drawdown Date by the Subscriber in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by such Member the Subscriber to purchase Units Shares on such Drawdown Date. A Each purchase of Shares by the Subscriber pursuant to a Drawdown Notice may will be rescinded or postponed by made at a per Share price equal to the Company by prompt written notice but no later than the relevant Drawdown Date. In the case of a postponement to a specified future datethen-current transaction price per Share, such notice shall restate the information contained in the original Drawdown Notice, indicating any material changes. Drawdown Purchases which will generally be made pro rata, in accordance with Undrawn Commitments of all Members. However, the Company retains the right at its discretion to call Drawdown Purchases on a non-pro rata basis so that the assets of the Company will not be considered “plan assets” under ERISA or the Plan Asset Regulations, or as otherwise necessary or desirable in order to comply with ERISA or any other applicable legal, regulatory, tax or similar regimes. Furthermore, certain Drawdown Purchases may be made on a non-pro rata basis by Members that provide Commitments after the Initial Closing. The Drawdown Purchase Price will be at least equal to most recently available net asset value, or value (“NAV, ”) per Unit Share as determined in accordance with the limitations under Adviser’s valuation policy. Upon a Closing, a Subscriber will not know the NAV per Share applicable on any effective purchase date. No Investor shall be required to invest more than the total amount of its Capital Commitment. For the avoidance of doubt, any reference herein to a capital contribution being required or a Drawdown Notice being delivered by the Fund shall be deemed to include such contribution being required or Drawdown Notice being delivered by a lender or agent in respect of any Subscription Facility as described in Section 23 of the 1940 Act (which generally prohibits the Company from selling Units at a price below the then-current NAV as determined within 48 hours, excluding Sundays and holidays, of such sale, subject to certain exceptions)5 hereof.

Drawdowns. A Member will (a) Subject to the provisions of this Section 3, the Subscriber agrees to purchase Units Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the CompanyCompany (a “Capital Contribution”). A Member The Subscriber shall be required to fund a capital contribution Capital Contribution to purchase Units Shares (a “Drawdown Purchase”) each time the Company delivers a notice (the “Drawdown Notice”) to such Memberthe Subscriber. Drawdown Notices shall be delivered to the individual(s) designated by each Member electronically at least seven Business Days (measured from the date the Company sends the applicable notice, rather than the date such notice is received) 10 business days prior to the date on which payment will be due (each, a “Drawdown Date”) ), which notice period may be waived with respect to any Drawdown Date by the Subscriber in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by such Member the Subscriber to purchase Units Shares on such Drawdown Date. A Each purchase of Shares pursuant to a Drawdown Notice may be rescinded or postponed by the Company by prompt written notice but no later than the relevant Drawdown Date. In the case of a postponement to a specified future date, such notice shall restate the information contained in the original Drawdown Notice, indicating any material changes. Drawdown Purchases will generally be made pro rata, at a per Share price equal to the then-current net asset value per Share (“NAV per Share”) as determined in accordance with Undrawn Commitments of all Membersthe Company’s valuation procedures set forth in the Memorandum. However, the Company retains reserves the right at its discretion to call Drawdown Purchases on a non-pro rata basis so that the assets of the Company will not be considered “plan assets” under ERISA or the Plan Asset Regulations, or as otherwise necessary or desirable in order to comply with ERISA or any other applicable legal, regulatory, tax or similar regimes. Furthermore, certain Drawdown Purchases may be made on a non-pro rata basis by Members that provide Commitments after the Initial Closing. The Drawdown Purchase Price will be at least equal to net asset value, or NAV, per Unit in accordance with the limitations under Section 23 of the 1940 Act (which generally prohibits the Company from selling Units sell Shares at a price below NAV per share (to the then-current extent permitted by the 1940 Act) and at a price set above the NAV per Share based on a variety of factors, including, without limitation, the total amount of the Company’s initial offering, organizational and other expenses. No Investor shall be required to invest more than the total amount of its Capital Commitment. For the avoidance of doubt, any reference herein to a Capital Contribution being required or a Drawdown Notice being delivered by the Company shall be deemed to include such contribution being required or Drawdown Notice being delivered by a lender or agent in respect of any Subscription Facility as determined within 48 hours, excluding Sundays and holidays, of such sale, subject to certain exceptions)described in Section 5 hereof.

Drawdowns. A Member will (a) Subject to the provisions of this Section 5, the Purchaser agrees to purchase Units Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the CompanyFund. A Member The Purchaser shall be required to fund a capital contribution to purchase Units Shares (a “Drawdown Purchase”) each time the Company Fund delivers a notice (the “Drawdown Notice”) to such Memberthe Purchaser. Drawdown Notices shall be delivered to the individual(s) designated by each Member electronically at least seven Business Days (measured from the date the Company sends the applicable notice, rather than the date such notice is received) three business days prior to the date on which payment will be due (each, a “Drawdown Date”) ), which notice period may be waived with respect to any Drawdown Date by the Purchaser in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by such Member the Purchaser to purchase Units Shares on such Drawdown Date. A The per Share price for the purchase of Shares on a Drawdown Notice may Date (the “Per Share Price”) shall be rescinded or postponed by the Company by prompt written notice but no later than the relevant Drawdown Date. In the case of a postponement equal to a specified future date, such notice shall restate per Share price equal to the information contained in the original Drawdown Notice, indicating any material changes. Drawdown Purchases will generally be made pro rata, then-current net asset value per Share (“NAV per Share”) as determined in accordance with Undrawn Commitments of all Membersthe Adviser’s valuation procedures. However, the Company retains Fund reserves the right to sell Shares at its discretion to call Drawdown Purchases a price set above the NAV per Share based on a non-pro rata basis so that the assets variety of factors, including, without limitation, to account for an Investor’s allocable portion of the Company will not Fund’s initial offering, organizational and other expenses. No Investor shall be considered “plan assets” under ERISA or required to invest more than the Plan Asset Regulations, or as otherwise necessary or desirable in order to comply with ERISA or any other applicable legal, regulatory, tax or similar regimestotal amount of its Capital Commitment. Furthermore, certain Drawdown Purchases may be made on a non-pro rata basis by Members that provide Commitments after the Initial Closing. The (b) Each Drawdown Purchase Price will shall be at least equal payable, in U.S. dollars and in immediately available funds per the wire transfer instructions set forth in such Drawdown Notice. In addition to net asset valuethe wire transfer instructions, or NAVeach Drawdown Notice shall set forth (i) the Drawdown Date, per Unit in accordance with (ii) the limitations under Section 23 aggregate amount of capital that is being drawn from all Investors and (iii) the Purchaser’s share of the 1940 Act (which generally prohibits capital being drawn. The delivery of a Drawdown Notice to the Company from selling Units at a price below Purchaser shall be the then-current NAV as determined within 48 hourssole and exclusive condition to the Purchaser’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the amount set forth therein, excluding Sundays and holidayswithout any right of offset, of such salereduction, subject to certain exceptions)counterclaim or defense.

Drawdowns. A Member will (a) Subject to the provisions of this Section 3, the Subscriber agrees to purchase Units Shares for an aggregate purchase price (in U.S. dollars) equal to its Capital Commitment, payable at such times and in such amounts as required by the CompanyFund. A Member The Subscriber shall be required to fund a capital contribution to purchase Units Shares (a “Drawdown Purchase”) each time the Company Fund delivers a notice (the “Drawdown Notice”) to such Memberthe Subscriber. Drawdown Notices shall be delivered to the individual(s) designated by each Member electronically at least seven Business Days (measured from the date the Company sends the applicable notice, rather than the date such notice is received) five business days prior to the date on which payment will be due (each, a “Drawdown Date”) ), which notice period may be waived with respect to any Drawdown Date by the Subscriber in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by such Member the Subscriber to purchase Units Shares on such Drawdown Date. A Each purchase of Shares by the Subscriber pursuant to a Drawdown Notice may will be rescinded or postponed by made at a per Share price equal to the Company by prompt written notice but no later than the relevant Drawdown Date. In the case of a postponement to a specified future datethen-current transaction price per Share, such notice shall restate the information contained in the original Drawdown Notice, indicating any material changes. Drawdown Purchases which will generally be made pro rata, in accordance with Undrawn Commitments of all Members. However, the Company retains the right at its discretion to call Drawdown Purchases on a non-pro rata basis so that the assets of the Company will not be considered “plan assets” under ERISA or the Plan Asset Regulations, or as otherwise necessary or desirable in order to comply with ERISA or any other applicable legal, regulatory, tax or similar regimes. Furthermore, certain Drawdown Purchases may be made on a non-pro rata basis by Members that provide Commitments after the Initial Closing. The Drawdown Purchase Price will be at least equal to most recently available net asset value, or value (“NAV, ”) per Unit Share as determined in accordance with the limitations under Adviser’s valuation policy. Upon a Closing, a Subscriber will not know the NAV per Share applicable on any effective purchase date. No Investor shall be required to invest more than the total amount of its Capital Commitment. For the avoidance of doubt, any reference herein to a capital contribution being required or a Drawdown Notice being delivered by the Fund shall be deemed to include such contribution being required or Drawdown Notice being delivered by a lender or agent in respect of any Subscription Facility as described in Section 23 of the 1940 Act (which generally prohibits the Company from selling Units at a price below the then-current NAV as determined within 48 hours, excluding Sundays and holidays, of such sale, subject to certain exceptions)5 hereof.