Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.1 may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 3 contracts
Samples: Indenture and Security Agreement (Owl Rock Capital Corp), Indenture and Security Agreement (Owl Rock Capital Corp), Indenture and Security Agreement (Owl Rock Capital Corp)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.1 may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and (x) ORCC certifies in writing to the Collateral Manager and the Collateral Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, and (y) the Collateral Manager certifies in writing to the Collateral Trustee that the Collateral Manager either would not be permitted to or would not elect to enter into such Specified Amendment pursuant to the Collateral Manager Standard or any provision of this Indenture or the Collateral Management Agreement, (B) the purchase price of any Equity Securities sold to ORCC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 10 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (ve) of the definition thereof) ), in which case, such substitution or repurchase will be counted towards the Purchase and Substitution Limit or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 2 contracts
Samples: Supplemental Indenture (Owl Rock Capital Corp), Indenture and Security Agreement (Owl Rock Capital Corp)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORTF pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORTF pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORTF pursuant to Section 12.1 may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC ORTF since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC ORTF in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC ORTF certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCORTF, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC ORTF pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC ORTF within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC ORTF in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC ORTF may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 2 contracts
Samples: Indenture and Security Agreement (Blue Owl Technology Finance Corp.), Indenture and Security Agreement (Owl Rock Technology Finance Corp.)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.1 may not exceed an amount equal to 3025% of the Target Initial Par Collateral Principal Amount; provided that the aggregate principal balance Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (ivi)—(iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC BOCIC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three (3) Business Days after the effective date set forth in such Specified Amendment and ORCC BOCIC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCBOCIC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC BOCIC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”to
Appears in 1 contract
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORCIC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORCIC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORCIC pursuant to Section 12.1 may not exceed an amount equal to 3025% of the Target Initial Par Amount; provided that the aggregate principal balance Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORCIC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (ivi)—(iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC ORCIC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC ORCIC certifies in writing to the Collateral Manager and the Collateral Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCORCIC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC ORCIC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC ORCIC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC ORCIC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC ORCIC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Core Income Corp.)
Purchase and Substitution Limit. At all timestimesThe Issuer shall not accept a Substitute Collateral Obligation or purchase a Collateral Obligation from ORCC if, after giving effect to such substitution or purchase, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.1 may not exceedwould exceed after the First Refinancing Date (x) during the Reinvestment Period, an amount equal to 302530% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC since the end of , and (y) without duplication, after the Reinvestment Period under clauses (ii) – (iv) above may not exceed Period, an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (ivi)—(iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three five Business Days after the effective date set forth in such Specified Amendment and ORCC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P a CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.1 may not exceed an amount equal to 3025% of the Target Initial Par Amount; provided that the aggregate principal balance Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (ivi)—(iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC BOCIC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three (3) Business Days after the effective date set forth in such Specified Amendment and ORCC BOCIC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCBOCIC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC BOCIC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC BOCIC within 15 fifteen (15) Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or ), (D) any purchase by ORCC BOCIC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption or (E) the Principal Balance of Deferring Obligations that are substituted or repurchased and (II) ORCC BOCIC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OTIC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OTIC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OTIC pursuant to Section 12.1 may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC OTIC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (ivi)—(iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC OTIC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC OTIC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCOTF, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC OTIC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC OTIC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC OTIC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC OTIC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Technology Income Corp.)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.1 may not exceed an amount equal to 3025% of the Target Initial Par Amount; provided that the aggregate principal balance Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (ivi)—(iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC BOCIC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three (3) Business Days after the effective date set forth in such Specified Amendment and ORCC BOCIC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCBOCIC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC BOCIC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC BOCIC within 15 fifteen (15) Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) ), any purchase by ORCC BOCIC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption or (E) the Principal Balance of Deferring Obligations that are substituted or repurchased and (II) ORCC BOCIC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Credit Income Corp.)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.1 may not exceed an amount equal to 3025% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three five Business Days after the effective date set forth in such Specified Amendment and ORCC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable -200- business judgment of ORCC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P a CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “"Purchase and Substitution Limit.”"
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.1 may not exceed an amount equal to 3025% of the Target Initial Par Amount; provided that the aggregate principal balance Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (ivi)—(iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC BOCIC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three (3) Business Days after the effective date set forth in such Specified Amendment and ORCC BOCIC certifies in writing to the Collateral Manager and the Collateral Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCBOCIC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC BOCIC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC BOCIC within 15 fifteen (15) Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or ), (D) any purchase by ORCC BOCIC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption or (E) the Principal Balance of Deferring Obligations that are substituted or repurchased and (II) ORCC BOCIC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Credit Income Corp.)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OBDC II pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OBDC II pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OBDC II pursuant to Section 12.1 may not exceed an amount equal to 3025% of the Target Initial Par Amount; provided that the aggregate principal balance Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OBDC II since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (ivi)—(iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC OBDC II in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC OBDC II certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCOBDC II, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC OBDC II pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC OBDC II within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC OBDC II in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC OBDC II may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Capital Corp II)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.1 may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC ORBDCC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (ivi)—(iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC ORBD CC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC ORBDCC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCORBDCC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC ORBD CC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC ORBD CC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC ORBD CC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC ORBD CC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Capital Corp)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.1 may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and (x) ORCC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, and (y) the Collateral Manager certifies in writing to the Trustee that the Collateral Manager either would not be permitted to or would not elect to enter into such Specified Amendment pursuant to the Collateral Manager Standard or any provision of this Indenture or the Collateral Management Agreement, (B) the purchase price of any Equity Securities sold to ORCC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) ), in which case, such substitution or repurchase will be counted towards the Purchase and Substitution Limit or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Purchase and Substitution Limit. At all timestimes following the First Refinancing Date, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.3(a) after the First Refinancing Date and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.1 after the First Refinancing Date may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance aAggregate pPrincipal bBalance of all Collateral Obligations that have been purchased by ORCC ORBDCC since the end of the Reinvestment Period under clauses (ii) – –through (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - -through (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC ORBDCC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC (x) ORBDCC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCORBDCC , necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, and (y) the Collateral Manager certifies in writing to the Trustee that the Collateral Manager either would not be permitted to or would not elect to enter into such Specified Amendment pursuant to the Collateral Manager Standard or any provision of this Indenture or the Collateral Management Agreement, (B) the purchase price of any Equity Securities sold to ORCC ORBDCC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC ORBDCC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Cayman Issuer or the Issuer, as applicable, paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or or, (D) any purchase by ORCC ORBDCC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption or (E) the Principal Balance of Deferring Obligations that are substituted or repurchased and (II) ORCC ORBDCC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Cayman Issuer or the Issuer, as applicable, acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) ), in which case, such substitution or repurchase will be counted towards the Purchase and Substitution Limit or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Capital Corp)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.1 may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “"Purchase and Substitution Limit.”"
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OTF II pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OTF II pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OTF II pursuant to Section 12.1 may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC OTF II since the end of the Reinvestment Period under clauses (ii) – (iv-(iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv-(iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC OTF II in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC OTF II certifies in writing to the Collateral Manager and the Collateral Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCOTF, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC OTF II pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC OTF II within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC OTF II in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC OTF II may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Technology Finance Corp. II)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OBDC III pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OBDC III pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OBDC III pursuant to Section 12.1 may not exceed an amount equal to 3025% of the Target Initial Par Amount; provided that the aggregate principal balance Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OBDC III since the end of the Reinvestment Period under clauses (ii) – - (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC OBDC III in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC OBDC III certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCOBDC III, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC OBDC III pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC OBDC III within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC OBDC III in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC OBDC III may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Capital Corp III)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.1 may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (ivi)—(iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC certifies in writing to the Collateral Manager and the Collateral Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.1 may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and (x) ORCC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, and (y) the Collateral Manager certifies in writing to the Trustee that the Collateral Manager either would not be permitted to or would not elect to enter into such Specified Amendment pursuant to the Collateral Manager Standard or any provision of this Indenture or the Collateral Management Agreement, (B) the purchase price of any Equity Securities sold to ORCC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by -150- ORCC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) ), in which case, such substitution or repurchase will be counted towards the Purchase and Substitution Limit or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.1 may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC ORBDCC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC ORBDCC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC ORBDCC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCORBDCC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC ORBD CC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC ORBD CC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC ORBD CC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC ORBDCC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Capital Corp)
Purchase and Substitution Limit. At all timestimes following the First Refinancing Date, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORCCOBDC pursuant to Section 12.3(a) after the First Refinancing Date and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORCCOBDC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORCCOBDC pursuant to Section 12.1 after the First Refinancing Date may not exceed an amount equal to 303025% of the Target Initial Par Amount; provided that the aggregate principal balance Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OBDC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC ORCCOBDC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such (x) ORCCsuch repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC OBDC certifies in writing to the Collateral Manager and the Collateral Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCORCCOBDC , necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, and (y) the Collateral Manager certifies in writing to the Collateral Trustee that the Collateral Manager either would not be permitted to or would not elect to enter into such Specified Amendment pursuant to the Collateral Manager Standard or any provision of this Indenture or the Collateral Management Agreement, (B) the purchase price of any Equity Securities sold to ORCC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”Equity
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Capital Corp)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC pursuant to Section 12.1 may not exceed an amount equal to 3025% of the Target Initial Par Amount; provided that the aggregate principal balance Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC BOCIC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC BOCIC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC BOCIC certifies in writing to the Collateral Manager and the Collateral Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCBOCIC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC BOCIC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC BOCIC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC BOCIC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC BOCIC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Credit Income Corp.)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORCIC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORCIC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORCIC pursuant to Section 12.1 may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORCIC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (ivi)—(iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC ORCIC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC ORCIC certifies in writing to the Collateral Manager and the Collateral Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCORCIC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC ORCIC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC ORCIC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC ORCIC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC ORCIC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Core Income Corp.)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC pursuant to Section 12.1 may not exceed an amount equal to 3025% of the Target Initial Par Amount; provided that the aggregate principal balance Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (ivi)—(iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture (Owl Rock Capital Corp)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC the Seller pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC the Seller pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC MIC or its Affiliates pursuant to Section 12.1 may not exceed an amount equal to 3025% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC the Seller in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC the Seller certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCthe Seller, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC the Seller pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC the Seller within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC the Seller in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC the Seller may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “"Purchase and Substitution Limit.”"
Appears in 1 contract
Samples: Indenture (MSD Investment Corp.)
Purchase and Substitution Limit. At all timestimes following the First Refinancing Date, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OTF pursuant to Section 12.3(a) after the First Refinancing Date and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OTF pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC OTF pursuant to Section 12.1 after the First Refinancing Date may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC OTF since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC OTF in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC OTF certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCOTF, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC OTF pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC OTF within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC OTF in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC OTF may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Technology Finance Corp.)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.1 may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC ORBDCC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - – (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC ORBDCC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC (x) ORBDCC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCORBDCC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, and (y) the Collateral Manager certifies in writing to the Trustee that the Collateral Manager either would not be permitted to or would not elect to enter into such Specified Amendment pursuant to the Collateral Manager Standard or any provision of this Indenture or the Collateral Management Agreement, (B) the purchase price of any Equity Securities sold to ORCC ORBDCC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC ORBD CC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC ORBDCC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC ORBDCC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) ), in which case, such substitution or repurchase will be counted towards the Purchase and Substitution Limit or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Capital Corp)
Purchase and Substitution Limit. At all times, (i) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations, plus (ii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.3(a) and that the purchase price therefor was not subsequently applied to purchase a Substitute Collateral Obligation, plus (iii) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.3(b) above, plus (iv) the Aggregate Principal Balance of all Collateral Obligations that have been purchased by ORCC ORBDCC pursuant to Section 12.1 may not exceed an amount equal to 30% of the Target Initial Par Amount; provided that the aggregate principal balance of all Collateral Obligations that have been purchased by ORCC ORBDCC since the end of the Reinvestment Period under clauses (ii) – (iv) above may not exceed an amount equal to 7.5% of the Target Initial Par Amount; provided further that (I) clauses (i) - (iv) above shall not include (A) the Principal Balance related to any Collateral Obligation that is purchased or substituted by ORCC ORBDCC in connection with a Specified Amendment or a proposed Specified Amendment to such Collateral Obligation so long as such repurchase or substitution is effected not less than three Business Days after the effective date set forth in such Specified Amendment and ORCC ORBDCC certifies in writing to the Collateral Manager and the Trustee that such purchase or substitution is, in the commercially reasonable business judgment of ORCCORBDCC, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring has or is expected to result in a Specified Amendment to such Collateral Obligation, (B) the purchase price of any Equity Securities sold to ORCC ORBD CC pursuant to Section 12.1(d), (C) the Principal Balance of up to 15 Post-Transition S&P CCC Collateral Obligations that are substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation; provided that (x) each such Collateral Obligation must be substituted or repurchased by ORCC ORBD CC within 15 Business Days from the date it becomes a Post-Transition S&P CCC Collateral Obligation and (y) the purchase price, or substitution value, as applicable, for such Post-Transition S&P CCC Collateral Obligation must be at least the greater of its Fair Market Value and the purchase price that the Issuer paid to acquire such Collateral Obligation (less any principal payments received by the Issuer) or (D) any purchase by ORCC ORBD CC in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption and (II) ORCC ORBD CC may not substitute or repurchase a Collateral Obligation that is a Post-Transition S&P CCC Collateral Obligation that was not substituted or repurchased in accordance with clause (I)(C) above or was an S&P CCC Collateral Obligation at the time the Issuer acquired such Collateral Obligation, in each case, other than (A) if a Substitution Event has occurred with respect to such Collateral Obligation (other than a Substitution Event under clause (v) of the definition thereof) or (B) in connection with an Optional Redemption, Tax Redemption or Clean-Up Call Redemption. The foregoing provisions in this paragraph constitute the “Purchase and Substitution Limit.”
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Capital Corp)