SECOND AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • March 2nd, 2022 • Owl Rock Core Income Corp. • New York
Contract Type FiledMarch 2nd, 2022 Company JurisdictionSENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of April 14, 2021 (this “Agreement”), among OWL ROCK CORE INCOME CORP., a Maryland corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.
AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 11, 2022, between OWL ROCK CORE INCOME CORP. The LENDERS and ISSUING BANKS Party Hereto and SUMITOMO MITSUI BANKING CORPORATION as Administrative Agent SUMITOMO MITSUI...Senior Secured Revolving Credit Agreement • August 12th, 2022 • Owl Rock Core Income Corp. • New York
Contract Type FiledAugust 12th, 2022 Company JurisdictionAMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 11, 2022 (this “Agreement”), among OWL ROCK CORE INCOME CORP., a Maryland corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.
Custodian AgreementCustodian Agreement • October 16th, 2020 • Owl Rock Core Income Corp. • Massachusetts
Contract Type FiledOctober 16th, 2020 Company JurisdictionThis Agreement, dated as of October 14, 2020, is between Owl Rock Core Income Corp., a corporation organized and existing under the laws of the State of Maryland (the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
REGISTRATION RIGHTS AGREEMENT by and among Blue Owl Credit Income Corp., Goldman Sachs & Co. LLC, MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and Truist Securities, Inc. Dated as of February 1, 2024Registration Rights Agreement • February 1st, 2024 • Blue Owl Credit Income Corp. • New York
Contract Type FiledFebruary 1st, 2024 Company JurisdictionThis Agreement is made pursuant to the Purchase Agreement, dated as of January 29, 2024 (the “Purchase Agreement”), by and among the Company, Blue Owl Credit Advisors LLC (f/k/a Owl Rock Capital Advisors LLC), a Delaware limited liability company, and the Representatives of the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Registrable Notes, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers as set forth in Section 7(k) of the Purchase Agreement. The parties hereby agree as follows:
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 6th, 2024 • Blue Owl Credit Income Corp. • New York
Contract Type FiledMarch 6th, 2024 Company JurisdictionTHIS CREDIT AGREEMENT dated as of August 29, 2023, is entered into by and among CORE INCOME FUNDING VI LLC, a Delaware limited liability company, as Borrower, the Lenders party hereto from time to time, THE BANK OF NOVA SCOTIA, as Administrative Agent, STATE STREET BANK AND TRUST COMPANY, as Collateral Agent, Collateral Administrator and Custodian, and ALTER DOMUS (US) LLC, as Document Custodian.
INDENTURE AND SECURITY AGREEMENT by and between OWL ROCK CLO XV, LLC, as Issuer and STATE STREET BANK AND TRUST COMPANY, as Trustee Dated as of January 30, 2024Indenture and Security Agreement • February 1st, 2024 • Blue Owl Credit Income Corp. • New York
Contract Type FiledFebruary 1st, 2024 Company JurisdictionThis INDENTURE AND SECURITY AGREEMENT, dated as of January 30, 2024, by and between OWL ROCK CLO XV, LLC, a limited liability company organized under the laws of the State of Delaware (together with its permitted successors and assigns, the “Issuer”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).
COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • March 11th, 2024 • Blue Owl Credit Income Corp. • New York
Contract Type FiledMarch 11th, 2024 Company JurisdictionThis Agreement, dated as of March 7, 2024 (this “Agreement”), is entered into by and between Owl Rock CLO XVI, LLC, a limited liability company organized under the laws of the State of Delaware, with its registered office at the offices of Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711 (together with successors and assigns permitted hereunder, the “Issuer”), and Blue Owl Credit Advisors LLC (“Blue Owl Credit Advisors”), a Delaware limited liability company, with its principal offices located at 399 Park Avenue, 37th Floor, New York, NY 10022, as collateral manager (in such capacity, the “Collateral Manager”). Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Indenture.
INDENTURE by and between OWL ROCK CLO XVI, LLC, as Issuer and STATE STREET BANK AND TRUST COMPANY, as Trustee Dated as of March 7, 2024Indenture • March 11th, 2024 • Blue Owl Credit Income Corp. • New York
Contract Type FiledMarch 11th, 2024 Company JurisdictionThis INDENTURE, dated as of March 7, 2024, by and between OWL ROCK CLO XVI, LLC, a limited liability company organized under the laws of the State of Delaware (together with its permitted successors and assigns, the “Issuer”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).
AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEEN OWL ROCK CORE INCOME CORP. AND OWL ROCK CAPITAL ADVISORS LLCAdministration Agreement • May 20th, 2021 • Owl Rock Core Income Corp. • Delaware
Contract Type FiledMay 20th, 2021 Company JurisdictionThis Amended and Restated Agreement (“Agreement”) is made as of May 18, 2021 by and between OWL ROCK CORE INCOME CORP., a Maryland corporation (the “Company”), and OWL ROCK CAPITAL ADVISORS LLC, a Delaware limited liability company (the “Administrator”).
LICENSE AGREEMENTLicense Agreement • October 16th, 2020 • Owl Rock Core Income Corp. • New York
Contract Type FiledOctober 16th, 2020 Company JurisdictionThis LICENSE AGREEMENT (this “Agreement”) is made and effective as of September 30, 2020 (the “Effective Date”) by and between Owl Rock Capital Partners LP (the “Licensor”), a Delaware limited partnership, and Owl Rock Core Income Corp., a Maryland corporation (the “Licensee”) (each a “party,” and collectively, the “parties”).
LOAN SALE AGREEMENT between BLUE OWL CREDIT INCOME CORP. as Seller and OWL ROCK CLO XVI, LLC as Purchaser Dated as of March 7, 2024Loan Sale Agreement • March 11th, 2024 • Blue Owl Credit Income Corp. • New York
Contract Type FiledMarch 11th, 2024 Company JurisdictionThis LOAN SALE AGREEMENT, dated as of March 7, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between BLUE OWL CREDIT INCOME CORP., a Maryland Corporation, as seller (in such capacity, the “Seller”) and OWL ROCK CLO XVI, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
SALE AND CONTRIBUTION AGREEMENT between BLUE OWL CREDIT INCOME CORP. as Seller and CORE INCOME FUNDING VI LLC as Purchaser Dated as of August 29, 2023Sale and Contribution Agreement • August 31st, 2023 • Blue Owl Credit Income Corp. • New York
Contract Type FiledAugust 31st, 2023 Company JurisdictionThis SALE AND CONTRIBUTION AGREEMENT, dated as of August 29, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between BLUE OWL CREDIT INCOME CORP., a Maryland corporation, as seller (in such capacity, the “Seller”), and CORE INCOME FUNDING VI LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
LICENSE AGREEMENTLicense Agreement • July 6th, 2023 • Owl Rock Core Income Corp. • New York
Contract Type FiledJuly 6th, 2023 Company JurisdictionThis LICENSE AGREEMENT (this “Agreement”) is made and effective as of July 6, 2023 (the “Effective Date”) by and between Blue Owl Capital Holdings LLC, a Delaware limited liability company (the “Licensor”), on the one hand, and Blue Owl Credit Income Corp., a Maryland corporation (the “Licensee”), on the other hand (each a “party,” and collectively, the “parties”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTConditional Reimbursement Agreement • October 16th, 2020 • Owl Rock Core Income Corp. • Maryland
Contract Type FiledOctober 16th, 2020 Company JurisdictionThis Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 30th day of September, 2020, by and between Owl Rock Core Income Corp., a Maryland Corporation (the “Company”), and Owl Rock Capital Advisor LLC (the “Advisor”).
October 14, 2022 ORCIC JV WH II LLC, as Pledgor U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Secured Party and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary SECURITIES ACCOUNT CONTROL AGREEMENTSecurities Account Control Agreement • October 18th, 2022 • Owl Rock Core Income Corp. • New York
Contract Type FiledOctober 18th, 2022 Company JurisdictionThis SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of October 14, 2022, among ORCIC JV WH II LLC (the “Pledgor”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral custodian (the “Collateral Custodian”) on behalf of the Secured Parties to the Loan Agreement defined below (the “Secured Party”) and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).
ESCROW AGREEMENTEscrow Agreement • October 16th, 2020 • Owl Rock Core Income Corp. • New York
Contract Type FiledOctober 16th, 2020 Company JurisdictionTHIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this [•] day of [•], 2020 by and among Owl Rock Capital Securities LLC, a Delaware limited liability company (the “Dealer Manager”), Owl Rock Core Income Corp., a Maryland corporation (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
LOAN SALE AGREEMENT between OWL ROCK CORE INCOME CORP. as Seller and OWL ROCK CLO XI, LLC as Purchaser Dated as of May 24, 2023Loan Sale Agreement • May 26th, 2023 • Owl Rock Core Income Corp. • New York
Contract Type FiledMay 26th, 2023 Company JurisdictionThis LOAN SALE AGREEMENT, dated as of May 24, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between OWL ROCK CORE INCOME CORP., a Maryland Corporation, as seller (in such capacity, the “Seller”) and OWL ROCK CLO XI, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
CREDIT AGREEMENT Dated as of August 24, 2022 among ORCIC JV WH LLC, as Borrower, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent and BofA SECURITIES, INC., as Sole Lead Arranger and Sole Book ManagerCredit Agreement • August 25th, 2022 • Owl Rock Core Income Corp. • New York
Contract Type FiledAugust 25th, 2022 Company JurisdictionThis CREDIT AGREEMENT (“Agreement”) is entered into as of August 24, 2022, among ORCIC JV WH LLC, a Delaware limited liability company, (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with its successors and assigns, the “Administrative Agent”).
OWL ROCK CORE INCOME CORP. FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • October 16th, 2020 • Owl Rock Core Income Corp. • New York
Contract Type FiledOctober 16th, 2020 Company Jurisdiction
TERMINATION AGREEMENTTermination Agreement • June 23rd, 2022 • Owl Rock Core Income Corp. • Delaware
Contract Type FiledJune 23rd, 2022 Company JurisdictionTHIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 22, 2022 by and between Owl Rock Core Income Corp., a Maryland corporation (the “Borrower”), and Owl Rock Feeder FIC ORCIC Debt LLC, a Delaware limited liability company (the “Lender”). The Borrower and the Lender are sometimes referred to herein as the “Parties.”
MASTER SALE AND PARTICIPATION AGREEMENT Owl Rock Core Income Corp. and ORCIC JV WH II LLCMaster Sale and Participation Agreement • October 18th, 2022 • Owl Rock Core Income Corp. • New York
Contract Type FiledOctober 18th, 2022 Company JurisdictionAccordingly, in consideration of the mutual agreements set forth herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENTCredit Agreement • March 7th, 2024 • Blue Owl Credit Income Corp. • New York
Contract Type FiledMarch 7th, 2024 Company JurisdictionTHIS FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of November 2, 2023 (this “Amendment”), to the Existing Credit Agreement (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Article I) is among BLUE OWL CREDIT INCOME CORP. (f/k/a OWL ROCK CORE INCOME CORP.), a Maryland corporation (the “Borrower”), solely with respect to Section 6.9, the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent (the “Administrative Agent”).
ORCIC SENIOR LOAN FUND LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • November 3rd, 2022 • Owl Rock Core Income Corp. • Ohio
Contract Type FiledNovember 3rd, 2022 Company JurisdictionThis Limited Liability Company Agreement, dated as of November 2, 2022, is entered into by and between Owl Rock Core Income Corp. and State Teachers Retirement System of Ohio (collectively, the “Members”).
LOAN SALE AGREEMENT between CORE INCOME FUNDING IV LLC as Seller and OWL ROCK CLO XVIII, LLC as Purchaser Dated as of July 12, 2024Loan Sale Agreement • July 17th, 2024 • Blue Owl Credit Income Corp. • New York
Contract Type FiledJuly 17th, 2024 Company JurisdictionThis LOAN SALE AGREEMENT, dated as of July 12, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between CORE INCOME FUNDING IV LLC, a Delaware limited liability company, as seller (in such capacity, the “Seller”) and OWL ROCK CLO XVIII, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
FIRST SUPPLEMENTAL INDENTURE between OWL ROCK CORE INCOME CORP. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Dated as of September 23, 2021First Supplemental Indenture • September 24th, 2021 • Owl Rock Core Income Corp. • New York
Contract Type FiledSeptember 24th, 2021 Company JurisdictionThis FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of September 23, 2021, is between Owl Rock Core Income Corp., a Maryland corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below) unless otherwise defined herein.
SALE AND CONTRIBUTION AGREEMENT between OWL ROCK CORE INCOME CORP., as Seller and CORE INCOME FUNDING III LLC, as Purchaser Dated as of March 24, 2022Sale and Contribution Agreement • March 28th, 2022 • Owl Rock Core Income Corp. • New York
Contract Type FiledMarch 28th, 2022 Company JurisdictionThis SALE AND CONTRIBUTION AGREEMENT, dated as of March 24, 2022 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), between OWL ROCK CORE INCOME CORP., a Maryland Corporation, as seller (in such capacity, the “Seller”) and CORE INCOME FUNDING III LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
LOAN SALE AGREEMENT between CORE INCOME FUNDING I LLC as Seller and OWL ROCK CLO XVII, LLC as Purchaser Dated as of July 18, 2024Loan Sale Agreement • July 23rd, 2024 • Blue Owl Credit Income Corp. • New York
Contract Type FiledJuly 23rd, 2024 Company JurisdictionThis LOAN SALE AGREEMENT, dated as of July 18, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between CORE INCOME FUNDING I LLC, a Delaware limited liability company, as seller (in such capacity, the “Seller”) and OWL ROCK CLO XVII, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN OWL ROCK CORE INCOME CORP. AND OWL ROCK CAPITAL ADVISORS LLCInvestment Advisory Agreement • May 20th, 2021 • Owl Rock Core Income Corp. • Delaware
Contract Type FiledMay 20th, 2021 Company JurisdictionThis Amended and Restated Investment Advisory Agreement (the “Agreement”) is made as of May 18, 2021, by and between Owl Rock Core Income Corp., a Maryland corporation (the “Company”), and Owl Rock Capital Advisors LLC, a Delaware limited liability company (the “Adviser”)
CREDIT AND SECURITY AGREEMENT Dated as of May 21, 2024 among CORE INCOME FUNDING VII LLC, as Borrower, BLUE OWL CREDIT INCOME CORP., as Collateral Manager and Equityholder, THE LENDERS FROM TIME TO TIME PARTIES HERETO, CITIBANK, N.A., as...Credit and Security Agreement • May 23rd, 2024 • Blue Owl Credit Income Corp. • New York
Contract Type FiledMay 23rd, 2024 Company JurisdictionCREDIT AND SECURITY AGREEMENT, dated as of May 21, 2024, by and among CORE INCOME FUNDING VII LLC, a Delaware limited liability company, as borrower (the “Borrower”), BLUE OWL CREDIT INCOME CORP., a Maryland corporation, as Collateral Manager (in such capacity, the “Collateral Manager”) and as Equityholder (in such capacity, the “Equityholder”), the LENDERS from time to time party hereto, CITIBANK, N.A. (“Citibank”), as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Administrative Agent”) and STATE STREET BANK AND TRUST COMPANY (the “Bank”), as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), as collateral administrator (in such capacity, the “Collateral Administrator”), and as custodian (in such capacity, the “Custodian”).
SECURITY AGREEMENT By ORCIC JV WH LLC, as Pledgor and BANK OF AMERICA, N.A., as Administrative Agent on behalf of the Secured Parties Dated as of August 24, 2022Security Agreement • August 25th, 2022 • Owl Rock Core Income Corp.
Contract Type FiledAugust 25th, 2022 CompanyThis SECURITY AGREEMENT dated as of August 24, 2022 (as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by ORCIC JV WH LLC, a Delaware limited liability company (the “Borrower” or the “Pledgor”), as pledgor, assignor and debtor, in favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Administrative Agent”).
LOAN SALE AGREEMENT between BLUE OWL CREDIT INCOME CORP. as Seller and OWL ROCK CLO XII, LLC as Purchaser Dated as of July 18, 2023Loan Sale Agreement • July 19th, 2023 • Blue Owl Credit Income Corp. • New York
Contract Type FiledJuly 19th, 2023 Company JurisdictionThis LOAN SALE AGREEMENT, dated as of July 18, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between BLUE OWL CREDIT INCOME CORP., a Maryland Corporation, as seller (in such capacity, the “Seller”) and OWL ROCK CLO XII, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 21st, 2021 • Owl Rock Core Income Corp.
Contract Type FiledMay 21st, 2021 CompanyTHIS AMNEDMENT No. 1 (the “Amendment”) to the LOAN AGREEMENT (the “Agreement”) by and between Owl Rock Feeder FIC ORCIC Debt LLC, a Delaware limited liability company (“Lender”) and Owl Rock Core Income Corp., a Maryland corporation (the “Borrower”) is made, entered into and effective as of March 31, 2021 (the “Effective Date”).
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • October 18th, 2022 • Owl Rock Core Income Corp. • New York
Contract Type FiledOctober 18th, 2022 Company JurisdictionThis COLLATERAL ADMINISTRATION AGREEMENT, dated as of October 14, 2022 (this “Agreement”), is entered into by and among ORCIC JV WH II LLC, a limited liability company organized under the laws of the State of Delaware, in its capacity as borrower under the Loan Agreement referred to below (the “Borrower”) and together with the Borrower and each CLO Subsidiary from time to time party to the Loan Agreement, the “Borrower Parties”), ORCIC BC 9 LLC, a limited liability company organized under the laws of the State of Delaware, in its capacity as collateral manager under the Loan Agreement referred to below (the “Collateral Manager”), and U.S. Bank Trust Company, National Association (“U.S. Bank”), a national banking association, in its capacity as collateral administrator (in such capacity, the “Collateral Administrator”).
JOINDER AGREEMENTJoinder Agreement • July 12th, 2022 • Owl Rock Core Income Corp. • New York
Contract Type FiledJuly 12th, 2022 Company JurisdictionJOINDER AGREEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among the financial institution identified in Item 2 of Schedule I hereto, Core Income Funding II LLC, as the borrower (the “Borrower”) and Deutsche Bank AG, New York Branch, as the facility agent (the “Facility Agent”).
LOAN SALE AGREEMENT between OWL ROCK CORE INCOME CORP. as Seller and OWL ROCK CLO VIII, LLC as Purchaser Dated as of October 21, 2022Loan Sale Agreement • October 25th, 2022 • Owl Rock Core Income Corp. • New York
Contract Type FiledOctober 25th, 2022 Company JurisdictionThis LOAN SALE AGREEMENT, dated as of October 21, 2022 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between OWL ROCK CORE INCOME CORP., a Maryland corporation, as seller (in such capacity, the “Seller”) and OWL ROCK CLO VIII, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).