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.
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 Issuer shall at all times maintain a Debt Rating for 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 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) 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.
Rating on the Notes. The Issuer shall at all times maintain a Debt Rating for the Notes from an NRSRO 31 SECTION 10. NEGATIVE COVENANTS 32 Section 10.1 Transactions with Affiliates 32 Section 10.2 Merger, Consolidation, Etc. 32 Section 10.3 Line of Business 33 Section 10.4 Economic Sanctions, Etc. 34 Section 10.5 Liens 34 Section 10.6 Financial Covenants 34 SECTION 11. EVENTS OF DEFAULT 35 SECTION 12. REMEDIES ON DEFAULT, ETC. 38 Section 12.1 Acceleration 38 Section 12.2 Other Remedies 38 Section 12.3 Rescission 38 Section 12.4 No Waivers or Election of Remedies, Expenses, Etc. 39 SECTION 13. GUARANTEE 39 Section 13.1 The Guarantee 39 Section 13.2 Waiver of Defenses 39 Section 13.3 Guaranty of Payment 40 Section 13.4 Guaranty Unconditional 40 Section 13.5 Reinstatement 41 Section 13.6 Payment on Demand 41 Section 13.7 Stay of Acceleration 41 Section 13.8 No Subrogation 41 Section 13.9 Marshalling 42 Section 13.10 Transfer of Notes 42 Section 13.11 Consideration 42 SECTION 14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES 42 Section 14.1 Registration of Notes 42 Section 14.2 Transfer and Exchange of Notes 42 Section 14.3 Replacement of Notes 43 SECTION 15. PAYMENTS ON NOTES 43 Section 15.1 Place of Payment 43 Section 15.2 Payment by Wire Transfer 43 Section 15.3 FATCA Information 44 SECTION 16. EXPENSES, ETC. 44 Section 16.1 Transaction Expenses 44 Section 16.2 Certain Taxes 45 Section 16.3 Survival 45 SECTION 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT 45 SECTION 18. AMENDMENT AND WAIVER 46 Section 18.1 Requirements 46 Section 18.2 Solicitation of Holders of Notes 46 Section 18.3 Binding Effect, Etc. 47 SECTION 19. NOTICES 47 SECTION 20. REPRODUCTION OF DOCUMENTS 48 SECTION 21. CONFIDENTIAL INFORMATION 48 SECTION 22. SUBSTITUTION OF PURCHASER 49 SECTION 23. MISCELLANEOUS 49 Section 23.1 Successors and Assigns 49 Section 23.2 Accounting Terms 50 Section 23.3 Severability 50 Section 23.4 Construction, Etc. 50 Section 23.5 Counterparts 51 Section 23.6 Governing Law 51 Section 23.7 Jurisdiction and Process; Waiver of Jury Trial 51 Schedule A — Defined Terms SCHEDULE 1(c) — Form of 4.10% Series C Guaranteed Senior Note due January 8, 2030 SCHEDULE 4.4(a) — Form of Opinion of Special Counsel to the Constituent Companies and the Subsidiary Guarantors SCHEDULE 4.4(b) — Form of Opinion of Special Counsel for the Purchasers SCHEDULE 5.3 — Disclosure Materials SCHEDULE 5.4 — Subsidiaries of the Parent Guarantor and Ownership of Subsidiary Stock; Affiliates; Directors...
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. At any time that a Rating maintained pursuant to this Section 9.10 is not a public rating, the Company shall provide to each holder of a relevant Note (x) at least annually (on or before each anniversary of the Closing) and (y) promptly upon any change in a 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 such Notes, the Company shall use commercially reasonable efforts to procure such information from a Rating Agency.
Rating on the Notes. Each Obligor will ensure that the Notes are rated by Xxxxx’x, S&P or Fitch at all times.
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. 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. Although it will not be a Default or an Event of Default if the Constituent Companies fail to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.
