Common use of Unquoted Investments External Review Clause in Contracts

Unquoted Investments External Review. With respect to each Portfolio Investment for which market quotations are not readily available (each, an “Unquoted Investment”), as determined by the Borrower, the Borrower shall value such Unquoted Investments quarterly in a manner consistent with its Valuation Policy and, solely with respect to Portfolio Investments in the Borrowing Base, request an Approved Third-Party Appraiser to assist the Advisor (so long as it has the necessary delegated authority) or the board of directors of the Borrower (or the appropriate committee thereof with the necessary delegated authority) in determining the fair market value of such Unquoted Investments (1) with respect to Unquoted Investments held for a full calendar year, as at the last day of two non-consecutive fiscal quarters each calendar year (or, with respect to the calendar year in which the Effective Date occurs, as at the last day of at least one fiscal quarter in such calendar year) and (2) with respect to Unquoted Investments held for less than one full calendar year but more than one full calendar quarter, as at the last day of at least one fiscal quarter in such calendar year, in each case, and with respect to each calendar year, as selected by the Borrower in its sole discretion (each, a “Testing Quarter”); provided that:

Appears in 12 contracts

Samples: Senior Secured Revolving Credit Agreement (Blue Owl Capital Corp), Senior Secured Revolving Credit Agreement (Blue Owl Capital Corp III), Senior Secured Revolving Credit Agreement (Blue Owl Credit Income Corp.)

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Unquoted Investments External Review. With respect to each Portfolio Investment for which market quotations are not readily available (each, an “Unquoted Investment”), as determined by the Borrower, the Borrower shall shall, commencing with the fiscal quarter ending June 30, 2022, value such Unquoted Investments quarterly in a manner consistent with its Valuation Policy and, solely with respect to Portfolio Investments in the Borrowing Base, request an Approved Third-Party Appraiser to assist the Advisor (so long as it has the necessary delegated authority) or the board of directors of the Borrower (or the appropriate committee thereof with the necessary delegated authority) in determining the fair market value of such Unquoted Investments (1) with respect to Unquoted Investments held for a full calendar year, as at the last day of two non-consecutive fiscal quarters each calendar year (or, with respect to the calendar year in which the Effective Date occurs, as at the last day of at least one fiscal quarter in such calendar year) and (2) with respect to Unquoted Investments held for less than one full calendar year but more than one full calendar quarter, as at the last day of at least one fiscal quarter in such calendar year, in each case, and with respect to each calendar year, as selected by the Borrower in its sole discretion (each, a “Testing Quarter”); provided that:

Appears in 7 contracts

Samples: Senior Secured Credit Agreement (Blue Owl Technology Income Corp.), Senior Secured Credit Agreement (Blue Owl Technology Income Corp.), Senior Secured Credit Agreement (Blue Owl Technology Finance Corp. II)

Unquoted Investments External Review. With respect to each Portfolio Investment included in the Borrowing Base for which market quotations are not readily available (each, an “Unquoted Investment”), as determined by the Borrower, the Borrower shall shall, commencing with the fiscal quarter ending June 30, 2023, value such Unquoted Investments quarterly in a manner consistent with its Valuation Policy and, solely with respect to Portfolio Investments in the Borrowing BaseBase (other than any Portfolio Investments that the Administrative Agent has most recently notified the Borrower that it intends to have an Approved Third-Party Appraiser selected by the Administrative Agent value), request an Approved Third-Party Appraiser to assist the Advisor (so long as it has the necessary delegated authority) or the board of directors of the Borrower (or the appropriate committee thereof with the necessary delegated authority) in determining the fair market value of such Unquoted Investments (1) with respect to Unquoted Investments held for a full calendar year, as at the last day of two non-consecutive fiscal quarters each calendar year (or, with respect to the calendar year in which the Effective Date occurs, as at the last day of at least one fiscal quarter in such calendar year) and (2) with respect to Unquoted Investments held for less than one full calendar year but more than one full calendar quarter, as at the last day of at least one fiscal quarter in such calendar year, in each case, and with respect to each calendar year, as selected by the Borrower in its sole discretion (each, a “Testing Quarter”); provided that:

Appears in 4 contracts

Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.), Senior Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.), Senior Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.)

Unquoted Investments External Review. With respect to each Portfolio Investment included in the Borrowing Base for which market quotations are not readily available (each, an “Unquoted Investment”), as determined by the Borrower, the Borrower shall shall, commencing with the fiscal quarter ending March 31, 2023, value such Unquoted Investments quarterly in a manner consistent with its Valuation Policy and, solely with respect to Portfolio Investments in the Borrowing BaseBase (other than any Portfolio Investments that the Administrative Agent has most recently notified the Borrower that it intends to have an Approved Third-Party Appraiser selected by the Administrative Agent value), request an Approved Third-Party Appraiser to assist the Advisor (so long as it has the necessary delegated authority) or the board of directors of the Borrower (or the appropriate committee thereof with the necessary delegated authority) in determining the fair market value of such Unquoted Investments (1) with respect to Unquoted Investments held for a full calendar year, as at the last day of two non-consecutive fiscal quarters each calendar year (or, with respect to the calendar year in which the Effective Date occurs, as at the last day of at least one fiscal quarter in such calendar year) and (2) with respect to Unquoted Investments held for less than one full calendar year but more than one full calendar quarter, as at the last day of at least one fiscal quarter in such calendar year, in each case, and with respect to each calendar year, as selected by the Borrower in its sole discretion (each, a “Testing Quarter”); provided that:

Appears in 2 contracts

Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp. II), Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp. II)

Unquoted Investments External Review. With respect to each Portfolio Investment Investments included in the Borrowing Base for which market quotations are not readily available (each, an “Unquoted Investment”), as determined by the Borrower, the Borrower shall value such Unquoted Investments quarterly in a manner consistent with its Valuation Policy and, solely with respect to (other than any Portfolio Investments in that the Borrowing BaseAdministrative Agent has most recently notified the Borrower that it intends to have an Approved Third-Party Appraiser selected by the Administrative Agent value), request an Approved Third-Party Appraiser to assist the Advisor Investment Adviser (so long as it has the necessary delegated authority) or the board of directors of the Borrower (or the appropriate committee thereof with the necessary delegated authority) in determining the fair market value of such Unquoted Investments (1) with respect to Unquoted Investments held for a full calendar year, as at the last day of two non-consecutive fiscal quarters each calendar year (or, with respect to the calendar year in which the Effective Date occurs, as at the last day of at least one fiscal quarter in such calendar year) and (2) with respect to Unquoted Investments held for less than one full calendar year but more than one full calendar quarter, as at the last day of at least one fiscal quarter in such calendar year, in each case, and with respect to each calendar year, as selected by the Borrower in its sole discretion (each, a “Testing Quarter”); provided that:

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)

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Unquoted Investments External Review. With respect to each Portfolio Investment for which market quotations are not readily available (each, an “Unquoted Investment”), as determined by the Borrower, the Borrower shall shall, commencing with the fiscal quarter ending March 31, 2024, value such Unquoted Investments quarterly in a manner consistent with its Valuation Policy and, solely with respect to Portfolio Investments in the Borrowing Base, request an Approved Third-Party Appraiser to assist the Advisor (so long as it has the necessary delegated authority) or the board of directors of the Borrower (or the appropriate committee thereof with the necessary delegated authority) in determining the fair market value of such Unquoted Investments (1) with respect to Unquoted Investments held for a full calendar year, as at the last day of two non-consecutive fiscal quarters each calendar year (or, with respect to the calendar year in which the Effective Date occurs, as at the last day of at least one fiscal quarter in such calendar year) and (2) with respect to Unquoted Investments held for less than one full calendar year but more than one full calendar quarter, as at the last day of at least one fiscal quarter in such calendar year, in each case, and with respect to each calendar year, as selected by the Borrower in its sole discretion (each, a “Testing Quarter”); provided that:

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Blue Owl Capital Corp II)

Unquoted Investments External Review. With respect to each Portfolio Investment for which market quotations are not readily available (each, an “Unquoted Investment”), as determined by the Borrower, the Borrower shall shall, commencing with the fiscal quarter ending December 31, 2024, value such Unquoted Investments quarterly in a manner consistent with its Valuation Policy and, solely with respect to Portfolio Investments in the Borrowing Base, request an Approved Third-Party Appraiser to assist the Advisor (so long as it has the necessary delegated authority) or the board of directors trustees of the Borrower (or the appropriate committee thereof with the necessary delegated authority) in determining the fair market value of such Unquoted Investments (1) with respect to Unquoted Investments held for a full calendar year, as at the last day of two non-consecutive fiscal quarters each calendar year (or, with respect to the calendar year in which the Effective Date occurs, as at the last day of at least one fiscal quarter in such calendar year) and (2) with respect to Unquoted Investments held for less than one full calendar year but more than one full calendar quarter, as at the last day of at least one fiscal quarter in such calendar year, in each case, and with respect to each calendar year, as selected by the Borrower in its sole discretion (each, a “Testing Quarter”); provided that:

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Lord Abbett Private Credit Fund)

Unquoted Investments External Review. With respect to each Portfolio Investment for which market quotations are not readily available (each, an “Unquoted Investment”), as determined by the Borrower, the Borrower shall shall, commencing with the fiscal quarter ending June 30, 2022, value such Unquoted Investments quarterly in a manner consistent with its Valuation Policy and, solely with respect to Portfolio Investments in the Borrowing Base, request an Approved Third-Party Appraiser to assist the Advisor (so long as it has the necessary delegated authority) or the 747507610 22702620 board of directors of the Borrower (or the appropriate committee thereof with the necessary delegated authority) in determining the fair market value of such Unquoted Investments (1) with respect to Unquoted Investments held for a full calendar year, as at the last day of two non-consecutive fiscal quarters each calendar year (or, with respect to the calendar year in which the Effective Date occurs, as at the last day of at least one fiscal quarter in such calendar year) and (2) with respect to Unquoted Investments held for less than one full calendar year but more than one full calendar quarter, as at the last day of at least one fiscal quarter in such calendar year, in each case, and with respect to each calendar year, as selected by the Borrower in its sole discretion (each, a “Testing Quarter”); provided that:

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Blue Owl Technology Income Corp.)

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