Common use of Authorization of Notes Clause in Contracts

Authorization of Notes. This Note Purchase Agreement (the "Agreement") is entered into between G▇▇▇▇ Capital BDC CLO 4 LLC, a Delaware limited liability company (the "Issuer") and W▇▇▇▇ Fargo Securities, LLC, as the initial purchaser (in such capacity, the "Initial Purchaser"). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount of Subordinated Notes due 2120 (the "Subordinated Notes" and, together with the Secured Notes, the "Notes"). The Class A-1 Notes, the Class A-2 Notes and the Class B Notes to be issued and sold to the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the Issuer. The Notes will be issued pursuant to an Indenture (the "Indenture") to be dated as of the Closing Date, between the Issuer and Deutsche Bank Trust Company Americas, as the Trustee (in such capacity, the "Trustee"). Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer will pledge and grant to the Trustee a security interest in the Collateral Obligations. The Collateral Obligations will be managed by GC Advisors LLC (the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management Agreement") to be dated as of the Closing Date between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity, the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") to be dated as of the Closing Date and entered into among the Issuer, the Collateral Manager and the Collateral Administrator. This Agreement, the Indenture, the Credit Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement and the Collateral Administration Agreement are referred to collectively herein as the "Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary Memorandum. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "Securities Act"), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "qualified institutional buyers" in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("QIBs") or (y) solely in the case of Offered Notes issued as Certificated Secured Notes, to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors"). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:

Authorization of Notes. This Note Purchase Agreement On or before the Closing Date, the Company shall have caused to be authorized pursuant to the Subordinated Indenture the issuance of the Series B QUIDS in the aggregate principal amount of $309,278,400. On or before the Second Closing Date, the Company shall have caused to be authorized pursuant to the Subordinated Indenture the issuance of the Series B QUIDS in the additional aggregate principal amount (the "AgreementOver-allotment Principal Amount") is entered into between G▇▇▇▇ Capital BDC CLO 4 LLCequal to the aggregate Liquidation Amount of the Preferred Securities and Common Securities issued by the Trust on the Second Closing Date pursuant to the exercise of the Over-allotment Option by the underwriters parties to the Underwriting Agreement, a Delaware limited liability company (but in no event to exceed an aggregate principal amount equal to $46,391,800. Issuance and Purchase. On the "Issuer") basis of the covenants contained in the Subordinated Indenture, and W▇▇▇▇ Fargo Securities, LLC, as the initial purchaser (in such capacity, the "Initial Purchaser"). Subject subject to the terms and conditions stated in this Agreementherein and therein specified, the Issuer propose Company agrees to issue and sell to the Initial Purchaser Trust, and the Trust agrees to purchase from the Company, (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount of Subordinated Notes due 2120 (the "Subordinated Notes" and, together with the Secured Notes, the "Notes"). The Class A-1 Notes, the Class A-2 Notes and the Class B Notes to be issued and sold to the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into Series B QUIDS in the Class A-1principal amount of $309,278,400 and (ii) on the Second Closing Date, the Series B QUIDS in the principal amount equal to the Over-L Credit Agreement allotment Principal Amount. As compensation for the Series B QUIDS purchased on the Closing Date, the Company shall receive from the Trust (y) 371,136 Common Securities of the "Credit Agreement"Trust, plus (z) between the Issuer, Deutsche Bank net proceeds to the Trust Company Americas, as from the collateral agent and sale of the loan agent and the lenders party thereto from time to time, Preferred Securities pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") Underwriting Agreement on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by As compensation for the assets of Series B QUIDS purchased on the Issuer. The Notes will be issued pursuant to an Indenture (the "Indenture") to be dated as of the Second Closing Date, between the Issuer and Deutsche Bank Company shall receive from the Trust Company Americas, as (A) the Trustee (in such capacity, the "Trustee"). Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer will pledge and grant to the Trustee a security interest in the Collateral Obligations. The Collateral Obligations will be managed by GC Advisors LLC (the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management Agreement") to be dated as Common Securities of the Closing Date between Trust issued on the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity, the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") to be dated as of the Second Closing Date and entered into among (B) the Issuer, net proceeds to the Collateral Manager and the Collateral Administrator. This Agreement, the Indenture, the Credit Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement and the Collateral Administration Agreement are referred to collectively herein as the "Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary Memorandum. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "Securities Act"), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "qualified institutional buyers" in compliance with the exemption Trust from registration provided by Rule 144A under the Securities Act ("QIBs") or (y) solely in the case of Offered Notes issued as Certificated Secured Notes, to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors"). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior Preferred Securities pursuant to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, Underwriting Agreement on the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:Closing Date.

Authorization of Notes. This Note Purchase Agreement The Companies will authorize the issue and sale of the following: (the "Agreement"a) is entered into between G▇▇▇▇ Capital BDC CLO 4 LLC, a Delaware limited liability company their senior secured fixed rate term promissory notes (the "Issuer") and W▇▇▇▇ Fargo Securities, LLC, as the initial purchaser (in any such capacity, the "Initial Purchaser"). Subject term promissory notes which have been issued pursuant to the terms and conditions stated in any provision of this Agreement, and any such term promissory notes which may be issued in substitution or exchange therefore, herein, collectively, the Issuer propose “Term Notes”) in the aggregate principal amount of $20,000,000, to be dated the date of issue thereof, to mature June 20, 2021, to bear interest on the unpaid principal balance thereof from the date thereof until the principal thereof shall have become due and sell payable (a) at a rate per annum equal to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") 7.80% and (iiib) U.S.$21,000,000 Class B Senior Secured Floating at the Default Rate Notes due 2032 on the occurrence and during the continuance of an Event of Default; such senior secured fixed rate term promissory notes to be substantially in the form of Exhibit A-1 attached hereto, and (the "Class B Notes"). Subject b) their senior secured floating rate revolving promissory notes (any such revolving promissory notes which have been issued pursuant to the terms and conditions stated in any provision of this Agreement, and any such revolving promissory notes which may be issued in substitution or exchange therefore, herein, collectively, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C “Revolving Notes" and, ”; and together with the Class A-1 Term Notes, the Class A-2 Notes and the Class B Notescollectively, the "Secured “Notes"), ”) in the aggregate principal amount of which will $15,000,000, to be zero dated the date of issue thereof, to be due and payable in full on the Closing Date and (ii) U.S.$108,355,000 principal amount of Subordinated Notes due 2120 (the "Subordinated Notes" and, together with the Secured Notes, the "Notes"). The Class A-1 Notes, the Class A-2 Notes and the Class B Notes to be issued and sold to the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Revolving Commitment Termination Date, to bear interest on the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto unpaid principal balance thereof from time to time, pursuant time outstanding until the principal thereof shall become due and payable (a) at a rate per annum equal to which (I) the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Adjusted LIBO Rate Loans maturing 2032 (plus the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the Issuer. The Notes will be issued pursuant to an Indenture (the "Indenture") to be dated as of the Closing Date, between the Issuer and Deutsche Bank Trust Company Americas, as the Trustee (in such capacity, the "Trustee"). Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer will pledge and grant to the Trustee a security interest in the Collateral Obligations. The Collateral Obligations will be managed by GC Advisors LLC (the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management Agreement") to be dated as of the Closing Date between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity, the "Collateral Administrator") to perform certain administrative duties Applicable Margin with respect to LIBOR Loans or (II) the Collateral Obligations pursuant Base Rate plus the Applicable Margin with respect to a collateral administration agreement Base Rate Loans and (b) at the "Collateral Administration Agreement") Default Rate on the occurrence and during the continuance of an Event of Default; such senior secured floating rate revolving promissory notes to be dated as substantially in the form of the Closing Date Exhibit A-2. (c) Certain capitalized and entered into among the Issuer, the Collateral Manager and the Collateral Administrator. This Agreement, the Indenture, the Credit Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement and the Collateral Administration Agreement are referred to collectively herein as the "Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. Capitalized other terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary Memorandum. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "Securities Act"), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "qualified institutional buyers" in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("QIBs") or (y) solely in the case of Offered Notes issued as Certificated Secured Notes, to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors"). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale are defined in Schedule B. References to a “Schedule” and/or “Exhibit” are references to a Schedule and/or Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:this Agreement unless otherwise specified.

Authorization of Notes. This Note Purchase Agreement Hercules Capital, Inc., a Maryland corporation (the "Agreement") is entered into between G▇▇▇▇ “Originator”), as the sole member of Hercules Capital BDC CLO 4 Funding 2019-1 LLC, a Delaware limited liability company (the "“Trust Depositor”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2019-1, a Delaware statutory trust (the “Issuer"”), has authorized the sale by the Issuer of the 4.703% Series 2019-1 Fixed Rate Notes (the “Notes”) of the Issuer. The Notes will be issued by the Issuer in an aggregate principal amount of $250,000,000. The Notes will be offered by the Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as of December 20, 2018, as amended and W▇▇▇▇ Fargo Securitiesrestated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust Depositor, LLCWilmington Trust, National Association, as the initial purchaser (in such capacity, the "Initial Purchaser"). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 owner trustee (the "Class A-1 Notes"“Owner Trustee”), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount a Certificate of Subordinated Notes due 2120 (the "Subordinated Notes" and, together Trust filed with the Secured Secretary of State of the State of Delaware on December 20, 2018. In addition to the Notes, the "Notes"Issuer is issuing a trust certificate (the “Certificate”). The Class A-1 NotesCertificate will represent a fractional undivided beneficial interest in the Issuer. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, the Class A-2 Notes and the Class B Notes to be issued and sold to dated as of the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC Closing Date (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to “Indenture”), between the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche U.S. Bank Trust Company AmericasNational Association, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 trustee (the "Class A-1-L Loans") on the Closing Date“Trustee”). The Class A-1-L Loans and Secured Notes will be secured by the assets of the Issuer. The Notes primary assets of the Issuer will be issued a pool of senior secured loans made to life sciences companies and technology companies (including participations therein) and secured by security interests in certain assets of those companies, originated by the Originator or its affiliates (collectively, the “Loans”). The Trust Depositor will acquire Loans from the Originator pursuant to an Indenture (the "Indenture") a Sale and Contribution Agreement, to be dated as of the Closing Date, Date (the “Sale and Contribution Agreement”) between the Issuer Originator and Deutsche Bank the Trust Company AmericasDepositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Issuer, Hercules Capital, Inc., as the Trustee seller and as the servicer (in such capacitythe “Servicer”), the "Trust Depositor, and the Trustee"), the Trust Depositor will sell, transfer and convey to the Issuer, without recourse, all of its right, title and interest in the Loans in consideration for the Issuer’s payment of a portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer will pledge and grant to the Trustee a security interest in the Collateral ObligationsLoans, and its rights under the Sale and Contribution Agreement and the Sale and Servicing Agreement. The Collateral Obligations will be managed by GC Advisors LLC This Note Purchase Agreement (the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management “Agreement") to be dated as of the Closing Date between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity”), the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") to be dated as of the Closing Date and entered into among the Issuer, the Collateral Manager and the Collateral Administrator. This Trust Agreement, the Indenture, the Credit Sale and Contribution Agreement, the Collateral Management Sale and Servicing Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement and the Collateral Administration Agreement Indenture are referred to collectively herein as the "“Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence ” For purposes of the Funding DateCredit Risk Retention Rules (as defined below), the Originator is also the sponsor of the securitization transaction being undertaken by the Issuer pursuant to the Transaction Documents. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary MemorandumSale and Servicing Agreement. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "“Securities Act"”), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "“qualified institutional buyers" ” in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("“QIBs"”) or (y) solely and in the case of Offered Notes issued as Certificated Secured Notes, offshore transactions to institutional "accredited investors" (as defined non-U.S. persons in Rule 501(a)(1), (2), (3) or (7) reliance on Regulation S under the Securities Act) Act ("Institutional Accredited Investors"“Regulation S”). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:.

Authorization of Notes. This Note Purchase Agreement (the "this “Agreement"”) is entered into between G▇▇▇▇ Capital BDC among StepStone CLO 4 LLC2024-I LLC (the “Issuer”), a Delaware limited liability company (the "Issuer") and Wcompany, ▇▇▇▇▇ Fargo Securities, LLCLLC (“▇▇▇▇▇ Fargo”), as the initial purchaser (in such capacity, the "“Initial Purchaser"”) and StepStone Private Credit Fund LLC, a limited liability company formed under the laws of Delaware, as the retention holder (the “Retention Holder”). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser . (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 Due 2037, to be issued in an aggregate principal amount of $30,000,000 (the "“Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" ” and, together with the Class A-1 A Notes, the Class A-2 Notes and the Class B Notes, the "“Secured Notes"), the principal amount of which will be zero on the Closing Date ”) and (ii) U.S.$108,355,000 Subordinated Notes due 2037, to be issued in an aggregate principal amount of Subordinated Notes due 2120 $96,360,000 (the "“Subordinated Notes" ” and, together with the Secured Notes, the "“Notes"” or the “Offered Securities”). The Class A-1 Notes, the Class A-2 B Notes and the Class B Subordinated Notes to be issued and sold to the Initial Purchaser are referred to herein collectively as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "“Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes)”. Any reference herein to the sale of the Purchased Notes to or by the Initial Purchaser shall include the distribution toof such Purchased Notes. Additionally, the Direct Placement Notes may be offered and sold directly by the Issuer through ▇▇▇▇▇ Fargo, as settlement agent, and sale by▇▇▇▇▇ Fargo will have no ownership interest in or title to such Direct Placement Notes prior to their purchase by purchasers; provided that ▇▇▇▇▇ Fargo shall have the right, as agent of the Issuer and in order to facilitate settlement, (a) to receive from the Issuer, the Initial Purchaser Direct Placement Notes issuable to such investor and (b) to deliver to such investor the extent reflected as Direct Placement Notes so received from the Issuer for issuance to such on Schedule I heretoinvestor. On the Closing DateWith respect to any Direct Placement Notes, the Issuer acknowledges and agrees that ▇▇▇▇▇ ▇▇▇▇▇ will also enter into perform purely ministerial functions to facilitate the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets settlement of the IssuerDirect Placement Notes. Under no circumstances ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇’s role as settlement agent obligate ▇▇▇▇▇ Fargo to act as initial purchaser, placement agent or underwriter with respect to the Direct Placement Notes (nor will it act in any such capacity) or result in any liability to ▇▇▇▇▇ Fargo with respect thereto. The Notes will be issued pursuant to an Indenture Indenture, to be dated as of January 15, 2025 (the "“Closing Date”) (the “Indenture") ”), between the Issuer and UMB Bank, National Association, as the Trustee (the “Trustee”). The primary assets of the Issuer will be a pool of bank loans and participation interests therein, originated or purchased by the Retention Holder or the Issuer and their respective affiliates (collectively, the “Collateral Obligations”). Pursuant to a master loan sale agreement, to be dated as of the Closing DateDate (as amended from time to time, between the “Master Loan Sale Agreement”), among the Retention Holder, as seller, and the Issuer, as purchaser, the Retention Holder will transfer, without recourse, all of its right, title and interest to certain of the Collateral Obligations to the Issuer. Pursuant to a master participation agreement, to be dated as of the Closing Date (the “Master Participation Agreement”), among the Issuer, the Retention Holder and various wholly-owned subsidiaries of the Retention Holder (each, a “Financing Subsidiary”), each Financing Subsidiary and the Retention Holder will (x) sell directly to the Issuer the Closing Date Participation Interests and Deutsche Bank Trust Company Americas, as (y) agree to cause the Trustee (in elevation of each such capacity, Closing Date Participation Interests to an assignment pursuant to terms of the "Trustee")Master Participation Agreement. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer will pledge and grant to the Trustee a security interest in the Collateral ObligationsObligations and its other assets (other than any Margin Stock). The Collateral Obligations will be managed by GC Advisors StepStone Private Credit Fund LLC (in such capacity, the "“Collateral Manager"”) pursuant to a collateral management agreement (the "Collateral Management Agreement") , to be dated as of the Closing Date (as amended from time to time, the “Collateral Management Agreement”), between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas UMB Bank, National Association (in such capacity, the "“Collateral Administrator"”) to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") , to be dated as of the Closing Date and entered into (as amended from time to time, the “Collateral Administration Agreement”), among the Issuer, the Collateral Manager and the Collateral Administrator. This Agreement, the IndentureMaster Loan Sale Agreement, the Credit Master Participation Agreement, the Indenture, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement Retention of Net Economic Interest Letter and the Collateral Administration Agreement are referred to collectively herein as the "“Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. ” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum Indenture or the Second Preliminary MemorandumOffering Circular (as defined below). The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "“Securities Act"”), to "(i) other than the Subordinated Notes, to persons that are both (x) “qualified purchasers" ” ("“Qualified Purchasers"”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "“1940 Act") ”), or entities owned exclusively by Qualified Purchasers that are either and (iy) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("“Regulation S"”) or and (ii) persons that are both (x) "either (A) “qualified institutional buyers" ” in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("“QIBs"”) or (yB) solely in the case of Offered Notes issued as Certificated Secured Notes, to institutional "“accredited investors" ” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("“Institutional Accredited Investors"). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum"”) and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein y) Qualified Purchasers or entities owned exclusively by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:Qualified Purchasers.

Authorization of Notes. This Note Purchase Agreement TICC Capital Corp. (the "Agreement"“Company”), as designated manager of the Issuer, has duly authorized the sale of the TICC CLO 2012-1 LLC Notes, consisting of the Class A-1 Notes, the Class B-1 Notes, the Class C-1 Notes and the Class D-1 Notes (collectively, the “Offered Notes”) is entered into between G▇▇▇▇ Capital BDC and the Subordinated Notes (the “Subordinated Notes” and, together with the Offered Notes, the “Notes”) of TICC CLO 4 2012-1 LLC, a Delaware limited liability company (the "“Issuer") and W▇▇▇▇ Fargo Securities, LLC, as the initial purchaser (in such capacity, the "Initial Purchaser"”). Subject to the terms and conditions stated The Offered Notes will be issued in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the an aggregate principal amount of which $120,000,000 and the Subordinated Notes will be zero on the Closing Date and (ii) U.S.$108,355,000 issued in an aggregate principal amount of Subordinated Notes due 2120 (the "Subordinated Notes" and, together with the Secured Notes, the "Notes")$40,000,000. The Class A-1 Notes, the Class A-2 Notes and the Class B Notes to be issued and sold to the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the Issuer. The Company will be the sole equity member of the Issuer. The Notes will be issued pursuant to an Indenture (the "Indenture") , to be dated as of August 23, 2012 (the Closing Date“Indenture”), between the Issuer and Deutsche The Bank of New York Mellon Trust Company AmericasCompany, National Association, as the Trustee (in such capacitythe “Trustee”). The primary assets of the Issuer will be a pool of bank loans, or participation interests therein (collectively, the "Trustee"“Collateral Obligations”). On the Closing Date, the Company will sell to the Issuer all of its right, title and interest in and to the initial Collateral Obligations owned by the Issuer pursuant to a Master Loan Sale Agreement, to be dated as of August 23, 2012 (the “Master Loan Sale Agreement”), between the Company and the Issuer. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Offered Notes, the Issuer will pledge and grant to the Trustee a security interest in the Collateral Obligations, and its rights under the Master Loan Sale Agreement. The Collateral Obligations will be managed by GC Advisors LLC TICC Capital Corp., in its capacity as collateral manager (the "“Collateral Manager"”) pursuant to a collateral management agreement (the "Collateral Management Agreement") , to be dated as of August 23, 2012 (the Closing Date “Collateral Management Agreement”), between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche has retained The Bank of New York Mellon Trust Company Americas Company, National Association (in such capacity, the "“Collateral Administrator") ”), to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") , to be dated as of August 23, 2012 (the Closing Date and entered into among “Collateral Administration Agreement”), between the Issuer, the Collateral Manager and the Collateral Administrator. This Purchase Agreement (the “Agreement”), the Master Loan Sale Agreement, the Indenture, the Credit Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement and the Collateral Administration Agreement are referred to collectively herein as the "“Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. ” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary MemorandumIndenture. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "“Securities Act"”), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "to “qualified institutional buyers" ” in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("“QIBs"”), (ii) or in offshore transactions in reliance on Regulation S under the Securities Act (y“Regulation S”), and (iii) solely in the case of Offered Notes issued as Certificated Secured Notes, to institutional "“accredited investors" ” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("“Institutional Accredited Investors"”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with the sale of the Purchased Offered Notes, the Issuer Company has prepared an initial a preliminary offering circular dated July 2213, 2020 2012 (including all annexes and any exhibits thereto and all information incorporated therein by reference, the "Initial “Preliminary Memorandum") and Offering Circular”), a second preliminary offering circular dated August 62, 2020 2012 (including all annexes and any exhibits thereto and all information incorporated therein by reference, the "“Second Preliminary Memorandum"Offering Circular”), a third preliminary offering circular dated August 10, 2012 (including any exhibits thereto and all information incorporated therein by reference, the “Pre-Pricing Offering Circular”) and a final offering circular to be dated on or about August 2417, 2020 will be prepared and delivered prior to the Closing Date 2012 (including all annexes, any exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "“Final Memorandum"Offering Circular”, and each of the Initial Preliminary MemorandumOffering Circular, the Second Preliminary Memorandum Offering Circular, the Pre-Pricing Offering Circular and the Final MemorandumOffering Circular, a "Memorandum"“Offering Circular”) including a description of the terms of the Purchased Offered Notes, the terms of the offering, and the Issuer. It is understood and agreed that the close of business on August 13, 2012 constitutes the time of the contract of sale for each purchaser of the Offered Notes offered to the investors for purposes of Rule 159 under the Securities Act (the “Time of Sale”) and that (i) the Pre-Pricing Offering Circular and (ii) the information set forth on Schedule II hereto constitute the entirety of the information conveyed to investors as of the Time of Sale (the “Time of Sale Information”). It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during During each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.351.75% per annum, the Class A-2 B-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.753.50% per annum and annum, the Class B C-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.204.75% per annum, and the Class D-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 5.75% per annum. The Issuer Each of the Company and the Issuer, as applicable, hereby agrees with the Initial Purchaser as follows:

Authorization of Notes. This Note Purchase Agreement The Seller has authorized the issuance by National Auto Finance 1998-1 Trust (the "AgreementTrust") is entered into between G▇▇▇▇ Capital BDC CLO 4 LLC, a Delaware limited liability company (the "Issuer") and W▇▇▇▇ Fargo Securities, LLC, as the initial purchaser (in such capacity, the "Initial Purchaser"). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 of $85,200,000 of 5.88% Class A-1 Senior Secured Floating Rate Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 A Automobile Receivables-Backed Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the principal amount of which will be zero on the Closing Date and Series 1998-1 (ii) U.S.$108,355,000 principal amount of Subordinated Notes due 2120 (the "Subordinated Notes" and, together with the Secured Notes, the "Notes"). The Class A-1 Notes, Notes will evidence indebtedness of the Class A-2 Notes and the Class B Notes Trust to be issued and sold formed pursuant to the Initial Purchaser are referred to herein a Trust Agreement, dated as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC of January 20, 1998 (the "PurchaserTrust Agreement") or any Related Entity are referred to herein ), between the Seller and Wilmington Trust Company, a Delaware corporation, as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement owner trustee (the "Credit AgreementOwner Trustee") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the Issuer). The Notes will be issued pursuant to an Indenture Indenture, dated as of December 15, 1997 (the "Indenture") to be dated as of the Closing Date), between the Issuer Owner Trustee and Deutsche ▇▇▇▇▇▇ Trust and Saving Bank (the "Trustee"). The assets of the Trust Company Americas(the "Trust Property") will include a pool of non-prime motor vehicle retail installment sale contracts (the "Contracts"), as all monies paid or payable thereunder on or after the Trustee applicable cut-off date, security interests in the new and used automobiles, light-duty trucks, vans and minivans financed by the Contracts, a financial guaranty insurance policy (the "Policy") issued by Financial Security Assurance ("FSA"), certain bank accounts, all proceeds of the foregoing, and certain other property. The Seller will be the sole owner of the Certificates issued by the Trust which evidences a beneficial ownership interest in certain distributions of the Trust (the "Seller Interest"). The Seller Interest will be subordinated to the Notes. The Contracts will be serviced by National Auto Finance Company, Inc. (in such capacity, the "TrusteeServicer"), an affiliate of the Seller, and subserviced initially by Omni Financial Services of America, Inc. ("OFSA"), a wholly owned subsidiary of World Omni Financial Corp. ("World Omni"). Pursuant to the Indenture, as security for the indebtedness represented The Notes will be purchased by the Secured Notes, the Issuer will pledge and grant Underwriter pursuant to the Trustee a security interest in the Collateral Obligationsthis Agreement. The Collateral Obligations Notes will be managed by GC Advisors LLC issued on January 20, 1998 or such other date as we shall mutually agree upon (the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management Agreement") to be dated as of the Closing Date between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity, the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") to be dated as of the Closing Date and entered into among the Issuer, the Collateral Manager and the Collateral Administrator. This Agreement, the Indenture, the Credit Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement and the Collateral Administration Agreement are referred to collectively herein as the "Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary Memorandum. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "Securities Act"), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "qualified institutional buyers" in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("QIBs") or (y) solely in the case of Offered Notes issued as Certificated Secured Notes, to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors"). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:.

Authorization of Notes. This Note Purchase Agreement Horizon Technology Finance Corporation (the "Agreement"“Company”), as sole member of Horizon Funding 2013-1 LLC (the “Trust Depositor”), has duly authorized the sale of the 3.00% Asset-Backed Notes (the “Notes”) is entered into between G▇▇▇▇ Capital BDC CLO 4 LLCof Horizon Funding Trust 2013-1, a Delaware limited liability company statutory trust (the "Issuer"“Trust”). The Notes will be issued by the Trust in an aggregate principal amount of $90,000,000. The Notes will be offered by the Trust pursuant to the Memoranda (as defined below). The Trust was formed pursuant to (i) a Trust Agreement, dated as of June 18, 2013, as amended and W▇▇▇▇ Fargo Securitiesrestated as of the Closing Date (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, LLCNational Association, as the initial purchaser (in such capacity, the "Initial Purchaser"). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 owner trustee (the "Class A-1 Notes"), (ii“Owner Trustee”) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount a Certificate of Subordinated Notes due 2120 (the "Subordinated Notes" and, together Trust filed with the Secured Secretary of State of the State of Delaware on June 18, 2013. In addition to the Notes, the "Notes"Trust is issuing a Trust Certificate (the “Certificate”). The Class A-1 NotesCertificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, the Class A-2 Notes and the Class B Notes to be issued and sold to dated as of the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC Closing Date (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes“Indenture”). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Trust and U.S. Bank Trust Company AmericasNational Association, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 trustee (the "Class A-1-L Loans") on the Closing Date“Trustee”). The Class A-1-L Loans and Secured Notes will be secured by the assets of the IssuerTrust. The Notes primary assets of the Trust will be issued a pool of senior commercial loans made to life sciences companies, technology companies, healthcare companies and cleantech companies and secured by security interests in certain assets of those companies, originated by the Company or one of its affiliates (collectively, the “Loans”). The Trust Depositor will acquire loans from the Company pursuant to an Indenture (the "Indenture") a Sale and Contribution Agreement, to be dated as of the Closing Date, Date (the “Sale and Contribution Agreement”) between the Issuer Company and Deutsche Bank the Trust Company AmericasDepositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Trustee Closing Date (in such capacitythe “Sale and Servicing Agreement”), among the Trust, the "Company, the Trust Depositor, and the Trustee"), the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer Trust will pledge and grant to the Trustee a security interest in the Collateral ObligationsLoans, and its rights under the Sale and Contribution Agreement and the Sale and Servicing Agreement. The Collateral Obligations will be managed by GC Advisors LLC This Note Purchase Agreement (the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management “Agreement") to be dated as of the Closing Date between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity”), the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") to be dated as of the Closing Date and entered into among the Issuer, the Collateral Manager and the Collateral Administrator. This Trust Agreement, the Indenture, the Credit Sale and Contribution Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Sale and Servicing Agreement and the Collateral Administration Agreement Indenture are referred to collectively herein as the "“Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. ” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary MemorandumSale and Servicing Agreement. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "“Securities Act"”), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "“qualified institutional buyers" ” in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("“QIBs") or ”), in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (y) solely in the case of Offered Notes issued as Certificated Secured Notes“Regulation S”), and to institutional "“accredited investors" ” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("“Institutional Accredited Investors"”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:.

Authorization of Notes. This Note Purchase Agreement TICC Capital Corp. (the "Agreement"“Company”), as designated manager of TICC Capital Corp. 2011-1 Holdings, LLC (the “Depositor”) is entered into between G▇▇▇▇ Capital BDC and the Issuer, has duly authorized the sale of the TICC CLO 4 LLC Notes, consisting of the Class A Notes (the “Offered Notes”) and the Subordinated Notes (the “Subordinated Notes” and, together with the Offered Notes, the “Notes”) of TICC CLO LLC, a Delaware limited liability company (the "“Issuer") and W▇▇▇▇ Fargo Securities, LLC, as the initial purchaser (in such capacity, the "Initial Purchaser"”). Subject to the terms and conditions stated The Offered Notes will be issued in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the an aggregate principal amount of which $101,250,000 and the Subordinated Notes will be zero on the Closing Date and (ii) U.S.$108,355,000 issued in an aggregate principal amount of Subordinated Notes due 2120 (the "Subordinated Notes" and, together with the Secured Notes, the "Notes")$123,750,000. The Class A-1 Notes, the Class A-2 Notes and the Class B Notes to be issued and sold to the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the Issuer. The Depositor will be the sole equity member of the Issuer. The Notes will be issued pursuant to an Indenture (the "Indenture") , to be dated as of August 10, 2011 (the Closing Date“Indenture”), between the Issuer and Deutsche The Bank of New York Mellon Trust Company AmericasCompany, National Association, as the Trustee (in such capacitythe “Trustee”). The primary assets of the Issuer will be a pool of commercial middle market loans, or participation interests therein, originated or purchased by the Company (collectively, the "Trustee"“Collateral Obligations”). The Company will sell and/or contribute to the Depositor all of its right, title and interest of the Company in and to the Collateral Obligations and the Depositor will transfer and assign to the Issuer all of its right, title and interest of the Depositor in and to the Collateral Obligations pursuant to a Master Loan Sale Agreement, to be dated as of August 10, 2011 (the “Master Loan Sale Agreement”), between the Company, the Depositor and the Issuer. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer will pledge and grant to the Trustee a security interest in the Collateral Obligations, and its rights under the Master Loan Sale Agreement. The Collateral Obligations will be managed by GC Advisors LLC TICC Capital Corp., in its capacity as collateral manager (the "“Collateral Manager"”) pursuant to a collateral management agreement (the "Collateral Management Agreement") , to be dated as of August 10, 2011 (the Closing Date “Collateral Management Agreement”), between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche has retained The Bank of New York Mellon Trust Company Americas Company, National Association (in such capacity, the "“Collateral Administrator") ”), to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") , to be dated as of August 10, 2011 (the Closing Date and entered into among “Collateral Administration Agreement”), between the Issuer, the Collateral Manager Issuer and the Collateral Administrator. This Purchase Agreement (the “Agreement”), the Master Loan Sale Agreement, the Indenture, the Credit Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement and the Collateral Administration Agreement are referred to collectively herein as the "“Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. ” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary MemorandumIndenture. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "“Securities Act"”), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "to “qualified institutional buyers" ” in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("“QIBs"”), (ii) or in offshore transactions in reliance on Regulation S under the Securities Act (y“Regulation S”), and (iii) solely in the case of Offered Notes issued as Certificated Secured Notes, to institutional "“accredited investors" ” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("“Institutional Accredited Investors"”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with the sale of the Purchased Offered Notes, the Issuer Company has prepared an initial a preliminary offering circular dated July 22August 4, 2020 2011 (including all annexes and any exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary “Pre-Pricing Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum"”) and a final offering circular to be dated on or about August 248, 2020 will be prepared and delivered prior to the Closing Date 2011 (including all annexes, any exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "“Final Memorandum"”, and each of the Initial Preliminary Memorandum, the Second Preliminary Pre-Pricing Memorandum and the Final Memorandum, a "“Memorandum"”) including a description of the terms of the Purchased Offered Notes, the terms of the offering, and the Issuer. It is understood and agreed that the close of business on August 4, 2011 constitutes the time of the contract of sale for each purchaser of the Offered Notes offered to the investors for purposes of Rule 159 under the Securities Act (the “Time of Sale”) and that (i) the Pre-Pricing Memorandum and (ii) the information set forth on Schedule II hereto constitute the entirety of the information conveyed to investors as of the Time of Sale (the “Time of Sale Information”). It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during During each Interest Accrual Period, the Class A-1 Offered Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.202.25% per annum. The Issuer Each of the Company, the Depositor and the Issuer, as applicable, hereby agrees with the Initial Purchaser as follows:

Authorization of Notes. This Note Purchase Agreement Hercules Capital, Inc., a Maryland corporation (the "Agreement") is entered into between G▇▇▇▇ “Originator”), as the sole member of Hercules Capital BDC CLO 4 Funding 2018-1 LLC, a Delaware limited liability company (the "“Trust Depositor”), which is the sole holder of the trust certificate of Hercules Capital Funding Trust 2018-1, a Delaware statutory trust (the “Issuer"”), has authorized the sale by the Issuer of the 4.605% Series 2018-1 Fixed Rate Notes (the “Notes”) of the Issuer. The Notes will be issued by the Issuer in an aggregate principal amount of $200,000,000. The Notes will be offered by the Issuer pursuant to the Memoranda (as defined below). The Issuer was formed pursuant to (i) a Trust Agreement, dated as of June 11, 2018, as amended and W▇▇▇▇ Fargo Securitiesrestated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust Depositor, LLCWilmington Trust, National Association, as the initial purchaser (in such capacity, the "Initial Purchaser"). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 owner trustee (the "Class A-1 Notes"“Owner Trustee”), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount a Certificate of Subordinated Notes due 2120 (the "Subordinated Notes" and, together Trust filed with the Secured Secretary of State of the State of Delaware on June 11, 2018. In addition to the Notes, the "Notes"Issuer is issuing a trust certificate (the “Certificate”). The Class A-1 NotesCertificate will represent a fractional undivided beneficial interest in the Issuer. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, the Class A-2 Notes and the Class B Notes to be issued and sold to dated as of the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC Closing Date (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to “Indenture”), between the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche U.S. Bank Trust Company AmericasNational Association, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 trustee (the "Class A-1-L Loans") on the Closing Date“Trustee”). The Class A-1-L Loans and Secured Notes will be secured by the assets of the Issuer. The Notes primary assets of the Issuer will be issued a pool of senior secured loans made to life sciences companies and technology companies (including participations therein) and secured by security interests in certain assets of those companies, originated by the Originator or its affiliates (collectively, the “Loans”). The Trust Depositor will acquire Loans from the Originator pursuant to an Indenture (the "Indenture") a Sale and Contribution Agreement, to be dated as of the Closing Date, Date (the “Sale and Contribution Agreement”) between the Issuer Originator and Deutsche Bank the Trust Company AmericasDepositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), among the Issuer, Hercules Capital, Inc., as the Trustee seller and as the servicer (in such capacitythe “Servicer”), the "Trust Depositor, and the Trustee"), the Trust Depositor will sell, transfer and convey to the Issuer, without recourse, all of its right, title and interest in the Loans in consideration for the Issuer’s payment of a portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer will pledge and grant to the Trustee a security interest in the Collateral ObligationsLoans, and its rights under the Sale and Contribution Agreement and the Sale and Servicing Agreement. The Collateral Obligations will be managed by GC Advisors LLC This Note Purchase Agreement (the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management “Agreement") to be dated as of the Closing Date between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity”), the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") to be dated as of the Closing Date and entered into among the Issuer, the Collateral Manager and the Collateral Administrator. This Trust Agreement, the Indenture, the Credit Sale and Contribution Agreement, the Collateral Management Sale and Servicing Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement and the Collateral Administration Agreement Indenture are referred to collectively herein as the "“Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence ” For purposes of the Funding DateCredit Risk Retention Rules (as defined below), the Originator is also the sponsor of the securitization transaction being undertaken by the Issuer pursuant to the Transaction Documents. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary MemorandumSale and Servicing Agreement. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "“Securities Act"”), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "“qualified institutional buyers" ” in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("“QIBs"”) or (y) solely and in the case of Offered Notes issued as Certificated Secured Notes, offshore transactions to institutional "accredited investors" (as defined non-U.S. persons in Rule 501(a)(1), (2), (3) or (7) reliance on Regulation S under the Securities Act) Act ("Institutional Accredited Investors"“Regulation S”). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:.

Authorization of Notes. This Note Purchase Agreement American Capital Strategies, Ltd. (“American Capital” or the “Company”) and ACAS Business Loan LLC, 2002–2 (the "Agreement"“Trust Depositor”) is entered into between G▇▇▇▇ Capital BDC CLO 4 LLChave duly authorized the sale of the ACAS Business Loan Trust Notes, a Delaware limited liability company Series 2002–2, consisting of the Class A Notes (the "Issuer") and W▇▇▇▇ Fargo Securities, LLC, as the initial purchaser (in such capacity“Class A Notes”), the "Initial Purchaser"). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate B Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "“Class B Notes"). Subject to the terms ” and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 A Notes, the Class A-2 Notes “Offered Notes”) and the Class B C Note (the “Class C Note” and together with the Offered Notes, the "Secured “Notes"”) of ACAS Business Loan Trust 2002–2, a Delaware business trust (the “Trust”). The Trust was formed pursuant to a Trust Agreement, dated as of August 1, 2002 (the “Trust Agreement”), among the Trust Depositor, Wachovia Trust Company, National Association, as owner trustee (the “Owner Trustee”) and the Company, as servicer. The Class A Notes will be issued in an aggregate initial principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount of Subordinated Notes due 2120 (the "Subordinated Notes" and$105,250,000, together with the Secured Notes, the "Notes"). The Class A-1 Notes, the Class A-2 Notes and the Class B Notes to will be issued in an aggregate initial principal amount of $52,625,000 and sold the Class C Note will be issued in an aggregate initial principal amount of $52,625,000. In addition to the Initial Purchaser are referred to herein as Notes, the "Purchased Notes" and are set forth on Schedule I heretoTrust is issuing a certificate (the “Certificate”). The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the IssuerTrust. The Certificate will represent fractional undivided ownership interests in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture (the "Indenture") to be , dated as of August 8, 2002 (the Closing Date“Indenture”), between the Issuer Trust and Deutsche ▇▇▇▇▇ Fargo Bank Trust Company AmericasMinnesota, National Association, as the Indenture Trustee (in such capacitythe “Indenture Trustee”). The primary assets of the Trust will be a pool of commercial business loans, or interests therein, originated by the Company (collectively, the "“Business Loans”). The Trust Depositor will acquire the Business Loans from the Company pursuant to the ACAS Transfer Agreement, dated as of August 8, 2002 (the “Transfer Agreement”) between the Company and the Trust Depositor. Pursuant to a Transfer and Servicing Agreement, dated as of August 8, 2002 (the “Transfer and Servicing Agreement”), among the Trust, the Company, the Trust Depositor and the Indenture Trustee"), the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Business Loans and certain related assets. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer Trust will pledge and grant to the Indenture Trustee a security interest in the Collateral Obligations. The Collateral Obligations will be managed by GC Advisors LLC (Business Loans and its rights under the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management Agreement") to be dated as of the Closing Date between the Issuer Transfer Agreement and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity, the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Transfer and Servicing Agreement") to be dated as of the Closing Date and entered into among the Issuer, the Collateral Manager and the Collateral Administrator. This Agreement, the Indenture, the Credit Trust Agreement, the Collateral Management Transfer Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Transfer and Servicing Agreement and the Collateral Administration Agreement Indenture are referred to collectively herein as the "“Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. ” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary MemorandumTransfer and Servicing Agreement. The Offered Notes are to be offered without being registered under and sold by means of a Confidential Private Placement Memorandum (including any exhibits, amendments or supplements thereto, the “Memorandum”) prepared by the Company in a transaction exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "“Securities Act"”), including transactions made pursuant to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "qualified institutional buyers" in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("QIBs"“Rule 144A”) or (y) solely and in the case of Offered Notes issued as Certificated Secured Notes, offshore transactions pursuant to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) Regulation S under the Securities Act) ("Institutional Accredited Investors"). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each During the initial Interest Accrual Period, the Class A-1 A Notes shall bear interest at a rate equal to 2.288750% per annum and the Class B Notes shall bear interest at a rate equal to 3.388750% per annum. For each Interest Accrual Period thereafter, the Class A Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.350.50% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.201.60% per annum. The Issuer Company hereby agrees with you, as the Initial Purchaser Purchaser, as follows:

Authorization of Notes. This Note Purchase Agreement ▇▇▇▇▇ Capital BDC, Inc. (the "Agreement") is entered into between G“Company”), as designated manager of ▇▇▇▇▇ Capital BDC CLO 4 2010-1 Holdings LLC (the “Depositor”), has duly authorized the sale of the ▇▇▇▇▇ Capital BDC 2010-1 LLC Notes, consisting of the Class A Notes (the “Class A Notes”), the Class B Notes (the “Class B Notes” and, together with the Class A Notes, the “Offered Notes”) and the Subordinated Notes (the “Subordinated Notes” and, together with the Offered Notes, the “Notes”) of ▇▇▇▇▇ Capital BDC 2010-1 LLC, a Delaware limited liability company (the "“Issuer") and W▇▇▇▇ Fargo Securities, LLC, as the initial purchaser (in such capacity, the "Initial Purchaser"). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount of Subordinated Notes due 2120 (the "Subordinated Notes" and, together with the Secured Notes, the "Notes"”). The Class A-1 NotesA Notes will be issued in an aggregate principal amount of $174,000,000, the Class A-2 Notes and the Class B Notes to will be issued in an aggregate principal amount of $10,000,000 and sold to the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I heretoSubordinated Notes will be issued in an aggregate principal amount of $116,000,000. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the Issuer. The Depositor will be the sole equity member of the Issuer. The Notes will be issued pursuant to an Indenture (the "Indenture") , to be dated as of July 16, 2010 (the Closing Date“Indenture”), between the Issuer and Deutsche U.S. Bank Trust Company AmericasNational Association, as the Trustee (in such capacitythe “Trustee”). The primary assets of the Issuer will be a pool of commercial middle market loans, or participation interests therein, originated or purchased by the Company (collectively, the "Trustee"“Collateral Obligations”). The Company will sell and/or contribute to the Depositor all of its right, title and interest of the Company in and to the Collateral Obligations and the Depositor will transfer and assign to the Issuer all of its right, title and interest of the Depositor in and to the Collateral Obligations pursuant to a Master Loan Sale Agreement, to be dated as of July 16, 2010 (the “Master Loan Sale Agreement”), between the Company, the Depositor and the Issuer. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer will pledge and grant to the Trustee a security interest in the Collateral Obligations, and its rights under the Master Loan Sale Agreement. The Collateral Obligations will be managed by GC Advisors LLC (the "“Collateral Manager"”) pursuant to a collateral management agreement (the "Collateral Management Agreement") , to be dated as of July 16, 2010 (the Closing Date “Collateral Management Agreement”), between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche has retained U.S. Bank Trust Company Americas National Association (in such capacity, the "“Collateral Administrator"”) to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") , to be dated as of July 16, 2010 (the Closing Date and entered into among “Collateral Administration Agreement”), between the Issuer, the Collateral Manager Issuer and the Collateral Administrator. This Purchase Agreement (the “Agreement”), the Master Loan Sale Agreement, the Indenture, the Credit Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement and the Collateral Administration Agreement are referred to collectively herein as the "“Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. ” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary MemorandumIndenture. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "“Securities Act"”), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "to “qualified institutional buyers" ” in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("“QIBs"”), (ii) or in offshore transactions in reliance on Regulation S under the Securities Act (y“Regulation S”), and (iii) solely in the case of Offered Notes issued as Certificated Secured Notes, to institutional "“accredited investors" ” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("“Institutional Accredited Investors"”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with the sale of the Purchased Offered Notes, the Issuer Company has prepared an initial a preliminary offering circular dated July 22June 24, 2020 2010 (including all annexes and any exhibits thereto and all information incorporated therein by reference, the "Initial “Preliminary Memorandum") and a second preliminary offering circular dated August 6”), 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24July 13, 2020 will be prepared and delivered prior to the Closing Date 2010 (including all annexes, any exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "“Final Memorandum"”, and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "“Memorandum"”) including a description of the terms of the Purchased Offered Notes, the terms of the offering, and the Issuer. It is understood and agreed that the close of business on July 15, 2010 constitutes the time of the contract of sale for each purchaser of the Offered Notes offered to the investors for purposes of Rule 159 under the Securities Act (the “Time of Sale”) and that (i) the Final Memorandum and (ii) the information set forth on Schedule II hereto constitute the entirety of the information conveyed to investors as of the Time of Sale (the “Time of Sale Information”). It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during During each Interest Accrual Period, the Class A-1 A Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.752.40% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.202.40% per annum. The Issuer Each of the Company, the Depositor and the Issuer, as applicable, hereby agrees with the Initial Purchaser as follows:

Authorization of Notes. This Note Purchase Agreement (the "this “Agreement"”) is entered into between G▇▇▇▇ Capital BDC among StepStone CLO 4 LLC2025-I LLC (the “Issuer”), a Delaware limited liability company (the "Issuer") and Wcompany, ▇▇▇▇▇ Fargo Securities, LLCLLC (“▇▇▇▇▇ Fargo”), as the initial purchaser (in such capacity, the "“Initial Purchaser"”) and StepStone Private Credit Fund LLC, a limited liability company formed under the laws of Delaware, as the retention holder (the “Retention Holder”). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser . (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 Due 2037, to be issued in an aggregate principal amount of $30,000,000 (the "“Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" ” and, together with the Class A-1 A Notes, the Class A-2 Notes and the Class B Notes, the "“Secured Notes"), the principal amount of which will be zero on the Closing Date ”) and (ii) U.S.$108,355,000 Subordinated Notes due 2037, to be issued in an aggregate principal amount of Subordinated Notes due 2120 $94,870,000 (the "“Subordinated Notes" ” and, together with the Secured Notes, the "“Notes"” or the “Offered Securities”). The Class A-1 Notes, the Class A-2 B Notes and the Class B Subordinated Notes to be issued and sold to the Initial Purchaser are referred to herein collectively as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "“Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes)”. Any reference herein to the sale of the Purchased Notes to or by the Initial Purchaser shall include the distribution toof such Purchased Notes. Additionally, certain Notes (the “Free Delivery Notes”) may be offered and sold directly by the Issuer through ▇▇▇▇▇ Fargo, as settlement agent, and sale by▇▇▇▇▇ Fargo will have no ownership interest in or title to such Free Delivery Notes prior to their purchase by purchasers; provided that ▇▇▇▇▇ Fargo shall have the right, as agent of the Issuer and in order to facilitate settlement, (a) to receive from the Issuer, the Initial Purchaser Free Delivery Notes issuable to such investor and (b) to deliver to such investor the extent reflected as Free Delivery Notes so received from the Issuer for issuance to such on Schedule I heretoinvestor. On the Closing DateWith respect to any Free Delivery Notes, the Issuer acknowledges and agrees that ▇▇▇▇▇ ▇▇▇▇▇ will also enter into perform purely ministerial functions to facilitate the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets settlement of the IssuerFree Delivery Notes. Under no circumstances ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇’s role as settlement agent obligate ▇▇▇▇▇ Fargo to act as initial purchaser, placement agent or underwriter with respect to the Free Delivery Notes (nor will it act in any such capacity) or result in any liability to ▇▇▇▇▇ Fargo with respect thereto. The Notes will be issued pursuant to an Indenture Indenture, to be dated as of September 17, 2025 (the "“Closing Date”) (the “Indenture") ”), between the Issuer and UMB Bank, National Association, as the Trustee (the “Trustee”). The primary assets of the Issuer will be a pool of bank loans and participation interests therein, originated or purchased by the Retention Holder or the Issuer and their respective affiliates (collectively, the “Collateral Obligations”). Pursuant to a master loan sale agreement, to be dated as of the Closing DateDate (as amended from time to time, the “Master Loan Sale Agreement”), between the Issuer and Deutsche Bank Trust Company AmericasRetention Holder, as seller, and the Trustee (in such capacityIssuer, as purchaser, the "Trustee"Retention Holder will transfer, without recourse, all of its right, title and interest to certain of the Collateral Obligations to the Issuer. Pursuant to a master participation agreement, to be dated as of the Closing Date (the “Master Participation Agreement”), among the Issuer, the Retention Holder and various wholly-owned subsidiaries of the Retention Holder (each, a “Financing Subsidiary”), each Financing Subsidiary and the Retention Holder will (x) sell directly to the Issuer the Closing Date Participation Interests and (y) agree to cause the elevation of each such Closing Date Participation Interests to an assignment pursuant to terms of the Master Participation Agreement. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer will pledge and grant to the Trustee a security interest in the Collateral ObligationsObligations and its other assets (other than any Margin Stock). The Collateral Obligations will be managed by GC Advisors StepStone Private Credit Fund LLC (in such capacity, the "“Collateral Manager"”) pursuant to a collateral management agreement (the "Collateral Management Agreement") , to be dated as of the Closing Date (as amended from time to time, the “Collateral Management Agreement”), between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas UMB Bank, National Association (in such capacity, the "“Collateral Administrator"”) to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") , to be dated as of the Closing Date and entered into (as amended from time to time, the “Collateral Administration Agreement”), among the Issuer, the Collateral Manager and the Collateral Administrator. This Agreement, the IndentureMaster Loan Sale Agreement, the Credit Master Participation Agreement, the Indenture, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement Retention of Net Economic Interest Letter and the Collateral Administration Agreement are referred to collectively herein as the "“Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. ” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum Indenture or the Second Preliminary MemorandumOffering Circular (as defined below). The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "“Securities Act"”), to "(i) other than the Subordinated Notes, to persons that are both (x) “qualified purchasers" ” ("“Qualified Purchasers"”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "“1940 Act") ”), or entities owned exclusively by Qualified Purchasers that are either and (iy) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("“Regulation S"”) or and (ii) persons that are both (x) "either (A) “qualified institutional buyers" ” in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("“QIBs"”) or (yB) solely in the case of Offered Notes issued as Certificated Secured Notes, to institutional "“accredited investors" ” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("“Institutional Accredited Investors"). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum"”) and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein y) Qualified Purchasers or entities owned exclusively by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:Qualified Purchasers.

Authorization of Notes. This Note Purchase Agreement NewStar Financial, Inc. (the "Agreement") is entered into between G▇▇▇▇ Capital BDC CLO 4 LLC“Company”), a Delaware limited liability company as designated manager of NewStar Commercial Loan LLC 2009-1 (the "Issuer") and W▇▇▇▇ Fargo Securities“Trust Depositor”), LLChas duly authorized the sale of the NewStar Commercial Loan Trust 2009-1 Notes, as consisting of the initial purchaser Class A Notes (in such capacitythe “Class A Notes”), the "Initial Purchaser"). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate B Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "“Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" ” and, together with the Class A-1 A Notes, the Class A-2 Notes and the Class B “Offered Notes, the "Secured Notes"”), the principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount of Subordinated Notes due 2120 Class C Note (the "“Class C Note”) and the Subordinated Notes" Note (the “Subordinated Note” and, together with the Secured Class C Note and the Offered Notes, the "“Notes"”) of NewStar Commercial Loan Trust 2009-1, a Delaware statutory trust (the “Trust”). The Trust was formed pursuant to (i) a Trust Agreement, dated as of November 30, 2009 and amended and restated on January 7, 2010 (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust Company, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on November 30, 2009. The Class A-1 NotesA Notes will be issued in an aggregate principal amount of $148,500,000, the Class A-2 Notes and the Class B Notes to will be issued in an aggregate principal amount of $42,000,000, the Class C Note will be issued in an aggregate principal amount of $31,000,000 and sold the Subordinated Note will be issued in an aggregate principal amount of $56,921,299. In addition to the Initial Purchaser are referred to herein as Notes, the "Purchased Notes" and are set forth on Schedule I heretoTrust is issuing a Trust Certificate (the “Certificate”). The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the IssuerTrust. The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture (the "Indenture") , to be dated as of January 7, 2010 (the Closing Date“Indenture”), between the Issuer Trust and Deutsche U.S. Bank Trust Company AmericasNational Association, as the Trustee (in such capacitythe “Trustee”). The primary assets of the Trust will be a pool of commercial loans, or interests thereon, originated or purchased by the Company (collectively, the "“Loans”). The Trust Depositor will acquire the Loans from the Company pursuant to a Commercial Loan Sale Agreement, to be dated as of January 7, 2010 (the “Loan Sale Agreement”), between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of January 7, 2010 (the “Sale and Servicing Agreement”), among the Trust, the Company, the Trust Depositor, the Trustee and Wilmington Trust Company, as the Owner Trustee (the “Owner Trustee"”), the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Loans. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer Trust will pledge and grant to the Trustee a security interest in the Collateral ObligationsLoans, and its rights under the Loan Sale Agreement and the Sale and Servicing Agreement. The Collateral Obligations will be managed by GC Advisors LLC This Purchase Agreement (the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management “Agreement") to be dated as of the Closing Date between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity”), the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") to be dated as of the Closing Date and entered into among the Issuer, the Collateral Manager and the Collateral Administrator. This Trust Agreement, the Indenture, the Credit Loan Sale Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Sale and Servicing Agreement and the Collateral Administration Agreement Indenture are referred to collectively herein as the "“Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. ” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary MemorandumSale and Servicing Agreement. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "“Securities Act"”), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "“qualified institutional buyers" ” in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("“QIBs") or ”), in offshore transactions in reliance on Regulation S under the Securities Act (y) solely in the case of Offered Notes issued as Certificated Secured Notes“Regulation S”), and to institutional "“accredited investors" ” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("“Institutional Accredited Investors"”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with the sale of the Purchased Offered Notes, the Issuer Company has prepared an initial a preliminary confidential offering circular memorandum dated July 22December 1, 2020 2009 (including all annexes and any exhibits thereto and all information incorporated therein by reference, the "Initial “Preliminary Memorandum") and a second preliminary offering circular dated August 6”), 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final confidential offering circular to be memorandum dated on or about August 24January 5, 2020 will be prepared and delivered prior to the Closing Date 2010 (including all annexes, any exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "“Final Memorandum"”, and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "“Memorandum"”) including a description of the terms of the Purchased Offered Notes, the terms of the offering, and the IssuerTrust. It is understood and agreed that the close of business on January 6, 2010 constitutes the time of the contract of sale for each purchaser of the Offered Notes offered to the investors for purposes of Rule 159 under the Securities Act (the “Time of Sale”) and that (i) the Final Memorandum and (ii) the information set forth on Schedule II hereto constitute the entirety of the information conveyed to investors as of the Time of Sale (the “Time of Sale Information”). It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during During each Interest Accrual Period, the Class A-1 A Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.753.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.205.00% per annum. The Issuer Each of the Company, the Trust Depositor and the Trust, as applicable, hereby agrees with you, as the Initial Purchaser Purchaser, as follows:

Authorization of Notes. This Note Purchase Agreement Hercules Technology Growth Capital, Inc. (the "Agreement"“Company”), as sole member of Hercules Capital Funding 2014-1 LLC (the “Trust Depositor”), has duly authorized the sale of the 3.524% Asset-Backed Notes (the “Notes”) is entered into between G▇▇▇▇ of Hercules Capital BDC CLO 4 LLCFunding Trust 2014-1, a Delaware limited liability company statutory trust (the "Issuer"“Trust”). The Notes will be issued by the Trust in an aggregate principal amount of $129,300,000. The Notes will be offered by the Trust pursuant to the Memoranda (as defined below). The Trust was formed pursuant to (i) a Trust Agreement, dated as of October 1, 2014, as amended and W▇▇▇▇ Fargo Securitiesrestated as of the Closing Date (as defined below) (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, LLCNational Association, as the initial purchaser (in such capacity, the "Initial Purchaser"). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 owner trustee (the "Class A-1 Notes"), (ii“Owner Trustee”) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount a Certificate of Subordinated Notes due 2120 (the "Subordinated Notes" and, together Trust filed with the Secured Secretary of State of the State of Delaware on October 1, 2014. In addition to the Notes, the "Notes"Trust is issuing a Trust Certificate (the “Certificate”). The Class A-1 NotesCertificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, the Class A-2 Notes and the Class B Notes to be issued and sold to dated as of the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC Closing Date (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes“Indenture”). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Trust and U.S. Bank Trust Company AmericasNational Association, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 trustee (the "Class A-1-L Loans") on the Closing Date“Trustee”). The Class A-1-L Loans and Secured Notes will be secured by the assets of the IssuerTrust. The Notes primary assets of the Trust will be issued a pool of senior commercial loans made to life sciences companies and technology companies and secured by security interests in certain assets of those companies, originated or acquired by the Company or its affiliates (collectively, the “Loans”). The Trust Depositor will acquire loans from the Company pursuant to an Indenture (the "Indenture") a Sale and Contribution Agreement, to be dated as of the Closing Date, Date (the “Sale and Contribution Agreement”) between the Issuer Company and Deutsche Bank the Trust Company AmericasDepositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Trustee Closing Date (in such capacitythe “Sale and Servicing Agreement”), among the Trust, the "Company, the Trust Depositor, and the Trustee"), the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer Trust will pledge and grant to the Trustee a security interest in the Collateral ObligationsLoans, and its rights under the Sale and Contribution Agreement and the Sale and Servicing Agreement. The Collateral Obligations will be managed by GC Advisors LLC This Note Purchase Agreement (the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management “Agreement") to be dated as of the Closing Date between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity”), the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") to be dated as of the Closing Date and entered into among the Issuer, the Collateral Manager and the Collateral Administrator. This Trust Agreement, the Indenture, the Credit Sale and Contribution Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Sale and Servicing Agreement and the Collateral Administration Agreement Indenture are referred to collectively herein as the "“Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. ” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary MemorandumSale and Servicing Agreement. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "“Securities Act"”), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "“qualified institutional buyers" ” in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("“QIBs") or ”), in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (y) solely in the case of Offered Notes issued as Certificated Secured Notes“Regulation S”), and to institutional "“accredited investors" ” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("“Institutional Accredited Investors"”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:.

Authorization of Notes. This Note Purchase Agreement (The Company will authorize the "Agreement") is entered into between G▇▇▇▇ Capital BDC CLO 4 LLC, a Delaware limited liability company (the "Issuer") and W▇▇▇▇ Fargo Securities, LLC, as the initial purchaser (in such capacity, the "Initial Purchaser"). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 sale of its Senior Secured Floating Rate Notes due 2032 2029 (the "Class A-1 “Notes"), (ii”) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the principal amount of which will be zero set forth opposite the respective Purchaser’s name on the Closing Date and (ii) U.S.$108,355,000 principal amount of Subordinated Notes due 2120 (the "Subordinated Notes" and, together with the Secured Notes, the "Notes"). The Class A-1 Notes, the Class A-2 Notes and the Class B Notes to be issued and sold to the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured aggregate principal amount for all Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser issued hereunder shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the Issuer$60,000,000. The Notes will be issued pursuant to an the Indenture (the "Indenture") to be dated as of December 27, 2023 (as amended, supplemented and otherwise modified from time to time prior to the Closing Datedate hereof, between the Issuer “Base Indenture”), as supplemented by the Fifth Supplemental Indenture (together with the Base Indenture, the “Indenture”), among the Company, each of the Notes Guarantors party thereto and Deutsche U.S. Bank Trust Company AmericasCompany, National Association, as the Trustee trustee (in such capacity, the "“Trustee"”). Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer will pledge and grant to the Trustee a security interest in the Collateral Obligations. The Collateral Obligations will be managed by GC Advisors LLC (the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management Agreement") to be dated as of the Closing Date between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas agent (in such capacity, the "“Collateral Administrator"Agent”) and calculation agent (in such capacity, the “Calculation Agent”), and will be guaranteed on a senior secured basis by the Notes Guarantors (the “Guarantees” and, together with the Notes, the “Securities”). Certain capitalized and other terms used in this Agreement are defined in Schedule A; and references to perform certain administrative duties with respect a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Any capitalized term used, but not defined, herein shall have the meaning given to such term in the Indenture. The Notes, the $520,000,000 aggregate principal amount of the Senior Secured Floating Rate Notes due 2029 issued by the Company on December 27, 2023 pursuant to the Collateral Obligations Indenture and the $120,000,000 aggregate principal amount of the Senior Secured Floating Rate Notes due 2029 issued by the Company on June 12, 2024 pursuant to a collateral administration agreement the Indenture (the "Collateral Administration Agreement") to be dated as of the Closing Date and entered into among the Issuercollectively, the Collateral Manager and the Collateral Administrator. This Agreement, “Existing Notes”) will be treated as a single series of securities for all purposes under the Indenture, the Credit Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement and the Collateral Administration Agreement are referred to collectively herein as the "Transaction Documents." * . The Class C Notes will have an initial principal amount identical terms to the Existing Notes (other than the date of zero on original issuance and the Closing Date and remain be unfunded until the occurrence of the Funding Date. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary Memorandumissue price). The Offered Notes are to will be offered without being registered under the Securities Act of 1933, as amended (the "Securities Act"), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "qualified institutional buyers" in compliance issued with the exemption from registration provided by Rule 144A under same CUSIP as the Securities Act ("QIBs") or (y) solely in the case of Offered Notes issued as Certificated Secured Existing Notes, to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors"). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:.

Authorization of Notes. This Note Purchase Agreement KCAP Financial, Inc. (the "Agreement"“Company”), as designated manager of KCAP Senior Funding I Holdings, LLC (the “Depositor”) is entered into between G▇▇▇▇ Capital BDC CLO 4 and the Issuer, has duly authorized the sale of the KCAP SENIOR FUNDING I, LLC Notes, consisting of the Class A-1 Notes, the Class B-1 Notes, the Class C-1 Notes and the Class D-1 Notes (collectively, the “Offered Notes”) and the Subordinated Notes (the “Subordinated Notes” and, together with the Offered Notes, the “Notes”) of KCAP SENIOR FUNDING I, LLC, a Delaware limited liability company (the "“Issuer") and W▇▇▇▇ Fargo Securities, LLC, as the initial purchaser (in such capacity, the "Initial Purchaser"”). Subject to the terms and conditions stated The Offered Notes will be issued in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the an aggregate principal amount of which $105,250,000 and the Subordinated Notes will be zero on the Closing Date and (ii) U.S.$108,355,000 issued in an aggregate principal amount of Subordinated Notes due 2120 (the "Subordinated Notes" and, together with the Secured Notes, the "Notes")$34,750,000. The Class A-1 Notes, the Class A-2 Notes and the Class B Notes to be issued and sold to the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the Issuer. The Depositor will be the sole equity member of the Issuer. The Notes will be issued pursuant to an Indenture (the "Indenture") , to be dated as of June 18, 2013 (the Closing Date“Indenture”), between the Issuer and Deutsche U.S. Bank Trust Company AmericasNational Association, as the Trustee (in such capacitythe “Trustee”). The primary assets of the Issuer will be a pool of bank loans, or participation interests therein (collectively, the "Trustee"“Collateral Obligations”). On the Closing Date, the Company will sell and/or contribute to the Depositor all of its right, title and interest of the Company in and to the initial Collateral Obligations and the Depositor will transfer and assign to the Issuer all of its right, title and interest of the Depositor in and to the initial Collateral Obligations pursuant to a Master Loan Sale Agreement, to be dated as of June 18, 2013 (the “Master Loan Sale Agreement”), between the Company, the Depositor and the Issuer. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Offered Notes, the Issuer will pledge and grant to the Trustee a security interest in the Collateral Obligations, and its rights under the Master Loan Sale Agreement. The Collateral Obligations will be managed by GC Advisors LLC KCAP Financial, Inc., in its capacity as collateral manager (the "“Collateral Manager"”) pursuant to a collateral management agreement (the "Collateral Management Agreement") , to be dated as of June 18, 2013 (the Closing Date “Collateral Management Agreement”), between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche has retained U.S. Bank Trust Company Americas National Association (in such capacity, the "“Collateral Administrator") ”), to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") , to be dated as of June 18, 2013 (the Closing Date and entered into among “Collateral Administration Agreement”), between the Issuer, the Collateral Manager and the Collateral Administrator. This Purchase Agreement (the “Agreement”), the Master Loan Sale Agreement, the Indenture, the Credit Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement and the Collateral Administration Agreement are referred to collectively herein as the "“Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. ” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary MemorandumIndenture. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "“Securities Act"”), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "to “qualified institutional buyers" ” in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("“QIBs"”), (ii) or in offshore transactions in reliance on Regulation S under the Securities Act (y“Regulation S”), and (iii) solely in the case of Offered Notes issued as Certificated Secured Notes, to institutional "“accredited investors" ” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("“Institutional Accredited Investors"”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with the sale of the Purchased Offered Notes, the Issuer Company has prepared an initial a preliminary offering circular dated July 22April 3, 2020 2013 (including all annexes and any exhibits thereto and all information incorporated therein by reference, the "Initial “Preliminary Memorandum") and Offering Circular”), a second preliminary offering circular dated August 6May 3, 2020 2013 (including all annexes and any exhibits thereto and all information incorporated therein by reference, the "“Second Preliminary Memorandum") Offering Circular”), and a final offering circular to be dated on or about August 24June 16, 2020 will be prepared and delivered prior to the Closing Date 2013 (including all annexes, any exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "“Final Memorandum"Offering Circular”, and each of the Initial Preliminary MemorandumOffering Circular, the Second Preliminary Memorandum Offering Circular and the Final MemorandumOffering Circular, a "Memorandum"collectively the “Offering Circular”) including a description of the terms of the Purchased Offered Notes, the terms of the offering, and the Issuer. It is understood and agreed that the close of business on June 16, 2013 constitutes the time of the contract of sale for each purchaser of the Offered Notes offered to the investors for purposes of Rule 159 under the Securities Act (the “Time of Sale”) and that (i) the Second Preliminary Offering Circular and (ii) the information set forth on Schedule II hereto constitute the entirety of the information conveyed to investors as of the Time of Sale (the “Time of Sale Information”). It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during During each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.351.50% per annum, the Class A-2 B-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.753.25% per annum and annum, the Class B C-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.204.25% per annum, and the Class D-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 5.25% per annum. The Issuer Each of the Company, the Depositor and the Issuer, as applicable, hereby agrees with the Initial Purchaser as follows:

Authorization of Notes. This Note Purchase Agreement The Company hereby authorizes the issuance and sale of an aggregate principal amount of $1,000,000 in the form of convertible subordinated unsecured notes (the "AgreementNote" or "Notes") to be issued to _________________________. Each Note issued hereunder will be dated the date purchased by you hereunder, will mature on June [ ], 2004, will bear interest on its unpaid principal balance from the date of issuance at the rate of ten percent (10%) per annum, payable quarterly, beginning September 30, 2001, out of available cash flow from operations as determined by the Company's Board of Directors, or if not paid but accrued, will be paid at the next fiscal quarter or at maturity. If the interest is entered into between G▇▇▇▇ Capital BDC CLO 4 LLCnot paid quarterly, a Delaware limited liability company (but is accrued, interest for subsequent quarters shall be computed based upon the "Issuer") unpaid principal balance and W▇▇▇▇ Fargo Securities, LLC, as accrued interest during the initial purchaser (in quarter for which such capacityinterest computation is performed. Each fiscal quarter, the "Initial Purchaser")Board of Directors will determine if sufficient cash flow exists to make the interest payments, and if, in their determination, sufficient cash flow does not exist to make the payments, the interest will accrue until the next fiscal quarter when a similar determination will be made. Subject The failure to pay interest on the Notes prior to the maturity date will not constitute an Event of Default. The Noteholder, at his option, may convert the principal and any accrued and unpaid interest into fully paid and non-assessable shares of the Common Stock on the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount of Subordinated Notes due 2120 (the "Subordinated Notes" and, together with the Secured Notes, the "Notes"). The Class A-1 Notes, the Class A-2 Notes and the Class B Notes to be issued and sold to the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement in Section 8 of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit this Note Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the Issuer. The Notes will be issued have the other terms and provisions provided herein and in the form of Note attached hereto as Exhibit 1 to this Schedule A. The --------- ---------- term "Note" or "Notes" as used herein shall include each Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. The Note is an Indenture (the "Indenture") to be dated as unsecured obligation of the Closing Date, between the Issuer and Deutsche Bank Trust Company Americas, as the Trustee (subordinated in such capacity, the "Trustee"). Pursuant right of payment to the Indentureextent of the principal amount (and premium, as security for if any), and interest on, all senior indebtedness (however defined in any debt instrument) of the indebtedness represented by Company, outstanding at any time during the Secured Notes, term of the Issuer will pledge and grant to the Trustee a security interest in the Collateral ObligationsNote. The Collateral Obligations will be managed by GC Advisors LLC Note is convertible into Company common stock (the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management Agreement") to be dated as of the Closing Date between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity, the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") to be dated as of the Closing Date and entered into among the Issuer, the Collateral Manager and the Collateral Administrator. This Agreement, the Indenture, the Credit Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Agreement and the Collateral Administration Agreement are referred to collectively herein as the "Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary Memorandum. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "Securities ActCommon Stock"), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, $.001 par value per share as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "qualified institutional buyers" in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("QIBs") or (y) solely in the case of Offered Notes issued as Certificated Secured Notes, to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors"). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:described herein.

Authorization of Notes. This Note Purchase Agreement Hercules Technology Growth Capital, Inc. (the "Agreement"“Company”), as sole member of Hercules Capital Funding 2012-1 LLC (the “Trust Depositor”), has duly authorized the sale of the 3.32% Asset-Backed Notes (the “Notes”) is entered into between G▇▇▇▇ of Hercules Capital BDC CLO 4 LLCFunding Trust 2012-1, a Delaware limited liability company statutory trust (the "Issuer"“Trust”). The Notes will be issued by the Trust in an aggregate principal amount of $129,300,000. The Notes will be offered by the Trust pursuant to the Memoranda (as defined below). The Trust was formed pursuant to (i) a Trust Agreement, dated as of December 10, 2012, as amended and W▇▇▇▇ Fargo Securitiesrestated as of the Closing Date (the “Trust Agreement”) between the Trust Depositor and Wilmington Trust, LLCNational Association, as the initial purchaser (in such capacity, the "Initial Purchaser"). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 owner trustee (the "Class A-1 Notes"), (ii“Owner Trustee”) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount a Certificate of Subordinated Notes due 2120 (the "Subordinated Notes" and, together Trust filed with the Secured Secretary of State of the State of Delaware on December 10, 2012. In addition to the Notes, the "Notes"Trust is issuing a Trust Certificate (the “Certificate”). The Class A-1 NotesCertificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, the Class A-2 Notes and the Class B Notes to be issued and sold to dated as of the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC Closing Date (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes“Indenture”). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Trust and U.S. Bank Trust Company AmericasNational Association, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 trustee (the "Class A-1-L Loans") on the Closing Date“Trustee”). The Class A-1-L Loans and Secured Notes will be secured by the assets of the IssuerTrust. The Notes primary assets of the Trust will be issued a pool of senior commercial loans made to life sciences companies and technology companies and secured by security interests in certain assets of those companies, originated or acquired by the Company or one of its affiliates (collectively, the “Loans”). The Trust Depositor will acquire loans from the Company pursuant to an Indenture (the "Indenture") a Sale and Contribution Agreement, to be dated as of the Closing Date, Date (the “Sale and Contribution Agreement”) between the Issuer Company and Deutsche Bank the Trust Company AmericasDepositor. Pursuant to a Sale and Servicing Agreement, to be dated as of the Trustee Closing Date (in such capacitythe “Sale and Servicing Agreement”), among the Trust, the "Company, the Trust Depositor, and the Trustee"), the Trust Depositor will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Loans in consideration for the Trust’s payment of portion of the proceeds of the Notes and the issuance of the Certificate to the Trust Depositor. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer Trust will pledge and grant to the Trustee a security interest in the Collateral ObligationsLoans, and its rights under the Sale and Contribution Agreement and the Sale and Servicing Agreement. The Collateral Obligations will be managed by GC Advisors LLC This Note Purchase Agreement (the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management “Agreement") to be dated as of the Closing Date between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity”), the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") to be dated as of the Closing Date and entered into among the Issuer, the Collateral Manager and the Collateral Administrator. This Trust Agreement, the Indenture, the Credit Sale and Contribution Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Sale and Servicing Agreement and the Collateral Administration Agreement Indenture are referred to collectively herein as the "“Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. ” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary MemorandumSale and Servicing Agreement. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "“Securities Act"”), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "“qualified institutional buyers" ” in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("“QIBs") or ”), in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act (y) solely in the case of Offered Notes issued as Certificated Secured Notes“Regulation S”), and to institutional "“accredited investors" ” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("“Institutional Accredited Investors"”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:.

Authorization of Notes. This Note Purchase and Placement Agreement (the "this “Agreement"”) is entered into between Gamong ▇▇▇▇▇▇ Capital ▇▇▇▇▇▇▇▇▇ BDC CLO 4 SPV III, LLC, a Delaware limited liability company (the "“Issuer"”) and W▇▇▇▇▇ Fargo Securities, LLCLLC (“▇▇▇▇▇ Fargo”), as the initial purchaser (in such capacity, the "“Initial Purchaser"”). Subject The Issuer proposes that, subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 U.S.$2,000,000 Class A-1 X Senior Secured Floating Rate Notes due 2032 (the "“Class A-1 X Notes"”), (ii) U.S.$10,500,000 U.S.$175,500,000 Class A-2 A Senior Secured Floating Rate Notes due 2032 (the "“Class A-2 A Notes") and (iii) U.S.$21,000,000 ”), U.S.$37,500,000 Class B Senior Secured Floating Rate Notes due 2032 (the "“Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" ” and, together with the Class A-1 A Notes, the Class A-2 Notes and the Class B Notes, the "“Secured Notes"”). The Issuer will also issue and sell directly to the initial investors therein, the principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount of U.S.$81,970,000 Subordinated Notes due 2120 (the "“Subordinated Notes" ” and, together with the Secured Notes, the "“Notes"”). The Class A-1 Notes, the Class A-2 Notes and the Class B Notes to be issued and sold to the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the Issuer. The Notes will be issued pursuant to an Indenture (the "“Indenture") ”), to be dated as of on or about March 14, 2024 (the “Closing Date”), between the Issuer and Deutsche U.S. Bank Trust Company AmericasCompany, National Association, as the Trustee (in the “Trustee”). The Issuer expects to change its name to ▇▇▇▇▇▇▇▇▇ NCDLC CLO-III, LLC on or around the Closing Date, and to issue the Notes under such capacityname. The primary assets of the Issuer are a pool of senior secured floating rate middle market loans (collectively, the "Trustee"“Collateral Obligations”). Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer will pledge and grant to the Trustee a security interest in the Collateral ObligationsObligations and its other assets (other than excluded property). The Collateral Obligations ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Direct Lending Corp., a Maryland corporation (“Nuveen”) will be managed by GC Advisors LLC (manage the "Collateral Manager") Assets for the Issuer pursuant to a collateral management agreement (the "Collateral Management Agreement") , to be dated as of the Closing Date (the “Collateral Management Agreement”) between the Issuer and the Collateral ManagerNuveen. The Issuer will also retain Deutsche U.S. Bank Trust Company Americas Company, National Association (in such capacity, the "“Collateral Administrator"”) to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") , to be dated as of the Closing Date and entered into (the “Collateral Administration Agreement”), among the Issuer, the Collateral Manager and the Collateral Administrator. This Agreement, the Indenture, the Credit Agreement, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Transfer Agreement, the EU/UK Retention Agreement and the Securities Account Control Agreement, the Subordinated Note Purchase Agreement and the Collateral Administration Agreement are referred to collectively herein as the "“Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. ” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum Indenture or the Second Preliminary MemorandumOffering Circular (as defined below). The Offered Secured Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "“Securities Act"”), (I) to "“qualified purchasers" ("Qualified Purchasers") ” for purposes of Section 3(c)(7) under of the Investment Company Act of 1940, as amended (the "1940 Act"“Qualified Purchasers”) or entities owned exclusively by Qualified Purchasers that are either not “U.S. persons” (ias defined in Regulation S) non-United States persons outside of the United States in reliance on Regulation S under (except the Securities Act Subordinated Notes), and ("Regulation S"II) to, or (ii) for the account or benefit of, persons that are both (xA)(i) "“qualified institutional buyers" in compliance with ” within the exemption from registration provided by meaning of Rule 144A under the Securities Act ("“QIBs") ”), or (yii) solely in the case of Offered Notes issued as Certificated Secured Notesin certificated form, to institutional "“accredited investors" ” under clauses (as defined in Rule 501(a)(11), (2), (3) or (7) of Rule 501(a) under the Securities Act) Act ("“Institutional Accredited Investors")”) and (B)(i) Qualified Purchasers, or (ii) entities owned exclusively by Qualified Purchasers. In connection with the sale of the Purchased Notes, the Issuer has prepared an initial a preliminary offering circular dated July 22January 30, 2020 2024 (including all any annexes and exhibits thereto and all information incorporated therein by reference, the "“Initial Preliminary Memorandum"Offering Circular”) and a second preliminary offering circular dated August 6February 7, 2020 2024 (including all any annexes and exhibits thereto and all information incorporated therein by reference, the "“Second Preliminary Memorandum") Offering Circular”), and the Issuer will prepare a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all any annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "“Final Memorandum"Offering Circular”, and each of the Initial Preliminary MemorandumOffering Circular, the Second Preliminary Memorandum Offering Circular and the Final MemorandumOffering Circular, a "Memorandum"“Circular”) including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that the Closing Date constitutes the time of the contract of sale for each purchaser of the Notes offered to the investors for purposes of Rule 159 under the Securities Act (the “Time of Sale”) and that (i) the Final Offering Circular and (ii) the information set forth on Schedule II hereto will constitute the entirety of the information conveyed to investors as of the Time of Sale (the “Time of Sale Information”). It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s its right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 X Notes shall bear interest at a rate equal to the then-applicable Reference Rate plus 1.40% per annum, the Class A Notes shall bear interest at a per annum rate equal to the then then-applicable LIBOR Reference Rate plus 2.352.00% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then then-applicable LIBOR Reference Rate plus 3.202.65% per annum. The Subordinated Notes will not bear any interest. The Issuer hereby agrees with you, as the Initial Purchaser Purchaser, as follows:

Authorization of Notes. This Note Purchase Agreement The Issuer will authorize the issue and sale of $150,000,000 aggregate principal amount of its Senior Secured Notes due July 20, 2031 (the "Agreement") is entered into between G▇▇▇▇ Capital BDC CLO 4 LLC“Notes”). The Notes will be issued by the Issuer pursuant to an indenture (as the same may be amended, supplemented or otherwise modified from time to time, the “Indenture”), dated as of June 22, 2022, by and among the Issuer and U.S. Bank Trust Company, National Association (“U.S. Bank”), a Delaware limited liability company (the "Issuer") and W▇▇▇▇ Fargo Securitiesnational banking association, LLCnot in its individual capacity, but solely in its capacity as the initial purchaser trustee (in such capacity, the "Initial Purchaser"). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes"). Subject to the terms and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount of Subordinated Notes due 2120 (the "Subordinated Notes" and, together with the Secured Notes, the "Notes"“Trustee”). The Class A-1 NotesNotes shall be issued in accordance with the Indenture and backed by a portfolio of Loan Assets and Related Property. The Issuer, the Class A-2 Notes Depositor and the Class B Notes to be issued and sold to the Initial Purchaser ▇▇▇▇▇▇▇▇ are referred to herein each, as a “Securitization Party” and collectively, as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto“Securitization Parties”. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement a sale and servicing agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent same may be amended, supplemented or otherwise modified, the “Sale and the loan agent and the lenders party thereto from time to timeServicing Agreement”), pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the Issuer. The Notes will be issued pursuant to an Indenture (the "Indenture") to be dated as of the Closing Date, between by and among the Issuer Issuer, Hercules Capital Funding 2022-1 LLC, a Delaware limited liability company, in its capacity as the trust depositor thereunder (the “Depositor”), Hercules Capital, Inc., a Maryland corporation (“Hercules”), in its capacity as the seller and Deutsche Bank Trust Company Americasthe servicer thereunder (the “Servicer”), U.S. Bank, in its capacities as the Trustee and the paying agent thereunder, and U.S. Bank National Association (“USBNA”) in such capacityits capacities as the backup servicer and the custodian thereunder, pursuant to which, among other things, the "Trustee"). Pursuant Depositor will convey and contribute to the Indenture, as security for Issuer the indebtedness represented by Loan Assets and Related Property and the Secured NotesServicer will perform the servicing duties specified therein in respect of the Loan Assets. On the Closing Date, the Issuer Depositor will pledge enter into a sale and grant to the Trustee a security interest in the Collateral Obligations. The Collateral Obligations will be managed by GC Advisors LLC (the "Collateral Manager") pursuant to a collateral management contribution agreement (as the "Collateral Management same may be amended, supplemented or otherwise modified, the “Sale and Contribution Agreement") to be ”), dated as of the Closing Date Date, by and between the Issuer Depositor, as the purchaser, and Hercules, as the Collateral Managerseller, pursuant to which, among other things, Hercules will convey and contribute to the Depositor the Loan Assets and Related Property. The Notes will be offered and sold by the Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity, the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations Purchasers pursuant to a collateral administration agreement (the "Collateral Administration Agreement") to be dated as of the Closing Date and entered into among the Issuer, the Collateral Manager and the Collateral Administrator. This Agreement, the Indenture, the Credit Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase this Agreement and the Collateral Administration Agreement are referred to collectively herein as the "Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary Memorandum. The Offered Notes are to be offered without being registered under the U.S. Securities Act of 1933, as amended (the "“Securities Act"”), in reliance upon the exemption provided by Section 4(a)(2) thereof. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Schedule A attached hereto and made a part hereof and, to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940extent not set forth therein, shall have the meanings set forth or incorporated by reference in the Sale and Servicing Agreement or the Indenture, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "qualified institutional buyers" in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("QIBs") or (y) solely in the case of Offered Notes issued as Certificated Secured Notes, to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors"). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annumapplicable. The Issuer hereby agrees with the Initial Purchaser as follows:rules of construction set forth in Section 15.3 hereof shall govern for all purposes under this Agreement.

Authorization of Notes. This Note Purchase Agreement (a) The Company will authorize the "Agreement") is entered into between G▇▇▇▇ Capital BDC CLO 4 LLCissue and sale of $103,000,000 aggregate principal amount of its Senior Secured Notes, a Delaware limited liability company comprised of $73,000,000 8.05% Series A Senior Secured Notes due August 1, 2006 and $30,000,000 8.73% Series B Senior Secured Notes due August 1, 2013 (the "Issuer") and W▇▇▇▇ Fargo Securities, LLC, as the initial purchaser (in such capacityrespectively, the "Initial Purchaser"). Subject to the terms Series A Notes" and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate Notes due 2032 (the "Class A-1 Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class Series B Notes"). Subject to the terms " and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount of Subordinated Notes due 2120 (the "Subordinated Notes" and, together with the Secured Notescollectively, the "Notes"," each such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement or the Other Agreements (as hereinafter defined)). The Class A-1 NotesNotes shall be substantially in the form set out in Exhibit 1(a), with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. (b) Pursuant to the Intercreditor Agreement Joinder you and the Other Purchasers will join into the Intercreditor Agreement. (c) Giving effect to the Intercreditor Agreement Joinder, the Class A-2 Notes and the Class B Notes to be issued and sold to the Initial Purchaser are referred to herein as the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC (the "Purchaser") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by (i) an Intercreditor and Trust Agreement substantially in the assets form attached hereto as Exhibit 1(c)-1 (the "Original Intercreditor Agreement"), as supplemented by the First Supplement dated as of October 1, 2000, substantially in the form attached hereto as Exhibit 1(c)-2 (the "First Intercreditor Agreement Supplement"), and by the Second Supplement Star Gas Partners, L.P. Note Purchase Agreement Petro Holdings, Inc. Petroleum Heat and Power Co., Inc. dated as of June 1, 2001, substantially in the form attached hereto as Exhibit 1(c)-3 (the "Second Intercreditor Agreement Supplement"; the Original Intercreditor Agreement, as supplemented by the First Intercreditor Agreement Supplement and the Second Intercreditor Agreement Supplement being hereinafter referred to as the "Intercreditor Agreement"), securing the Notes, the 1999 Senior Notes, the 2000 Senior Notes, other Parity Debt and the Debt outstanding under the Credit Agreement and (ii) the Security Documents referred to in the Intercreditor Agreement. (d) Giving effect to the Intercreditor Agreement Joinder, the payment of the Issuer. The Notes will be issued pursuant to an Indenture jointly and severally guaranteed by (the "Indenture"i) to be dated as of the Closing Date, between the Issuer Star Partners and Deutsche Bank Trust Company Americas, as the Trustee Petro Holdings (in such capacitycollectively, the "TrusteeParent Guarantors") under and pursuant to a Guarantee Agreement, substantially in the form attached to the Original Intercreditor Agreement as Exhibit A thereto, as amended by the First Intercreditor Agreement Supplement (as so amended, the "Parent Guarantee Agreement"), and (ii) the Subsidiaries of Petro Holdings (other than the Company) (collectively, the "Subsidiary Guarantors"; the Subsidiary Guarantors together with the Parent Guarantors being hereinafter referred to collectively as the "Guarantors") under and pursuant to a Guarantee Agreement, substantially in the form attached to the Original Intercreditor Agreement as Exhibit B, as amended by the First Intercreditor Agreement Supplement (as so amended, the "Subsidiary Guarantee Agreement"). Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer will pledge and grant to the Trustee a security interest in the Collateral Obligations. The Collateral Obligations will be managed by GC Advisors LLC (the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management Agreement") to be dated as of the Closing Date between the Issuer and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity, the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Agreement") to be dated as of the Closing Date and entered into among the Issuer, the Collateral Manager and the Collateral Administrator. This Agreement, the Indenture, the Credit Agreement, the Collateral Management Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Subsidiary Guarantee Agreement and the Collateral Administration Parent Guarantee Agreement are hereinafter referred to collectively herein as the "Transaction DocumentsGuarantee Agreements"." * (e) The Class C Notes Constituent Companies will use their best efforts to cause the Intercreditor Agreement and the Security Documents to be amended to make the changes indicated by blacklining in Exhibit 1(e) hereto. If such amendments have an initial principal not been executed and delivered by all necessary parties to give them full force and effect by February 1, 2002, the Company will on that date pay you a fee in the amount of zero on the Closing Date and remain be unfunded until the occurrence 0.25% of the Funding Date. Capitalized terms used herein but not otherwise defined shall have the meanings your commitment set forth in the Initial Preliminary Memorandum or the Second Preliminary Memorandum. The Offered Notes are to be offered without being registered under the Securities Act of 1933, as amended (the "Securities Act"), to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "qualified institutional buyers" in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("QIBs") or (y) solely in the case of Offered Notes issued as Certificated Secured Notes, to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors"). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each Interest Accrual Period, the Class A-1 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.35% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 3.20% per annum. The Issuer hereby agrees with the Initial Purchaser as follows:Schedule A hereto.

Authorization of Notes. This Note Purchase Agreement MCG Capital Corporation ---------------------- ("MCG" or the "Agreement") is entered into between G▇▇▇▇ Capital BDC CLO 4 LLC, a Delaware limited liability company (the "IssuerCompany") and W▇▇▇▇ Fargo SecuritiesMCG Finance III, LLCLLC ("Finance") have duly authorized the sale of the MCG Commercial Loan Trust Notes, as Series 2001-1, consisting of the initial purchaser (in such capacity, the "Initial Purchaser"). Subject to the terms and conditions stated in this Agreement, the Issuer propose to issue and sell to the Initial Purchaser (i) U.S.$137,500,000 Class A-1 Senior Secured Floating Rate A Notes due 2032 (the "Class A-1 A Notes"), (ii) U.S.$10,500,000 Class A-2 Senior Secured Floating Rate Notes due 2032 (the "Class A-2 Notes") and (iii) U.S.$21,000,000 Class B Senior Secured Floating Rate Notes due 2032 (the "Class B Notes" and together with the Class A Notes, the "Offered Notes"). Subject to the terms , and conditions stated in this Agreement, the Issuer also proposes to issue (i) up to U.S.$33,000,000 of the Class C Secured Deferrable Floating Rate Notes due 2032 (the "Class C Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "Secured Notes"), the principal amount of which will be zero on the Closing Date and (ii) U.S.$108,355,000 principal amount of Subordinated Notes due 2120 (the "Subordinated Notes" and, together with the Secured Offered Notes, the "Notes") of MCG Commercial Loan Trust 2001-1, a Delaware business trust (the "Trust"). The Trust was formed pursuant to a Trust Agreement dated as of December 1, 2001 (the "Trust Agreement") between Finance and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Class A-1 NotesA Notes will be issued in an aggregate initial principal amount of $229,860,000, the Class A-2 Notes and the Class B Notes to will be issued in an aggregate initial principal amount of $35,363,000, and sold the Class C Notes will be issued in an aggregate initial principal amount of $88,408, 391. In addition to the Initial Purchaser are referred to herein as Notes, the "Purchased Notes" and are set forth on Schedule I hereto. The Secured Notes being offered by the Initial Purchaser are referred to herein as the "Offered Notes". Any Subordinated Notes which the Issuer intends to sell directly to G▇▇▇▇ Capital BDC CLO 4 Depositor LLC Trust is issuing a class of Certificates (the "PurchaserCertificates") or any Related Entity are referred to herein as the "Direct Placement Notes" (provided that the Initial Purchaser may facilitate the settlement of the Direct Placement Notes solely as an accommodation to the Issuer and the initial purchasers of the Direct Placement Notes). Any reference herein to the sale of the Notes to or by the Initial Purchaser shall include the distribution to, and sale by, the Initial Purchaser to the extent reflected as such on Schedule I hereto. On the Closing Date, the Issuer will also enter into the Class A-1-L Credit Agreement (the "Credit Agreement") between the Issuer, Deutsche Bank Trust Company Americas, as the collateral agent and the loan agent and the lenders party thereto from time to time, pursuant to which the Issuer will incur U.S.$20,000,000 Class A-1-L Senior Secured Floating Rate Loans maturing 2032 (the "Class A-1-L Loans") on the Closing Date. The Class A-1-L Loans and Secured Notes will be secured by the assets of the IssuerTrust. The Certificates will represent fractional undivided ownership interests in the Trust. The Certificates will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture dated as of December 1, 2001 (the "Indenture") ), between the Trust and Wells Fargo Bank Minnesota, National Association, as Indenture Trust▇▇ (▇he "Indenture Trustee"). The primary assets of the Trust will be a pool of commercial business loans, or interests therein, originated or purchased by the Company, excluding any Retained Interest (collectively, the "Business Loans"). Finance will acquire the Business Loans from the Company pursuant to be a Commercial Loan Sale Agreement dated as of December 1, 2001 (the Closing Date, "Loan Sale Agreement") between the Issuer Company and Deutsche Bank Trust Company AmericasFinance. Pursuant to a Sale and Servicing Agreement dated as of December 1, as 2001 (the Trustee (in such capacity"Sale and Servicing Agreement") among the Trust, the "Company, Finance and the Indenture Trustee"), Finance will sell, transfer and convey to the Trust, without recourse, all of its right, title and interest in the Business Loans. Pursuant to the Indenture, as security for the indebtedness represented by the Secured Notes, the Issuer Trust will pledge and grant to the Indenture Trustee a security interest in the Collateral Obligations. The Collateral Obligations will be managed by GC Advisors LLC (Business Loans and its rights under the "Collateral Manager") pursuant to a collateral management agreement (the "Collateral Management Agreement") to be dated as of the Closing Date between the Issuer Loan Sale Agreement and the Collateral Manager. The Issuer will also retain Deutsche Bank Trust Company Americas (in such capacity, the "Collateral Administrator") to perform certain administrative duties with respect to the Collateral Obligations pursuant to a collateral administration agreement (the "Collateral Administration Sale and Servicing Agreement") to be dated as of the Closing Date and entered into among the Issuer, the Collateral Manager and the Collateral Administrator. This Agreement, the Indenture, the Credit Trust Agreement, the Collateral Management Loan Sale Agreement, the Securities Account Control Agreement, the Subordinated Note Purchase Sale and Servicing Agreement and the Collateral Administration Agreement Indenture are referred to collectively herein as the "Transaction Documents." * The Class C Notes will have an initial principal amount of zero on the Closing Date and remain be unfunded until the occurrence of the Funding Date. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Initial Preliminary Memorandum or the Second Preliminary MemorandumSale and Servicing Agreement. The Offered Notes are to be offered without being registered under and sold by means of a Confidential Private Placement Memorandum (including any exhibits and, to the extent prepared after the date hereof, any amendments or supplements thereto, the "Memorandum") prepared by the Company in a transaction exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), including transactions made pursuant to "qualified purchasers" ("Qualified Purchasers") for purposes of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act") or entities owned exclusively by Qualified Purchasers that are either (i) non-United States persons outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) persons that are (x) "qualified institutional buyers" in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("QIBsRule 144A") or (y) solely and in the case of Offered Notes issued as Certificated Secured Notes, offshore transactions pursuant to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) Regulation S under the Securities Act) ("Institutional Accredited Investors"). In connection with the sale of the Purchased Notes, the Issuer has prepared an initial preliminary offering circular dated July 22, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Initial Preliminary Memorandum") and a second preliminary offering circular dated August 6, 2020 (including all annexes and exhibits thereto and all information incorporated therein by reference, the "Second Preliminary Memorandum") and a final offering circular to be dated on or about August 24, 2020 will be prepared and delivered prior to the Closing Date (including all annexes, exhibits, amendments or supplements thereto and all information incorporated therein by reference, the "Final Memorandum", and each of the Initial Preliminary Memorandum, the Second Preliminary Memorandum and the Final Memorandum, a "Memorandum") including a description of the terms of the Purchased Notes, the terms of the offering, and the Issuer. It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements, underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the Initial Purchaser’s 's right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. Subject to any Refinancing or Re-Pricing, during each During the initial Interest Accrual Period, the Class A-1 A Notes shall bear interest at a rate equal to 2.50375% per annum and the Class B Notes shall bear interest at a rate equal to 3.65375% per annum. For each Interest Accrual Period thereafter, the Class A Notes shall bear interest at a per annum rate equal to the then applicable Three-Month LIBOR plus 2.350.60% per annum, the Class A-2 Notes shall bear interest at a per annum rate equal to the then applicable LIBOR plus 2.75% per annum and the Class B Notes shall bear interest at a per annum rate equal to the then applicable Three-Month LIBOR plus 3.201.75% per annum. The Issuer Company hereby agrees with you, as the Initial Purchaser Purchaser, as follows: