Common use of Drawdowns Clause in Contracts

Drawdowns. (a) Subject to the provisions of this Section 3, the Subscriber agrees to purchase 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 Fund. The Subscriber shall be required to fund a capital contribution to purchase Shares (a “Drawdown Purchase”) each time the Fund delivers a notice (the “Drawdown Notice”) to the Subscriber. Drawdown Notices shall be delivered at least 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 the Subscriber to purchase Shares on such Drawdown Date. Each purchase of Shares by the Subscriber pursuant to a Drawdown Notice will be made at a per Share price equal to the then-current transaction price per Share, which will generally be the most recently available net asset value (“NAV”) per Share as determined in accordance with the 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 5 hereof.

Drawdowns. (a) Subject to the provisions of this Section 3, the Subscriber agrees to A Member will purchase Shares Units 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 FundCompany. The Subscriber A Member shall be required to fund a capital contribution to purchase Shares Units (a “Drawdown Purchase”) each time the Fund Company delivers a notice (the “Drawdown Notice”) to the Subscribersuch Member. Drawdown Notices shall be delivered to the individual(s) designated by each Member electronically at least 10 business days 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”), 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 the Subscriber such Member to purchase Shares Units on such Drawdown Date. Each purchase of Shares A Drawdown Notice may be rescinded or postponed by the Subscriber pursuant 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 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 made 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 per Share price equal to below the then-current transaction price per Share, which will generally be the most recently available net asset value (“NAV”) per Share NAV as determined in accordance with the Adviser’s valuation policy. Upon a Closingwithin 48 hours, a Subscriber will not know the NAV per Share applicable on any effective purchase date. No Investor shall be required excluding Sundays and holidays, of such sale, subject 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 5 hereofcertain exceptions).

Drawdowns. (a) Subject With respect to the provisions of this Section 3, the Subscriber agrees to purchase 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 drawdowns by the Fund. The Company, each Subscriber shall will be required to fund a capital contribution drawdowns to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Fund Company delivers a notice (the a “Drawdown Notice”). Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Shares to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) 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 Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices shall will be delivered to each Subscriber at least 10 seven 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 the Subscriber to purchase Shares on such Drawdown Date. Each purchase of Shares by the Subscriber All purchases pursuant to a Drawdown Notice will generally be made at a per Share price equal to the then-current transaction price per Sharepro rata, which will generally be the most recently available net asset value (“NAV”) per Share as determined in accordance with the Adviser’s valuation policyremaining Capital Commitments of all Subscriber. Upon a ClosingTo accommodate the legal, a Subscriber will not know tax, regulatory or fiscal concerns of certain prospective investors, the NAV per Share applicable on any effective purchase dateCompany may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4. No Investor Subscriber 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 5 hereof.

Drawdowns. (a) Subject to the provisions of this Section 35, the Subscriber Purchaser agrees to purchase 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 Fund. The Subscriber Purchaser shall be required to fund a capital contribution to purchase Shares (a “Drawdown Purchase”) each time the Fund delivers a notice (the “Drawdown Notice”) to the SubscriberPurchaser. Drawdown Notices shall be delivered at least 10 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 Subscriber 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 the Subscriber Purchaser to purchase Shares on such Drawdown Date. Each The per Share price for the purchase of Shares by the Subscriber pursuant to on a Drawdown Notice will Date (the “Per Share Price”) shall be made at equal to a per Share price equal to the then-current transaction price per Share, which will generally be the most recently available net asset value per Share (“NAVNAV per Share”) per Share as determined in accordance with the Adviser’s valuation policyprocedures. Upon However, the Fund reserves the right to sell Shares at a Closing, a Subscriber will not know price set above the NAV per Share applicable based on any effective purchase datea variety of factors, including, without limitation, to account for an Investor’s allocable portion of the Fund’s initial offering, organizational and other expenses. No Investor shall be required to invest more than the total amount of its Capital Commitment. For (b) Each Drawdown Purchase Price shall be payable, in U.S. dollars and in immediately available funds per the avoidance wire transfer instructions set forth in such Drawdown Notice. In addition to the wire transfer instructions, each Drawdown Notice shall set forth (i) the Drawdown Date, (ii) the aggregate amount of doubt, any reference herein to a capital contribution that is being required or drawn from all Investors and (iii) the Purchaser’s share of the capital being drawn. The delivery of a Drawdown Notice being delivered by to the Fund Purchaser shall be deemed the sole and exclusive condition to include the Purchaser’s irrevocable and unconditional obligation to pay such contribution being required Drawdown Purchase Price in the amount set forth therein, without any right of offset, reduction, counterclaim or Drawdown Notice being delivered by a lender or agent in respect of any Subscription Facility as described in Section 5 hereofdefense.

Drawdowns. (a) Subject to the provisions of this Section 3, the Subscriber agrees to purchase 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 Fund. The Subscriber shall be required to fund a capital contribution to purchase Shares (a “Drawdown Purchase”) each time the Fund delivers a notice (the “Drawdown Notice”) to the Subscriber. Drawdown Notices shall be delivered at least 10 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 the Subscriber to purchase Shares on such Drawdown Date. Each purchase of Shares by the Subscriber pursuant to a Drawdown Notice will be made at a per Share price equal to the then-current transaction price per Share, which will generally be the most recently available net asset value (“NAV”) per Share as determined in accordance with the 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 5 hereof.

Drawdowns. (a) a. Subject to the provisions of this Section 3, the Subscriber agrees to purchase 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 Fund. The Subscriber shall be required to fund a capital contribution to purchase Shares (a “Drawdown Purchase”) each time the Fund delivers a notice (the “Drawdown Notice”) to the Subscriber. Drawdown Notices shall be delivered at least 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 the Subscriber to purchase Shares on such Drawdown Date. Each purchase of Shares by the Subscriber pursuant to a Drawdown Notice will be made at a per Share price equal to the then-current transaction price per Share, which will generally be the most recently available net asset value (“NAV”) per Share as determined in accordance with the 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 5 hereof.

Drawdowns. (a) Subject to the provisions of this Section 3, the Subscriber agrees to purchase 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 FundCompany (a “Capital Contribution”). The Subscriber shall be required to fund a capital contribution Capital Contribution to purchase Shares (a “Drawdown Purchase”) each time the Fund Company delivers a notice (the “Drawdown Notice”) to the Subscriber. Drawdown Notices shall be delivered at least 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 the Subscriber to purchase Shares on such Drawdown Date. Each purchase of Shares by the Subscriber pursuant to a Drawdown Notice will be made at a per Share price equal to the then-current transaction price per Share, which will generally be the most recently available net asset value per Share (“NAVNAV per Share”) per Share as determined in accordance with the AdviserCompany’s valuation policyprocedures set forth in the Memorandum. Upon However, the Company reserves the right to sell Shares at a Closing, price below NAV per share (to the extent permitted by the 1940 Act) and at a Subscriber will not know price set above the NAV per Share applicable based on any effective purchase datea 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 Capital Contribution being required or a Drawdown Notice being delivered by the Fund 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 described in Section 5 hereof.

Drawdowns. (a) Subject With respect to the provisions of this Section 3, the Subscriber agrees to purchase 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 drawdowns by the Fund. The Company, each Subscriber shall will be required to fund a capital contribution drawdowns to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Fund Company delivers a notice (the a “Drawdown Notice”). Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Shares to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) 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 Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices shall will be delivered to each Subscriber at least 10 seven 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 the Subscriber to purchase Shares on such Drawdown Date. Each purchase of Shares by the Subscriber All purchases pursuant to Vista Credit Strategic Lending Corp. a Drawdown Notice will generally be made at a per Share price equal to the then-current transaction price per Sharepro rata, which will generally be the most recently available net asset value (“NAV”) per Share as determined in accordance with the Adviser’s valuation policyremaining Capital Commitments of all Subscriber. Upon a ClosingTo accommodate the legal, a Subscriber will not know tax, regulatory or fiscal concerns of certain prospective investors, the NAV per Share applicable on any effective purchase dateCompany may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4. No Investor Subscriber 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 5 hereof.