Accountings. (a) [reserved]. (b) Monthly. Commencing in June 2022, (i) in the case of a month in which there is no Payment Date, not later than the fifteenth day of such month (or, if such day is not a Business Day, the next succeeding Business Day) and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to such Payment Date, the Borrower shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower shall then provide or make available such Monthly Report to the Collateral Agent, the Collateral Administrator Parties, the Services Provider, the Administrative Agent and each Lender, provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent’s website and providing access thereto to such parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined as of (1) in the case of a month in which there is no Payment Date, the last Business Day of the immediately preceding month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such Payment Date: With respect to the Collateral Portfolio: (i) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments, setting forth for each Collateral Obligation the funded amount thereof, all in the relevant Specified Currencies; (ii) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be; (iii) an indication as to the classification of such Collateral Obligation (i.e., first lien, etc.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to the terms of this Agreement; (iv) the owner of such Collateral Obligation; (v) the nature, source and amount of any Proceeds in each of the Transaction Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report; (vi) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under which it falls) and the number, identity and, if applicable, par value of Collateral Acquired by the Borrower since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date); (vii) (a) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Value Adjustment Event occurred, (b) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Value Adjustment Event occurred and the Asset Current Price of such Collateral Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all such Collateral Obligations; (viii) the Acquisition or sale price of each item of Collateral Acquired by the Borrower, in each case since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Services Provider; (ix) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date); (x) determinations made by the Calculation Agent hereunder with respect to Borrowing Base (including the Excess Concentration Amount, Assigned Price, Current FX Rate and Collateral Obligation Notional Amount), in each case as most recently identified by the Calculation Agent to the Borrower and the Collateral Administrator; and (xi) such other information as the Collateral Agent, Services Provider, the Administrative Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower and the Services Provider if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. If any discrepancy exists, the Collateral Agent and the Borrower, or the Services Provider on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement and Margining Agreement (Blue Owl Technology Income Corp.), Credit Agreement (Owl Rock Technology Income Corp.)
Accountings. (a) [reserved]If the Trustee shall not have received any accounting provided for in this Section 10.5 on the first Business Day after the date on which such accounting is due to the Trustee, the Trustee on behalf of the Issuer shall cause such accounting to be made by the applicable Payment Date or Special Payment Date, as the case may be.
(ba) Monthly. Commencing in June 2022March 2015, (i) in the case of a month in which there is no Payment Date, not later than the fifteenth seventh (7th) Business Day prior to the 10th day of such month (or, if such day is not a Business Day, the next succeeding Business Day) and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to such Payment Date, the Borrower Issuer shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral AgentTrustee, the Collateral Administrator PartiesAdministrator, the Services ProviderInvestment Manager and any Holder of the Notes and, upon written request in the Administrative Agent and each Lenderform of Exhibit D attached hereto, by first class mail or electronic mail to any other Noteholder (or its designee), provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral AgentTrustee’s website and providing access thereto to such parties. Such written request from a Noteholder (or its designee) may be submitted directly to the Trustee, and the Trustee shall forward such written request to the Issuer for processing. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined as of (1) in the case of a month in which there is no Payment Date, the last Business Day 10th day of the immediately preceding applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such Payment Date: :
(i) With respect to the Collateral Portfolio:
(iA) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments, setting forth for each Collateral Obligation the funded amount thereof, all in the relevant Specified Currencies;
(iiB) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; ;
(C) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(iiiD) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and and
(E) whether such each Collateral Obligation has been designated as a “Private AssetCollateral Obligation” or a “Non-Private AssetPublic Collateral Obligation” pursuant to the terms of this AgreementSection 12.2(a);
(iv) the owner of such Collateral Obligation;
(vii) the nature, source and amount of any Proceeds in each of the Transaction Issuer Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report;
(viiii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under Article XII under which it falls) and the number, identity and, if applicable, par value of Collateral Acquired acquired by the Borrower Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(vii) (a) the identity of each Collateral Obligation as to which became a Value Adjustment Event has occurred Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Value Adjustment Event occurredCollateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation as to which that is a Value Adjustment Event has occurred Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Value Adjustment Event occurred Collateral Obligation became a Defaulted Obligation and the Asset Current Price Market Value of such Collateral Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all such Collateral Defaulted Obligations;
(viiiv) the Acquisition purchase or sale price of each item of Collateral Acquired acquired by the BorrowerIssuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each item of Collateral sold by the Issuer, in each case case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower Issuer or the Services ProviderInvestment Manager;
(ix) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(x) determinations made by the Calculation Agent hereunder with respect to Borrowing Base (including the Excess Concentration Amount, Assigned Price, Current FX Rate and Collateral Obligation Notional Amount), in each case as most recently identified by the Calculation Agent to the Borrower and the Collateral Administrator; and
(xivii) such other information as the Collateral AgentTrustee, Services Provider, the Administrative Agent Investment Manager or the Requisite Lenders Majority of the Noteholders may reasonably request regarding the Loans Notes and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent Trustee shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower Issuer and the Services Provider Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent Trustee in its records and detail any discrepancies. If In the event that any discrepancy exists, the Collateral Agent Trustee and the BorrowerIssuer, or the Services Provider Investment Manager on behalf of the BorrowerIssuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower Issuer shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral AgentTrustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral AgentTrustee’s records, the Monthly Report or the Collateral AgentTrustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this AgreementIndenture.
Appears in 1 contract
Samples: Indenture (FS Investment Corp II)
Accountings. (a) [reserved]If the Trustee shall not have received any accounting provided for in this Section 10.5 on the first Business Day after the date on which such accounting is due to the Trustee, the Trustee on behalf of the Issuer shall cause such accounting to be made by the applicable Payment Date or Special Payment Date, as the case may be.
(ba) Monthly. Commencing in June 2022January 2013, (i) in the case of a month in which there is no Payment Date, not later than the fifteenth seventh (7th) Business Day after the 17th day of such month (or, if such day is not a Business Day, the next succeeding Business Day) and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to such Payment Date, the Borrower Issuer shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral AgentTrustee, the Collateral Administrator PartiesAdministrator, the Services ProviderCollateral Manager and any Holder of the Class A Notes and, upon written request in the Administrative Agent and each Lenderform of Exhibit D attached hereto, by first-class mail or electronic mail to any other Noteholder (or its designee), provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral AgentTrustee’s website and providing access thereto to such parties. Such written request from a Noteholder (or its designee) may be submitted directly to the Trustee, and the Trustee shall forward such written request to the Issuer for processing. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined as of (1) in the case of a month in which there is no Payment Date, the last Business Day 10th day of the immediately preceding applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such Payment Date: :
(i) With respect to the Collateral Portfolio:
(iA) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments, setting forth for each Collateral Obligation the funded amount thereof, all in the relevant Specified Currencies;
(iiB) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; ;
(C) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(iiiD) an the identity of each Collateral Obligation and Eligible Investment that has been placed on watch by any Rating Agency and the watch list status;
(E) the S&P Recovery Rate for each Collateral Obligation; and
(F) An indication as to the classification of whether each such Collateral Obligation is (i.e.1) a Senior Secured Loan, first lien(2) a Second Lien Loan, etc.(3) a Senior Unsecured Loan, (4) a Defaulted Obligation, (5) a Participation (indicating the related Selling Institution and its ratings by each Rating Agency); and , (6) a Subordinated Loan, (7) a Fixed Rate Collateral Obligation, (8) a DIP Loan, (9) a First Lien Last Out Loan, (10) a Deferrable Obligation (indicating whether such Collateral Deferrable Obligation has been designated as is a “Private Asset” Deferring Obligation) or (11) a “Non-Private Asset” pursuant to the terms of this Agreement;
(iv) the owner of such Collateral LIBOR Floor Obligation;
(vii) the nature, source and amount of any Proceeds in each of the Transaction Issuer Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report;
(viiii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under Article XII under which it falls) and the number, identity and, if applicable, par value of Collateral Acquired acquired by the Borrower Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(viiiv) (a) the identity of each Collateral Obligation as to which became a Value Adjustment Event has occurred Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Value Adjustment Event occurredCollateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation as to which that is a Value Adjustment Event has occurred Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Value Adjustment Event occurred Collateral Obligation became a Defaulted Obligation and the Asset Current Price Market Value of such Collateral Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all such Collateral Defaulted Obligations;
(viiiv) the Acquisition purchase or sale price of each item of Collateral Acquired acquired by the BorrowerIssuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each item of Collateral sold by the Issuer, in each case case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower Issuer or the Services ProviderCollateral Manager;
(vi) the Coverage Tests and whether the Coverage Tests are satisfied;
(vii) the Class A Par Value Ratio;
(viii) (1) the Minimum Weighted Average Fixed Rate Coupon, the Weighted Average Fixed Rate Coupon and whether the Minimum Weighted Average Fixed Rate Coupon Test is satisfied, and (2) the Minimum Weighted Average Floating Spread, the Weighted Average Floating Spread and whether the Minimum Weighted Average Floating Spread Test is satisfied;
(ix) the level at which each of the criteria of the Concentration Limitations is satisfied, the calculation of each of the criteria of the Concentration Limitations and whether each of the criteria satisfies the Concentration Limitations;
(x) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date), (B) the Xxxxx’x rating and S&P rating of such Collateral Obligation prior to such upgrade or downgrade, as applicable, and (BC) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(xxi) determinations made by the Calculation Agent hereunder percentage of the Aggregate Principal Amount of the Collateral Portfolio that consists of Participations with Selling Institutions falling into the rating category set forth in the definition of the term “Selling Institution”;
(xii) with respect to Borrowing Base the determination of the “Market Value” of any Collateral Obligation, the identity of the dealers from which the Collateral Manager tried to obtain bids;
(including the Excess Concentration Amount, Assigned Price, Current FX Rate and Collateral Obligation Notional Amount), in each case as most recently identified by the Calculation Agent xiii) with respect to the Borrower and S&P CDO Monitor Test:
(1) the Collateral AdministratorWeighted Average Life; and
(xi2) the data produced by the test result page of the S&P CDO Monitor Test; and
(xiv) such other information as the Trustee, Collateral Agent, Services Provider, the Administrative Agent Manager or the Requisite Lenders Majority of the Controlling Class may reasonably request regarding the Loans Class A Notes and the Collateral therefor. On the same date that the Monthly Report is delivered, the Issuer shall cause to be made available to S&P the Excel Default Model Input File (provided that the specific parameters identified by S&P have been delivered to the Issuer) and an electronic file containing the list of collateral, in each case determined as of the Monthly Report; provided, however, that if a Payment Date occurs in such month, such determination shall be made as of the Determination Date for such Payment Date and such information shall be delivered one Business Day before such Payment Date. Upon receipt of each Monthly Report, the Collateral Agent Trustee shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower Issuer and the Services Provider Collateral Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent Trustee in its records and detail any discrepancies. If In the event that any discrepancy exists, the Collateral Agent Trustee and the BorrowerIssuer, or the Services Provider Collateral Manager on behalf of the BorrowerIssuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower Trustee shall appoint, within five Business Days, an Days cause the Independent accountant accountants appointed by the Issuer pursuant to Section 10.7 to review such Monthly Report and the Collateral AgentTrustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral AgentTrustee’s records, the Monthly Report or the Collateral AgentTrustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this AgreementIndenture.
Appears in 1 contract
Samples: Indenture (FS Investment Corp II)
Accountings. (a) [reserved].
(b) Monthly. Commencing in June 2022December 2021, (i) in the case of a month in which there is no Payment Date, not later than the fifteenth day of such month (or, if such day is not a Business Day, the next succeeding Business Day) and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to such Payment Date, the Borrower shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower shall then provide or make available such Monthly Report to the Collateral Agent, the Collateral Administrator Parties, the Services Provider, the Administrative Agent and each Lender, provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent’s website and providing access thereto to such parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined as of (1) in the case of a month in which there is no Payment Date, the last Business Day of the immediately preceding month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such Payment Date: With respect to the Collateral Portfolio:
(i) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments, setting forth for each Collateral Obligation the funded amount thereof, all in the relevant Specified Currencies;
(ii) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(iii) an indication as to the classification of such Collateral Obligation (i.e., first lien, etc.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to the terms of this Agreement;
(iv) the owner of such Collateral Obligation;
(v) the nature, source and amount of any Proceeds in each of the Transaction Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report;
(vi) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under which it falls) and the number, identity and, if applicable, par value of Collateral Acquired by the Borrower since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(vii) (a) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Value Adjustment Event occurred, (b) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Value Adjustment Event occurred and the Asset Current Price of such Collateral Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all such Collateral Obligations;
(viii) the Acquisition or sale price of each item of Collateral Acquired by the Borrower, in each case since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Services Provider;
(ix) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(x) determinations made by the Calculation Agent hereunder with respect to Borrowing Base (including the Excess Concentration Amount, Assigned Price, Current FX Rate and Collateral Obligation Notional Amount), in each case as most recently identified by the Calculation Agent to the Borrower and the Collateral Administrator; and
(xi) such other information as the Collateral Agent, Services Provider, the Administrative Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower and the Services Provider if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. If any discrepancy exists, the Collateral Agent and the Borrower, or the Services Provider on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Blue Owl Technology Finance Corp.)
Accountings. (a) [reserved]If the Trustee shall not have received any accounting provided for in this Section 10.5 on the first Business Day after the date on which such accounting is due to the Trustee, the Trustee on behalf of the Issuer shall cause such accounting to be made by the applicable Payment Date or Special Payment Date, as the case may be.
(ba) Monthly. Commencing in June 2022September 2011, (i) in the case of a month in which there is no Payment Date, not later than the fifteenth sixth (6th) Business Day after the 28th day of such month (or, if such day is not a Business Day, the next succeeding Business Day) and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to such Payment Date, the Borrower Issuer shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral AgentTrustee, the Collateral Administrator PartiesAdministrator, the Services ProviderCollateral Manager and any Holder of the Class A Notes and, upon written request in the Administrative Agent and each Lenderform of Exhibit D attached hereto, by first class mail or electronic mail to any other Noteholder (or its designee), provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral AgentTrustee’s website and providing access thereto to such parties. Such written request from a Noteholder (or its designee) may be submitted directly to the Trustee, and the Trustee shall forward such written request to the Issuer for processing. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined as of (1) in the case of a month in which there is no Payment Date, the last Business Day 20th day of the immediately preceding applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such Payment Date: :
(i) With respect to the Collateral Portfolio:
(iA) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments, setting forth for each Collateral Obligation the funded amount thereof, all in the relevant Specified Currencies;
(iiB) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; ;
(C) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(iiiD) an the identity of each Collateral Obligation and Eligible Investment that has been placed on watch by any Rating Agency and the watch list status;
(E) the S&P Recovery Rate for each Collateral Obligation; and
(F) An indication as to the classification of whether each such Collateral Obligation is (i.e.1) a Senior Secured Loan, first lien(2) a Second Lien Loan, etc.(3) a Senior Unsecured Loan, (4) a Defaulted Obligation, (5) a Participation (indicating the related Selling Institution and its ratings by each Rating Agency), (6) a Subordinated Loan, (7) a Fixed Rate Collateral Obligation; and (8) a DIP Loan; (9) a First Lien Last Out Loan, (10) a Deferrable Obligation (indicating whether such Collateral Deferrable Obligation has been designated as is a “Private Asset” Deferring Obligation) or (11) a “Non-Private Asset” pursuant to the terms of this Agreement;
(iv) the owner of such Collateral LIBOR Floor Obligation;
(vii) the nature, source and amount of any Proceeds in each of the Transaction Issuer Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report;
(viiii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under Article XII under which it falls) and the number, identity and, if applicable, par value of Collateral Acquired acquired by the Borrower Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(viiiv) (a) the identity of each Collateral Obligation as to which became a Value Adjustment Event has occurred Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Value Adjustment Event occurredCollateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation as to which that is a Value Adjustment Event has occurred Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Value Adjustment Event occurred Collateral Obligation became a Defaulted Obligation and the Asset Current Price Market Value of such Collateral Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all such Collateral Defaulted Obligations;
(viiiv) the Acquisition purchase or sale price of each item of Collateral Acquired acquired by the BorrowerIssuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each item of Collateral sold by the Issuer, in each case case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower Issuer or the Services ProviderCollateral Manager;
(vi) the Coverage Tests and whether the Coverage Tests are satisfied;
(vii) the Class A Par Value Ratio;
(viii) (1) the Minimum Weighted Average Fixed Rate Coupon, the Weighted Average Fixed Rate Coupon and whether the Minimum Weighted Average Fixed Rate Coupon Test is satisfied, and (2) the Minimum Weighted Average Floating Spread, the Weighted Average Floating Spread and whether the Minimum Weighted Average Floating Spread Test is satisfied;
(ix) the level at which each of the criteria of the Concentration Limitations is satisfied, the calculation of each of the criteria of the Concentration Limitations and whether each of the criteria satisfies the Concentration Limitations;
(A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date), (B) the Xxxxx’x rating and S&P rating of such Collateral Obligation prior to such upgrade or downgrade, as applicable, and (BC) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(xxi) determinations made by the Calculation Agent hereunder percentage of the Aggregate Principal Amount of the Collateral Portfolio that consists of Participations with Selling Institutions falling into the rating category set forth in the definition of the term “Selling Institution”;
(xii) with respect to Borrowing Base the determination of the “Market Value” of any Collateral Obligation, the identity of the dealers from which the Collateral Manager tried to obtain bids;
(including the Excess Concentration Amount, Assigned Price, Current FX Rate and Collateral Obligation Notional Amount), in each case as most recently identified by the Calculation Agent xiii) with respect to the Borrower and S&P CDO Monitor Test:
(1) the Collateral AdministratorWeighted Average Life; and
(xi2) the data produced by the test result page of the S&P CDO Monitor Test; and
(xiv) such other information as the Trustee, Collateral Agent, Services Provider, the Administrative Agent Manager or the Requisite Lenders Majority of the Controlling Class may reasonably request regarding the Loans Class A Notes and the Collateral therefor. On the same date that the Monthly Report is delivered, the Issuer shall cause to be made available to S&P the Excel Default Model Input File (provided that the specific parameters identified by S&P have been delivered to the Issuer) and an electronic file containing the list of collateral, in each case determined as of the Monthly Report; provided, however, that if a Payment Date occurs in such month, such determination shall be made as of the Determination Date for such Payment Date and such information shall be delivered one Business Day before such Payment Date. Upon receipt of each Monthly Report, the Collateral Agent Trustee shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower Issuer and the Services Provider Collateral Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent Trustee in its records and detail any discrepancies. If In the event that any discrepancy exists, the Collateral Agent Trustee and the BorrowerIssuer, or the Services Provider Collateral Manager on behalf of the BorrowerIssuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower Trustee shall appoint, within five Business Days, an Days cause the Independent accountant accountants appointed by the Issuer pursuant to Section 10.7 to review such Monthly Report and the Collateral AgentTrustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral AgentTrustee’s records, the Monthly Report or the Collateral AgentTrustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this AgreementIndenture.
Appears in 1 contract
Samples: Indenture (FS Investment CORP)
Accountings. (a) [reserved].
(b) Monthly. Commencing in June 2022, Not later than (i) in the case of a month in which there is no Payment DateJanuary 20, not later than the fifteenth day of such month (or, if such day is not a Business Day, the next succeeding Business Day) 2023 and (ii) in the case of a month in which there is a Payment Date, one two Business Day Days prior to the 2425th day of each calendar month, beginning with JanuaryFebruary 2023 (such Payment Datedate, the Borrower “Monthly Reporting Date”), the Collateral Manager shall compile, or cause compile and provide to be compiledthe Agents and the Lenders, a monthly report (the each, a “Monthly Report”) in accordance with this Section 8.06. The Collateral Manager shall compile and the Borrower shall then provide or make available such Monthly Report to the Collateral AgentAdministrator and the Administrative Agent a loan data file (the “Data File”) for the previous monthly period ending on the Monthly Report Determination Date (containing such information agreed upon by the Collateral Manager, the Collateral Administrator Parties, and the Services Provider, Administrative Agent). The Collateral Manager shall provide (or cause to be provided) the Data File to the Collateral Administrator and the Administrative Agent at least six(x) four (4) Business Days prior to the January 2023 Monthly Reporting Date and each Lender(y) five (65) Business Days prior to theany subsequent Monthly Reporting Date. The Collateral Administrator shall use commercially reasonable efforts to review and, based solely on the Data File provided that a Monthly Report may be provided to by the Collateral Manager, confirm the calculations in clauses (i) through (xii) below made by the Collateral Manager in any such party by posting such Monthly Report for such calendar month, within twothree (23) Business Days of the receipt thereof and shall review and verify the Monthly Report to ensure that it is complete on its face and, based solely on the Collateral Agent’s website and providing access thereto to information provided on the related Data File, that the following items in such parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined as of (1) in the case of a month in which there is no Payment Date, the last Business Day of the immediately preceding month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such Payment Date: With respect to the Collateral Portfolio:
(i) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments, setting forth for each Collateral Obligation the funded amount thereof, all in the relevant Specified Currencies;
(ii) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(iii) an indication as to the classification of such Collateral Obligation (i.e., first lien, etc.); and whether such Collateral Obligation has have been designated as a “Private Asset” or a “Non-Private Asset” pursuant to the terms of this Agreement;
(iv) the owner of such Collateral Obligation;
(v) the nature, source and amount of any Proceeds in each of the Transaction Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report;
(vi) the number, identity andaccurately calculated, if applicable, principal amount of any and reported: (i) Aggregate Collateral that was released for sale or other disposition Balance, (specifying the category of permitted sales under which it fallsii) and the numberBorrowing Base, identity and(iii) Excess Concentration Amount, if applicable(iv) Maximum Available Amount, par value of (v) Net Aggregate Exposure Amount, (vi) each Collateral Acquired by the Borrower since the date of determination of the last Monthly Report (orQuality Test, in the case of the first Monthly Report, since the Closing Date);
(vii) (a) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred since the date of determination of the last Monthly Report (orCoverage Test, in the case of the first Monthly Report, since the Closing Date) and the date on which such Value Adjustment Event occurred, (b) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Value Adjustment Event occurred and the Asset Current Price of such Collateral Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all such Collateral Obligations;
(viii) the Acquisition or sale price of each item of Collateral Acquired by the BorrowerMaximum Advance Rate Default Test, in each case since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Services Provider;
(ix) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (orDefault Ratio, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(x) determinations made by the Calculation Agent hereunder with respect completion of Priority of Payments pursuant to Borrowing Base (including the Excess Concentration Amount, Assigned Price, Current FX Rate and Collateral Obligation Notional AmountSection 9.01(a), in each case as most recently identified by the Calculation Agent to the Borrower and the Collateral Administrator; and
(xi) such other information as the Collateral AgentInterest Collection Account, Services Provider, the Administrative Agent or the Requisite Lenders may reasonably request regarding the Loans Principal Collection Account and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower and the Services Provider if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. If any discrepancy exists, the Collateral Agent and the Borrower, or the Services Provider on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.Revolving Reserve 750499896 22723957
Appears in 1 contract
Accountings. (a) [reserved].
(b) Monthly. Commencing in June 2022, (i) in Prior to or on the case of a month in which there is no Payment Date, not later than the fifteenth day of such month (or, if such day is not a Business Day, the next succeeding Business Day) and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to such Payment Monthly Reporting Date, the Borrower Collateral Manager shall compile (or shall cause the Collateral Administrator to compile) and provide to the Agents, or cause to be compiledthe Backup Collateral Manager and the Lenders, a monthly report (the each, a “Monthly Report”) in accordance with this Section 8.06. The Collateral Manager shall compile and provide to the Collateral Administrator, the Backup Collateral Manager and the Borrower Administrative Agent a loan data file (the “Data File”) for the previous monthly period ending on the Monthly Report Determination Date (containing such information agreed upon by the Collateral Manager and the Administrative Agent). The Collateral Manager shall then provide (or make available cause to be provided) the Data File to the Collateral Administrator at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Administrator shall use commercially reasonable efforts to review and, based solely on the Data File provided (or caused to be provided) by the Collateral Manager, confirm the calculations in clauses (i) through (xii) below made by the Collateral Manager in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof. The Collateral Administrator shall review the Monthly Report to ensure that it is complete on its face and, based solely on the information provided on the related Data File, that the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (i) Aggregate Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Collateral Quality Test, (vi) each Coverage Test, (vii) Default Ratio, (viii) Delinquency Ratio, (ix) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a) (which may be compiled by the Collateral AgentAdministrator), (x) Interest Collection Subaccount, Principal Collection Subaccount and Revolving Reserve Account balances, (xi) completion of fields in the loan list per the form of the Monthly Report and (xii) other information as may be mutually agreed upon by the Collateral Manager, the Collateral Administrator Partiesand the Administrative Agent. Upon receipt of such confirmation (or report showing discrepancies) from the Collateral Administrator and in any event by no later than the Monthly Reporting Date, the Services ProviderCollateral Manager shall compile and provide (or cause to be compiled and provided) to the Collateral Administrator, the Administrative Agent Agents, the Custodian, the Backup Collateral Manager and each Lenderthe Lenders the Monthly Report. As used herein, provided that a the “Monthly Report may be provided Determination Date” with respect to any such party by posting such Monthly Report on calendar month will be the Collateral Agent’s website and providing access thereto to such partieslast day of the previous calendar month. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the CollateralCollateral Loans and Eligible Investments included in the Collateral set forth in Part 1 of Schedule 2, and shall be determined as of (1) in the case of a month in which there is no Payment Date, the last Business Day of the immediately preceding month and (2) in the case of a month in which there is a Payment Date, the Monthly Report Determination Date for such Payment Date: With respect to calendar month. In addition, the Collateral Portfolio:
(i) Manager shall provide together with each Data File and with the Aggregate Principal Amount delivery of the Collateral Obligations and the Eligible Investmentseach Monthly Report a copy of each amendment, setting forth modification or waiver under any Related Document for each Collateral Obligation the funded amount thereofLoan that constitutes a Material Modification, all together with each other amendment, modification or waiver under any Related Document for each Collateral Loan that, in the relevant Specified Currencies;
(ii) the Principal BalanceCollateral Manager’s reasonable judgment, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(iii) an indication as are material in relation to the classification of such Collateral Obligation (i.e.related Obligor, first lien, etc.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to the terms of this Agreement;
(iv) the owner of such Collateral Obligation;
(v) the nature, source and amount of any Proceeds in each of case that became effective during the Transaction Accounts including one month period ending on the Interest Proceeds and Principal Proceeds (stating separately Monthly Report Determination Date for the amount of Sale Proceeds), received since the date of determination of the last Monthly Report;
(vi) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under which it falls) and the number, identity and, if applicable, par value of Collateral Acquired by the Borrower since the date of determination of the last immediately prior Monthly Report (or, in the case respect of the first Monthly Report, since the Closing Date);
(vii) (a) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since from the Closing Date) and the date on which such Value Adjustment Event occurred, (b) the identity together with a listing of each Collateral Obligation as to which a Value Adjustment Event has occurred as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Value Adjustment Event occurred and the Asset Current Price of such Collateral Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all such Collateral Obligations;
(viii) the Acquisition or sale price of each item of Collateral Acquired by the Borrower, in each case since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Services Provider;
(ix) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(x) determinations made by the Calculation Agent hereunder Loan with respect to Borrowing Base (including which one of the Excess Concentration Amountforegoing amendments, Assigned Price, Current FX Rate modifications or waivers is being provided. Provided that the Payment Date Reports are prepared and Collateral Obligation Notional Amount), in each case as most recently identified by the Calculation Agent delivered on a monthly basis pursuant to the Borrower and the Collateral Administrator; and
(xiSection 8.06(b) such other information as the Collateral Agent, Services Provider, the Administrative Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Reportbelow, the Collateral Agent Manager shall compare the information contained therein not be required to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower and the Services Provider if the information contained in the deliver a separate Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. If any discrepancy exists, the Collateral Agent and the Borrower, or the Services Provider on behalf of the Borrower, shall attempt to resolve the discrepancy. If for such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreementmonth.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Accountings. (a) [reserved]If the Trustee shall not have received any accounting provided for in this Section 10.5 on the first Business Day after the date on which such accounting is due to the Trustee, the Trustee on behalf of the Issuer shall cause such accounting to be made by the applicable Payment Date or Special Payment Date, as the case may be.
(ba) Monthly. Commencing in June 2022September 2011, (i) in the case of a month in which there is no Payment Date, not later than the fifteenth sixth (6th) Business Day after the 28th day of such month (or, if such day is not a Business Day, the next succeeding Business Day) and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to such Payment Date, the Borrower Issuer shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral AgentTrustee, the Collateral Administrator PartiesAdministrator, the Services ProviderCollateral Manager and any Holder of the Class A Notes and, upon written request in the Administrative Agent and each Lenderform of Exhibit D attached hereto, by first class mail or electronic mail to any other Noteholder (or its designee), provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral AgentTrustee’s website and providing access thereto to such parties. Such written request from a Noteholder (or its designee) may be submitted directly to the Trustee, and the Trustee shall forward such written request to the Issuer for processing. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined as of (1) in the case of a month in which there is no Payment Date, the last Business Day 20th day of the immediately preceding applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such Payment Date: :
(i) With respect to the Collateral Portfolio:
(iA) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments, setting forth for each Collateral Obligation the funded amount thereof, all in the relevant Specified Currencies;
(iiB) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended)date, issuer of each Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; ;
(C) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be; and
(D) the identity of each Collateral Obligation and Eligible Investment that has been placed on watch by any Rating Agency and the watch list status;
(iii) an indication as to the classification of such Collateral Obligation (i.e., first lien, etc.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to the terms of this Agreement;
(iv) the owner of such Collateral Obligation;
(vii) the nature, source and amount of any Proceeds in each of the Transaction Issuer Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report;
(viiii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under Article XII under which it falls) and the number, identity and, if applicable, par value of Collateral Acquired acquired by the Borrower Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(viiiv) (a) the identity of each Collateral Obligation as to which became a Value Adjustment Event has occurred Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Value Adjustment Event occurredCollateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation as to which that is a Value Adjustment Event has occurred Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Value Adjustment Event occurred Collateral Obligation became a Defaulted Obligation and the Asset Current Price Market Value of such Collateral Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all such Collateral Defaulted Obligations;
(viiiv) the Acquisition purchase or sale price of each item of Collateral Acquired acquired by the BorrowerIssuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each item of Collateral sold by the Issuer, in each case case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower Issuer or the Services ProviderCollateral Manager;
(vi) the Coverage Tests and whether the Coverage Tests are satisfied;
(vii) the Class A Par Value Ratio;
(viii) the level at which each of the criteria of the Concentration Limitations is satisfied, the calculation of each of the criteria of the Concentration Limitations and whether each of the criteria satisfies the Concentration Limitations;
(ix) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date), (B) the Xxxxx’x rating and S&P rating of such Collateral Obligation prior to such upgrade or downgrade, as applicable, and (BC) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(x) determinations made by the Calculation Agent hereunder percentage of the Aggregate Principal Amount of the Collateral Portfolio that consists of Participations with Selling Institutions falling into the rating category set forth in the definition of the term “Selling Institution”;
(xi) with respect to Borrowing Base (including the Excess Concentration Amountdetermination of the “Market Value” of any Collateral Obligation, Assigned Price, Current FX Rate and Collateral Obligation Notional Amount), in each case as most recently identified by the Calculation Agent to identity of the Borrower and dealers from which the Collateral AdministratorManager tried to obtain bids; and
(xixii) such other information as the Trustee, Collateral Agent, Services Provider, the Administrative Agent Manager or the Requisite Lenders Majority of the Controlling Class may reasonably request regarding the Loans Class A Notes and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent Trustee shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower Issuer and the Services Provider Collateral Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent Trustee in its records and detail any discrepancies. If In the event that any discrepancy exists, the Collateral Agent Trustee and the BorrowerIssuer, or the Services Provider Collateral Manager on behalf of the BorrowerIssuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower Trustee shall appoint, within five Business Days, an Days cause the Independent accountant accountants appointed by the Issuer pursuant to Section 10.7 to review such Monthly Report and the Collateral AgentTrustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral AgentTrustee’s records, the Monthly Report or the Collateral AgentTrustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this AgreementIndenture.
Appears in 1 contract
Samples: Indenture (FS Investment CORP)
Accountings. (a) [reserved].
(b) Monthly. Commencing in June 2022, (i) in the case of a month in which there is no Payment Date, not later than the fifteenth day of such month (or, if such day is not a Business Day, the next succeeding Business Day) and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to such Payment Date, the Borrower shall compile, Distributor will render or cause to be compiledrendered to Producer and his attorney, a report PRODUCERS ATTORNEY, quarterly accounting statements commencing 45 days after the first quarter after the initial release of the Picture takes place in any portion of the territory, for the first year of this agreement. Thereafter, quarterly statements will be made within forty-five (the “Monthly Report”45) and the Borrower shall then provide or make available such Monthly Report to the Collateral Agent, the Collateral Administrator Parties, the Services Provider, the Administrative Agent and each Lender, provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent’s website and providing access thereto to such parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined as of (1) in the case of a month in which there is no Payment Date, days after the last Business Day day of the immediately preceding month Distributor's then current fiscal accounting period. All monies due and (2) in the case of a month in which there is a Payment Date, the Determination Date for such Payment Date: With respect payable to the Collateral Portfolio:
(i) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments, setting forth for each Collateral Obligation the funded amount thereof, all in the relevant Specified Currencies;
(ii) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(iii) an indication as to the classification of such Collateral Obligation (i.e., first lien, etc.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to the terms of this Agreement;
(iv) the owner of such Collateral Obligation;
(v) the nature, source and amount of any Proceeds in each of the Transaction Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report;
(vi) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under which it falls) and the number, identity and, if applicable, par value of Collateral Acquired by the Borrower since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(vii) (a) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Value Adjustment Event occurred, (b) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Value Adjustment Event occurred and the Asset Current Price of such Collateral Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all such Collateral Obligations;
(viii) the Acquisition or sale price of each item of Collateral Acquired by the Borrower, in each case since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Services Provider;
(ix) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(x) determinations made by the Calculation Agent hereunder with respect to Borrowing Base (including the Excess Concentration Amount, Assigned Price, Current FX Rate and Collateral Obligation Notional Amount), in each case as most recently identified by the Calculation Agent to the Borrower and the Collateral Administrator; and
(xi) such other information as the Collateral Agent, Services Provider, the Administrative Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower and the Services Provider if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. If any discrepancy exists, the Collateral Agent and the Borrower, or the Services Provider on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations Producer pursuant to this AgreementAgreement will be paid simultaneously with the rendering of such statements. A copy of every statement shall be sent to: FAX NUMBER OF RECIPIENT OF COURTESY COPY, at ADDRESS OF COURTESY COPY RECIPIENT, with the original and any payments sent to PRODUCTION COMPANY c/o PRODUCTION COMPANY OFFICER, STREET ADDRESS, CITY, STATE AND ZIP CODE. Payments shall be made payable to ____________________________________________.
b) Producer will be deemed to have consented to all accountings rendered by Distributor or its assignees, or successors and all such statements will be binding upon Producer unless specific objections in writing, stating the basis thereof, is given by Producer.
c) Distributor shall keep and maintain at its office in CITY WHERE DISTRIBUTOR IS LOCATED, STATE WHERE DISTRIBUTOR IS LOCATED, until expiration of the Term and for a period of five (5) years thereafter, complete detailed, permanent, true and accurate books of account and records relating to the distributing and exhibition of the Picture, including, but not limited to, detailed collections and sales by country and/or buyer, detailed xxxxxxxx thereon, detailed playdates thereof, detailed records of expenses that have been deducted from collections received from the exploitation of the Picture, and the whereabouts of prints, trailers, accessories and other material in connection with the Picture. Records shall be kept in accordance with Generally Accepted Accounting Principles (GAAP). Producer shall be entitled to inspect such books and records of Distributor relating to the Picture during regular business hours and shall be entitled to audit such books and records of Distributor relating to the Picture upon 10 business days, written notice to Distributor and provided that not more one audit is conducted every twelve months during each calendar year and further provided that such audit shall last not more than ten consecutive business days once begun and does not interfere with Distributor's normal operations. Within Thirty (30) days of the completion of the audit, Producer will furnish Distributor with a copy of said audit. In the event that the audit discloses that Producer has been underpaid $5,000.00 or more, Distributor shall reimburse Producer for all audit costs. Otherwise, all audit expenses shall be borne by Producer.
d) Relationship Between Parties: Distributor will hold the Producer's portion of Gross receipts in trust for Producer. This agreement will not constitute a partnership or joint venture between Distributor and Producer, and neither of the parties will become bound or liable because of any representations, acts or omissions of the other party hereto.
Appears in 1 contract
Samples: Distribution Agreement
Accountings. (a) [reserved].
(b) Monthly. Commencing in June 2022, (i) in the case of a month in which there is no Payment Date, not Not later than the fifteenth 15th calendar day of such month (or, if such day is not a Business Day, on the next succeeding Business Day) of each calendar month (other than January, April, July and October and commencing in November 2024, the Issuer shall compile and make available (iior cause to be compiled and made available) to the Rating Agency, the Collateral Trustee, the Collateral Manager, the Initial Purchaser and, upon written request therefor, to any Holder shown on the Register and, upon written notice to the Collateral Trustee in the case form of Exhibit C, any beneficial owner of Debt, a monthly report on a trade date basis (each such report a "Monthly Report"). As used herein, the "Monthly Report 213 Determination Date" with respect to any calendar month in which there is a Payment Date, one will be the 8th Business Day prior to the 15th calendar day (or, if such Payment Dateday is not a Business Day, the Borrower shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower shall then provide or make available such Monthly Report to the Collateral Agent, the Collateral Administrator Parties, the Services Provider, the Administrative Agent and each Lender, provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent’s website and providing access thereto to next succeeding Business Day) of such partiescalendar month. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the CollateralCollateral Obligations and Eligible Investments included in the Assets, and shall be determined as of (1) in the case of a month in which there is no Payment Date, the last Business Day of the immediately preceding month and (2) in the case of a month in which there is a Payment Date, the Monthly Report Determination Date for such Payment Date: With respect to the Collateral Portfoliocalendar month:
(i) the Aggregate Principal Amount Balance of the Collateral Obligations and the Eligible Investments, setting forth for each Collateral Obligation the funded amount thereof, all in the relevant Specified Currencies;Investments representing Principal Proceeds.
(ii) the Adjusted Collateral Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer Amount of each Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;Obligations.
(iii) an indication as to the classification Collateral Principal Amount of such Collateral Obligation (i.e., first lien, etcObligations.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to the terms of this Agreement;
(iv) the owner A list of Collateral Obligations, including, with respect to each such Collateral Obligation, the following information:
(A) The Obligor thereon (including the issuer ticker, if any);
(vB) the nature, source and amount of any Proceeds in each of the Transaction Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report;
(vi) the The number, identity and, if applicable, principal amount the CUSIP number, the LoanX ID, the Bloomberg Loan ID, FIGI, ISIN, or other applicable identification number thereof;
(C) The Principal Balance thereof (which, for the avoidance of doubt, excludes (x) any Collateral accrued interest that was released for sale or other disposition purchased with Principal Xxxxxxxx and (specifying the category of permitted sales under which it fallsy) and the number, identity and, if applicable, par value of Collateral Acquired by the Borrower since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Dateany capitalized interest);
(viiD) (a) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred since the date of determination The percentage of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Value Adjustment Event occurred, (b) the identity of each aggregate Collateral Obligation as to which a Value Adjustment Event has occurred as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Value Adjustment Event occurred and the Asset Current Price of Principal Amount represented by such Collateral Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all such Collateral ObligationsObligation;
(viii) the Acquisition or sale price of each item of Collateral Acquired by the Borrower, in each case since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Services Provider;
(ix) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(x) determinations made by the Calculation Agent hereunder with respect to Borrowing Base (including the Excess Concentration Amount, Assigned Price, Current FX Rate and Collateral Obligation Notional Amount), in each case as most recently identified by the Calculation Agent to the Borrower and the Collateral Administrator; and
(xi) such other information as the Collateral Agent, Services Provider, the Administrative Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower and the Services Provider if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. If any discrepancy exists, the Collateral Agent and the Borrower, or the Services Provider on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.
Appears in 1 contract
Accountings. (a) [reserved].
(b) Monthly. Commencing in June 2022, (i) in the case of a month in which there is no Payment Date, not Not later than the fifteenth 27th calendar day of such month (or, if such day is not a Business Day, on the next succeeding Business Day) of each calendar month (other than January, April, July and (iiOctober in each year) and commencing in the case of a month in which there is a Payment Date, one Business Day prior to such Payment DateJuly 2022, the Borrower Issuer shall compile, compile (or cause to be compiled) and give to the Collateral Manager, the Loan Agent and the Trustee (who shall make available to S&P, Euronext Dublin (so long as any Debt is listed on Euronext Dublin and so long as the guidelines of such exchange so require), the Initial Purchaser, the Co-Placement Agent, any other Holder shown on the Registers for any Debt, any beneficial owner of any Debt who has delivered a Beneficial Ownership Certificate to the Trustee and the Investor Information Services by posting such report to its website), a monthly report on a trade date basis (the each such report a “Monthly Report”) and ). As used herein, the Borrower shall then provide or make available such “Monthly Report Determination Date” with respect to any calendar month will be the Collateral Agentseventh day of such calendar month; provided, that if such seventh day is not a Business Day, the Collateral Administrator Parties, the Services Provider, the Administrative Agent and each Lender, provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent’s website and providing access thereto to such partiesnext succeeding Business Day. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral, determined as of (1) in the case of a month in which there is no Payment Date, the last Business Day of the immediately preceding month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such Payment Date: With respect to the Collateral Portfolio:
(i) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments, setting forth for each Collateral Obligation the funded amount thereof, all in the relevant Specified Currencies;
(ii) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(iii) an indication as to the classification of such Collateral Obligation (i.e., first lien, etc.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to the terms of this Agreement;
(iv) the owner of such Collateral Obligation;
(v) the nature, source and amount of any Proceeds in each of the Transaction Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report;
(vi) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under which it falls) and the number, identity and, if applicable, par value of Collateral Acquired by the Borrower since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(vii) (a) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Value Adjustment Event occurred, (b) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Value Adjustment Event occurred and the Asset Current Price of such Collateral Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all such Collateral Obligations;
(viii) the Acquisition or sale price of each item of Collateral Acquired by the Borrower, in each case since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Services Provider;
(ix) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(x) determinations made by the Calculation Agent hereunder with respect to Borrowing Base (including the Excess Concentration Amount, Assigned Price, Current FX Rate and Collateral Obligation Notional Amount), in each case as most recently identified by the Calculation Agent to the Borrower and the Collateral Administrator; and
(xi) such other information as the Collateral Agent, Services Provider, the Administrative Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral Obligations and shallEligible Investments included in the Assets, within three Business Days after receipt based on information provided by the Collateral Manager, and shall be determined as of such Monthly Report, notify the Borrower and the Services Provider if the information contained in close of business on the Monthly Report does not conform to Determination Date for such calendar month: (i) Aggregate Principal Balance of Collateral Obligations, the information maintained by aggregate unfunded commitments of the Collateral Agent in its records and detail Obligations, any discrepancies. If any discrepancy exists, capitalized interest on the Collateral Agent Obligations and the Borrower, or the Services Provider on behalf Eligible Investments representing Principal Proceeds. (ii) Adjusted Collateral Principal Amount of the Borrower, shall attempt to resolve the discrepancyCollateral Obligations. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the (iii) Collateral Agent’s records to determine the cause Principal Amount of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this AgreementObligations.
Appears in 1 contract
Samples: Indenture and Security Agreement (Nuveen Churchill Direct Lending Corp.)
Accountings. (a) [reserved].
(b) Monthly. Commencing in June 2022, (i) in Prior to or on the case of a month in which there is no Payment Date, not later than the fifteenth day of such month (or, if such day is not a Business Day, the next succeeding Business Day) and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to such Payment Monthly Reporting Date, the Borrower Collateral Manager shall compile (or shall cause the Collateral Administrator to compile) and provide to the Agents, or cause to be compiledthe Backup Collateral Manager and the Lenders, a monthly report (the each, a “Monthly Report”) in accordance with this Section 8.06. The Collateral Manager shall compile and provide to the Collateral Administrator, the Backup Collateral Manager and the Borrower Administrative Agent a loan data file (the “Data File”) for the previous monthly period ending on the Monthly Report Determination Date (containing such information agreed upon by the Collateral Manager and the Administrative Agent). The Collateral Manager shall then provide (or make available cause to be provided) the Data File to the Collateral Administrator at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Administrator shall use commercially reasonable efforts to review and, based solely on the Data File provided (or caused to be provided) by the Collateral Manager, confirm the calculations in clauses (i) through (xi) below made by the Collateral Manager in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof. The Collateral Administrator shall review the Monthly Report to ensure that it is complete on its face and, based solely on the information provided on the related Data File, that the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (i) Aggregate Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Collateral Quality Test, (vi) each Coverage Test, (vii) Default Ratio, (viii) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a) (which may be compiled by the Collateral AgentAdministrator), (ix) Interest Collection Subaccount, Principal Collection Subaccount and Revolving Reserve Account balances, (x) completion of fields in the loan list per the form of the Monthly Report and (xi) other information as may be mutually agreed upon by the Collateral Manager, the Collateral Administrator Parties, the Services Provider, and the Administrative Agent and each Lender, provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent’s website and providing access thereto to such parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined as of (1) in the case of a month in which there is no Payment Date, the last Business Day of the immediately preceding month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such Payment Date: With respect to the Collateral Portfolio:
(i) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments, setting forth for each Collateral Obligation the funded amount thereof, all in the relevant Specified Currencies;
(ii) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(iii) an indication as to the classification of such Collateral Obligation (i.e., first lien, etc.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to the terms of this Agreement;
(iv) the owner of such Collateral Obligation;
(v) the nature, source and amount of any Proceeds in each of the Transaction Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report;
(vi) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under which it falls) and the number, identity and, if applicable, par value of Collateral Acquired by the Borrower since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(vii) (a) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Value Adjustment Event occurred, (b) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Value Adjustment Event occurred and the Asset Current Price of such Collateral Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all such Collateral Obligations;
(viii) the Acquisition or sale price of each item of Collateral Acquired by the Borrower, in each case since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Services Provider;
(ix) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(x) determinations made by the Calculation Agent hereunder with respect to Borrowing Base (including the Excess Concentration Amount, Assigned Price, Current FX Rate and Collateral Obligation Notional Amount), in each case as most recently identified by the Calculation Agent to the Borrower and the Collateral Administrator; and
(xi) such other information as the Collateral Agent, Services Provider, the Administrative Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, such confirmation (or report showing discrepancies) from the Collateral Agent shall compare the information contained therein to the information contained Administrator and in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower and the Services Provider if the information contained in the Monthly Report does not conform to the information maintained any event by the Collateral Agent in its records and detail any discrepancies. If any discrepancy exists, the Collateral Agent and the Borrower, or the Services Provider on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.no later than the
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)