Common use of Capital Drawdowns Clause in Contracts

Capital Drawdowns. (a) Common Unitholders agree to purchase Common Units for an aggregate purchase price equal to their respective Undrawn Capital Commitments, payable at such times and in such amounts as required by the Company following the receipt of the required notice, as described below. Each Common Unitholder will be required to make capital contributions (up to the amount of its Undrawn Capital Commitment) to purchase Common Units each time the Company delivers a drawdown notice (a “Drawdown Notice”), which will be delivered in respect of such Capital Commitment at least ten (10) calendar days prior to the required funding date selected by the Company in its sole discretion (a “Capital Drawdown Date”), provided, that, with respect to the first Capital Drawdown Date of any Member, notice may be delivered to Common Unitholders any time prior to the Initial Closing; provided further, that, with respect to the first Capital Drawdown Date immediately following a Subsequent Closing, notice may be delivered to Common Unitholders any time prior to the Subsequent Closing. Each of the Common Unitholders and the Company agrees that on each Capital Drawdown Date, such Common Unitholder shall purchase from the Company, and the Company shall issue to such Common Unitholder, a number of Common Units equal to the Drawdown Unit Amount at an aggregate price equal to the Drawdown Purchase Price; provided, however, that in no circumstance will a Common Unitholder be required to purchase Common Units for an amount in excess of its Undrawn Capital Commitment; provided, further, that the delivery of a Drawdown Notice to a Common Unitholder shall be the sole and exclusive condition to such Common Unitholder’s obligation to pay the Drawdown Purchase Price identified in such Drawdown Notice, and shall represent the Company’s acceptance of the Common Unitholder’s irrevocable and ongoing offer to purchase Common Units. The obligation of Common Unitholders to fund Undrawn Capital Commitments is without defense, counterclaim or offset of any kind. (b) As used in this Agreement:

Capital Drawdowns. (a) Common Unitholders agree to purchase Common Units for an aggregate purchase price equal to their respective Undrawn Capital Commitments, payable at such times and in such amounts as required Purchases of Shares will take place on dates selected by the Company following in its sole discretion (each, a “Capital Drawdown Date”) and shall be made in accordance with the receipt provisions of the required notice, as described below. Each Common Unitholder will be required to Section 1.2. (b) The Company shall make capital contributions (up available to the amount of its Undrawn Capital Commitment) to purchase Common Units each time Investor via the Company delivers a drawdown notice (a “Drawdown Notice”)investor portal, which will be delivered in respect of such Capital Commitment at least ten (10) calendar days prior to the required funding date selected by the Company in its sole discretion (a “Capital Drawdown Date”), provided, that, with respect to the first Capital Drawdown Date of any Member, notice may be delivered to Common Unitholders any time prior to the Initial Closing; provided further, that, with respect to the first Capital Drawdown Date immediately following a Subsequent Closing, notice may be delivered to Common Unitholders any time prior to the Subsequent Closing. Each of the Common Unitholders and the Company agrees that on each Capital Drawdown Date, such Common Unitholder shall purchase from a notice (each, a “Funding Notice”) setting forth (i) the CompanyCapital Drawdown Date, (ii) the aggregate Drawdown Purchase Price and the aggregate Drawdown Share Amount, (iii) the applicable Drawdown Purchase Price, Per Share Price and Drawdown Share Amount, and (iv) the Company shall issue account to such Common Unitholder, a number of Common Units equal to the Drawdown Unit Amount at an aggregate price equal to which the Drawdown Purchase Price; provided, however, that in no circumstance will a Common Unitholder Price should be required to purchase Common Units for an amount in excess of its Undrawn Capital Commitment; provided, further, that the wired. (c) The delivery of a Drawdown Funding Notice to a Common Unitholder the Investor shall be the sole and exclusive condition to such Common Unitholderthe Investor’s obligation to pay the Drawdown Purchase Price identified in such Drawdown each Funding Notice, and shall represent the Company’s acceptance of the Common UnitholderInvestor’s irrevocable and ongoing offer to purchase Common Units. The obligation of Common Unitholders to fund Undrawn Capital Commitments is without defense, counterclaim or offset of any kindShares contained in this Subscription Agreement. (d) On each Capital Drawdown Date, the Investor shall pay the Drawdown Purchase Price to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Funding Notice. (e) The investment period commenced on May 26, 2022 and will end on the fourth anniversary of the Initial Closing Date (such period, the “Investment Period”). Subsequent to the Investment Period, investors will be released from any further obligation with respect to their undrawn Capital Commitments (the “Unused Capital Commitments”), except to the extent necessary to pay amounts due under funding notices that the Company may thereafter issue to: (a) pay its expenses, including management fees, any amounts that may become due under any borrowings or other financings or similar obligations and any other liabilities, contingent or otherwise, in each case to the extent they relate to the Investment Period, (b) As used complete investments in any transactions for which there are binding written agreements as of the end of the Investment Period (including investments that are funded in phases), (c) fund amounts required to fund financing commitments entered into on or before the end of the Investment Period, and any amounts paid on exercise of warrants or to otherwise protect the value of existing investments (for example, follow on debt or equity investments made to protect existing investments and/or pursuant to pay-to-play provisions in a portfolio company’s charter documents, or in a “down round” of equity to avoid dilution, or to take advantage of negotiated super pro rata rights under which the acceptability of a previous investment was augmented by the right to make a disproportionate follow-on investment) as needed prior to the termination of the Company, (d) fund obligations under any guarantee or indemnity made by the Company during the Investment Period and/or (e) fulfill obligations with respect to any defaulted Capital Commitment by one or more other investors in the Company. (f) Notwithstanding anything to the contrary contained in this Subscription Agreement:, the Company shall have the right (a “Limited Exclusion Right”) to exclude any Investor (such Investor, an “Excluded Investor”) from purchasing Shares from the Company on any Capital Drawdown Date (i) if, in the reasonable discretion of the Company, there is a substantial likelihood that such Investor’s purchase or exchange of Shares at such time would (A) result in a violation of, or noncompliance with, any law or regulation to which such Investor, the Company, the Investment Manager, any Other Investor or a portfolio company would be subject; (B) cause the assets of the Company to be considered “plan assets” under the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); or (ii) for any reason or no reason at the Company’s sole discretion.