Common use of SUBSTITUTION OF PURCHASER Clause in Contracts

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Fund, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. 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 FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes MRP Shares that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes MRP Shares then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes MRP Shares under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes MRP Shares or make any other transfer of the Notes MRP Shares to any other transferee without the prior written consent of the Fund, Company which will not be unreasonably withheld or delayed, delayed if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note any MRP Shares is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund Company in writing, the prior written consent of the Fund Company to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser and each Additional Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunderhereunder or under a Supplement, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or such Additional Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement or such Supplement, as the case may be, and shall contain a confirmation by such 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 such Supplement, shall be deemed to refer to such Affiliate in lieu of such original Purchaser or such original Additional Purchaser. In the event that such Affiliate is so substituted as a Purchaser or an Additional Purchaser hereunder or under a Supplement and such Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such 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 Affiliate, but shall refer to such original Purchaser or such original Additional Purchaser, 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 21.2. Notwithstanding anything to the contrary hereinAgreement or such Supplement, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be requiredcase may be.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the FundCompany, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund Company in writing, the prior written consent of the Fund Company to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes MRP Shares that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes MRP Shares then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.but Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes MRP Shares or make any other transfer of the Notes MRP Shares to any other transferee without the prior written consent of the Fund, Company which will not be unreasonably withheld or delayed, delayed if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note any MRP Shares is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund Company in writing, the prior written consent of the Fund Company to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser and each Additional Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or such Additional Purchaser and such Affiliate, shall contain such Affiliate’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 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), shall be deemed to refer to such Affiliate in lieu of such original Purchaser or such original Additional Purchaser. In the event that such Affiliate is so substituted as a Purchaser or an Additional Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such 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 Affiliate, but shall refer to such original Purchaser or such original Additional Purchaser, 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 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes MRP Shares that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes MRP Shares then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes MRP Shares under this Agreement. Any transferee, by its acceptance of any MRP Share registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 6. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes MRP Shares or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, Company which will not be unreasonably withheld or delayed, delayed if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note any MRP Shares is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund Company in writing, the prior written consent of the Fund Company to such substitution or transfer shall not be required.. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Securities Purchase Agreement

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser and each Additional Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunderhereunder or under a Supplement, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement or such Supplement, as the case may be, and shall contain a confirmation by such 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 such Supplement shall be deemed to refer to such Affiliate in lieu of such original Purchaser or such original Additional Purchaser. In the event that such Affiliate is so substituted as a Purchaser or Additional Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such 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 Affiliate, but shall refer to such original Purchaser or such original Additional Purchaser, 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 21.2. Notwithstanding anything to the contrary hereinAgreement or such Supplement, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be requiredcase may be.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates (or, if the Purchaser is (x) UBS AG, London Branch or one of its Affiliates, to substitute GIFS Capital Company LLC, or (y) GIFS Capital Company LLC, to substitute UBS AG, London Branch or any of its 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 FundAuthority, which notice shall be signed by both such Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 2123), shall be deemed to refer to such Affiliate Substitute Purchaser in lieu of such original Purchaser. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Authority of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 2123), shall no longer be deemed to refer to such AffiliateSubstitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each You and each Additional Purchaser shall have the right to substitute any one of its your Affiliates or such funds, entities and accounts that are managed or advised by you or your Affiliates (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 FundCompany, which notice shall be signed by both you or such Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement or such Supplement, as the case may be, and shall contain a confirmation by such Affiliate 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 such Supplement shall be deemed to refer to such Affiliate Substitute Purchaser in lieu of you or such original Additional Purchaser. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser or Additional Purchaser hereunder and such Affiliate Substitute Purchaser thereafter transfers to you or such original Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, wherever the word “you” is used and any reference to such Affiliate 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 AffiliateSubstitute Purchaser, but shall refer to you or such original Additional Purchaser, and you or such original Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary hereinAgreement or such Supplement, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be requiredcase may be.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement any other transferee without the prior written consent of the FundCompany, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund Company in writing, the prior written consent of the Fund Company to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates affiliates, managed accounts, Related Funds or another Purchaser or any one of such other Purchaser’s affiliates, managed accounts or 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 FundIssuer, which notice shall be signed by both such Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 2114), shall be deemed to refer to such Affiliate Substitute Purchaser in lieu of such original Purchaser. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Issuer of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 2114), shall no longer be deemed to refer to such AffiliateSubstitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Initial Purchaser shall have the right to substitute any one of its Affiliates or another Initial Purchaser or any one of such other Initial Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Initial Notes that it has agreed to purchase hereunder, by written notice to the FundCompany and the Notes Agent, which notice (a) shall be signed by both such Initial Purchaser and such AffiliateSubstitute Purchaser, (b) shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and the other Note Documents and (c) shall contain a confirmation by such Affiliate 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 2122), shall be deemed to refer to such Affiliate Substitute Purchaser in lieu of such original Initial Purchaser. In the event that such Affiliate Substitute Purchaser is so substituted as a an Initial Purchaser hereunder and such Affiliate Substitute Purchaser thereafter transfers to such original Initial Purchaser all of the Initial Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company and the Notes Agent of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 2122), shall no longer be deemed to refer to such AffiliateSubstitute Purchaser, but shall refer to such original Initial Purchaser, and such original Initial Purchaser shall again have all the rights of an original holder of the Initial Notes under this AgreementAgreement and the other Note Documents. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser and each Additional Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunderhereunder or under a Supplement, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement or such Supplement, as the case may be, and shall contain a confirmation by such 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 such Supplement, shall be deemed to refer to such Affiliate in lieu of such original Purchaser or such original Additional Purchaser. In the event that such Affiliate is so substituted as a Purchaser or Additional Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such 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 Affiliate, but shall refer to such original Purchaser or such original Additional Purchaser, 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 21.2. Notwithstanding anything to the contrary hereinAgreement or such Supplement, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be requiredcase may be.

SUBSTITUTION OF PURCHASER. Section 21.1. 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 (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a North Haven Private Income Fund LLC Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.Purchase Agreement

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Fund, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.. ClearBridge Energy MLP Opportunity Fund Inc. Note Purchase Agreement Section 21.2. Notwithstanding anything to the contrary herein, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser (including any substitute Purchaser or 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 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 FundCompany, which notice shall be signed by both such Purchaser and such AffiliatePerson, shall contain such AffiliatePerson’s agreement to be bound by this Agreement and shall Agreement, contain a confirmation by such Affiliate 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 21Article XXV), shall be deemed to refer to such Affiliate Person(s) in lieu of such original Purchaser (including any corresponding references to such Person as “Notes Purchaser” or “Royalties Purchaser,” as the case may be). In the event that such Affiliate Person is so substituted as a Purchaser hereunder and such Affiliate Person thereafter transfers to such original Purchaser all of the Notes Notes, other Securities and Royalties then held by such AffiliatePerson, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Person as a “Purchaser” in this Agreement (other than in this Section 21Article XXV), shall no longer be deemed to refer to such AffiliatePerson, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes Notes, other Securities and Royalties under this Agreement. Section 21.2. Notwithstanding anything 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 the contrary herein, no Purchaser shall substitute any Affiliate such Person as “Notes Purchaser” or “Royalties Purchaser,” as the purchaser case may be). Schedule A shall be updated upon the occurrence of the Notes any substitution, transfer or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be requiredassignment contemplated herein.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy Total Return Fund, Inc. Note Purchase Agreement to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the FundCompany, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund Company in writing, the prior written consent of the Fund Company to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser and each Additional Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or such Additional Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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), shall be deemed to refer to such Affiliate in lieu of such original Purchaser or such Additional Purchaser. In the event that such Affiliate is so substituted as a Purchaser or an Additional Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such 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 Affiliate, but shall refer to such original Purchaser or such original Additional Purchaser, 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 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Energy Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Inc. Master Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.Purchase Agreement

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser and each Additional Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunderhereunder or under a Supplement, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or such Additional Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement or such Supplement, as the case may be, and shall contain a confirmation by such 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 such Supplement, shall be deemed to refer to such Affiliate in lieu of such original Purchaser or such original Additional Purchaser. In the event that If such Affiliate is so substituted as a Purchaser or an Additional Purchaser hereunder or such Supplement and such Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such 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 Affiliate, but shall refer to such original Purchaser or such original Additional Purchaser, 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 21.2. Notwithstanding anything to the contrary hereinAgreement or such Supplement, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be requiredcase may be.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy Total Return Fund, Inc. Note Purchase Agreement Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the FundCompany, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund Company in writing, the prior written consent of the Fund Company to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. 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 (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute HPS CORPORATE CAPITAL SOLUTIONS FUND NOTE PURCHASE AGREEMENT Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. 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 (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Antares Strategic Credit Fund Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.Purchase Agreement

SUBSTITUTION OF PURCHASER. Section 21.1. 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 (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.HPS CORPORATE LENDING FUND NOTE PURCHASE AGREEMENT

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser and each Additional Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundIssuer, which notice shall be signed by both such Purchaser or such Additional Purchaser and such Affiliate, shall contain contain, in a form reasonably acceptable to the Issuer, such Affiliate’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 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), shall be deemed to refer to such Affiliate in lieu of such original Purchaser or such original Additional Purchaser. In the event that such Affiliate is so substituted as a Purchaser or an Additional Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund Issuer of notice of such transfer, any reference to such 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 Affiliate, but shall refer to such original Purchaser or such original Additional Purchaser, 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser You shall have the right to substitute any one of its your Affiliates (or any Credit Support Party) as the purchaser of the Notes that it has you have agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser you and such AffiliateAffiliate (or Credit Support Party), shall contain such Affiliate’s 's (or Credit Support Party s) agreement to be bound by this Agreement expressly including Section 12 hereof and shall contain a confirmation by such Affiliate (or Credit Support Party) 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 wherever the word "you" is used in this Agreement (other than in this Section 2113), such word shall be deemed to refer to such Affiliate (or Credit Support Party) in lieu of such original Purchaseryou. In the event that such Affiliate (or Credit Support Party) is so substituted as a Purchaser purchaser hereunder and such Affiliate (or Credit Support Party) thereafter transfers to such original Purchaser you all of the Notes then held by such AffiliateAffiliate (or Credit Support Party), upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” wherever the word "you" is used in this Agreement (other than in this Section 2113), such word shall no longer be deemed to refer to such AffiliateAffiliate (or Credit Support Party), but shall refer to such original Purchaseryou, and such original Purchaser you shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything Each Credit Support Party shall be entitled to rely on and be the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser beneficiary of the Notes or make any other transfer warranties, representations and covenants of the Notes to any other transferee without the prior written consent of the Fund, which will not Company under this Agreement and shall be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be requiredan express third party beneficiary thereof.

SUBSTITUTION OF PURCHASER. Section 21.1. 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 (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a BUSINESS.33079804.1 Fidelity Private Credit Fund Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.Purchase Agreement

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (other than a 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 FundCompany, which notice shall be signed by both such Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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), shall be BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT deemed to refer to such Affiliate Substitute Purchaser in lieu of such original Purchaser. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. 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 (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany and the Paying Agent, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfertransfer (with a copy to the Paying Agent), any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a G▇▇▇▇ Capital Private Credit Fund Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.Purchase Agreement

SUBSTITUTION OF PURCHASER. Section 21.1. (a) Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 2122), shall be deemed to refer to such Affiliate Substitute Purchaser in lieu of such original Purchaser. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 2122), shall no longer be deemed to refer to such AffiliateSubstitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, no (b) If a Purchaser shall substitute any Affiliate substitutes another Person as the purchaser of the Notes or make any other transfer in accordance with clause (a) above, and as a result of circumstances existing at the date of the Notes substitution, any Note Party would be required to any other transferee without make a payment to the prior written consent of Substitute Purchaser under Section 13 or Section 16.2, then the Fund, which will not Substitute Purchaser shall be unreasonably withheld or delayed, entitled to receive payment under those Sections only to the extent as the original Purchaser would have been if the source of funds to be used by a proposed Affiliate or transferee to purchase a substitution had not occurred. Atlantica Yield plc Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.Purchase Agreement

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes MRP Shares that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes MRP Shares then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes MRP Shares under this Agreement. Any transferee, by its acceptance of any MRP Share registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 6. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes MRP Shares or make any other transfer of the Notes MRP Shares to any other transferee without the prior written consent of the Fund, Company which will not be unreasonably withheld or delayed, delayed if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note any MRP Shares is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund Company in writing, the prior written consent of the Fund Company to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. 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 (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate 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 Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. 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 FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each You and each Additional Purchaser shall have the right to substitute any one of its your respective Affiliates as the purchaser of the Notes that it has you or such Additional Purchaser have agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both you or such Purchaser Additional Purchaser, as applicable, and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 (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) shall be deemed to refer to such Affiliate in lieu of such original Additional Purchaser. In the event that such Affiliate is so substituted as a Purchaser purchaser hereunder and such Affiliate thereafter transfers to you or to such original Purchaser Additional Purchaser, as applicable, all of the Notes then held by such Affiliate, upon receipt by the Fund 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 Affiliate as a an “Additional Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Additional Purchaser, and such original Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate Substitute Purchaser of the accuracy with respect to it of the representations representations, warranties and acknowledgments set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 2122), shall be deemed to refer to such Affiliate Substitute Purchaser in lieu of such original Purchaser. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 2122), shall no longer be deemed to refer to such AffiliateSubstitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.21. SCOPE OF LIABILITY -55- US-DOCS\7728438.31 Notwithstanding anything to the contrary hereinin this Agreement or the other Note Documents, no Purchaser Purchaser, holder of any Note, Placement Agent or other Person (collectively, the “Claiming Parties”) shall substitute have any Affiliate as recourse against the purchaser Sponsor, the Pledgor, any of their members, partners or any of their other Affiliates (except for each Issuer Party), or the members, stockholders, partners or other owners, officers, directors, managers, agents, representatives or employees of any of such parties (each, a “Non-Recourse Party”), for any liability to any Claiming Party arising in connection with any breach or default under this Agreement or any Note Document, except to the extent the same is enforced against the Issuer Parties and the Collateral and the rents, issues, profits, proceeds and products of the Notes Collateral, and the Claiming Parties shall look solely to the Issuer Parties (but not to any Non-Recourse Party or make to any distributions received by or payments allowed to any Non-Recourse Party in accordance with the terms of this Agreement or any Note Document) and the Collateral and the rents, issues, profits, proceeds and products of the Collateral in enforcing rights and obligations under and in connection with the Note Documents, provided that (a) the foregoing provisions of this Section 23 shall not constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Agreement or other Note Document or the Project Contracts, and the same shall continue until all Obligations have been fully paid, discharged, observed, or performed; (b) the foregoing provisions of this Section 23 shall not limit or restrict the right of the Claiming Parties to name (i) the Pledgor as a defendant in any action or suit for judicial foreclosure or the exercise of any other transfer remedy under the Pledge Agreement with respect to the Pledged Collateral owned by the Pledgor and pledged pursuant to the Pledge Agreement, (ii) the Operator as a defendant in any action or suit for judicial foreclosure or the exercise of any other remedy under the O&M Agreements or the consents to collateral assignment entered into in respect of the Notes to O&M Agreements, or (iii) any Issuer Party as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other transferee without remedy under or with respect to this Agreement, the prior written consent of the FundSecurity Documents or any other Note Document, which will not be unreasonably withheld or delayedotherwise, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause for injunction or specific performance; or (c) or the foregoing provisions of this Section 23 shall not limit the liability of any Person who is a party to any Project Contract with respect to such liability as may arise by reason of the terms and conditions of such Project Contract (g) but subject to any limitation of Section 6.2 hereof; providedliability in such Project Contract), howeverin each case, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure relating solely to the Fund liability of such Person as may arise under such referenced agreement; and (d) in writing, the prior written consent any way limit or restrict any right or remedy of the Fund Collateral Agent, any Purchaser or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to any fraud, willful misrepresentation, or misappropriation of Pipeline Revenues, Loss Proceeds, or any other earnings, revenues, rents, issues, profits or proceeds from or of the Collateral, that should or would have been paid as provided herein or paid or delivered to the Collateral Agent, such substitution Purchaser or transfer shall not be requiredany other Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any Note Document.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Prior to the purchase of Notes at any Closing, 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 (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunderat such Closing, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. 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 an Ineligible Institution) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary hereinHercules Capital, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Inc. Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.Purchase Agreement

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Fund, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.. ClearBridge Energy MLP Fund Inc. Note Purchase Agreement

SUBSTITUTION OF PURCHASER. Section 21.1. 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 (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a EPT 16 LLC Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.Purchase Agreement

SUBSTITUTION OF PURCHASER. Section 21.1. 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 a Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the FundCompany, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund Company in writing, the prior written consent of the Fund Company to such substitution or transfer shall not be required.. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Midstream/Energy Fund, Inc. Note Purchase Agreement

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser (including any substitute Purchaser or 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 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 FundCompany, which notice shall be signed by both such Purchaser and such AffiliatePerson, shall contain such Affiliate’s Person's agreement to be bound by this Agreement and shall Agreement, contain a confirmation by such Affiliate 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 21Article XXV), shall be deemed to refer to such Affiliate Person(s) in lieu of such original Purchaser (including any corresponding references to such Person as "Notes Purchaser" or "Royalties Purchaser," as the case may be). In the event that such Affiliate Person is so substituted as a Purchaser hereunder and such Affiliate Person thereafter transfers to such original Purchaser all of the Notes Notes, other Securities and Royalties then held by such AffiliatePerson, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.such

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.. K▇▇▇▇ ▇▇▇▇▇▇▇▇ Midstream/Energy Fund, Inc. Note Purchase Agreement Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the FundCompany, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund Company in writing, the prior written consent of the Fund Company to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. 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 a Competitor) (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or an Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser You shall have the right right, at any time or from time to time, to cause any of your Affiliates to pay the Purchase Price on the Purchase Date or to substitute (each such instance, a "SUBSTITUTION") any one of its your Affiliates as the a purchaser of some or all of the Notes that it has you have agreed to purchase hereunder, by written notice to the FundCompany, which notice shall (i) be substantially in the form set out in EXHIBIT IV, (ii) be signed by both such Purchaser you and such Affiliate, shall (iii) contain such Affiliate’s 's agreement to be bound by this Agreement and shall (iv) contain a confirmation by such Affiliate of the accuracy with respect to it of the representations representation set forth in Section 6Article VI. Upon receipt of each such notice, any reference to such Purchaser wherever the word "you" is used in this Agreement (other than in this Section 21Article XXI), such word shall be deemed to refer to each such Affiliate in lieu of you to the extent commensurate with each such original PurchaserSubstitution. In If and to the event extent that any such Affiliate is so substituted as a Purchaser purchaser hereunder and such Affiliate thereafter transfers (each such instance, a "TRANSFER") to such original Purchaser you all of the Notes then held by such Affiliate, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” wherever the word "you" is used in this Agreement (other than in this Section 21Article XXI), such word shall no longer be deemed to refer to such Affiliate, Affiliate but shall refer to such original Purchaseryou, and such original Purchaser you shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything , in each case to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if extent commensurate with each such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be requiredTransfer.

SUBSTITUTION OF PURCHASER. Section 21.1. 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 (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser 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 or Additional Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Safehold Operating Partnership LP Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.Purchase Agreement

SUBSTITUTION OF PURCHASER. Section 21.1. 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 (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the FundCompany, which notice shall be signed by both such Purchaser or Additional Purchaser and such AffiliateSubstitute Purchaser, shall contain such AffiliateSubstitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate 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 Affiliate Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Affiliate Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Affiliate Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such AffiliateSubstitute Purchaser, upon receipt by the Fund Company of notice of such transfer, any reference to such Affiliate Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such AffiliateSubstitute 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. Section 21.2. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.OWL ROCK CAPITAL CORPORATION III NOTE PURCHASE AGREEMENT

SUBSTITUTION OF PURCHASER. Section 21.1. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Fund, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such 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 in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Fund of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 21.2. Notwithstanding anything to the contrary herein, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2; no Purchaser shall substitute any Affiliate as the purchaser of the Notes or make any other transfer of the Notes to any other transferee without the prior written consent of the Fund, which will not be unreasonably withheld or delayed, if the source of funds to be used by a proposed Affiliate or transferee to purchase a Note is a source which qualifies under clause (c) or (g) of Section 6.2 hereof; provided, however, if such Affiliate or other transferee is able to make the representation set forth in Section 6.2(c) without making any disclosure to the Fund in writing, the prior written consent of the Fund to such substitution or transfer shall not be required.. ClearBridge Energy MLP Fund Inc. Note Purchase Agreement