Common use of Threshold Value Clause in Contracts

Threshold Value. In accordance with Section 3.1(a) of each of the Blue Owl Carry LPA and the Blue Owl Holdings LPA, the Blue Owl Carry Incentive Units and the Blue Owl Holdings Incentive Units are intended to constitute, at time of issuance, “profits interests” in Blue Owl Carry and Blue Owl Holdings, respectively, within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343. As such, the Blue Owl Carry Incentive Units and the Blue Owl Holdings Incentive Units will have an initial Capital Account of zero and will not be entitled to receive any distributions if, immediately after the issuance of such Blue Owl Incentive Units, Blue Owl Carry and Blue Owl Holdings, respectively, were to sell their assets at fair market value, satisfy applicable liabilities, and distribute the remaining assets in liquidation. Pursuant to Sections 5.1 and 5.2(c) of each of the Blue Owl Carry LPA and the Blue Owl Holdings LPA, subject to the conditions described therein, until such time as any Blue Owl Carry Incentive Unit or Blue Owl Holdings Incentive Unit, as applicable, becomes an “Equitized Class P Series Unit”, as described in the Blue Owl Carry LPA and Blue Owl Holdings LPA, or a Common Unit is issued upon the forfeiture and cancellation of such Incentive Unit, the Capital Accounts with respect to the Blue Owl Carry Incentive Units and the Blue Owl Holdings Incentive Units will be allocated a disproportionately high share of the Net Income of Blue Owl Carry or Blue Owl Holdings, respectively, that is attributable to Net Income of Blue Owl Carry or Blue Owl Holdings, as applicable, that arises from gain related to assets that are “section 197 intangibles” for purposes of Section 197 of the Code (including any such Net Income arising in connection with the “booking up” of partnership Capital Accounts with respect to Blue Owl Carry or Blue Owl Holdings, as applicable, in connection with certain events specified in applicable U.S. Dept. of Treasury Regulations, which events would include certain issuances or redemptions of interests in Blue Owl Carry or Blue Owl Holdings, as applicable), provided for the avoidance of doubt that any “book up” gain that represents a reversal of loss resulting from a previous “booking down” of Partnership assets occurring after, or from depreciation or amortization deductions realized after, the date of grant of the applicable Class P Unit shall be allocated solely to the partners allocated such loss and shall not be allocated in respect of the applicable Blue Owl Carry Incentive Units or Blue Owl Holdings Incentive Units. At such time as a Blue Owl Carry Incentive Unit or a Blue Owl Holdings Incentive Unit has been allocated an amount of Net Income of Blue Owl Carry or Blue Owl Holdings, as applicable, that causes its applicable Capital Account to match the Capital Account with respect to a Common Unit of Blue Owl Carry or Blue Owl Holdings, as applicable, such Blue Owl Carry Incentive Unit or Blue Owl Holdings Incentive Unit, as applicable, will, subject to applicable vesting restrictions, acquire full distribution entitlements (including in respect of a sale or other liquidity event) that match the distribution entitlements of a Common Unit of Blue Owl Carry or Blue Owl Holdings, as applicable. For the avoidance of doubt, none of the Blue Owl Carry, Blue Owl Holdings, or Blue Owl Management Vehicle, nor any partner of any such entity is providing a covenant or guarantee that any Blue Owl Incentive Unit will be treated as a “profits interest” as described in this Section 2.3 and in Section 3.1(a) of each of the Blue Owl Carry LPA and Blue Owl Holdings LPA, respectively.

Threshold Value. In accordance with Section 3.1(a) of each of the Blue Owl Carry LPA and the Blue Owl Holdings LPA, the Blue Owl Carry Incentive Units and the Blue Owl Holdings Incentive Units are intended to constitute, at time of issuance, “profits interests” in Blue Owl Carry and Blue Owl Holdings, respectively, within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343. As such, the Blue Owl Carry Incentive Units and the Blue Owl Holdings Incentive Units will have an initial Capital Account of zero and will not be entitled to receive any distributions if, immediately after the issuance of such Blue Owl Incentive Units, Blue Owl Carry and Blue Owl Holdings, respectively, were to sell their assets at fair market value, satisfy applicable liabilities, and distribute the remaining assets in liquidation. Pursuant to Sections 5.1 and 5.2(c) of each of the Blue Owl Carry LPA and the Blue Owl Holdings LPA, subject to the conditions described therein, until such time as any Blue Owl Carry Holdings Incentive Unit or Blue Owl Holdings Incentive Unit, as applicable, becomes an “Equitized Class P Series Unit”, as described in the Blue Owl Carry LPA and Blue Owl Holdings LPA, or a Common Unit is issued upon the forfeiture and cancellation of such Incentive Unit, the Capital Accounts with respect to the Blue Owl Carry Incentive Units and the Blue Owl Holdings Incentive Units will be allocated a disproportionately high share of the Net Income of Blue Owl Carry or Blue Owl Holdings, respectively, that is attributable to Net Income of Blue Owl Carry or Blue Owl Holdings, as applicable, that arises from gain related to assets that are “section 197 intangibles” for purposes of Section 197 of the Code (including any such Net Income arising in connection with the “booking up” of partnership Capital Accounts with respect to Blue Owl Carry or Blue Owl Holdings, as applicable, in connection with certain events specified in applicable U.S. Dept. of Treasury Regulations, which events would include certain issuances or redemptions of interests in Blue Owl Carry or Blue Owl Holdings, as applicable), provided for the avoidance of doubt that any “book up” gain that represents a reversal of loss resulting from a previous “booking down” of Partnership assets occurring after, or from depreciation or amortization deductions realized after, the date of grant of the applicable Class P Unit shall 2 Note to Draft: To be allocated solely to the partners allocated such loss and shall included if award is not be allocated in respect of the applicable Blue Owl Carry Incentive Units or Blue Owl Holdings Incentive Units. At such time as a Blue Owl Carry Incentive Unit or a Blue Owl Holdings Incentive Unit has been allocated an amount of Net Income of Blue Owl Carry or Blue Owl Holdings, as applicable, that causes its applicable Capital Account to match the Capital Account with respect to a Common Unit of Blue Owl Carry or Blue Owl Holdings, as applicable, such Blue Owl Carry Incentive Unit or Blue Owl Holdings Incentive Unit, as applicable, will, subject to applicable vesting restrictions, acquire full distribution entitlements (including in respect of a sale or other liquidity event) that match the distribution entitlements of a Common Unit of Blue Owl Carry or Blue Owl Holdings, as applicable. For the avoidance of doubt, none of the Blue Owl Carry, Blue Owl Holdings, or Blue Owl Management Vehicle, nor any partner of any such entity is providing a covenant or guarantee that any Blue Owl Incentive Unit will be treated as a “profits interest” as described in this Section 2.3 and in Section 3.1(a) of each of the Blue Owl Carry LPA and Blue Owl Holdings LPA, respectivelyfully vested upon grant.