Common use of Investment Experience; Access to Information Clause in Contracts

Investment Experience; Access to Information. The Buyer (a) either alone or together with its representatives, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (b) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (c) understands the terms of and risks associated with the acquisition of the Securities, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Company operates, (d) has had the opportunity to review such disclosure regarding the Company, its business, its financial condition and its prospects as the Buyer has determined to be necessary in connection with the purchase of the Securities, including, without limitation, the Company’s Annual Report on Form 10-K (or substantially equivalent form) for its most recently completed fiscal year, the Company’s Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amended, and (e) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business, its financial condition and its prospects as the Buyer has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries.

Investment Experience; Access to Information. The Buyer Each Purchaser severally represents that it (a) is an institutional “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (b) either alone or together with its representatives, representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (bc) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (cd) understands the terms of and risks associated with the acquisition purchase of the SecuritiesNotes, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Company operates, (de) has had the opportunity to review (i) the Disclosure Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2022, (iii) the Quarterly Reports on Form 10-Q for the Company for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023 and (iv) such other disclosure regarding the Company, its business, business and its financial condition and its prospects as the Buyer such Purchaser has determined to be necessary in connection with the purchase of the Securities, including, without limitation, the Company’s Annual Report on Form 10-K (or substantially equivalent form) for its most recently completed fiscal year, the Company’s Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amendedNotes, and (ef) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business, its financial condition management and its prospects financial affairs and condition, in each case, as the Buyer such Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries.

Investment Experience; Access to Information. The Buyer Each Purchaser severally represents that it (a) is an institutional “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, an “Institutional Account” as defined in FINRA Rule 4512(c), (b) either alone or together with its representatives, representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (bc) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (cd) understands the terms of and risks associated with the acquisition purchase of the SecuritiesNotes, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Company operates, (de) has had the opportunity to review (i) the Disclosure Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2021, (iii) the Quarterly Report on Form 10-Q for the Company for the quarter ended December 31, 2021 and (iv) such other disclosure regarding the Company, its business, business and its financial condition and its prospects as the Buyer such Purchaser has determined to be necessary in connection with the purchase of the Securities, including, without limitation, the Company’s Annual Report on Form 10-K (or substantially equivalent form) for its most recently completed fiscal year, the Company’s Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amendedNotes, and (ef) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business, its financial condition management and its prospects financial affairs and condition, in each case, as the Buyer such Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries.

Investment Experience; Access to Information. The Buyer Each Purchaser (a) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and an “Institutional Account” as defined in FINRA Rule 4512(c), (b) either alone or together with its representatives, representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (bc) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (cd) understands the terms of and risks associated with the acquisition purchase of the SecuritiesNotes, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Company operates, (de) has had the opportunity to review (i) the Disclosure Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2019 and (iii) such other disclosure regarding the Company, its business, its financial condition management and its prospects financial affairs and condition as the Buyer such Purchaser has determined to be necessary in connection with the purchase of the Securities, including, without limitation, the Company’s Annual Report on Form 10-K (or substantially equivalent form) for its most recently completed fiscal year, the Company’s Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amendedNotes, and (ef) has had an opportunity to ask such questions and make such inquiries concerning the conditions of the offering of the Notes, the Company, its business, the management and its financial condition affairs and its prospects as condition, and has had an opportunity to review the Buyer Company’s facilities, in each case Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries.

Investment Experience; Access to Information. The Buyer Each Purchaser severally represents that it (a) is an institutional “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and an “Institutional Account” as defined in FINRA Rule 4512(c), (b) either alone or together with its representatives, representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (bc) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (cd) understands the terms of and North Haven Private Income Fund LLC Note Purchase Agreement risks associated with the acquisition purchase of the SecuritiesNotes, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Company operates, (de) has had the opportunity to review (i) the Disclosure Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2022, and (iii) such other disclosure regarding the Company, its business, business and its financial condition and its prospects as the Buyer such Purchaser has determined to be necessary in connection with the purchase of the Securities, including, without limitation, the Company’s Annual Report on Form 10-K (or substantially equivalent form) for its most recently completed fiscal year, the Company’s Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amendedNotes, and (ef) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business, its financial condition management and its prospects financial affairs and condition, in each case, as the Buyer such Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries.

Investment Experience; Access to Information. The Buyer Each Purchaser severally represents that it (a) is (i) an institutional “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (ii) an “Institutional Account” as defined in FINRA Rule 4512(c) and (iii) a Qualified Institutional Buyer, (b) either alone or together with its representatives, representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (bc) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (cd) understands the terms of and risks associated with the acquisition purchase of the SecuritiesNotes, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Company operates, (de) has had the opportunity to review (i) the Disclosure Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended September 30, 2023 (iii) the Quarterly Report on Form 10-Q for the Company for the quarter ended December 31, 2023 and (iv) such other disclosure regarding the Company, its business, business and its financial condition and its prospects as the Buyer such Purchaser has determined to be necessary in connection with the purchase of the Securities, including, without limitation, the Company’s Annual Report on Form 10-K (or substantially equivalent form) for its most recently completed fiscal year, the Company’s Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amendedNotes, and (ef) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business, its financial condition management and its prospects financial affairs and condition, in each case, as the Buyer such Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries.

Investment Experience; Access to Information. The Buyer Each Purchaser severally represents that it (a) is an institutional “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, an “Institutional Account” as defined in FINRA Rule 4512(c) and a Qualified Institutional Buyer, (b) either alone or together with its representatives, representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (bc) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (cd) understands the terms of and risks associated with the acquisition purchase of the SecuritiesNotes, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry X. XXXX XXXXX OHA SELECT PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT in which the Company operates, (de) has had the opportunity to review (i) the Disclosure Documents, (ii) the Quarterly Reports on Form 10-Q for the Company for the quarters ended June 30, 2023 and September 30, 2023 and (iii) such other disclosure regarding the Company, its business, business and its financial condition and its prospects as the Buyer such Purchaser has determined to be necessary in connection with the purchase of the Securities, including, without limitation, the Company’s Annual Report on Form 10-K (or substantially equivalent form) for its most recently completed fiscal year, the Company’s Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amendedNotes, and (ef) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business, its financial condition management and its prospects financial affairs and condition, in each case, as the Buyer such Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries.

Investment Experience; Access to Information. The Buyer Each Purchaser severally represents that it (a) is an institutional “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and an “Institutional Account” as defined in FINRA Rule 4512(c), (b) either alone or together with its representatives, representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (bc) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (cd) understands the terms of and risks associated with the acquisition purchase of the SecuritiesNotes, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Company operates, (de) has had the opportunity to review (i) the Disclosure Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2022 and the Quarterly Report on Form 10-Q for the Company for the quarter ended March 31, 2023, and (iii) such other disclosure regarding the Company, its business, business and its financial condition and its prospects as the Buyer such Purchaser has determined to be necessary in connection with the purchase of the Securities, including, without limitation, the Company’s Annual Report on Form 10-K (or substantially equivalent form) for its most recently completed fiscal year, the Company’s Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amendedNotes, and (ef) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business, its financial condition management and its prospects financial affairs and condition, in each case, as the Buyer such Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries.

Investment Experience; Access to Information. The Buyer Each Purchaser severally represents that it (a) is an institutional “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (b) either alone or together with its representatives, representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (bc) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (cd) understands the terms of and risks associated with the acquisition purchase of the SecuritiesNotes, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Company operates, (de) has had the opportunity to review (i) the Disclosure Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2023, (iii) the Quarterly Reports on Form 10-Q for the Company for the quarters ended March 31, 2024 and June 30, 2024 and (iv) such other disclosure regarding the Company, its business, business and its financial condition and its prospects as the Buyer such Purchaser has determined to be necessary in connection with the purchase of the Securities, including, without limitation, the Company’s Annual Report on Form 10-K (or substantially equivalent form) for its most recently completed fiscal year, the Company’s Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amendedNotes, and (ef) has had an opportunity to ask such questions and make such inquiries concerning Trinity Capital Inc. Master Note Purchase Agreement the Company, its business, its financial condition management and its prospects financial affairs and condition, in each case, as the Buyer such Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries.

Investment Experience; Access to Information. The Buyer Each Purchaser (a) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and an “Institutional Account” as defined in FINRA Rule 4512(c), (b) either alone or together with its representatives, representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (bc) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (cd) understands the terms of and risks associated with the acquisition purchase of the SecuritiesNotes, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Company operates, (de) has had the opportunity to review (i) the Disclosure Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2018, (iii) the Quarterly Report on Form 10-Q for the Company for the quarter ended March 31, 2019 and (iv) such other disclosure regarding the Company, its business, business and its financial condition and its prospects as the Buyer such Purchaser has determined to be necessary in connection with the purchase of the Securities, including, without limitation, the Company’s Annual Report on Form 10-K (or substantially equivalent form) for its most recently completed fiscal year, the Company’s Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amendedNotes, and (ef) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business, business and its financial condition and its prospects as the Buyer such Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries.

Investment Experience; Access to Information. The Buyer Each Purchaser severally represents that it (a) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and an “Institutional Account” as defined in FINRA Rule 4512(c), (b) either alone or together with its representatives, representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (bc) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (cd) understands the terms of and risks associated with the acquisition purchase of the SecuritiesNotes, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Company operates, (de) has had the opportunity to review (i) the Disclosure Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2018, (iii) the Quarterly Report on Form 10-Q for the Company for the quarter ended September 30, 2019 and (iv) such other disclosure regarding the Company, its business, business and its financial condition and its prospects as the Buyer such Purchaser has determined to be necessary in connection with the purchase of the Securities, including, without limitation, the Company’s Annual Report on Form 10-K (or substantially equivalent form) for its most recently completed fiscal year, the Company’s Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amendedNotes, and (ef) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business, business and its financial condition and its prospects as the Buyer such Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries.. Hercules Capital, Inc. Note Purchase Agreement

Investment Experience; Access to Information. The Buyer Each Purchaser (for itself and for each account for which such Purchaser is acquiring the Notes) (a) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and an “Institutional Account” as defined in FINRA Rule 4512(c) and a Qualified Institutional Buyer, (b) either alone or together with its representatives, representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (bc) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (cd) understands the terms of and risks associated with the acquisition purchase of the SecuritiesNotes, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Company operates, (de) has had the opportunity to review (i) the Disclosure Documents, (ii) the financial statements set forth on Schedule 5.5, (iii) the Form 10, and (iv) such other disclosure regarding the Company, its business, its financial condition management and its prospects financial affairs and condition as the Buyer such Purchaser has determined to be necessary in connection with the purchase of the Securities, including, without limitation, the Company’s Annual Report on Form 10-K (or substantially equivalent form) for its most recently completed fiscal year, the Company’s Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amendedNotes, and (ef) has had an opportunity to ask such questions and make such inquiries concerning the conditions of the offering of the Notes, the Company, its business, the management and its financial condition affairs and its prospects as condition, and has had an opportunity to review the Buyer Company’s facilities, in each case Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries.

Investment Experience; Access to Information. The Buyer Each Purchaser severally represents that it (a) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and an “Institutional Account” as defined in FINRA Rule 4512(c), (b) either alone or together with its representatives, representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (bc) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (cd) understands the terms of and risks associated with the acquisition purchase of the SecuritiesNotes, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Company operates, (de) has had the opportunity to review (i) the Disclosure Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2023, (iii) the Quarterly Reports on Form 10-Q for the Company for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 and (iv) such other disclosure regarding the Company, its business, business and its financial condition and its prospects as the Buyer such Purchaser has determined to be necessary in connection with the purchase of the Securities, including, without limitation, the Company’s Annual Report on Form 10-K (or substantially equivalent form) for its most recently completed fiscal year, the Company’s Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amendedNotes, and (ef) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business, its financial condition management and its prospects financial affairs and condition, in each case, as the Buyer such Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries.

Investment Experience; Access to Information. The Buyer Each Purchaser severally represents that it (a) is an institutional “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, an “Institutional Account” as defined in FINRA Rule 4512(c), (b) either alone or together with its representatives, representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (bc) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (cd) understands the terms of and risks associated with the acquisition purchase of the SecuritiesNotes, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Company operates, (de) has had the opportunity to review (i) the Disclosure Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2021, (iii) the Quarterly Report on Form 10-Q for the Company for the quarters ended March 31, 2022 and June 30, 2022 and (iv) such other disclosure regarding the Company, its business, business and its financial condition and its prospects as the Buyer such Purchaser has determined to be necessary in connection with the purchase of the Securities, including, without limitation, the Company’s Annual Report on Form 10-K (or substantially equivalent form) for its most recently completed fiscal year, the Company’s Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amendedNotes, and (ef) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business, its financial condition management and its prospects financial affairs and condition, in each case, as the Buyer such Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries.