Common use of SUBSTITUTION OF PURCHASER Clause in Contracts

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

Appears in 6 contracts

Samples: Master Note Purchase Agreement (BlackRock Private Credit Fund), Master Note Purchase Agreement (Trinity Capital Inc.), Master Note Purchase Agreement (AG Twin Brook Capital Income Fund)

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

Appears in 4 contracts

Samples: Note Purchase Agreement (ClearBridge Energy MLP Fund Inc.), Note Purchase Agreement (ClearBridge Energy MLP Total Return Fund Inc.), Note Purchase Agreement (ClearBridge Energy MLP Fund Inc.)

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

Appears in 4 contracts

Samples: Master Note Purchase Agreement (BlackRock Capital Investment Corp), Master Note Purchase Agreement (Silver Point Specialty Lending Fund), Master Note Purchase Agreement (Crescent Capital BDC, Inc.)

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 MRP Shares that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes MRP Shares then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes 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 MRP Shares or make any other transfer of the MRP Shares to any other transferee without the prior written consent of the Company which will not be unreasonably withheld or delayed if the source of funds to be used by a proposed Affiliate or transferee to purchase 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 Company in writing, the prior written consent of the Company to such substitution or transfer shall not be required.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.), Securities Purchase Agreement, Securities 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 Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. 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 Company, 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 Company in writing, the prior written consent of the Company to such substitution or transfer shall not be required.

Appears in 3 contracts

Samples: Note Purchase Agreement (Kayne Anderson MLP Investment CO), Agency Agreement (Kayne Anderson MLP Investment CO), Note Purchase Agreement (Kayne Anderson MLP Investment CO)

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

Appears in 3 contracts

Samples: Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Diebold Inc)

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 MRP Shares that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes MRP Shares then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes 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 MRP Shares or make any other transfer of the Notes to any other transferee without the prior written consent of the Company which will not be unreasonably withheld or delayed if the source of funds to be used by a proposed Affiliate or transferee to purchase 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 Company in writing, the prior written consent of the Company to such substitution or transfer shall not be required. Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement

Appears in 2 contracts

Samples: Securities Purchase Agreement (Kayne Anderson MLP Investment CO), Agency Agreement (Kayne Anderson MLP Investment CO)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (Family Dollar Stores Inc), Note Purchase Agreement (Family Dollar Stores Inc)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (REV Renewables, Inc.), Note Purchase Agreement (REV Renewables, Inc.)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (Tetra Technologies Inc), Note Purchase Agreement (Tetra Technologies Inc)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (Essential Utilities, Inc.), Note Purchase Agreement (Mettler Toledo International Inc/)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (Mohegan Tribal Gaming Authority), Facility Agreement (Mohegan Tribal Gaming Authority)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (Hecla Mining Co/De/), Note Purchase Agreement (Hecla Mining Co/De/)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (MN8 Energy, Inc.), Note Purchase Agreement (New PubCo Renewable Power Inc.)

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 Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. 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 Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement any other transferee without the prior written consent of the Company, 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 Company in writing, the prior written consent of the Company to such substitution or transfer shall not be required.

Appears in 2 contracts

Samples: Note Purchase Agreement (Kayne Anderson MLP Investment CO), Note Purchase Agreement (Kayne Anderson MLP Investment CO)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (SelectQuote, Inc.), Note Purchase Agreement (Hercules Capital, Inc.)

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

Appears in 2 contracts

Samples: Assumption and Exchange Agreement (Waste Connections, Inc.), Assumption and Exchange Agreement (Waste Connections US, Inc.)

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

Appears in 1 contract

Samples: Master Note Purchase Agreement (New Mountain Guardian III BDC, L.L.C.)

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 Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. Note Purchase Agreement to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. 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 Company, 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 Company in writing, the prior written consent of the Company to such substitution or transfer shall not be required.

Appears in 1 contract

Samples: Note Purchase Agreement (Kayne Anderson Energy Total Return Fund, Inc.)

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

Appears in 1 contract

Samples: Master Note Purchase Agreement (Owl Rock Capital Corp III)

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

Appears in 1 contract

Samples: Note Purchase Agreement (Mettler Toledo International Inc/)

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 CompanyFund, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company Fund of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. 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; 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

Appears in 1 contract

Samples: Note Purchase Agreement (ClearBridge Energy MLP Fund Inc.)

SUBSTITUTION OF PURCHASER. (a) 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 Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement22), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 2122), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. (b) If a Purchaser substitutes another Person as the purchaser of the Notes in accordance with clause (a) above, and as a result of circumstances existing at the date of the substitution, any Note Party would be required to make a payment to the Substitute Purchaser under Section 13 or Section 16.2, then the Substitute Purchaser shall be entitled to receive payment under those Sections only to the extent as the original Purchaser would have been if the substitution had not occurred. Atlantica Yield plc Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Atlantica Yield PLC)

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

Appears in 1 contract

Samples: Master Note Purchase Agreement (Blackstone Private Credit Fund)

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

Appears in 1 contract

Samples: Note Purchase Agreement (Blue Owl Technology Income Corp.)

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 MRP Shares that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes MRP Shares then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes 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 MRP Shares or make any other transfer of the MRP Shares to any other transferee without the prior written consent of the Company which will not be unreasonably withheld or delayed if the source of funds to be used by a proposed Affiliate or transferee to purchase 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 Company in writing, the prior written consent of the Company to such substitution or transfer shall not be required.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tortoise MLP Fund, Inc.)

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement22), shall be deemed to refer to such Substitute Purchaser in 4850-4933-9817 v1 lieu of such original Purchaser. Notwithstanding the foregoing, no such substitution shall release such original Purchaser or Additional Purchaser, as from its obligations hereunder until the case may beCompany’s receipt in full of the purchase price for the Notes. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 2122), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

Appears in 1 contract

Samples: Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/)

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 Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Kxxxx Xxxxxxxx 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 Company, 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 Company in writing, the prior written consent of the Company to such substitution or transfer shall not be required.

Appears in 1 contract

Samples: Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)

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

Appears in 1 contract

Samples: Note Purchase Facility Agreement (Tele Norte Leste Participacoes Sa)

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

Appears in 1 contract

Samples: Master Note Purchase Agreement (Hercules Capital, Inc.)

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

Appears in 1 contract

Samples: Note Purchase Agreement (ClearBridge Energy MLP Fund Inc.)

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

Appears in 1 contract

Samples: Master Note Purchase Agreement (Tortoise Pipeline & Energy Fund, Inc.)

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 CompanyFund, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company Fund of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. 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; 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.

Appears in 1 contract

Samples: Note Purchase Agreement (ClearBridge Energy MLP Opportunity Fund Inc.)

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

Appears in 1 contract

Samples: Master Note Purchase Agreement (North Haven Private Income Fund LLC)

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

Appears in 1 contract

Samples: Note Purchase Agreement (Marcus Corp)

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 Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. 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 Company, 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 Company in writing, the prior written consent of the Company to such substitution or transfer shall not be required. Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)

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

Appears in 1 contract

Samples: Note Purchase Agreement (Mge Energy Inc)

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

Appears in 1 contract

Samples: Master Note Purchase Agreement (Bain Capital Specialty Finance, Inc.)

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

Appears in 1 contract

Samples: Master Note Purchase Agreement (HPS Corporate Lending Fund)

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

Appears in 1 contract

Samples: Master Note Purchase Agreement (Golub Capital Private Credit Fund)

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

Appears in 1 contract

Samples: Note Purchase Agreement (Hni Corp)

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations 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 21) or any Additional Purchaser in any Supplement22), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 2122), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Section 1. SCOPE OF LIABILITY -55- US-DOCS\7728438.31 Notwithstanding anything to the contrary in this Agreement or the other Note Documents, no Purchaser, holder of any Note, Placement Agent or other Person (collectively, the “Claiming Parties”) shall have any recourse against the 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 Collateral, and the Claiming Parties shall look solely to the Issuer Parties (but not to any Non-Recourse Party or 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 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 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 remedy under or with respect to this Agreement, the Security Documents or any other Note Document, or otherwise, or for injunction or specific performance; or (c) 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 (but subject to any limitation of liability in such Project Contract), in each case, relating solely to the liability of such Person as may arise under such referenced agreement; and (d) in any way limit or restrict any right or remedy of the 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 Purchaser or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any Note Document.

Appears in 1 contract

Samples: Note Purchase and Guaranty Agreement (American Midstream Partners, LP)

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

Appears in 1 contract

Samples: Securities Purchase Agreement (Prospect Global Resources Inc.)

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

Appears in 1 contract

Samples: Master Note Purchase Agreement (Safehold Inc.)

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

Appears in 1 contract

Samples: Master Note Purchase Agreement (North Haven Private Income Fund LLC)

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

Appears in 1 contract

Samples: Securities Purchase Agreement (Prospect Global Resources Inc.)

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 Company, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute PurchaserAffiliate, shall contain such Substitute PurchaserAffiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser Affiliate in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser Affiliate is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser Affiliate thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute PurchaserAffiliate, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute PurchaserAffiliate, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. Xxxxx Xxxxxxxx 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 Company, 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 Company in writing, the prior written consent of the Company to such substitution or transfer shall not be required.

Appears in 1 contract

Samples: Note Purchase Agreement (Kayne Anderson Energy Total Return Fund, Inc.)

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

Appears in 1 contract

Samples: Note Purchase Facility Agreement (Tele Norte Leste Participacoes Sa)

SUBSTITUTION OF PURCHASER. Each Purchaser or Additional Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or Additional Purchaser or any one of such other Purchaser’s or Additional Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the CompanyIssuer, which notice shall be signed by both such Purchaser or Additional Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6, provided that any substitution hereunder is subject to the requirements under Section 13 (and shall not become effective unless the requirements of Section 13 have been complied with). Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) or any Additional Purchaser in any Supplement), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser or Additional Purchaser, as the case may be. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder or any Additional Purchaser in any Supplement and such Substitute Purchaser thereafter transfers to such original Purchaser or Additional Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company Issuer of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser or Additional Purchaser, as the case may be, and such original Purchaser or Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (California Resources Corp)

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