Common use of Drawdown Notices Clause in Contracts

Drawdown Notices. (a) Subject to Section 4.2(f), purchases of Shares will take place on dates selected by the Fund in its sole discretion (each, a “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 Drawdown Amount is due. 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 Exchange Act of 1934, as amended (the “Exchange Act”). (c) The delivery of a Drawdown Notice to the Subscriber shall be 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 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 and 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. (f) Except as provided below, at the 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 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 Commitment in the Fund’s sole discretion upon the request of the Shareholder.

Drawdown Notices. (a) Subject to Section 4.2(f), purchases of Shares will take place on dates selected by the Fund in its sole discretion (each, a “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 five (105) 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 of shall not to exceed the Drawdown (the “Drawdown Amount”)Subscriber’s Unfunded Capital Commitment; (ii) the portion of the aggregate Drawdown Amount to be Purchase Prices paid by the Subscriber as of such ShareholderDrawdown Date; and (iii) the Drawdown Date on which such Drawdown Amount 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, 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 the sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price, as applicable, 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 Fedwire 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 payment of the Drawdown Purchase Price and the purchase of Shares by a the Subscriber, the Fund will deliver to the Subscriber a confirmation statement setting forth the number of Shares purchased by the SubscriberSubscriber as of such Drawdown Date. (f) Except as provided below, at the occurrence of any listing end of the Shares on a national securities exchange Commitment Period (“Exchange Listing”as defined below), Shareholders the Subscriber will be released from any further obligation under their respective this Subscription Agreements Agreement to fund Drawdowns and purchase additional Shares, provided, prior to an Exchange Listinghowever that for two years following the end of the Commitment Period, Shareholders will remain the Subscriber remains obligated to fund Drawdowns 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 agreementsagreements 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 date on which this Subscription Agreement is accepted by the Fund, and ends on the 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 Excused Subscriber, the Fund, Stone Point Credit Income Adviser LLC (the Management Company“Adviser”), 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 require the Subscriber or any Other Subcriber, including Shareholders making additional capital commitments, to fully fund Drawdowns on a non-pro rata basis up their capital commitment by wire to such Shareholder’s Capital Commitment in the Fund’s sole discretion upon bank account on or before the request last business day of the Shareholdermonth of its respective Closing.

Drawdown Notices. 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 subject to Section 4.2(f)any provision to the contrary in the Appendix of a Facility which the Borrower wishes to utilise on the proposed Accommodation Date, purchases 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 Shares will take place 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 dates selected such Accommodation Date; (e) specify, when relevant, the bank account or accounts to which payment is to be made; (f) be effective on receipt by the Fund in its sole discretion (each, a “Drawdown Date”) Bank and once given shall be made irrevocable; and (g) subject to any provision to the contrary in accordance with the provisions Appendix of Section 4.1a 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 Fund Bank shall deliver not be obliged to provide any Accommodation on a particular Accommodation Date under a particular Facility if immediately after the Subscriber, at least ten (10) Business Days prior to each Drawdown Date, a notice (each, a “Drawdown Notice”) setting forth (i) provision of such Accommodation the amount Outstanding Accommodation of that Facility would exceed the Drawdown (the “Drawdown Amount”); (ii) the portion Facility Accommodation Limit of the Drawdown Amount to be paid by such Shareholder; and (iii) the Drawdown Date on which such Drawdown Amount is due. 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 Exchange Act of 1934, as amended (the “Exchange Act”)that particular Facility. (c) The delivery Borrower shall ensure that at all times during the Availability Period:- (i) the 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 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 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 time be required by law), consents, licences, exemptions and filings shall have been obtained or done and certified copies thereof provided to the Subscriber shall be Bank. 2.04 The obligations of the sole and exclusive condition Bank hereunder are subject to the Subscriber’s obligation satisfaction by the Borrower of the conditions precedent set out in Part 6 of the Schedule hereto, prior to pay the Drawdown Purchase Price, as applicable, identified in each receipt by the Bank of the first 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 and 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. (f) Except as provided below, at the 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 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 Commitment in the Fund’s sole discretion upon the request of the Shareholder.

Drawdown Notices. (a) Subject to Section 4.2(fSections 4.3(c) and 4.3(e), purchases of Shares will take place on dates selected by the Fund Company in its sole discretion (each, a “Drawdown Date”) and shall be made in accordance with the provisions of Section 4.1. (b) The Fund Company shall deliver to the Subscriber, at least ten (10) Business Days 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; and (iii) the estimated number of Shares to be purchased by such Shareholder; (iv) the Drawdown Date on which such Drawdown Amount is due. For ; and (v) the purposes of this Subscription Agreement, account to which 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”)Drawdown Amount should be wired. (c) The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase PricePrice 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 applicable Drawdown Purchase Price or Catch-Up Purchase Amount to the Fund Company by Fedwire bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Drawdown Notice. (e) Following the completion of On the Drawdown and purchase Date, if, in connection with a per share price adjustment, the number of Shares to be purchased by a SubscriberShareholder differs from the amount set forth in the Drawdown Notice, the Fund Company will deliver to the Subscriber a confirmation statement Shareholder an additional notice setting forth the actual number of Shares purchased by the Subscribersuch Shareholder. (f) Except as provided below, at the occurrence earlier of any listing (i) an Exchange Listing (as defined in the Declaration of Trust) and (ii) the end of the Shares on a national securities exchange Commitment Period (“Exchange Listing”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 Fund 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 agreementsagreements 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 FundCompany, (d) fund obligations under any Fund Company guarantee, and/or (e) as necessary for the Fund 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 Fund 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 from of the Fund Company on any Drawdown Date if, in the reasonable discretion of the FundCompany, 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 FundCompany, the Management CompanyAdvisor, any Other Subscriber or a portfolio company would be subject or (ii) cause the assets of the Fund Company to constitute or become at a material risk of becoming “plan assets” by reason of 29 CFR 2510.3-101 2510.3 as modified by Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”) (together, the “Plan Assets Regulation”). , or (hiii) Notwithstanding result in a Subscriber subject to the foregoingU.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 Fund reserves Company will be authorized to issue an additional Drawdown Notice to the right to permit Shareholders to fund Drawdowns on a non-pro rata basis Excused Subscribers to make up to any applicable shortfall caused by such Shareholder’s Capital Commitment in the Fund’s sole discretion upon the request of the ShareholderLimited Exclusion Right.

Drawdown Notices. 2.1 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 subject to Section 4.2(f)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 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, purchases of Shares will take place when relevant, the bank account or accounts to which payment is to be made; (f) be effective on dates selected receipt by the Fund in its sole discretion (each, a “Drawdown Date”) Bank and once given shall be made irrevocable; and (g) subject to any provision to the contrary in accordance with the provisions Appendix of Section 4.1a 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 Fund Bank shall deliver not be obliged to provide any Accommodation on a particular Accommodation Date under a particular Facility if immediately after the Subscriber, at least ten (10) Business Days prior to each Drawdown Date, a notice (each, a “Drawdown Notice”) setting forth (i) provision of such Accommodation the amount Outstanding Accommodation of that Facility would exceed the Drawdown (the “Drawdown Amount”); (ii) the portion Facility Accommodation Limit of the Drawdown Amount to be paid by such Shareholder; and (iii) the Drawdown Date on which such Drawdown Amount is due. 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 Exchange Act of 1934, as amended (the “Exchange Act”)that particular Facility. (c) The delivery of a Drawdown Notice to Borrower shall ensure that at all times during the Subscriber shall be the sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price, as applicable, identified in each Drawdown Notice.Availability Period: (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 and 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. (f) Except as provided below, at the 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 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, the aggregate of the Outstanding Accommodation of all Facilities shall not exceed the Accommodation Limit; and (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 Outstanding Accommodation of each Facility shall not exceed 5% the Facility Accommodation Limit of total capital commitments 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 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 time be required by law), consents, licences, exemptions and filings shall have been obtained or done and certified copies thereof provided to the Fund, (d) fund obligations under any Fund guarantee, and/or (e) as necessary for the Fund to preserve its status as a RICBank. (g) Notwithstanding anything 2.4 The obligations of the Bank hereunder are subject to the contrary contained in this Subscription Agreement, satisfaction by 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 Borrower of the Fund, there is a substantial likelihood that such Excused Subscriber’s purchase conditions precedent set out in Part 6 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”)Schedule 1 hereto. (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 Commitment in the Fund’s sole discretion upon the request of the Shareholder.

Drawdown Notices. (a) Subject to Section 4.2(f), purchases of Shares will take place on dates selected by the Fund in its sole discretion (each, a “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 five (105) Business Days (as defined below) 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 of shall not to exceed the Drawdown (the “Drawdown Amount”)Subscriber’s Unfunded Capital Commitment; (ii) the portion of the aggregate Drawdown Amount to be Purchase Prices paid by the Subscriber as of such ShareholderDrawdown Date; and (iii) the Drawdown Date on which such Drawdown Amount 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, 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 the sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price, as applicable, 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 Fedwire 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 payment of the Drawdown Purchase Price and the purchase of Shares by a the Subscriber, the Fund will deliver to the Subscriber a confirmation statement setting forth the number of Shares purchased by the SubscriberSubscriber as of such Drawdown Date. (f) Except as provided below, at the occurrence of any listing end of the Shares on a national securities exchange Commitment Period (“Exchange Listing”as defined below), Shareholders the Subscriber will be released from any further obligation under their respective this Subscription Agreements Agreement to fund Drawdowns and purchase additional Shares, provided, prior to an Exchange Listinghowever that for two years following the end of the Commitment Period, Shareholders will remain the Subscriber remains obligated to fund Drawdowns 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 agreementsagreements 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 date on which this Subscription Agreement is accepted by the Fund, and ends on the 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 Excused Subscriber, the Fund, Stone Point Credit Income Adviser LLC (the Management Company“Adviser”), 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 require the Subscriber or any Other Subscriber, including Shareholders making additional capital commitments, to fully fund Drawdowns on a non-pro rata basis up their capital commitment by wire to such Shareholder’s Capital Commitment in the Fund’s sole discretion upon bank account on or before the request last business day of the Shareholdermonth of its respective Closing.

Drawdown Notices. (a) Subject to Section 4.2(f), purchases of Shares will take place on dates selected by the Fund Company in its sole discretion (each, a “Drawdown Date”) and shall be made in accordance with the provisions of Section 4.1. (b) The Fund Company shall deliver to the Subscriber, at least ten (10) Business Days (as defined below) 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 of shall not exceed the Drawdown (the “Drawdown Amount”)Subscriber’s Unfunded Capital Commitment; (ii) the portion of the aggregate Drawdown Amount to be Purchase Prices paid by the Subscriber as of such ShareholderDrawdown Date; and (iii) the Drawdown Date on which such Drawdown Amount 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, 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 the sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price, as applicable, Price identified in each such Drawdown Notice. (d) On each Drawdown Date, the Subscriber shall pay the applicable Drawdown Purchase Price to the Fund Company by Fedwire 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 payment of the Drawdown Purchase Price and the purchase of Shares by a the Subscriber, the Fund Company will deliver to provide confirmation the Subscriber a confirmation statement setting forth of the number of Shares purchased by the SubscriberSubscriber as of such Drawdown Date. (f) Except as provided below, at the occurrence of any listing end of the Shares on a national securities exchange Commitment Period (“Exchange Listing”as defined below), Shareholders the Subscriber will be released from any further obligation under their respective this Subscription Agreements Agreement to fund Drawdowns and purchase additional Shares, provided, prior to an Exchange Listinghowever that for two years following the end of the Commitment Period, Shareholders will remain the Subscriber remains obligated to fund Drawdowns each Drawdown Purchase Price set forth in a Drawdown Notice to the extent necessary to (a) pay Fund 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 agreementsagreements 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 FundCompany, (d) fund obligations under any Fund Company guarantee, and/or (e) as necessary for the Fund Company 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 Company makes its first investment and (ii) the date on which this Subscription Agreement is accepted by the Company, and ends on the three-year anniversary thereafter. (g) Notwithstanding anything to the contrary contained in this Subscription Agreement, the Fund 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 Fund Company on any Drawdown Date if, in the reasonable discretion of the FundCompany, 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 FundCompany, Sound Point Capital Management, LP (the Management Company“Adviser”), Subscriber, any Other Subscriber or a portfolio company would be subject or (ii) cause the assets of the Fund Company 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 Commitment in the Fund’s sole discretion upon the request of the Shareholder.

Drawdown Notices. (a) Subject to Section 4.2(f), purchases of Shares will take place on dates selected by the Fund Company in its sole discretion (each, a “Drawdown Date”) and shall be made in accordance with the provisions of Section 4.1. (b) The Fund 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 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 Exchange Act of 1934, as amended (the “Exchange Act”). (c) The delivery of a Drawdown Notice to the Subscriber shall be 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 Fund Company by Fedwire 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 Fund 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 occurrence earlier of any listing (i) an Exchange Listing (as defined in Section 6) and (ii) the end of the Shares on a national securities exchange Commitment Period (“Exchange Listing”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 necessary to (a) pay Fund 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 agreementsagreements 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 FundCompany, (d) fund obligations under any Fund Company guarantee, and/or (e) as necessary for the Fund Company to preserve its status as a RIC. The “Commitment Period” will continue until the five year anniversary of the date (the “Commencement Date”) on which 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 Commitment after the two year anniversary of the Commencement Date will extend until the three year anniversary of such Shareholder’s initial Capital Commitment. (g) Notwithstanding anything to the contrary contained in this Subscription Agreement, the Fund 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 Fund Company on any Drawdown Date if, in the reasonable discretion of the FundCompany, 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 FundCompany, the Management CompanyAdviser, any Other Subscriber or a portfolio company would be subject or (ii) cause the assets investments of “Benefit Plan Investors” (within the Fund to constitute “plan assets” by reason meaning of 29 CFR 2510.3-101 as modified by Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974 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 (together, the “Plan Assets RegulationCode”). (h) Notwithstanding the foregoing, the Fund Company reserves the right to permit Existing Shareholders to fund Drawdowns on a non-pro rata basis up to such Existing Shareholder’s Capital Commitment in the FundCompany’s sole discretion upon the request of the Existing Shareholder.

Drawdown Notices. (a) Subject to Section 4.2(f4.3(e), purchases of Shares will take place on dates selected by the Fund Company in its sole discretion (each, a “Drawdown Date”) and shall be made in accordance with the provisions of Section 4.1. (b) The Fund Company shall deliver to the Subscriber, at least ten (10) Business Days 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; and (iii) the estimated number of Shares to be purchased by such Shareholder; (iv) the Drawdown Date on which such Drawdown Amount is due. For ; and (v) the purposes of this Subscription Agreement, account to which 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”)Drawdown Amount should be wired. (c) The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase PricePrice 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 applicable Drawdown Purchase Price or Catch-Up Purchase Amount to the Fund Company by Fedwire bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Drawdown Notice. (e) Following the completion of On the Drawdown and purchase Date, if, in connection with a per share price adjustment, the number of Shares to be purchased by a SubscriberShareholder differs from the amount set forth in the Drawdown Notice, the Fund Company will deliver to the Subscriber a confirmation statement Shareholder an additional notice setting forth the actual number of Shares purchased by the Subscribersuch Shareholder. (f) Except as provided below, at the occurrence earlier of any listing (i) an Exchange Listing (as defined in the Declaration of Trust) and (ii) the end of the Shares on a national securities exchange Commitment Period (“Exchange Listing”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 Fund 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 agreementsagreements 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 FundCompany, (d) fund obligations under any Fund Company guarantee, and/or (e) as necessary for the Fund 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 Fund 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 from of the Fund Company on any Drawdown Date if, in the reasonable discretion of the FundCompany, 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 FundCompany, Overland Advisors, LLC, a Delaware limited liability company (the Management Company“Advisor”), any Other Subscriber or a portfolio company would be subject or (ii) cause the assets of the Fund Company to constitute or become at a material risk of becoming “plan assets” by reason of 29 CFR 2510.3-101 2510.3 as modified by Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”) (together, the “Plan Assets Regulation”). , or (hiii) Notwithstanding result in a Subscriber subject to the foregoingU.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 Fund reserves Company will be authorized to issue an additional Drawdown Notice to the right to permit Shareholders to fund Drawdowns on a non-pro rata basis Excused Subscribers to make up to any applicable shortfall caused by such Shareholder’s Capital Commitment in the Fund’s sole discretion upon the request of the ShareholderLimited Exclusion Right.