Common use of SUBSTITUTION OF PURCHASER Clause in Contracts

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SUBSTITUTION OF PURCHASER. Each Purchaser or and each Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunderhereunder or under a Supplement, by written notice to the Company, which notice shall be signed by both such Purchaser or such Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement or such Supplement, as the case may be, and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser or such Additional Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any such Supplement, shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or such original Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser or an Additional Purchaser hereunder or any Additional Purchaser in any under a Supplement and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” or an “Additional Purchaser” in this Agreement (other than in this Section 21)) or such Supplement, shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or such original Additional Purchaser, as the case may be, and such original Purchaser or such original Additional Purchaser shall again have all the rights of an original holder of the Notes under this AgreementAgreement or such Supplement, as the case may be.

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the CompanyBorrower, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement, the Common Terms Agreement and the other Credit Documents and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section Article 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser Article 20), in any Supplement, the Common Terms Agreement and in the other Credit Documents shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company Borrower of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21Article 20), in the Common Terms Agreement and in the other Credit Documents shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement, in the Common Terms Agreement and in the other Credit Documents.

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Initial Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Initial Purchaser or any one of such other Purchaser’s or Additional Initial Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Initial Notes that it has agreed to purchase hereunder, by written notice to the CompanyCompany and the Notes Agent, which notice (a) shall be signed by both such Purchaser or Additional Initial Purchaser and such Substitute Purchaser, (b) shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and the other Note Documents and (c) shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Initial Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement22), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Initial Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a an Initial Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Initial Purchaser all of the Initial Notes then held by such Substitute Purchaser, upon receipt by the Company and the Notes Agent of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 2122), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Initial Purchaser, as the case may be, and such original Purchaser or Additional Initial Purchaser shall again have all the rights of an original holder of the Initial Notes under this AgreementAgreement and the other Note Documents.

SUBSTITUTION OF PURCHASER. Each Purchaser or and each Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunderhereunder or under a Supplement, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement or such Supplement, as the case may be, and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser or Additional Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any such Supplement, shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or such original Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement hereunder and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” or an “Additional Purchaser” in this Agreement (other than in this Section 21)) or such Supplement, shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or such original Additional Purchaser, as the case may be, and such original Purchaser or such original Additional Purchaser shall again have all the rights of an original holder of the Notes under this AgreementAgreement or such Supplement, as the case may be.

SUBSTITUTION OF PURCHASER. Each Purchaser or and each Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the CompanyObligors, which notice shall be signed by both such Purchaser or such Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser or such Additional Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or such original Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any an Additional Purchaser in any Supplement hereunder and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company any Obligor of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” or an “Additional Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or such original Additional Purchaser, as the case may be, and such original Purchaser or such original Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.. Waste Connections, Inc. Note Purchase Agreement

SUBSTITUTION OF PURCHASER. Each Purchaser or and each Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or such Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement shall include information regarding such Affiliate, including without limitation, payment instructions and the notice address that would be required under Section 13.2 as if such Affiliate were a purchaser of the Notes under such Section, and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser or such Additional Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or such original Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any an Additional Purchaser in any Supplement hereunder and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” or an “Additional Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or such original Additional Purchaser, as the case may be, and such original Purchaser or such original Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates (or, if the Purchaser is (x) UBS AG, London Branch or another Purchaser one of its Affiliates, to substitute GIFS Capital Company LLC, or Additional Purchaser (y) GIFS Capital Company LLC, to substitute UBS AG, London Branch or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitorits Affiliates) (in each case, a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the CompanyAuthority, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 67. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement23), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company Authority of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 2123), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SUBSTITUTION OF PURCHASER. Each Purchaser or and each Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunderhereunder or under a Supplement, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement or such Supplement, as the case may be, and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser or Additional Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, such Supplement shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or such original Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement hereunder and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” or an “Additional Purchaser” in this Agreement (other than in this Section 21)) or such Supplement, shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or such original Additional Purchaser, as the case may be, and such original Purchaser or such original Additional Purchaser shall again have all the rights of an original holder of the Notes under this AgreementAgreement or such Supplement, as the case may be.

SUBSTITUTION OF PURCHASER. Each If (i) the obligation of any Purchaser to purchase or Additional maintain Notes at the Euro-Dollar Rate has been suspended pursuant to Section 8.02 or (ii) any Purchaser has demanded compensation under Section 2.11, 8.03 or 8.04, the Issuer shall have the right to seek a substitute any one of its Affiliates purchaser or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates purchasers (other than any Competitor) (each a “Substitute Purchaser”), which may be one or more of the Purchasers or one or more other purchasers reasonably satisfactory to the Administrative Agent, to purchase the Notes held by such Purchaser (the “Affected Purchaser”) as and, if the purchaser Issuer locates one or more Substitute Purchasers, the Affected Purchaser shall, upon payment (A) by the Issuer or the Guarantor to the Administrative Agent of the fee referred to in Section 10.06(c) and (B) by the Substitute Purchaser to such Affected Purchaser of the purchase price agreed between such Affected Purchaser and the Substitute Purchaser or Purchasers (or, failing such agreement, a purchase price in the amount of the outstanding principal amount of the Notes that it has agreed held by such Affected Purchaser and accrued interest thereon to purchase the date of payment) plus any amount (other than principal and interest) then due to such Affected Purchaser or accrued for such Affected Purchaser’s account hereunder, by written notice assign all its rights and obligations under this Agreement and the Notes (including its Commitment (if any)) to the CompanySubstitute Purchaser or Purchasers, which notice and the Substitute Purchaser or Purchasers shall assume such rights and obligations, whereupon (x) the Commitment of each Substitute Purchaser that is already a Purchaser shall be signed increased by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute the portion of the Affected Purchaser’s agreement Commitment so assigned to be bound and assumed by it and (y) each Substitute Purchaser that is not already a Purchaser shall become a Purchaser party to this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have acquire all the rights and obligations of an original holder a Purchaser with a Commitment equal to the portion of the Notes under this AgreementAffected Purchaser’s Commitment so assigned to and assumed by it.

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute North Haven Private Income Fund LLC Note Purchase Agreement Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SUBSTITUTION OF PURCHASER. Each Purchaser or and each Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the CompanyIssuer, which notice shall be signed by both such Purchaser or such Additional Purchaser and such Substitute PurchaserAffiliate, shall contain contain, in a form reasonably acceptable to the Issuer, such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement expressly including Section 20 hereof and shall contain contain, in a form reasonably acceptable to the Issuer, a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser or such Additional Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or such original Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any an Additional Purchaser in any Supplement hereunder and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company Issuer of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” or an “Additional Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or such original Additional Purchaser, as the case may be, and such original Purchaser or such original Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. SECTION 22.

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Subject to Section 14.2, each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s 's Affiliates which is engaged in making commercial loans or Additional Purchaser’s Affiliates (other than any Competitor) similar extensions of credit in the ordinary course of business (a “"Substitute Purchaser”") as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, the Registrar and the Paying Agent, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s 's agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6, together with applicable tax forms and administrative details for such Substitute Purchaser. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement22), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company Company, the Registrar and the Paying Agent of notice of such transfer, any reference to such Substitute Purchaser as a “"Purchaser” " in this Agreement (other than in this Section 2122), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SUBSTITUTION OF PURCHASER. Each Purchaser or and Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s Purchaser or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.. Safehold Operating Partnership LP Note Purchase Agreement

SUBSTITUTION OF PURCHASER. Each If (i) the obligation of any Purchaser to purchase or Additional maintain Notes at the Euro-Dollar Rate has been suspended pursuant to Section 8.02 or (ii) any Purchaser has demanded compensation under Section 2.11, 8.03 or 8.04, the Issuer shall have the right to seek a substitute any purchaser or purchasers (each a "SUBSTITUTE PURCHASER"), which may be one or more of its Affiliates the Purchasers or another one or more other purchasers reasonably satisfactory to the Administrative Agent, to purchase the Notes held by such Purchaser (the "AFFECTED PURCHASER") and, if the Issuer locates one or more Substitute Purchasers, the Affected Purchaser shall, upon payment (A) by the Issuer or the Guarantor to the Administrative Agent of the fee referred to in Section 10.06(c) and (B) by the Substitute 51 Purchaser to such Affected Purchaser of the purchase price agreed between such Affected Purchaser and the Substitute Purchaser or Additional Purchasers (or, failing such agreement, a purchase price in the amount of the outstanding principal amount of the Notes held by such Affected Purchaser or and accrued interest thereon to the date of payment) plus any one of such other Purchaser’s or Additional Purchaser’s Affiliates amount (other than any Competitorprincipal and interest) then due to such Affected Purchaser or accrued for such Affected Purchaser's account hereunder, assign all its rights and obligations under this Agreement and the Notes (including its Commitment (if any)) to the Substitute Purchaser or Purchasers, and the Substitute Purchaser or Purchasers shall assume such rights and obligations, whereupon (x) the Commitment of each Substitute Purchaser that is already a “Substitute Purchaser”) as Purchaser shall be increased by the purchaser portion of the Notes Affected Purchaser's Commitment so assigned to and assumed by it and (y) each Substitute Purchaser that it has agreed is not already a Purchaser shall become a Purchaser party to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have acquire all the rights and obligations of an original holder a Purchaser with a Commitment equal to the portion of the Notes under this AgreementAffected Purchaser's Commitment so assigned to and assumed by it.

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.. OWL ROCK CAPITAL CORPORATION III NOTE PURCHASE AGREEMENT

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates affiliates, managed accounts, Related Funds or another Purchaser or Additional Purchaser or any one of such other Purchaser’s affiliates, managed accounts or Additional Purchaser’s Affiliates (other than any Competitor) Related Funds (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunderhereunder or as the holder of a Note that it has already purchased, by written notice to the CompanyIssuer, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 66 hereof. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement14), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company Issuer of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 2114), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any entity that has elected to be regulated as a “business development company” under the Investment Company Act or any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SUBSTITUTION OF PURCHASER. Each Purchaser (including any substitute Purchaser or Additional Purchaser any transferee of any portion of the purchase commitments pursuant to this Article XXV) shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) Person as the purchaser of the Notes Notes, other Securities and/or Royalties that it has agreed to purchase hereunder, or transfer or assign a portion of such Purchaser’s commitment for the purchase of Notes, other Securities and/or Royalties to such Person, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserPerson, shall contain such Substitute PurchaserPerson’s agreement to be bound by this Agreement and shall Agreement, contain a confirmation by such Substitute Purchaser Person of the accuracy with respect to it of the representations set forth in Section 6Article VIII, and be accompanied by a properly completed and duly executed Internal Revenue Service Form W-9 (or, if such Person is a Foreign Assignee, a properly completed and duly executed Internal Revenue Service Form W-8, completed in such a manner as to benefit, to the fullest extent permitted by applicable U.S. federal income tax law, from any available reduction of such Foreign Assignee’s liability for U.S. federal income Taxes with respect to amounts to which such Foreign Assignee is entitled pursuant to the Securities or pursuant to the Royalty Agreement). Upon receipt of such notice, if the original Purchaser has elected to substitute such Person or has allocated 100% of its commitments to one or more Persons, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any SupplementArticle XXV), shall be deemed to refer to such Substitute Purchaser Person(s) in lieu of such original Purchaser (including any corresponding references to such Person as “Notes Purchaser” or Additional “Royalties Purchaser, ,” as the case may be). In the event that such Substitute Purchaser Person is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser Person thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes Notes, other Securities and Royalties then held by such Substitute PurchaserPerson, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Person as a “Purchaser” in this Agreement (other than in this Section 21Article XXV), shall no longer be deemed to refer to such Substitute PurchaserPerson, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes Notes, other Securities and Royalties under this Agreement. In the event that a Purchaser transfers or assigns a portion (but not all) of such Purchaser’s commitment for the purchase of Notes, other Securities and/or Royalties, such transferee or assignee shall be deemed an additional “Purchaser” for all purposes under this Agreement (including any corresponding references to such Person as “Notes Purchaser” or “Royalties Purchaser,” as the case may be). Schedule A shall be updated upon the occurrence of any substitution, transfer or assignment contemplated herein.

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall Sharyland Distribution & Transmission Services, L.L.C. Note Purchase Agreement contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitoran Ineligible Institution) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.. Hercules Capital, Inc. Note Purchase Agreement

SUBSTITUTION OF PURCHASER. Each Purchaser or and each Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or such Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser or such Additional Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or such Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any an Additional Purchaser in any Supplement hereunder and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” or an “Additional Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or such original Additional Purchaser, as the case may be, and such original Purchaser or such original Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.. Xxxxxxxx Xxxxxxxx & Energy Fund, Inc. Master Note Purchase Agreement

SUBSTITUTION OF PURCHASER. Each Purchaser or You and each Additional Purchaser shall have the right to substitute any one of its your Affiliates or another Purchaser such funds, entities and accounts that are managed or Additional Purchaser advised by you or any one of such other Purchaser’s or Additional Purchaser’s your Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has you have agreed to purchase hereunderhereunder or under a Supplement, by written notice to the Company, which notice shall be signed by both you or such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement or such Supplement, as the case may be, and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to you or such Additional Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, such Supplement shall be deemed to refer to such Substitute Purchaser in lieu of you or such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement hereunder and such Substitute Purchaser thereafter transfers to you or such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, wherever the word “you” is used and any reference to such Substitute Purchaser as a “Purchaser” or an “Additional Purchaser” in this Agreement (other than in this Section 21)) or such Supplement, shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to you or such original Purchaser or Additional Purchaser, as the case may be, and you or such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this AgreementAgreement or such Supplement, as the case may be.

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.. North Haven Private Income Fund LLC Note Purchase Agreement

SUBSTITUTION OF PURCHASER. Each Purchaser or You and each Additional Purchaser shall have the right to substitute any one of its your respective Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has you or such Additional Purchaser have agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both you or such Purchaser or Additional Purchaser Purchaser, as applicable, and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, (i) wherever the word “you” is used in this Agreement (other than in this Section 21), such word shall be deemed to refer to such Affiliate in lieu of you, and (ii) any reference to such Additional Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser Affiliate thereafter transfers to you or to such original Purchaser or Additional Purchaser Purchaser, as applicable, all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, (i) wherever the word “you” is used in this Agreement (other than in this Section 21), such word shall no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original holder of the Notes under this Agreement and (ii) any reference to such Substitute Purchaser Affiliate as a an “Additional Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SUBSTITUTION OF PURCHASER. Each Purchaser (including any substitute Purchaser or Additional Purchaser any transferee of any portion of the purchase commitments pursuant to this Article XXV) shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) Person as the purchaser of the Notes Notes, other Securities and/or Royalties that it has agreed to purchase hereunder, or transfer or assign a portion of such Purchaser's commitment for the purchase of Notes, other Securities and/or Royalties to such Person, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserPerson, shall contain such Substitute Purchaser’s Person's agreement to be bound by this Agreement and shall Agreement, contain a confirmation by such Substitute Purchaser Person of the accuracy with respect to it of the representations set forth in Section 6Article VI, and be accompanied by a properly completed and duly executed Internal Revenue Service Form W-9 (or, if such Person is a Foreign Assignee, a properly completed and duly executed Internal Revenue Service Form W-8, completed in such a manner as to benefit, to the fullest extent permitted by applicable U.S. federal income tax law, from any available reduction of such Foreign Assignee's liability for U.S. federal income Taxes with respect to amounts to which such Foreign Assignee is entitled pursuant to the Securities or pursuant to the Royalty Agreement). Upon receipt of such notice, if the original Purchaser has elected to substitute such Person or has allocated 100% of its commitments to one or more Persons, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any SupplementArticle XXV), shall be deemed to refer to such Substitute Purchaser Person(s) in lieu of such original Purchaser (including any corresponding references to such Person as "Notes Purchaser" or Additional "Royalties Purchaser, ," as the case may be). In the event that such Substitute Purchaser Person is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser Person thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes Notes, other Securities and Royalties then held by such Substitute PurchaserPerson, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.such

SUBSTITUTION OF PURCHASER. Each Purchaser or You and each Additional Purchaser shall have the right to substitute any one of its your Affiliates or another Purchaser such funds, entities and accounts that are managed or Additional Purchaser advised by you or any one of such other Purchaser’s or Additional Purchaser’s your Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has you have agreed to purchase hereunderhereunder or under a Supplement, by written notice to the Company, which notice shall be signed by both you or such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement or such Supplement, as the case may be, and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to you or such Additional Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, such Supplement shall be deemed to refer to such Substitute Purchaser in lieu of you or such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement hereunder and such Substitute Purchaser thereafter transfers to you or such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, wherever the word “you” is used and any reference to such Substitute Purchaser as a “Purchaser” or an 45 “Additional Purchaser” in this Agreement (other than in this Section 21)) or such Supplement, shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to you or such original Purchaser or Additional Purchaser, as the case may be, and you or such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this AgreementAgreement or such Supplement, as the case may be.

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.. HPS CORPORATE LENDING FUND NOTE PURCHASE AGREEMENT

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitora Competitor or a distressed debt or vulture fund (unless expressly consented to by the Company in writing at its sole discretion)) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. 6 Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any a Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement, shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any an Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SUBSTITUTION OF PURCHASER. Each Purchaser or and each Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (other than any Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunderhereunder or under a Supplement, by written notice to the Company, which notice shall be signed by both such Purchaser or such Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement or such Supplement, as the case may be, and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser or such Additional Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any such Supplement, shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or such original Additional Purchaser, as the case may be. In the event that If such Substitute Purchaser Affiliate is so substituted as a Purchaser or an Additional Purchaser hereunder or any Additional Purchaser in any such Supplement and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” or an “Additional Purchaser” in this Agreement (other than in this Section 21)) or such Supplement, shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or such original Additional Purchaser, as the case may be, and such original Purchaser or such original Additional Purchaser shall again have all the rights of an original holder of the Notes under this AgreementAgreement or such Supplement, as the case may be.