Common use of Forward Purchase Clause in Contracts

Forward Purchase. (a) Subject to the terms and conditions of this Agreement (including this Section 2.2) and the satisfaction of the Capital Condition, the Seller or the Purchaser may provide notice in writing (including, without limitation, by email) to the other party requiring the Purchaser (or its designee) to purchase and the Seller to sell on an applicable Trade Date (it being understood that the actual settlement of such purchase and sale may be delayed) all or a portion (based on the outstanding principal amount) of one or more Purchased Loans, and assume a ratable portion of the Available Unfunded Commitments associated with such Purchased Loan (each Purchased Loan or portion thereof that is purchased, together with each related Available Unfunded Commitment that is assumed, by the Purchaser under this Section 2.2, a “Forward Purchase Asset”, and each such purchase, a “Forward Purchase”); provided, that the foregoing shall not be construed to enable the Seller, unless consented to by the Purchaser in its sole discretion, to require the Purchaser to purchase all or any portion of any Purchased Loan or any Available Unfunded Commitments that would cause the collective Purchase Price for, collectively, such Purchased Loan and related Available Unfunded Commitments paid by the Purchaser to the Seller in connection with any Forward Purchase thereof since the Effective Date (including, for the avoidance of doubt, the Purchase Price in connection with all of the purchases made at the election of the Purchaser) to exceed, with respect to any Purchased Loan and any Available Unfunded Commitment with an Initial Purchase Date that occurred (x) prior to the Subscription Threshold Date, an amount equal to 3.0% of the aggregate subscriptions that the Purchaser has raised on or prior to the Trade Date of such purchase and (y) on or after the Subscription Threshold Date, an amount equal to 2.0% of the aggregate subscriptions that the Purchaser has raised on or prior to the Trade Date of such purchase; provided further, that, with respect to any Purchased Loan and any Available Unfunded Commitment with an Initial Purchase Date that occurred on or after the Subscription Threshold Date, the Seller shall not require the Purchaser to purchase all or any portion of such Purchased Loan or such Available Unfunded Commitment prior to the date that the Purchaser has aggregate subscriptions that it has called and received cash funding from in an aggregate amount that is at least two hundred fifty million Dollars ($250,000,000) more than the aggregate subscriptions that it had called and received cash funding from as of the Initial Purchase Date of such Purchased Loan or such Available Unfunded Commitment, as applicable. Any Forward Purchase hereunder shall be subject to the condition precedent that the Unfunded Commitment Limit will be satisfied immediately after giving effect thereto. (b) On the applicable Trade Date for any Forward Purchase, the Seller and the Purchaser shall enter into documentation with respect to such Forward Purchase pursuant to which the Seller shall sell, transfer, assign and otherwise convey to the Purchaser (or its designee), and the Purchaser shall purchase and, as applicable, assume (or cause its designee to purchase and, as applicable, assume) for an amount equal to the Purchase Price of the applicable Forward Purchase Assets, all right, title and interest of the Seller (whether now owned or hereafter acquired or arising, and wherever located) in and to such Forward Purchase and the Purchased Loan Rights in respect of such Forward Purchase Asset; provided that the Seller and the Purchaser (or its designee) shall negotiate in good faith appropriate alternative documentation for any Forward Purchase Asset for which assignment is not permissible (including through one or more customary participation agreements in a form agreed to by the Purchaser and the Seller or, if not agreed otherwise, in the form attached hereto as Exhibit B) and cooperate in good faith to settle the transfer of any such Forward Purchase Asset as promptly as practicable. The Seller and the Purchaser shall use reasonable efforts to settle such Forward Purchase as soon as reasonably practicable and on such date as may be reasonably agreed by the Seller and the Purchaser (the date of each such settlement, a “Settlement Date”). To the extent such Settlement Date does not occur on the Trade Date of such Forward Purchase, the delayed compensation provisions in Section 2.8 shall apply to such Forward Purchase. Such Forward Purchase Asset and such Loan Rights so sold pursuant to this Section 2.2 shall be transferred and assigned to the Purchaser (or its designee) free and clear of all Liens, except such Liens imposed by any financing provider to the Seller, which Liens shall be released on or prior to the Settlement Date of such Forward Purchase. Unless otherwise agreed to by the Purchaser and the Seller, the Purchaser and the Seller shall use ClearPar to enter into each Forward Purchase hereunder to the extent available for such and commercially reasonable to use for such Forward Purchase. (c) Unless otherwise agreed to by the Purchaser and the Seller, each Forward Purchase pursuant to this Section 2.2 shall be for Forward Purchase Assets with a Purchase Price of at least $5,000,000 (or, if less, the Purchase Price of all remaining Purchased Loans and Available Unfunded Commitments held by the Seller). All or a portion of any Forward Purchases pursuant to this Section 2.2 shall be conducted in a manner such that the Purchased Loans held the longest by the Seller will be purchased first; provided, however, that the Purchaser and the Seller may agree in writing to conduct such Forward Purchase on a pro rata basis for all or a portion of the Purchased Loans (or in such other manner as the Purchaser and the Seller may otherwise agree). (d) On the Facility End Date, the Purchaser shall be required to purchase all Purchased Loans and assume Available Unfunded Commitments held by the Seller at a price and subject to such economic terms and provisions determined pursuant to the terms and provisions hereof.

Forward Purchase. (a) Subject to the terms and conditions of this Agreement (including this Section 2.2), if requested by Blue Owl Fund at any time on or before the Facility End Date, Blue Owl Fund shall, in one or more transactions, purchase and/or, as applicable, assume (or its designees shall purchase and/or, as applicable, assume) and CELF Sub (or its designee) shall sell, transfer, assign and otherwise convey to Blue Owl Fund (or its designees) Purchased Loans (including Available Unfunded Commitments) for an amount equal to the Purchase Price of the applicable Purchased Loan(s) (including Available Unfunded Commitments) or portion thereof that is purchased and/or, as applicable, assumed by Blue Owl Fund (or its designee) under this Section 2.2, a “Forward Purchase Asset”, and each such purchase and/or assumption, a “Forward Purchase”), provided that upon satisfaction of the Capital Condition, the Seller Cliffwater, on behalf of CELF Sub (or the Purchaser its designee), may provide notice in writing (including, without limitation, by email) to the other party Blue Owl Fund requiring the Purchaser Blue Owl Fund to purchase and/or, as applicable, assume (or its designee) to designees shall purchase and the Seller to sell on an applicable Trade Date (it being understood that the actual settlement of such purchase and sale may be delayed) all or a portion (based on the outstanding principal amount) of one or more Purchased Loans, and assume a ratable portion of the Available Unfunded Commitments associated with such Purchased Loan (each Purchased Loan or portion thereof that is purchased, together with each related Available Unfunded Commitment that is assumed, by the Purchaser under this Section 2.2, a “Forward Purchase Asset”, and each such purchase, a “Forward Purchase”); provided, that the foregoing shall not be construed to enable the Seller, unless consented to by the Purchaser in its sole discretion, to require the Purchaser to purchase all or any portion of any Purchased Loan or any Available Unfunded Commitments that would cause the collective Purchase Price for, collectively, such Purchased Loan and related Available Unfunded Commitments paid by the Purchaser to the Seller in connection with any Forward Purchase thereof since the Effective Date (including, for the avoidance of doubt, the Purchase Price in connection with all of the purchases made at the election of the Purchaser) to exceed, with respect to any Purchased Loan and any Available Unfunded Commitment with an Initial Purchase Date that occurred (x) prior to the Subscription Threshold Date, an amount equal to 3.0% of the aggregate subscriptions that the Purchaser has raised on or prior to the Trade Date of such purchase and (y) on or after the Subscription Threshold Date, an amount equal to 2.0% of the aggregate subscriptions that the Purchaser has raised on or prior to the Trade Date of such purchase; provided further, that, with respect to any Purchased Loan and any Available Unfunded Commitment with an Initial Purchase Date that occurred on or after the Subscription Threshold Date, the Seller shall not require the Purchaser to purchase all or any portion of such Purchased Loan or such Available Unfunded Commitment prior to the date that the Purchaser has aggregate subscriptions that it has called and received cash funding from in an aggregate amount that is at least two hundred fifty million Dollars ($250,000,000) more than the aggregate subscriptions that it had called and received cash funding from as of the Initial Purchase Date of such Purchased Loan or such Available Unfunded Commitmentand/or, as applicable. Any Forward Purchase hereunder shall be subject , assume) and CELF Sub to the condition precedent that the Unfunded Commitment Limit will be satisfied immediately after giving effect thereto. (b) On the applicable Trade Date for any Forward Purchase, the Seller and the Purchaser shall enter into documentation with respect to such Forward Purchase pursuant to which the Seller shall sell, transfer, assign and otherwise convey as soon as practicable thereafter, in one or more transactions, all Purchased Loans; provided further that: (1) no Co-Invest Asset shall be subject to any Forward Purchase unless the Purchaser parties otherwise agree in writing; (2) Blue Owl Fund (or its designees) shall be required to purchase and/or, as applicable, assume the Purchased Loans (including Available Unfunded Commitments) in the order in which they were purchased and assumed by CELF Sub (or its designee), and except as otherwise mutually agreed by the Purchaser parties; and (3) the aggregate Purchase Price on any Settlement Date (as defined herein) shall purchase and, as applicable, assume be at least $10 million (or cause its designee to purchase and, as applicable, assume) for an such lesser amount equal to the Purchase Price of the applicable Forward Purchase Assets, all right, title entirety of one or more Purchased Loans to be purchased and/or assumed on such date). Blue Owl Fund (or its designees) and interest of the Seller (whether now owned or hereafter acquired or arising, and wherever located) in and to such Forward Purchase and the Purchased Loan Rights in respect of such Forward Purchase Asset; provided that the Seller and the Purchaser CELF Sub (or its designee) shall negotiate in good faith appropriate alternative documentation for any Forward Purchase Asset for which assignment is not permissible (including through one or more customary participation agreements in a form agreed to by the Purchaser and the Seller or, if not agreed otherwise, in the form attached hereto as Exhibit B) and cooperate in good faith to settle the transfer of any such Forward Purchase Asset as promptly as practicable. The Seller and the Purchaser shall use commercially reasonable efforts to settle any such Forward Purchase as soon as reasonably practicable after the Trade Date and on such date as may be reasonably agreed by the Seller Blue Owl Fund (or its designees) and the Purchaser CELF Sub (the date of each such settlement, a “Settlement Date”). To the extent such Settlement Date does not occur on the Trade Date of such Forward Purchase, the delayed compensation provisions in Section 2.8 shall apply to such Forward Purchase. Such Forward Purchase Asset and such Loan Rights so sold pursuant to this Section 2.2 shall be transferred and assigned to the Purchaser Blue Owl Fund (or its designeedesignees) free and clear of all Liens, except such Liens imposed by any financing provider to the SellerCliffwater or CELF Sub, which Liens liens shall be released on or prior to the Settlement Date of concurrent with such Forward Purchase. Unless otherwise agreed to by the Purchaser Blue Owl Fund and the SellerCELF Sub, the Purchaser Blue Owl Fund (or its designee) and the Seller CELF Sub shall use ClearPar customary settlement procedures (including, if applicable, ClearPar) to enter into each Forward Purchase hereunder to the extent available for such for, and commercially reasonable to use for for, each such Forward Purchase. (c) Unless otherwise agreed . Blue Owl Fund shall prepare any assignment agreement or other documentation necessary to by the Purchaser and the Seller, each Forward Purchase pursuant to this Section 2.2 shall be for Forward Purchase Assets with a Purchase Price of at least $5,000,000 (or, if less, the Purchase Price of all remaining Purchased Loans and Available Unfunded Commitments held by the Seller). All or a portion of any Forward Purchases pursuant to this Section 2.2 shall be conducted in a manner such that the Purchased Loans held the longest by the Seller will be purchased first; provided, however, that the Purchaser and the Seller may agree in writing to conduct consummate such Forward Purchase on a pro rata basis and shall be responsible for all any transfer, assignment or a portion of the Purchased Loans similar fees (or in such other manner as the Purchaser and the Seller may otherwise agreeif applicable). (d) On the Facility End Date, the Purchaser shall be required to purchase all Purchased Loans and assume Available Unfunded Commitments held by the Seller at a price and subject to such economic terms and provisions determined pursuant to the terms and provisions hereof.

Forward Purchase. (a) Subject to the terms and conditions of this Agreement (including this Section 2.2) and the satisfaction of the Capital Condition, the Seller or the Purchaser may provide notice in writing (including, without limitation, by email) to the other party requiring the Purchaser (or its designee) to purchase and the Seller to sell on an applicable each Trade Date (it being understood that the actual settlement of such purchase and sale may be delayed) all or a portion (based on the outstanding principal amount) of one or more Purchased Loans, and assume a ratable portion of the Available Unfunded Commitments associated with such Purchased Loan (each Purchased Loan or portion thereof that is purchased, together with each related Available Unfunded Commitment that is assumed, by the Purchaser under this Section 2.2, a “Forward Purchase Asset”, and each such purchase, a “Forward Purchase”); provided, that the foregoing shall not be construed to enable the Seller, unless consented to by the Purchaser in its sole discretion, to require the Purchaser to purchase all or any portion of any Purchased Loan or any Available Unfunded Commitments that would cause the collective Purchase Price for, collectively, such Purchased Loan and related Available Unfunded Commitments paid by the Purchaser to the Seller in connection with any Forward Purchase thereof since the Effective Date (including, for the avoidance of doubt, the Purchase Price in connection with all of the purchases made at the election of the Purchaser) to exceed, with respect to any Purchased Loan and any Available Unfunded Commitment with an Initial Purchase Date that occurred (x) prior to the Subscription Threshold Date, an amount equal to 3.0% of the aggregate subscriptions that the Purchaser has raised on or prior to the Trade Date of such purchase and (y) on or after the Subscription Threshold Facility End Date, an amount equal to 2.0% of the aggregate subscriptions that the Purchaser has raised on or prior to the Trade Date of such purchase; provided further, that, with respect to any Purchased Loan and any Available Unfunded Commitment with an Initial Purchase Date that occurred on or after the Subscription Threshold Date, the Seller shall not require the Purchaser to purchase all or any portion of such Purchased Loan or such Available Unfunded Commitment prior to the date that the Purchaser has aggregate subscriptions that it has called and received cash funding from in an aggregate amount that is at least two hundred fifty million Dollars ($250,000,000) more than the aggregate subscriptions that it had called and received cash funding from as of the Initial Purchase Date of such Purchased Loan or such Available Unfunded Commitment, as applicable. Any Forward Purchase hereunder shall be subject to the condition precedent that the Unfunded Commitment Limit will be satisfied immediately after giving effect thereto. (b) On the applicable Trade Date for any Forward Purchase, the Seller and the Purchaser shall enter into documentation with respect to such Forward Purchase a transaction pursuant to which the Seller shall sell, transfer, assign and otherwise convey to the Purchaser (or its designee), and the Purchaser shall purchase and, as applicable, assume (or cause its designee to purchase and, as applicable, assumepurchase) for an amount equal to the Purchase Price of the applicable Forward Purchase AssetsLoan, all right, title and interest of the Seller (whether now owned or hereafter acquired or arising, and wherever located) in and to such Forward Purchase Loan and the Purchased Loan Rights in respect of such Loan (each, a “Forward Purchase Asset; provided that the Seller and the Purchaser (or its designee) shall negotiate in good faith appropriate alternative documentation for any Forward Purchase Asset for which assignment is not permissible (including through one or more customary participation agreements in a form agreed to by the Purchaser and the Seller or, if not agreed otherwise, in the form attached hereto as Exhibit B) and cooperate in good faith to settle the transfer of any such Forward Purchase Asset as promptly as practicablePurchase”). The Seller and the Purchaser shall use reasonable efforts to settle such Forward Purchase as soon as reasonably practicable and on such date as may be reasonably agreed by the Seller and the Purchaser (the date of each such settlement, a “Settlement Date”). To the extent such Settlement Date does not occur on the Trade Date of such Forward Purchase, the delayed compensation provisions in Section 2.8 shall apply to such Forward Purchase. Such Forward Purchase Asset Loan and such Loan Rights so sold pursuant to this Section 2.2 2.2(a) shall be transferred and assigned to the Purchaser (or its designee) free and clear of all Liens, except such Liens imposed by any financing provider to the Seller, which Liens as shall be released on or prior to the Settlement Date of concurrent with such Forward Purchase. Unless otherwise agreed For the avoidance of doubt, subject to Section 2.2(b) hereof, the Purchaser shall purchase any and all Loans held by the Seller on the Facility End Date and the Trade Date for any such purchase shall be the Facility End Date. (b) Notwithstanding Section 2.2(a) hereof, the parties hereto agree that, on the Facility End Date, upon request of the Purchaser and with the Sellerconsent of the Parent (such consent not to be unreasonably withheld, delayed or conditioned), in lieu of Forward Purchases of all Loans held by the Seller as of such date, Parent shall sell and transfer to the Purchaser (or its designee), or cause to be sold and transferred to the Purchaser (or its designee), and the Purchaser shall purchase (or cause its designee to purchase), all of the membership interests of the Seller (the “Membership Interests”) for an amount and with a value equal to the aggregate Purchase Prices of all Loans held by the Seller as of such date which, for the avoidance of doubt, will be the economic equivalent of the applicable Forward Purchases (such transaction, the Purchaser and the Seller shall use ClearPar to enter into each Forward Purchase hereunder to the extent available for such and commercially reasonable to use for such Forward Purchase. (c) Unless otherwise agreed to by the Purchaser and the Seller, each Forward Purchase “Acquisition”). The Membership Interests so sold pursuant to this Section 2.2 2.2(b) shall be for Forward Purchase Assets with a Purchase Price of at least $5,000,000 transferred to the Purchaser (or, if less, the Purchase Price or its designee) free and clear of all remaining Purchased Loans and Available Unfunded Commitments held by the Seller). All or a portion of any Forward Purchases pursuant to this Section 2.2 Liens, except such Liens as shall be conducted in a manner such that released concurrent with the Purchased Loans held Acquisition. Upon the longest by the Seller will be purchased first; provided, however, that the Purchaser and the Seller may agree in writing to conduct such Forward Purchase on a pro rata basis for all or a portion consummation of the Purchased Loans (or in Acquisition upon such other manner terms as the Purchaser and the Seller may otherwise agree). (d) On the Facility End DateParent deem satisfactory, the Purchaser related Forward Purchases shall be required deemed to purchase all Purchased Loans and assume Available Unfunded Commitments held by have been made without further action on the Seller at a price and subject to such economic terms and provisions determined pursuant to the terms and provisions hereofpart of any party.