Rating on the Notes. (a) The Company shall at all times maintain a Debt Rating for the Notes from at least one Acceptable Rating Agency, and the Company will not at any time permit any such Debt Rating to be lower than BBB-/Baa3 (or its equivalent).
(b) At any time that the Debt Rating maintained pursuant to clause (a) above is not a public rating, the Company will provide to each holder of a Note (i) at least annually (on or before each anniversary of the date of the Closing) and (ii) with reasonable promptness upon any change in such Debt Rating, an updated Private Rating Letter evidencing such Debt Rating and an updated Private Rating Rationale Report with respect to such Debt Rating. In addition to the foregoing information and any information specifically required to be included in any Private Rating Letter or Private Rating Rationale Report (as set forth in the respective definitions thereof), if the SVO or any other Governmental Authority having jurisdiction over any holder of any Notes from time to time requires any additional information with respect to the Debt Rating of the Notes, the Company shall use commercially reasonable efforts to procure such information from the Acceptable Rating Agency.
Section 1.4 Section 9.10 of the Note Purchase Agreement shall be amended and restated in its entirety to read as follows:
Rating on the Notes. Such Purchaser shall have received a copy of a letter from each NRSRO rating the Notes as of the date of the Closing evidencing each such rating (which evidence shall include the information required by Section 9.11).
Rating on the Notes. The Company will use commercially reasonable efforts to obtain a Debt Rating for each series of the Notes from a NRSRO as soon as practicable and, in any event, on or before May 1, 2022. After the Company has obtained such initial Debt Rating for each series of the Notes, the Company shall at all times thereafter maintain a Debt Rating for each series of the Notes from a NRSRO; provided, that, if the applicable NRSRO (i) ceases providing a Debt Rating for either or both series of the Notes without having provided the Company with at least 60 days advance notice (other than as a result of the Company failing to pay applicable fees and expenses or failing to reasonably cooperate with the NRSRO)(the earlier of the date notice is provided to the Company or, if no notice is provided, the date the NRSRO ceases providing the Debt Rating, a “Ratings Withdrawal Event”), or (ii) ceases to qualify as a NRSRO (the date of such event, a “Ratings Agency Event” and, together with a Ratings Withdrawal Event, a “Ratings Termination Event”), then the Company shall use its commercially reasonable efforts to obtain a new Debt Rating for either or both series of the Notes from a NRSRO as soon as practicable and, in any event, on or before the 60th day following the Ratings Termination Event or, if the Company diligently pursues a new Debt Rating but is unable to do so by the 60th day following the Ratings Termination Event, such period shall be extended for an additional 30 days. Evidence of any Debt Rating shall (a) be delivered by the Company to the holders of the Notes (1) at least annually (but not more than 30 days prior to each anniversary of the date on which such Debt Rating was initially obtained) and (2) promptly upon any change in such Debt Rating, (b) set forth the Debt Rating for each series of the Notes, (c) refer to the Private Placement Number issued by CUSIP Global Services, in respect of each series of the Notes, (d) state that such Debt Rating addresses the likelihood of payment of both the principal and interest of such Notes (which requirement shall be deemed satisfied if such letter is silent as to the likelihood of payment of both principal and interest and does not otherwise include any indication to the contrary), (e) not include any prohibition against sharing such evidence with the SVO or any other regulatory authority having jurisdiction over the holders of the Notes, and (f) include such other information relating to such Debt Rating as may be requ...
Rating on the Notes. The Company covenants and agrees that, at its sole cost and expense, it shall cause to be maintained at all times a Rating from at least one Rating Agency that indicates that it will monitor the rating on an ongoing basis. At any time that the Rating maintained pursuant to this Section 9.10 is not a public rating, the Company shall provide to each holder of a Note (x) at least annually (on or before each anniversary of the Effective Date) and (y) promptly upon any change in such Rating, an updated Private Rating Rationale Report with respect to such Rating. In addition to the foregoing information and any information specifically required to be included in any Private Rating Letter or Private Rating Rationale Report (as set forth in the respective definitions thereof), if the SVO or any other governmental authority having jurisdiction over any holder of any Notes from time to time requires any additional information with respect to the Rating of the Notes, the Company shall use commercially reasonable efforts to procure such information from the Rating Agency. OWL ROCK CAPITAL CORPORATION III NOTE PURCHASE AGREEMENT
Rating on the Notes. (a) The Company will at all times maintain a Debt Rating for each Series of the Notes from an Acceptable Rating Agency.
(b) At any time that the Debt Rating maintained pursuant to clause (a) above is not a public rating, the Company will provide to each holder of a Note (x) at least annually (on or before each anniversary of the Second Amendment Effective Date) and (y) promptly upon any change in such Debt Rating, an updated Private Rating Letter evidencing such Debt Rating and an updated Private Rating Rationale Report with respect to such Debt Rating. In addition to the foregoing information and any information specifically required to be included in any Private Rating Letter or Private Rating Rationale Report (as set forth in the respective definitions thereof), if the SVO or any other Governmental Authority having jurisdiction over any holder of any Notes from time to time requires any additional information with respect to the Debt Rating of any Series of the Notes, the Company shall use commercially reasonable efforts to procure such information from the Acceptable Rating Agency.
1.7 Section 10.2 of the Existing Note Purchase Agreement is hereby amended by amending and restating the last sentence of the last paragraph in its entirety as follows: No such conveyance, transfer, sale or lease of all or substantially all of the assets of any Obligor shall have the effect of releasing such Obligor or any Successor Corporation that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Issuers) or (y) the Subsidiary Guarantee (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guarantee in accordance with Section 9.6(c) in connection with or immediately following such conveyance, transfer, sale or lease.
1.8 Section 10.4 of the Existing Note Purchase Agreement is hereby amended by renumbering the existing paragraph as clause (a) and adding new clauses (b) and (c) as follows:
Rating on the Notes. The Issuer shall at all times maintain a Debt Rating for each series of the Notes from an NRSRO. Evidence of such Debt Rating shall (a) be delivered by the Issuer to the holders of the Notes (1) at least annually (but not more than 30 days prior to each anniversary of the date of the Closing) and (2) promptly upon any change in such Debt Rating, (b) set forth the Debt Rating for each series of the Notes, (c) refer to each Private Placement Number issued by CUSIP Global Services, managed on behalf of the American Bankers Association by S&P Global Market Intelligence, in respect of such Notes, (d) state that such Debt Rating addresses the likelihood of payment of both the principal and interest of such Notes, (e) not include any prohibition against sharing such evidence with the SVO or any other regulatory authority having jurisdiction over the holders of the Notes, and (f) include such other information relating to such Debt Rating as may be required from time to time by the SVO or any other regulatory authority having jurisdiction over the holders of the Notes.
Rating on the Notes. (a) The Company shall at all times maintain a Debt Rating for the Notes from a NRSRO.
(b) At any time that the Debt Rating maintained pursuant to clause (a) above is not a public rating, the Company will provide to each holder of a Note (x) at least annually (on or before each anniversary of the date of the Closing) and (y) promptly upon any change in such Debt Rating, an updated Rating Letter evidencing such Debt Rating and an updated Rating Rationale Report with respect to such Debt Rating. In addition to the foregoing information and any information specifically required to be included in any Rating Letter or Rating Rationale Report (as set forth in the respective definitions thereof), if the SVO or any other Governmental Authority having jurisdiction over any holder Notes from time to time requires any additional information with respect to the Debt Rating of the Notes, the Company shall use commercially reasonable efforts to procure such information from the NRSRO.
Rating on the Notes. (a) If the Company has not delivered evidence of a Notes Rating pursuant to Section 4.12(b), the Company shall, within 30 days after the date of the Closing, deliver to each holder of Notes evidence of a Notes Rating for each series of the Notes of at least “BBB-” or “Baa3”, as applicable. If such Notes Rating is not a public rating such Notes Rating shall satisfy the requirements set forth in clause (c) below.
(b) Subject to clause (a) above, the Company shall at all times maintain a Notes Rating for each series of the Notes.
(c) At any time that the Notes Rating maintained pursuant to clause (b) above is not a public rating, the Company will provide to each holder of Notes that is an Institutional Investor (1) at least annually (but not more than 30 days prior to each anniversary of the date of the Closing), a copy of a letter evidencing such Notes Rating, which letter shall (i) set forth the Notes Rating for each series of the Notes, (ii) include a reference to the Private Placement Number in respect of each series of the Notes, (iii) be in a form that may be provided to the SVO or any other regulatory authority having jurisdiction over the holders of the Notes and (iv) address the likelihood of payment of both principal and interest on the Notes (which requirement shall be deemed satisfied if such letter is silent as to the likelihood of payment of both principal and interest and does not otherwise include any indication to the contrary) and (2) promptly upon the occurrence thereof, notice any change in the Notes Rating.
Rating on the Notes. (a) The Company shall (i) at all times maintain a Debt Rating for the Notes from an Acceptable Rating Agency and (ii) with respect to the notes issued under the 2015 Note Purchase Agreement, on and after November 30, 2022, maintain a Debt Rating for such notes from an Acceptable Rating Agency so long as such notes are outstanding.
(b) At any time that the Debt Rating maintained pursuant to clause (a) above is not a public rating, the Company will provide to each holder of a Note (i) within 30 days following the time such Notes are issued (or, with respect to the notes issued under the 2015 Note Purchase Agreement, on or before November 30, 2022) and at least annually (on or before each anniversary of the Closing Date with respect to such Note at the time such Notes are issued (or, with respect to the notes issued under the 2015 Note Purchase Agreement, on or before each anniversary of the date on which the Debt Rating for such notes was received)) and (ii) promptly upon any change in such Debt Rating, an updated Private Rating Letter evidencing such Debt Rating and an updated Private Rating Rationale Report with respect to such Debt Rating. In addition to the foregoing information and any information specifically required to be included in any Private Rating Letter or Private Rating Rationale Report (as set forth in the respective definitions thereof), if the SVO or any other Governmental Authority having jurisdiction over any holder of any Notes from time to time requires any additional information with respect to the Debt Rating of the Notes, the Company shall use commercially reasonable efforts to procure such information from the Acceptable Rating Agency.
Rating on the Notes. (a) The Company shall at all times maintain a Debt Rating for the Notes from an Acceptable Rating Agency.
(b) At any time that the Debt Rating maintained pursuant to clause (a) above is not a public rating, the Company will provide to each holder of a Note (x) at least annually (on or before each anniversary of the date of the Closing) and (y) promptly upon any change in such Debt Rating, an updated Private Rating Letter evidencing such Debt Rating and an updated Private Rating Rationale Report with respect to such Debt Rating. It is hereby understood and agreed that any Private Rating Rationale Report that is substantially in the form of the Private Rating Rationale Report delivered pursuant to Section 4.12 shall be deemed acceptable hereunder.
(c) In addition to the foregoing information, if the SVO or any other regulatory authority having jurisdiction over any holder of any Notes from time to time reasonably requires any additional information with respect to the Debt Rating of the Notes or that the Private Rating Letter or the Private Rating Rationale Report include any such additional information, the Company shall use commercially reasonable efforts to procure such information from the Acceptable Rating Agency or to have the Acceptable Rating Agency include such additional information in the Private Rating Letter or the Private Rating Rationale Report, as applicable.
