Calculation Date Calculations. (a) As soon as reasonably practicable after each Calculation Date (a “Relevant Calculation Date”), but in no event later than 12:00 noon (New York City time) on the second Business Day prior to the succeeding Payment Date, the Calculation Agent shall, based on the Calculation Date Information received by the Calculation Agent, and based on information known to it or Relevant Information provided to it, make the following determinations and calculations (and each of the Trustee and the Issuer (for itself and on behalf of the Servicer) agrees to provide any Relevant Information reasonably requested by the Calculation Agent for the purpose of making such determinations and calculations): (i) the Available Collections Amount for such Payment Date; (ii) (x) the amount of Collections received during the period commencing the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date, (y) the amount, if any, to be transferred to the Collection Account from, or otherwise withdrawn from, the Interest Reserve Account and the Capital Account as of the Relevant Calculation Date on such Payment Date in accordance with Section 3.7, and (z) the amount of payments, if any, made pursuant to Section 2.5(d) from each of the Collection Account and the Capital Account; (iii) the balance of funds on deposit in each Account other than the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date; (iv) the balance of funds on deposit in the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date; (v) Taxes owed by the Issuer; (vi) (x) all other Expenses due and payable on such Payment Date and not previously paid or reimbursed, and to be paid or reimbursed, pursuant to Section 3.6(a)(ii), in the amounts shown on all supporting documentation therefor and attached to the Calculation Date Information received by the Calculation Agent, and (y) all Expenses previously reimbursed and paid to the Issuer in respect of Expenses pursuant to Section 3.6(c) from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date; (vii) the applicable interest rate on each class of Floating Rate Notes (if any) determined on the Reference Date for the Interest Accrual Period beginning on such Payment Date and the Interest Amount (including any Additional Interest) on each class of Floating Rate Notes and Fixed Rate Notes for such Payment Date; (viii) if such Payment Date is a Redemption Date on which a Redemption of Notes is scheduled to occur, the amount necessary to pay the Redemption Price (and related Expenses) of the Notes to be repaid on such Redemption Date and the Redemption Premium, if any, to be paid as part of such Redemption Price; (ix) the Interest Amount due to Noteholders of each class of Notes on such Payment Date and the difference, if any, between the Interest Amount due to the Noteholders of each class of Notes on such Payment Date and the Available Collections Amount for such Payment Date, after giving effect to the payment of all amounts to be paid or reimbursed on such Payment Date pursuant to Section 3.6(a)(i) and Section 3.6(a)(ii) (such difference in respect of the Class A Notes, an “Interest Shortfall”), and, with respect to each Interest Shortfall, the amount to be withdrawn from the Interest Reserve Account and/or the Capital Account, if any, determined as provided in Section 3.7; (x) the Outstanding Principal Balance of each class of Notes on such Payment Date immediately prior to any principal payment with respect to the Outstanding Principal Balance on such Payment Date and the amount of any principal payment with respect to the Outstanding Principal Balance to be made in respect of each class of Notes on such Payment Date, taking into account the other payments to be made as principal payments on such Payment Date entitled to priority pursuant to Section 3.6; (xi) the amounts, if any, distributable to the Issuer on such Payment Date pursuant to Section 3.6(a)(vii); and (xii) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the other Transaction Documents. (b) Following the calculations and determinations by the Calculation Agent described in Section 3.4(a), and not later than 1:00 p.m., New York City time, on the second Business Day prior to the succeeding Payment Date, the Calculation Agent shall provide to each of the Issuer, the Servicer and the Trustee a calculation report (a “Calculation Report”) listing the determinations and calculations set forth in Section 3.4(a). All calculations made by the Calculation Agent shall, in the absence of manifest error, be binding and conclusive for all purposes upon the Noteholders, the Beneficial Holders, the Servicer, the Issuer and the Trustee.
Appears in 3 contracts
Samples: Indenture (Alexza Pharmaceuticals Inc.), Indenture (Alexza Pharmaceuticals Inc.), Indenture (Alexza Pharmaceuticals Inc.)
Calculation Date Calculations. (a) As soon as reasonably practicable after each Calculation Date (a “Relevant Calculation Date”), but in no event later than 12:00 noon (New York City time) on the second Business Day prior to the immediately succeeding Payment Date, the Calculation Agent shall, based on the Calculation Date Information received by the Calculation Agent, and based on information known to it or Relevant Information provided to it, make the following determinations and calculations (and each of the Trustee and the Issuer (for itself and on behalf of the Servicer) agrees to provide any Relevant Information reasonably requested by the Calculation Agent for the purpose of making such determinations and calculations):
(i) the Available Collections Amount for such Payment Date;
(ii) (x) the amount of Collections received during the period commencing the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date, (y) the amount, if any, to be transferred to the Collection Account from, or otherwise withdrawn from, from the Interest Reserve Account and the Capital Account as of the Relevant Calculation Date to the Collection Account on such Payment Date in accordance with Section 3.73.7 and as calculated pursuant to Section 3.4(a)(ix), and (z) the amount of payments, if any, made pursuant to Section 2.5(d) from each any Danish Tax Additional Amount and the amount of the Collection Account and any German Tax Additional Amount on deposit in the Capital Account;
(iii) the balance of funds on deposit in each Transaction Account other than the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(iv) the balance of funds on deposit in the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(v) Taxes owed by the Issuer;
(vi) (x) all other Expenses due and payable on such Payment Date and not previously paid or reimbursed, and to be paid or reimbursed, pursuant to Section 3.6(a)(ii), in the amounts shown on all supporting documentation therefor and attached to the Calculation Date Information received by the Calculation Agent, and (y) all Expenses previously reimbursed and paid to the Issuer in respect of Expenses pursuant to Section 3.6(c3.6(d) from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(vii) the applicable interest rate on each class of Floating Rate Notes (if any) determined on the Reference Date for the Interest Accrual Period beginning on such Payment Date and the Interest Amount (including any Additional Interest) on each class of Floating Rate Notes (if any) and Fixed Rate Notes for such Payment Date;
(viii) if such Payment Date is a Redemption Date on which a Redemption of Notes is scheduled to occur, the amount necessary to pay the Redemption Price (and related Expenses) of the Notes to be repaid on such Redemption Date and the Redemption Premium, if any, to be paid as part of such Redemption Price;
(ix) the Interest Amount due to Noteholders of each class of Notes on such Payment Date and the difference, if any, between the Interest Amount due to the Noteholders of each class of Notes on such Payment Date and the Available Collections Amount for such Payment Date, after giving effect to the payment of all amounts to be paid or reimbursed on such Payment Date pursuant to Section 3.6(a)(i) and Section 3.6(a)(ii) (such difference in difference, with respect of to the Class A Notes, an “Interest Shortfall”), and, with respect to each Interest Shortfall, the amount to be withdrawn from the Interest Reserve Account and/or the Capital Account, if any, determined as provided in Section 3.7;
(x) the Outstanding Principal Balance of each class of Notes on such Payment Date immediately prior to any principal payment with respect to the Outstanding Principal Balance on such Payment Date and the amount of any principal payment with respect to the Outstanding Principal Balance to be made in respect of each class of Notes on such Payment Date, taking into account the other payments to be made as principal payments on such Payment Date entitled to priority pursuant to Section 3.6;
(xi) the amounts, if any, distributable to the Issuer on such Payment Date pursuant to Section 3.6(a)(vii); and
(xii) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the other Transaction Deal Documents.
(b) Following the calculations and determinations by the Calculation Agent described in Section 3.4(a), and not later than 1:00 p.m., New York City time, on the second Business Day prior to the succeeding Payment Date, the Calculation Agent shall provide to each of the Issuer, the Servicer Servicer, the Trustee and the Trustee Controlling Noteholder a calculation report (a “Calculation Report”) listing the determinations and calculations set forth in Section 3.4(a). All calculations made by the Calculation Agent shall, in the absence of manifest error, be binding and conclusive for all purposes upon the Noteholders, the Beneficial Holders, the Servicer, the Issuer and the Trustee.
Appears in 2 contracts
Samples: Indenture (Zealand Pharma a/S), Indenture (Zealand Pharma a/S)
Calculation Date Calculations. (a) As soon as reasonably practicable after each Calculation Date (a “Relevant Calculation Date”), but in no event later than 12:00 noon (New York City time) on the second third Business Day prior to immediately preceding the succeeding related Payment Date, the Calculation Agent shall, based on the Calculation Date Information received by the Calculation Agent, and based on information known to it or Relevant Information provided to it, make the following determinations and calculations (and each of the Trustee and the Issuer (for itself and on behalf of the Servicer) agrees to provide any Relevant Information reasonably requested by the Calculation Agent for the purpose of making such determinations and calculations):
(i) the Available Collections Amount for such the related Payment Date;
(ii) (x) the amount withdrawn from the Concentration Account for deposit to the Collection Account on such Relevant Calculation Date pursuant to Section 3.1(e)(v) of Collections received during the period commencing Servicing Agreement, (y) the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit in the Collection Account from the day immediately following the preceding Calculation Date that preceded to and including such Relevant Calculation Date and ending on such Relevant Calculation Date, (yz) the amount, if any, to be transferred to withdrawn from the Collection Account from, or otherwise withdrawn from, the Interest Reserve Account and the Capital Account as of the Relevant Calculation Date on such Payment Date in accordance with Section 3.7, 3.7 and (z) the amount of payments, if any, made as calculated pursuant to Section 2.5(d) from each of the Collection Account and the Capital Account3.4(a)(ix);
(iii) the balance of funds on deposit in each Account other than the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(iv) the balance of funds on deposit in the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(v) Taxes owed by the Issuer;
(vi) (x) all other Administrative Expenses due and payable on such Payment Date and not previously paid or reimbursed, and to be paid or reimbursed, pursuant to Section 3.6(a)(ii3.6(a)(iii), in the amounts shown on all supporting documentation therefor and attached to the Calculation Date Information received by the Calculation Agent, and (y) all Administrative Expenses previously reimbursed and paid to the Issuer in respect of Administrative Expenses pursuant to Section 3.6(c) from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(vii) the applicable interest rate on each class of Floating Rate Notes (if any) determined on the Reference Date for the Interest Accrual Period beginning on such Payment Date and the Interest Amount (including any Additional Interest) on each class of Floating Rate Notes and Fixed Rate Notes for such Payment Date;
(viii) if such Payment Date is a Redemption Date on which a Redemption of Notes is scheduled to occur, the amount necessary to pay the Redemption Price (and related Administrative Expenses) of the Notes to be repaid on such Redemption Date and the Redemption Premium, if any, to be paid as part of such Redemption Price;
(ix) the Interest Amount due to Noteholders of each class of Notes on such Payment Date and the difference, if any, between the Interest Amount due to the Noteholders of each class of Notes on such Payment Date and the Available Collections Amount for such Payment Date, after giving effect to the payment of all amounts to be paid or reimbursed on such Payment Date pursuant to Section 3.6(a)(i), Section 3.6(a)(ii) and Section 3.6(a)(ii3.6(a)(iii) (such difference in respect of the Class A Notesdifference, an “Interest Shortfall”), and, with respect to each Interest Shortfall, the amount to be withdrawn from the Interest Reserve Collection Account and/or the Capital Account, if any, determined as provided in Section 3.73.7(b)(i);
(x) the Outstanding Principal Balance of each class of Notes on such Payment Date immediately prior to any principal payment with respect to the Outstanding Principal Balance on such Payment Date and the amount of any principal payment with respect to the Outstanding Principal Balance to be made in respect of each class of Notes on such Payment Date, taking into account the other payments to be made as principal payments on such Payment Date entitled to priority pursuant to Section 3.6;
(xi) the amounts, if any, distributable to the Issuer on such Payment Date pursuant to Section 3.6(a)(vii3.6(a)(x); and
(xii) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the other Transaction Documents.
(b) Following the calculations and determinations by the Calculation Agent described in Section 3.4(a), and not later than 1:00 p.m., New York City time, on the second Business Day prior to the succeeding Payment Date, the Calculation Agent shall provide to each of the Issuer, the Servicer and the Trustee a calculation report (a “Calculation Report”) listing the determinations and calculations set forth in Section 3.4(a). All calculations made by the Calculation Agent shall, in the absence of manifest error, be binding and conclusive for all purposes upon the Noteholders, the Beneficial Holders, the Servicer, the Issuer and the Trustee.
Appears in 2 contracts
Samples: Indenture (Innoviva, Inc.), Indenture (Theravance Inc)
Calculation Date Calculations. (a) As soon as reasonably practicable after each Calculation Date (a “Relevant Calculation Date”), but in no event later than 12:00 noon (New York City time) on the second Business Day prior to immediately preceding the succeeding related Payment Date, the Calculation Agent shall, based on the Calculation Date Information received by the Calculation Agent, and based on information known to it or Relevant Information provided to it, make the following determinations and calculations (and each of the Trustee and the Issuer (for itself and on behalf of the Servicer) agrees to provide any Relevant Information reasonably requested by the Calculation Agent for the purpose of making such determinations and calculations):
(i) the Available Collections Amount for such the related Payment Date;
(ii) (x) the amount of Collections received during interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit in the period commencing Collection Account from the day immediately following the preceding Calculation Date that preceded such Relevant Calculation Date to and ending on including such Relevant Calculation Date, (y) the amount, if any, to be transferred to withdrawn from the Collection Account from, or otherwise withdrawn from, from the Interest Reserve Account day following the preceding Calculation Date to and the Capital Account as of the including such Relevant Calculation Date in accordance with Section 3.10 and (z) the amount, if any, to be withdrawn from the Collection Account on such Payment Date in accordance with Section 3.7, 3.7 and (z) the amount of payments, if any, made as calculated pursuant to Section 2.5(d) from each of the Collection Account and the Capital Account3.4(a)(ix);
(iii) the balance of funds on deposit in each Account other than the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(iv) the balance of funds on deposit in the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(v) Taxes owed by the Issuer;
(vi) (x) all other Administrative Expenses due and payable on such Payment Date and not previously paid or reimbursed, and to be paid or reimbursed, pursuant to Section 3.6(a)(ii3.6(a)(iii) and Section 3.6(a)(v), in the amounts shown on all supporting documentation therefor and attached to the Calculation Date Information received by the Calculation Agent, and (y) all Administrative Expenses previously reimbursed and paid to the Issuer in respect of Administrative Expenses pursuant to Section 3.6(c) from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(vii) the applicable interest rate on each class of Floating Rate Notes (if any) determined on the Reference Date for the Interest Accrual Period beginning on such Payment Date and the Interest Amount (including any Additional Interest) on each class of Floating Rate Notes and Fixed Rate Notes for such Payment Date;
(viii) (A) if such Payment Date is a Redemption Date on which a Redemption of Notes is scheduled to occur, the amount necessary to pay the Redemption Price (and related Administrative Expenses) of the Notes to be repaid on such Redemption Date and inclusive of the Redemption Premium, if any, to be paid as part of such Redemption Price, and (B) if such Payment Date is a date on which a Mandatory Tax Redemption is scheduled to occur, the amount necessary to pay the redemption price (and related Administrative Expenses) of the Notes to be repaid in connection with such Mandatory Tax Redemption on such date;
(ixA) the Interest Amount due to Noteholders of each class of Notes on such Payment Date and the difference, if any, between the Interest Amount due to the Noteholders of each class of Notes on such Payment Date and the Available Collections Amount for such Payment Date, after giving effect to the payment of all amounts to be paid or reimbursed on such Payment Date pursuant to Section 3.6(a)(i), Section 3.6(a)(ii) and Section 3.6(a)(ii3.6(a)(iii) (such difference in respect of the Class A Notesdifference, an “Interest Shortfall”), and, with respect to each Interest Shortfall, the amount to be withdrawn from the Interest Reserve Collection Account and/or the Capital Account, if any, determined as provided in Section 3.73.7(b)(i) and (B) the amount, if any, of scheduled interest to be added to the principal balance of the Notes on such Payment Date pursuant to Section 3.7(a) if such Payment Date falls within the Interest Deferral Period;
(x) the Outstanding Principal Balance of each class of Notes on such Payment Date immediately prior to any principal payment with respect to the Outstanding Principal Balance on such Payment Date and the amount of any principal payment with respect to the Outstanding Principal Balance to be made in respect of each class of Notes on such Payment Date, taking into account the other payments to be made as principal payments on such Payment Date entitled to priority pursuant to Section 3.6;
(xi) the amounts, if any, distributable to the Issuer on such Payment Date pursuant to Section 3.6(a)(vii3.6(a)(ix); and
(xii) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the other Transaction Documents.
(b) Following the calculations and determinations by the Calculation Agent described in Section 3.4(a), and not later than 1:00 p.m., New York City time, on the second Business Day prior to the succeeding Payment Date, the Calculation Agent shall provide to each of the Issuer, the Servicer and the Trustee a calculation report (a “Calculation Report”) listing the determinations and calculations set forth in Section 3.4(a). All calculations made by the Calculation Agent shall, in the absence of manifest error, be binding and conclusive for all purposes upon the Noteholders, the Beneficial Holders, the Servicer, the Issuer and the Trustee.
Appears in 1 contract
Calculation Date Calculations. (a) As soon as reasonably practicable after each Calculation Date (a “Relevant Calculation Date”), but in no event later than 12:00 noon (New York City time) on the second Business Day prior to the immediately succeeding Payment Date, the Calculation Agent shall, based on the Calculation Date Servicer Information received by the Calculation Agent, and based on information known to it or Relevant Information provided to it, make the following determinations and calculations (and each of the Trustee and the Issuer (for itself and on behalf of the Servicer) agrees to provide any Relevant Information reasonably requested by the Calculation Agent for the purpose of making such determinations and calculations):
(i) the Available Collections Amount for such Payment Date;
(ii) (x) the amount of Collections received during the period commencing on the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date, Date and (y) the amount, if any, to be transferred to the Collection Account from, or otherwise withdrawn from, from the Interest Reserve Account and the Capital Account as of the Relevant Calculation Date to the Collection Account on such Payment Date in accordance with Section 3.7, and (z) the amount of payments, if any, made pursuant to Section 2.5(d) from each of the Collection Account and the Capital Account3.8;
(iii) the balance of funds on deposit in each Account other than the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(iv) the balance of funds on deposit in the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(v) Taxes owed by all fees, costs and expenses (including reasonable attorneys’ fees and legal expenses) of the IssuerNoteholders under this Indenture not previously reimbursed;
(vi) (x) all other Expenses due and payable not previously reimbursed, with the amounts shown on such Payment Date and all invoices attached to the Servicer Information received by the Calculation Agent for the reimbursement or payment of Expenses or Servicing Fees not previously paid or reimbursed, and to be paid or reimbursed, pursuant to Section 3.6(a)(ii), in the amounts shown on all supporting documentation therefor and attached to the Calculation Date Information received by the Calculation Agent, and (y) all Expenses previously reimbursed and paid to the Issuer in respect of Expenses pursuant to Section 3.6(c) from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(vii) the applicable interest rate on each class of Floating Rate Notes (if any) determined on the Reference Date for the Interest Accrual Period beginning on such Payment Date and the Interest Amount (including any Additional Interest) on each class of Floating Rate Notes and Fixed Rate Notes for such Payment Date;
(viii) if such Payment Date is a Redemption Date on which a Redemption of Notes is scheduled to occur, the amount necessary to pay the Redemption Price (and related Expenses) of the Notes to be repaid on such Redemption Date and the Redemption Premium, if any, to be paid as part of such Redemption Price;
(ix) the Interest Amount due amount of the Parent Shortfall Payment, if any, to Noteholders of each class of Notes be made on such Payment Date and Date, provided such payment is being made in accordance with Section 3.9;
(x) the difference, if any, between the Interest Amount due to the Noteholders of each class of Class A Notes pursuant to Section 3.7(a)(iii) on such Payment Date and the portion of the Available Collections Amount available to pay such Interest Amount for such Payment DateDate (a “Shortfall”), after giving effect taking into account any Parent Shortfall Payment determined pursuant to Section 3.5(a)(ix) and the payment of all amounts to be paid or reimbursed expenses described in Section 3.5(a)(v) and Section 3.5(a)(vi) payable on such Payment Date pursuant to Section 3.6(a)(i) and Section 3.6(a)(ii) (such difference in respect of the Class A Notes, an “Interest Shortfall”), and, with respect to each Interest Shortfall, the amount to be withdrawn from the Interest Reserve Account and/or the Capital Account, if any, determined as provided in Section 3.73.8;
(xxi) the Outstanding Principal Balance of each class of Notes on such Payment Date immediately prior to any principal payment with respect to the Outstanding Principal Balance on such Payment Date date and the amount of any principal payment with respect to the Outstanding Principal Balance to be made in respect of each class of Notes on such Payment Date, taking into account the other payments to be made as principal payments on such Payment Date entitled to priority pursuant to Section 3.63.7;
(xixii) the amounts, if any, distributable to the Issuer on such Payment Date pursuant to Section 3.6(a)(vii3.7(a)(viii); and
(xiixiii) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the other Transaction Documents.
(b) Following the calculations and determinations by the Calculation Agent described in Section 3.4(a3.5(a), and not later than 1:00 p.m., New York City time, on the second Business Day prior to the immediately succeeding Payment Date, the Calculation Agent shall provide to each of the IssuerServicer, the Servicer Issuer and the Trustee a calculation report (a “Calculation Report”) listing the such determinations and calculations and the amount of the Available Collections Amount to be applied on such Payment Date to make each of the payments and transfers contemplated by Section 3.7(a) or Section 3.10(a), and any Parent Shortfall Payment due and payable on such date, as applicable, setting forth the payments to be made in respect of the Notes. The calculations set forth in Section 3.4(a). All calculations made by each Calculation Report shall be conclusive and binding on each of the Calculation Agent shall, in the absence of manifest error, be binding and conclusive for all purposes upon the Noteholders, the Beneficial HoldersIssuer, the Servicer, the Issuer Trustee and the Trusteeeach Noteholder, absent manifest error.
Appears in 1 contract
Samples: Indenture (Insite Vision Inc)
Calculation Date Calculations. (a) As soon as reasonably practicable after each Calculation Date (a “Relevant Calculation Date”), but in no event later than 12:00 noon (New York City time) on the second Business Day prior to the immediately succeeding Payment Date, the Calculation Agent shall, based on the Calculation Date Servicer Information received by the Calculation Agent, and based on information known to it or Relevant Information provided to it, make the following determinations and calculations (and each of the Trustee and the Issuer (for itself and on behalf of the Servicer) agrees to provide any Relevant Information reasonably requested by the Calculation Agent for the purpose of making such determinations and calculations):
(i) the Available Collections Amount for such Payment Date;
(ii) (x) the amount of Collections received during the period commencing on the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date, Date and (y) the amount, if any, to be transferred to the Collection Account from, or otherwise withdrawn from, from the Interest Reserve Account and the Capital Account as of the Relevant Calculation Date to the Collection Account on such Payment Date in accordance with Section 3.7, and (z) the amount of payments, if any, made pursuant to Section 2.5(d) from each of the Collection Account and the Capital Account3.8;
(iii) the balance of funds on deposit in each Account other than the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(iv) the balance of funds on deposit in the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(v) Taxes owed by all fees, costs and expenses (including reasonable attorneys’ fees and legal expenses) of the IssuerNoteholders under this Indenture not previously reimbursed;
(vi) (x) all other Expenses due and payable on such Payment Date and not previously paid or reimbursed, and to be paid or reimbursed, pursuant to Section 3.6(a)(ii), in the amounts shown on all supporting documentation therefor and invoices attached to the Calculation Date Servicer Information received by the Calculation Agent, and (y) all Expenses previously reimbursed and paid to Agent for the Issuer in respect reimbursement or payment of Expenses pursuant to Section 3.6(c) from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Dateor Servicing Fees not previously paid or reimbursed;
(vii) the applicable interest rate on each class of Floating Rate Notes (if any) determined on the Reference Date for the Interest Accrual Period beginning on such Payment Date and the Interest Amount (including any Additional Interest) on each class of Floating Rate Notes and Fixed Rate Notes for such Payment Date;
(viii) if such Payment Date is a Redemption Date on which a Redemption of Notes is scheduled to occur, the amount necessary to pay the Redemption Price (and related Expenses) of the Notes to be repaid on such Redemption Date and the Redemption Premium, if any, to be paid as part of such Redemption Price;
(ix) the Interest Amount due amount of the Parent Shortfall Payment, if any, to Noteholders of each class of Notes be made on such Payment Date and Date, provided such payment is being made in accordance with Section 3.9;
(x) the difference, if any, between the Interest Amount due to the Noteholders of each class of Class A Notes pursuant to Section 3.7(a)(iii) on such Payment Date and the portion of the Available Collections Amount available to pay such Interest Amount for such Payment DateDate (a “Shortfall”), after giving effect taking into account any Parent Shortfall Payment determined pursuant to Section 3.5(a)(ix) and the payment of all amounts to be paid or reimbursed expenses described in Section 3.5(a)(v) and Section 3.5(a)(vi) payable on such Payment Date pursuant to Section 3.6(a)(i) and Section 3.6(a)(ii) (such difference in respect of the Class A Notes, an “Interest Shortfall”), and, with respect to each Interest Shortfall, the amount to be withdrawn from the Interest Reserve Account and/or the Capital Account, if any, determined as provided in Section 3.73.8;
(xxi) the Outstanding Principal Balance of each class of Notes on such Payment Date immediately prior to any principal payment with respect to the Outstanding Principal Balance on such Payment Date date and the amount of any principal payment with respect to the Outstanding Principal Balance to be made in respect of each class of Notes on such Payment Date, taking into account the other payments to be made as principal payments on such Payment Date entitled to priority pursuant to Section 3.63.7;
(xixii) the amounts, if any, distributable to the Issuer on such Payment Date pursuant to Section 3.6(a)(vii3.7(a)(viii); and
(xiixiii) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the other Transaction Documents.
(b) Following the calculations and determinations by the Calculation Agent described in Section 3.4(a3.5(a), and not later than 1:00 p.m., New York City time, on the second Business Day prior to the immediately succeeding Payment Date, the Calculation Agent shall provide to each of the IssuerServicer, the Servicer Issuer and the Trustee a calculation report (a “Calculation Report”) listing the such determinations and calculations and the amount of the Available Collections Amount to be applied on such Payment Date to make each of the payments and transfers contemplated by Section 3.7(a) or Section 3.10(a), as applicable, setting forth the payments to be made in respect of the Notes, and any Parent Shortfall Payment due and payable on such date. The calculations set forth in Section 3.4(a). All calculations made by each Calculation Report shall be conclusive and binding on each of the Calculation Agent shall, in the absence of manifest error, be binding and conclusive for all purposes upon the Noteholders, the Beneficial HoldersIssuer, the Servicer, the Issuer Trustee and the Trusteeeach Noteholder, absent manifest error.
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Calculation Date Calculations. (a) As soon as reasonably practicable after each Calculation Date (a “Relevant Calculation Date”), but in no event later than 12:00 noon (New York City time) on the second Business Day prior to the succeeding Payment Date, the Calculation Agent shall, based on the Calculation Date Information received by the Calculation Agent, Agent and based on information known to it or Relevant Information provided to it, make the following determinations and calculations (and each of the Trustee and the Issuer (for itself and on behalf of the Servicer) agrees to provide any Relevant Information reasonably requested by the Calculation Agent for the purpose of making such determinations and calculations)::
(i) the Available Collections Amount for such Payment Date;
(ii) (x) the amount of Collections received during the period commencing the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date, Date (y) and whether such Collections constitute amounts deposited by the amount, if any, to be transferred to Issuer into the Collection Account from, or otherwise withdrawn from, the Interest Reserve Account and the Capital Account as of the Relevant Calculation Date on such Payment Date in accordance with Section 3.7, and (z) the amount of payments, if any, made pursuant to Section 2.5(d) from each of the Collection Account and the Capital Account5.2(b));
(iii) the balance of funds on deposit in each Account other than the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(iv) the balance of funds on deposit in the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(v) Taxes owed by the Issuer;
(vi) (x) all other Expenses due and payable on such Payment Date and not previously paid or reimbursed, and to be paid or reimbursed, pursuant to Section 3.6(a)(ii), in the amounts shown on all supporting documentation therefor and attached to the Calculation Date Information received by the Calculation Agent, and (y) all Expenses previously reimbursed and paid to the Issuer in respect of Expenses pursuant to Section 3.6(c) from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(viiiv) the applicable interest rate on each class of Floating Rate Notes (if any) determined on the Reference Date for the Interest Accrual Period beginning on such Payment Date and the Interest Amount (including any Additional Interest) on each class of Floating Rate Notes and Fixed Rate Notes for such Payment DateDate (including the Required Interest Amount in respect of the Original Class A Notes);
(viiiv) if such Payment Date is a Redemption Date on which a Redemption of Notes is scheduled to occur, the amount necessary to pay the Redemption Price (and related Expenses) of the Notes to be repaid on such Redemption Date and the Redemption Premium, if any, to be paid as part of such Redemption Price;
(ixvi) the Interest Amount due to Noteholders of each class of Notes on such Payment Date (including the Required Interest Amount in respect of the Original Class A Notes) and the difference, if any, between the such Interest Amount due to the Noteholders of each class of Notes on such Payment Date and the Available Collections Amount for such Payment Date, after giving effect to the payment of all amounts to be paid or reimbursed on such Payment Date pursuant to Section 3.6(a)(i) and Section 3.6(a)(ii) (such difference in respect of the Class A Notes, an “Interest Shortfall”), and, with respect to each Interest Shortfall, the amount to be withdrawn from the Interest Reserve Account and/or the Capital Account, if any, determined as provided in Section 3.7;
(xvii) the Outstanding Principal Balance of each class of Notes on such Payment Date immediately prior to any principal payment with respect to the Outstanding Principal Balance on such Payment Date and the amount of any principal payment with respect to the Outstanding Principal Balance to be made in respect of each class of Notes on such Payment DateDate (including the Required Principal Amount in respect of the Original Class A Notes), taking into account the other payments to be made as principal payments on such Payment Date entitled to priority pursuant to Section 3.63.5;
(xiviii) the amounts, if any, distributable to the Issuer on such Payment Date pursuant to Section 3.6(a)(vii3.5(a)(v); and
(xiiix) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the other Transaction Deal Documents.
(b) Following the calculations and determinations by the Calculation Agent described in Section 3.4(a), and not later than 1:00 p.m., New York City time, on the second Business Day prior to the succeeding Payment Date, the Calculation Agent shall provide to each of the Issuer, the Servicer Issuer and the Trustee a calculation report (a “Calculation Report”) listing the determinations and calculations set forth in Section 3.4(a). All calculations made by the Calculation Agent shall, in the absence of manifest error, be binding and conclusive for all purposes upon the Noteholders, the Beneficial Holders, the Servicer, the Issuer and the Trustee.
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Calculation Date Calculations. (a) Prior to Each Payment Date. As soon as reasonably practicable after each Calculation Date (a “"Relevant Calculation Date”), ") but in no event later than 12:00 noon (New York City time) on the second Business Day prior to the immediately succeeding Payment Date, the Calculation Collection Agent shall, based on the Calculation Date Servicer Information received by the Calculation Collection Agent, and based on information known to it or Relevant Information provided to it, make the following determinations and calculations (and each of the First Lien Agent, the Trustee and the Issuer Royalty Sub (for itself and on behalf of the Servicer) agrees to provide any Relevant Information reasonably requested by the Calculation Collection Agent for the purpose of making such determinations and calculations):
(i) the Available Collections Amount for such Payment Date;
(ii) (x) the amount of Collections received during the period commencing on the day immediately following the Calculation Date that which immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date, (y) the amount, if any, to be transferred to the Collection Account from, or otherwise withdrawn from, the Interest Reserve Account and the Capital Account as of the Relevant Calculation Date on such Payment Date in accordance with Section 3.7, and (z) the amount of payments, if any, made pursuant to Section 2.5(d) from each of the Collection Account and the Capital Account;
(iiiii) the balance of funds on deposit in each Account other than the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of on funds on deposit therein from the day immediately following the Calculation Date that which immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(iviii) the balance of funds on deposit in the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of on funds on deposit therein from the day immediately following the Calculation Date that which immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date (including any amount to be transferred to the Collection Account pursuant to clause (a) of Section 3.6 in respect of such Payment Date);
(iv) the Available Collections Amount for such Payment Date;
(v) all amounts to be distributed to the Pledgor for the purpose of paying franchise Taxes owed and other fees and expenses required to maintain the Pledgor's corporate existence, and to pay other Taxes and general corporate and overhead expenses incurred by the IssuerPledgor in the ordinary course of its business as a holding company for Royalty Sub;
(vi) all fees, costs and expenses (xincluding reasonable attorneys' fees and legal expenses) of the First Lien Claimholders under the First Lien Documents (including amounts payable pursuant to Section 10.3 of the First Lien Credit Agreement and all amounts payable in respect of Taxes pursuant to Section 4.6 of the First Lien Credit Agreement) and the Second Lien Claimholders under the Second Lien Documents not previously reimbursed;
(vii) all other Expenses due and payable not previously reimbursed, with the amounts shown on such Payment Date and all invoices attached to Servicer Information received by the Collection Agent for the reimbursement or payment of Expenses not previously paid or reimbursed;
(viii) with respect to the Loans, (A) the applicable interest rate on any LIBO Rate Loans and to be paid or reimbursed(B) the amount of interest on all Loans, calculated pursuant to the terms of the First Lien Credit Agreement (including Section 3.6(a)(ii), in 3.2 of the amounts shown on all supporting documentation therefor and attached to the Calculation Date Information received by the Calculation Agent, and (yFirst Lien Credit Agreement) all Expenses previously reimbursed and paid to the Issuer in respect of Expenses pursuant to Section 3.6(c) from the day immediately following the Calculation Date that preceded for such Relevant Calculation Date and ending on such Relevant Calculation Payment Date;
(viiix) with respect to the Notes, (A) the applicable interest rate on each class of Floating Rate Notes (if any) based on LIBOR determined on the Reference Date for the Interest Accrual Period beginning on such Payment Date and (B) the Interest Amount (including any Additional InterestInterest and Additional Amounts) on each class of Floating Rate Notes and Fixed Rate Notes for such Payment Date;
(viiix) the outstanding principal amount of the Loans on such Payment Date immediately prior to any principal payment on such Payment Date;
(xi) if such Payment Date is a Mandatory Repayment Date or a date on which a voluntary prepayment of the Loans is to be made under the First Lien Credit Agreement, the amount necessary to make such voluntary prepayment or a mandatory repayment of the Loans, interest and other amounts due thereon and, if all Loans are being repaid on such Payment Date, all other First Lien Obligations on such Payment Date;
(xii) if such Payment Date is a Redemption Date on which a Redemption of Notes is scheduled to occur, the amount necessary to pay the Redemption Price (and related Expenses) of the Notes to be repaid on such Redemption Date and the Redemption Premium, if any, to be paid as part of in addition to such Redemption Price;
(ixxiii) the Interest Amount due to Noteholders amount of each class of Notes on such Payment Date and the differenceLilly Payment, if any, between the Interest Amount due to the Noteholders of each class of Notes be made on such Payment Date and Date, provided such payment is being made in accordance with Section 3.10;
(xiv) the shortfall, if any, of the Available Collections Amount for such Payment DateDate in respect of any amounts payable pursuant to clause (a)(v), after giving effect (a)(vi) or (b)(iv) of Section 3.7, as applicable (a "Shortfall"), taking into account any Lilly Payment determined pursuant to clause (xiii) above and the payment of all amounts to be paid or reimbursed expenses described in clauses (v), (vi) and (vii) above payable on such Payment Date pursuant to Section 3.6(a)(i) and Section 3.6(a)(ii) (such difference in respect of the Class A Notes, an “Interest Shortfall”), and, with respect to each Interest Shortfall, the amount to be withdrawn from the Interest Reserve Account and/or the Capital Account, if any, determined as provided in Section 3.73.8;
(xxv) a determination of whether the Outstanding Principal Balance of each class of Notes on Interest Coverage Ratio is less than or equal to or greater than the specified ratio for such Payment Date immediately set forth in Section 3.11; provided that for purposes of making such determination, if such determination is not reflected in Servicer Information received by the Collection Agent or if the Collection Agent has not received such Servicer Information on or before the third Business Day prior to any principal payment with respect to the Outstanding Principal Balance on immediately succeeding Payment Date, the Interest Coverage Ratio for such Payment Date and the amount of any principal payment with respect to the Outstanding Principal Balance shall be deemed to be made in respect of each class of Notes on such Payment Date, taking into account not equal to or greater than the other payments to be made as principal payments on specified ratio for such Payment Date entitled to priority pursuant to set forth in Section 3.6;
(xi) the amounts, if any, distributable to the Issuer on such Payment Date pursuant to Section 3.6(a)(vii)3.11; and
(xiixvi) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture Agreement and the other Transaction Documents.
(b) Following the calculations and determinations by the Calculation Agent described in Section 3.4(a), and not later than 1:00 p.m., New York City time, on the second Business Day prior to the succeeding Payment Date, the Calculation Agent shall provide to each of the Issuer, the Servicer and the Trustee a calculation report (a “Calculation Report”) listing the determinations and calculations set forth in Section 3.4(a). All calculations made by the Calculation Agent shall, in the absence of manifest error, be binding and conclusive for all purposes upon the Noteholders, the Beneficial Holders, the Servicer, the Issuer and the Trustee.
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Samples: Intercreditor Agreement (Quintiles Transnational Corp)
Calculation Date Calculations. (a) As soon as reasonably practicable after each Calculation Date (a “Relevant Calculation Date”), but in no event later than 12:00 noon (New York City time) on the second Business Day prior to the immediately succeeding Payment Date, the Calculation Agent shall, based on the Calculation Date Information received by the Calculation Agent, and based on information known to it or Relevant Information provided to it, make the following determinations and calculations (and each of the Trustee and the Issuer (for itself and on behalf of the Servicer) agrees to provide any Relevant Information reasonably requested by the Calculation Agent for the purpose of making such determinations and calculations):
(i) the Available Collections Amount for such Payment Date;
(ii) (x) the amount of Collections received during the period commencing on the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date, Date and (y) the amount, if any, to be transferred to the Collection Account from, or otherwise withdrawn from, from the Interest Reserve Account and the Capital Account as of the Relevant Calculation Date to the Collection Account on such Payment Date in accordance with Section 3.7, 3.8 and (z) the amount of payments, if any, made as calculated pursuant to Section 2.5(d) from each of the Collection Account and the Capital Account3.5(a)(x);
(iii) the balance of funds on deposit in each Account other than the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(iv) the balance of funds on deposit in the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(v) Taxes owed by the Issuer;
(vi) the amounts that have been paid or otherwise become payable to the Seller pursuant to Section 3.4 from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(vii) (x) all other Expenses due and payable on such Payment Date and not previously paid or reimbursed, and to be paid or reimbursed, pursuant to Section 3.6(a)(ii3.7(a)(ii), in the amounts shown on all supporting documentation therefor and attached to the Calculation Date Information received by the Calculation Agent, and (y) all Expenses previously reimbursed and paid to the Issuer in respect of Expenses pursuant to Section 3.6(c3.7(c) from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(viiviii) the applicable interest rate on each class of Floating Rate Notes (if any) determined on the Reference Date for the Interest Accrual Period beginning on such Payment Date and the Interest Amount (including any Additional Interest) on each class of Floating Rate Notes and Fixed Rate Notes for such Payment Date;
(viiiix) if such Payment Date is a Redemption Date on which a Redemption of Notes is scheduled to occur, the amount necessary to pay the Redemption Price (and related Expenses) of the Notes to be repaid on such Redemption Date and the Redemption Premium, if any, to be paid as part of such Redemption Price;
(ixx) the Interest Amount due to Noteholders of each class of Class A Notes on such Payment Date and the difference, if any, between the Interest Amount due to the Noteholders of each class of Class A Notes on such Payment Date and the Available Collections Amount for such Payment Date, after giving effect to the payment of all amounts to be paid or reimbursed on such Payment Date pursuant to Section 3.6(a)(i3.7(a)(i) and Section 3.6(a)(ii3.7(a)(ii) (such difference in respect of the Class A Notesdifference, an “Interest Shortfall”), and, with respect to each Interest Shortfall, the amount to be withdrawn from the Interest Reserve Account and/or the Capital Account, if any, determined as provided in Section 3.73.8;
(xxi) the Outstanding Principal Balance of each class of Notes on such Payment Date immediately prior to any principal payment with respect to the Outstanding Principal Balance on such Payment Date and the amount of any principal payment with respect to the Outstanding Principal Balance to be made in respect of each class of Notes on such Payment Date, taking into account the other payments to be made as principal payments on such Payment Date entitled to priority pursuant to Section 3.63.7;
(xixii) the amounts, if any, distributable to the Issuer on such Payment Date pursuant to Section 3.6(a)(vii3.7(a)(viii);
(xiii) the amount of the Seller Shortfall Payment, if any, to be made on such Payment Date pursuant to Section 3.11;
(xiv) any amounts payable to the Interest Reserve Account on such Payment Date pursuant to Section 3.7(a)(iv); and
(xiixv) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the other Transaction Deal Documents.
(b) Following the calculations and determinations by the Calculation Agent described in Section 3.4(a3.5(a), and not later than 1:00 p.m., New York City time, on the second Business Day prior to the immediately succeeding Payment Date, the Calculation Agent shall provide to each of the Issuer, the Servicer and the Trustee a calculation report (a “Calculation Report”) listing the determinations and calculations set forth in Section 3.4(a3.5(a). All calculations made by the Calculation Agent shall, in the absence of manifest error, be binding and conclusive for all purposes upon the Noteholders, the Beneficial Holders, the Servicer, the Issuer and the Trustee.
Appears in 1 contract
Calculation Date Calculations. (a) As soon as reasonably practicable after each Calculation Date (a “Relevant Calculation Date”), but in no event later than 12:00 noon (New York City time) on the second Business Day prior to the succeeding Payment Date, the Calculation Agent shall, based on the Calculation Date Information received by the Calculation Agent, Agent and based on information known to it or Relevant Information provided to it, make the following determinations and calculations (and each of the Trustee and the Issuer (for itself and on behalf of the Servicer) agrees to provide any Relevant Information reasonably requested by the Calculation Agent for the purpose of making such determinations and calculations)::
(i) the Available Collections Amount for such Payment Date;
(ii) (x) the amount of Collections received during the period commencing the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date, Date (y) and whether such Collections constitute amounts deposited by the amount, if any, to be transferred to Issuer into the Collection Account from, or otherwise withdrawn from, the Interest Reserve Account and the Capital Account as of the Relevant Calculation Date on such Payment Date in accordance with Section 3.7, and (z) the amount of payments, if any, made pursuant to Section 2.5(d5.2(b), Section 5.2(c) from each of the Collection Account and the Capital Accountor Section 5.2(o));
(iii) the balance of funds on deposit in each Account other than the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(iv) the balance of funds on deposit in the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(viv) Taxes owed by the IssuerRequired Interest Amount in respect of the Notes;
(vi) (x) all other Expenses due and payable on such Payment Date and not previously paid or reimbursed, and to be paid or reimbursed, pursuant to Section 3.6(a)(ii), in the amounts shown on all supporting documentation therefor and attached to the Calculation Date Information received by the Calculation Agent, and (y) all Expenses previously reimbursed and paid to the Issuer in respect of Expenses pursuant to Section 3.6(c) from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(vii) the applicable interest rate on each class of Floating Rate Notes (if any) determined on the Reference Date for the Interest Accrual Period beginning on such Payment Date and the Interest Amount (including any Additional Interest) on each class of Floating Rate Notes and Fixed Rate Notes for such Payment Date;
(viiiv) if such Payment Date is a Redemption Date on which a Redemption of Notes is scheduled to occur, the amount necessary to pay the Redemption Price (and related Expenses) of the Notes to be repaid on such Redemption Date and the Redemption Premium, if any, to be paid as part of such Redemption Price;
(ixvi) the Interest Amount due to Noteholders of each class of the Notes on such Payment Date (including the Required Interest Amount in respect of the Notes) and the difference, if any, between the such Interest Amount due to the Noteholders of each class of the Notes on such Payment Date and the Available Collections Amount for such Payment Date, after giving effect to the payment of all amounts to be paid or reimbursed on such Payment Date pursuant to Section 3.6(a)(i) and Section 3.6(a)(ii) (such difference in respect of the Class A Notes, an “Interest Shortfall”), and, with respect to each Interest Shortfall, the amount to be withdrawn from the Interest Reserve Account and/or the Capital Account, if any, determined as provided in Section 3.7;
(xvii) the Outstanding Principal Balance of each class of the Notes on such Payment Date immediately prior to any principal payment with respect to the Outstanding Principal Balance on such Payment Date and the amount of any principal payment with respect to the Outstanding Principal Balance to be made in respect of each class of the Notes on such Payment Date, taking into account Date (including the other payments to be made as principal payments on such Payment Date entitled to priority pursuant to Section 3.6Required Principal Amount in respect of the Notes);
(xiviii) the amounts, if any, distributable to the Issuer on such Payment Date pursuant to Section 3.6(a)(vii3.5(a)(iv);
(ix) the amount of any Termination Payment received in the Collection Account; and
(xiix) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the other Transaction Deal Documents.
(b) Following the calculations and determinations by the Calculation Agent described in Section 3.4(a), and not later than 1:00 p.m., New York City time, on the second Business Day prior to the succeeding Payment Date, the Calculation Agent shall provide to each of the Issuer, the Servicer Issuer and the Trustee a calculation report (a “Calculation Report”) listing the determinations and calculations set forth in Section 3.4(a). All calculations made by the Calculation Agent shall, in the absence of manifest error, be binding and conclusive for all purposes upon the Noteholders, the Beneficial Holders, the Servicer, the Issuer and the Trustee.
Appears in 1 contract
Calculation Date Calculations. (a) As soon as reasonably practicable after each Calculation Date (a “Relevant Calculation Date”), but in no event later than 12:00 noon (New York City time) on the second Business Day prior to the immediately succeeding Payment Date, the Calculation Agent shall, based on the Calculation Date Servicer Information received by the Calculation Agent, and based on information known to it or Relevant Information provided to it, make the following determinations and calculations (and each of the Trustee and the Issuer (for itself and on behalf of the Servicer) agrees to provide any Relevant Information reasonably requested by the Calculation Agent for the purpose of making such determinations and calculations):
(i) the Available Collections Amount for such Payment Date;
(ii) (x) the amount of Collections received during the period commencing on the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date, Date and (y) the amount, if any, to be transferred to from the Collection Account from, or otherwise withdrawn from, the Interest Reserve Account and the Capital Holdback Account as of the Relevant Calculation Date to the Collection Account on such the Payment Date immediately following the Relevant Calculation Date in accordance with Section 3.7, and (z) the amount of payments, if any, made pursuant to Section 2.5(d) from each of the Collection Account and the Capital Account3.12;
(iii) the balance of funds on deposit in each Account other than the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(iv) the balance of funds on deposit in the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(v) Taxes owed by all fees, costs and expenses (including reasonable attorneys’ fees and legal expenses) of the IssuerNoteholders under this Indenture not previously reimbursed;
(vi) (x) all other Expenses due and payable not previously reimbursed, with the amounts shown on such Payment Date and all invoices attached to the Servicer Information received by the Calculation Agent for the reimbursement or payment of Expenses or Servicing Fees not previously paid or reimbursed, and to be paid or reimbursed, pursuant to Section 3.6(a)(ii), in the amounts shown on all supporting documentation therefor and attached to the Calculation Date Information received by the Calculation Agent, and (y) all Expenses previously reimbursed and paid to the Issuer in respect of Expenses pursuant to Section 3.6(c) from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(vii) the applicable interest rate on each class of Floating Rate Notes (if any) determined on the Reference Date for the Interest Accrual Period beginning on such Payment Date and the Interest Amount (including any Additional Interest) on each class of Floating Rate Notes and Fixed Rate Notes for such Payment Date;
(viii) if such Payment Date is a Redemption Date on which a Redemption of Notes is scheduled to occur, the amount necessary to pay the Redemption Price (and related Expenses) of the Notes to be repaid on such Redemption Date and the Redemption Premium, if any, to be paid as part of such Redemption Price;
(ix) the Interest Amount due amount of the Parent Shortfall Payment, if any, to Noteholders of each class of Notes be made on such Payment Date and Date, provided such payment is being made in accordance with Section 3.10;
(x) the difference, if any, between the Interest Amount due to the Noteholders of each class of Class A Notes pursuant to Section 3.7(a)(iii) on such Payment Date and the portion of the Available Collections Amount available to pay such Interest Amount for such Payment DateDate (a “Shortfall”), after giving effect taking into account any Parent Shortfall Payment determined pursuant to Section 3.5(a)(ix) and the payment of all amounts to be paid or reimbursed expenses described in Section 3.5(a)(v) and Section 3.5(a)(vi) payable on such Payment Date pursuant to Section 3.6(a)(i) and Section 3.6(a)(ii) (such difference in respect of the Class A Notes, an “Interest Shortfall”), and, with respect to each Interest Shortfall, the amount to be withdrawn from the Interest Reserve Account and/or the Capital Account, if any, determined as provided in Section 3.73.8;
(xxi) the Outstanding Principal Balance of each class of Notes on such Payment Date immediately prior to any principal payment with respect to the Outstanding Principal Balance on such Payment Date date and the amount of any principal payment with respect to the Outstanding Principal Balance to be made in respect of each class of Notes on such Payment Date, taking into account the other payments to be made as principal payments on such Payment Date entitled to priority pursuant to Section 3.63.7;
(xixii) the amounts, if any, distributable to the Issuer on such Payment Date pursuant to Section 3.6(a)(vii3.7(a)(viii);
(xiii) the amounts, if any, distributable from the Holdback Account to the Parent on or prior to such Payment Date pursuant to Section 3.12; and
(xiixiv) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the other Transaction Documents.
(b) Following the calculations and determinations by the Calculation Agent described in Section 3.4(a3.5(a), and not later than 1:00 p.m., New York City time, on the second Business Day prior to the immediately succeeding Payment Date, the Calculation Agent shall provide to each of the IssuerServicer, the Servicer Issuer and the Trustee a calculation report (a “Calculation Report”) listing the such determinations and calculations and the amount of the Available Collections Amount to be applied on such Payment Date to make each of the payments and transfers contemplated by Section 3.7(a) or Section 3.10(a), and any Parent Shortfall Payment due and payable on such date, as applicable, setting forth the payments to be made in respect of the Notes. The calculations set forth in Section 3.4(a). All calculations made by each Calculation Report shall be conclusive and binding on each of the Calculation Agent shall, in the absence of manifest error, be binding and conclusive for all purposes upon the Noteholders, the Beneficial HoldersIssuer, the Servicer, the Issuer Trustee and the Trusteeeach Noteholder, absent manifest error.
Appears in 1 contract
Calculation Date Calculations. (a) As soon as reasonably practicable after each Calculation Date (a “Relevant Calculation Date”), but in no event later than 12:00 noon (New York City time) on the second Business Day prior to the immediately succeeding Payment Date, the Calculation Agent shall, based on the Calculation Date Information received by the Calculation Agent, and based on information known to it or Relevant Information provided to it, make the following determinations and calculations (and each of the Trustee and the Issuer (for itself and on behalf of the Servicer) agrees to provide any Relevant Information reasonably requested by the Calculation Agent for the purpose of making such determinations and calculations):
(i) the Available Collections Amount for such Payment Date;
(ii) (x) the amount of Collections received during the period commencing on the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date, Date and (y) the amount, if any, to be transferred to the Collection Account from, or otherwise withdrawn from, the Interest Reserve Account and from the Capital Account as of the Relevant Calculation Date to the Collection Account on such Payment Date in accordance with Section 3.7, 3.8 and (z) the amount of payments, if any, made as calculated pursuant to Section 2.5(d) from each of the Collection Account and the Capital Account3.5(a)(x);
(iii) the balance of funds on deposit in each Account other than the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(iv) the balance of funds on deposit in the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(v) Taxes owed by the Issuer;
(vi) the amount of the Tax Distribution, if any, to be made on such Payment Date, provided such Tax Distribution is being made in accordance with Section 3.7(a)(ii);
(vii) (x) all other Expenses due and payable on such Payment Date and not previously paid or reimbursed, and to be paid or reimbursed, pursuant to Section 3.6(a)(ii3.7(a)(iii), in the amounts shown on all supporting documentation therefor and attached to the Calculation Date Information received by the Calculation Agent, and (y) all Expenses previously reimbursed and paid to the Issuer in respect of Expenses pursuant to Section 3.6(c3.7(c) from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(viiviii) the applicable interest rate on each class of Floating Rate Notes (if any) determined on the Reference Date for the Interest Accrual Period beginning on such Payment Date and the Interest Amount (including any Additional Interest) on each class of Floating Rate Notes and Fixed Rate Notes for such Payment Date;
(viiiix) if such Payment Date is a Redemption Date on which a Redemption of Notes is scheduled to occur, the amount necessary to pay the Redemption Price (and related Expenses) of the Notes to be repaid on such Redemption Date and the Redemption Premium, if any, to be paid as part of such Redemption Price;
(ixx) the Interest Amount due to the Noteholders of each class of Class A Notes on such Payment Date and the difference, if any, between the Interest Amount due to the Noteholders of each class of Class A Notes on such Payment Date and the Available Collections Amount for such Payment Date, after giving effect to the payment of all amounts to be paid or reimbursed on such Payment Date pursuant to Section 3.6(a)(i3.7(a)(i), Section 3.7(a)(ii) and Section 3.6(a)(ii3.7(a)(iii) (such difference in respect of the Class A Notesdifference, an a “Interest Shortfall”), and, with respect to each Interest Shortfall, the amount to be withdrawn from the Interest Reserve Account and/or the Capital Account, if any, determined as provided in Section 3.73.8;
(xxi) the Outstanding Principal Balance of each class of Notes on such Payment Date immediately prior to any principal payment with respect to the Outstanding Principal Balance on such Payment Date and the amount of any principal payment with respect to the Outstanding Principal Balance to be made in respect of each class of Notes on such Payment Date, taking into account the other payments to be made as principal payments on such Payment Date entitled to priority pursuant to Section 3.63.7;
(xixii) the amounts, if any, distributable to the Issuer on such Payment Date pursuant to Section 3.6(a)(vii3.7(a)(viii); and
(xiixiii) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the other Transaction Deal Documents.
(b) Following the calculations and determinations by the Calculation Agent described in Section 3.4(a3.5(a), and not later than 1:00 p.m., New York City time, on the second Business Day prior to the immediately succeeding Payment Date, the Calculation Agent shall provide to each of the Issuer, the Servicer and the Trustee a calculation report (a “Calculation Report”) listing the determinations and calculations set forth in Section 3.4(a3.5(a). All calculations made by the Calculation Agent shall, in the absence of manifest error, be binding and conclusive for all purposes upon the Noteholders, the Beneficial Holders, the Servicer, the Issuer and the Trustee.
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Samples: Indenture (PDL Biopharma, Inc.)
Calculation Date Calculations. (a) As soon as reasonably practicable after each Calculation Date (a “Relevant Calculation Date”), but in no event later than 12:00 noon (New York City time) on the second Business Day prior to the immediately succeeding Payment Date, the Calculation Agent shall, based on the Calculation Date Information received by the Calculation Agent, and based on information known to it or Relevant Information provided to it, make the following determinations and calculations (and each of the Trustee and the Issuer (for itself and on behalf of the any Servicer) agrees to provide any Relevant Information reasonably requested by the Calculation Agent for the purpose of making such determinations and calculations):
(i) the Available Collections Amount for such Payment Date;
(ii) (x) the amount of Collections received during the period commencing on the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date, Date and (y) the amount, if any, to be transferred to the Collection Account from, or otherwise withdrawn from, from the Interest Reserve Account and the Capital Account as of the Relevant Calculation Date to the Collection Account on such Payment Date in accordance with Section 3.7, and (z) the amount of payments, if any, made pursuant to Section 2.5(d) from each of the Collection Account and the Capital Account3.8;
(iii) the balance of funds on deposit in each Account other than the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(iv) the balance of funds on deposit in the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(v) Taxes owed by the Issuer;
(vi) (x) all other Expenses due and payable on such Payment Date and not previously paid or reimbursed, and to be paid or reimbursed, pursuant to Section 3.6(a)(ii3.7(a)(i), in the amounts shown on all supporting documentation therefor and attached to the Calculation Date Information received by the Calculation Agent, and (y) all Expenses previously reimbursed and paid to the Issuer in respect of Expenses pursuant to Section 3.6(c3.7(c) from the day immediately following the Calculation Date that immediately preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(viivi) the applicable interest rate on each class of Floating Rate Notes (if any) determined on the Reference Date for the Interest Accrual Period beginning on such Payment Date and the Interest Amount (including any Additional Interest) on each class of Floating Rate Notes and Fixed Rate Notes for such Payment Date;
(viiivii) if such Payment Date is a Redemption Date on which a Redemption of Notes is scheduled to occur, the amount necessary to pay the Redemption Price (and related Expenses) of the Notes to be repaid on such Redemption Date and the Redemption Premium, if any, to be paid as part of such Redemption Price;
(ixviii) (x) the Interest Amount due amount of the Tax Distribution, if any, to Noteholders of each class of Notes be made on such Payment Date, provided such Tax Distribution is being made in accordance with Section 3.7(a)(iii), or (y) the amount, if any, to be transferred to the Tax Distribution Escrow Account on such Payment Date and in accordance with Section 3.7(a)(iii);
(ix) the difference, if any, between the Interest Amount due to the Noteholders of each class of Class A Notes on such Payment Date and the Available Collections Amount for such Payment Date, after giving effect to the payment of all amounts Expenses to be paid or reimbursed on such Payment Date pursuant to Section 3.6(a)(i) and Section 3.6(a)(ii3.7(a)(i) (such difference in respect of the Class A Notesdifference, an a “Interest Shortfall”), and, with respect to each Interest Shortfall, the amount to be withdrawn from the Interest Reserve Account and/or the Capital Account, if any, determined as provided in Section 3.73.8;
(x) the Outstanding Principal Balance of each class of Notes on such Payment Date immediately prior to any principal payment with respect to the Outstanding Principal Balance on such Payment Date and the amount of any principal payment with respect to the Outstanding Principal Balance to be made in respect of each class of Notes on such Payment Date, taking into account the other payments to be made as principal payments on such Payment Date entitled to priority pursuant to Section 3.63.7;
(xi) the amounts, if any, distributable to the Issuer on such Payment Date pursuant to Section 3.6(a)(vii3.7(a)(viii); and
(xii) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the other Transaction Deal Documents.
(b) Following the calculations and determinations by the Calculation Agent described in Section 3.4(a3.5(a), and not later than 1:00 p.m., New York City time, on the second Business Day prior to the immediately succeeding Payment Date, the Calculation Agent shall provide to each of the Issuer, the any Servicer and the Trustee a calculation report (a “Calculation Report”) listing the such determinations and calculations and the amount of the Available Collections Amount to be applied on such Payment Date to make each of the payments and transfers contemplated by Section 3.7(a) or Section 3.9(a), as applicable, and setting forth the payments to be made in respect of the Notes and any Tax Distributions. The calculations set forth in Section 3.4(a). All calculations made by each Calculation Report shall be conclusive and binding on each of the Calculation Agent shallIssuer, in the absence of manifest error, be binding and conclusive for all purposes upon the Noteholders, the Beneficial Holders, the any Servicer, the Issuer Trustee and the Trusteeeach Noteholder, absent manifest error.
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Calculation Date Calculations. (a) As soon as reasonably practicable after each Calculation Date (a “Relevant Calculation Date”), but in no event later than 12:00 noon (New York City time) on the second third Business Day prior to immediately preceding the succeeding related Payment Date, the Calculation Agent shall, based on the Calculation Date Information received by the Calculation Agent, and based on information known to it or Relevant Information provided to it, make the following determinations and calculations (and each of the Trustee and the Issuer (for itself and on behalf of the Servicer) agrees to provide any Relevant Information reasonably requested by the Calculation Agent for the purpose of making such determinations and calculations):
(i) the Available Collections Amount for such the related Payment Date;
(ii) (x) the amount of Collections received during interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit in the period commencing Collection Account from the day immediately following the preceding Calculation Date that preceded such Relevant Calculation Date to and ending on including such Relevant Calculation Date, (y) the amount, if any, to be transferred to withdrawn from the Collection Account from, or otherwise withdrawn from, from the Interest Reserve Account day following the preceding Calculation Date to and the Capital Account as of the including such Relevant Calculation Date in accordance with Section 3.10 and (z) the amount, if any, to be withdrawn from the Collection Account on such Payment Date in accordance with Section 3.7, 3.7 and (z) the amount of payments, if any, made as calculated pursuant to Section 2.5(d) from each of the Collection Account and the Capital Account3.4(a)(ix);
(iii) the balance of funds on deposit in each Account other than the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(iv) the balance of funds on deposit in the Collection Account on such Relevant Calculation Date and the amount of interest and earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(v) Taxes owed by the Issuer;
(vi) (x) all other Administrative Expenses due and payable on such Payment Date and not previously paid or reimbursed, and to be paid or reimbursed, pursuant to Section 3.6(a)(ii3.6(a)(iii) and Section 3.6(a)(v), in the amounts shown on all supporting documentation therefor and attached to the Calculation Date Information received by the Calculation Agent, and (y) all Administrative Expenses previously reimbursed and paid to the Issuer in respect of Administrative Expenses pursuant to Section 3.6(c) from the day immediately following the Calculation Date that preceded such Relevant Calculation Date and ending on such Relevant Calculation Date;
(vii) the applicable interest rate on each class of Floating Rate Notes (if any) determined on the Reference Date for the Interest Accrual Period beginning on such Payment Date and the Interest Amount (including any Additional Interest) on each class of Floating Rate Notes and Fixed Rate Notes for such Payment Date;
(viii) (A) if such Payment Date is a Redemption Date on which a Redemption of Notes is scheduled to occur, the amount necessary to pay the Redemption Price (and related Administrative Expenses) of the Notes to be repaid on such Redemption Date and the Redemption Premium, if any, to be paid as part of such Redemption Price, and (B) if such Payment Date is a date on which a Mandatory Tax Redemption is scheduled to occur, the amount necessary to pay the redemption price (and related Administrative Expenses) of the Notes to be repaid in connection with such Mandatory Tax Redemption on such date;
(ixA) the Interest Amount due to Noteholders of each class of Notes on such Payment Date and the difference, if any, between the Interest Amount due to the Noteholders of each class of Notes on such Payment Date and the Available Collections Amount for such Payment Date, after giving effect to the payment of all amounts to be paid or reimbursed on such Payment Date pursuant to Section 3.6(a)(i), Section 3.6(a)(ii) and Section 3.6(a)(ii3.6(a)(iii) (such difference in respect of the Class A Notesdifference, an “Interest Shortfall”), and, with respect to each Interest Shortfall, the amount to be withdrawn from the Interest Reserve Collection Account and/or the Capital Account, if any, determined as provided in Section 3.73.7(b)(i) and (B) the amount, if any, of scheduled interest to be added to the principal balance of the Notes on such Payment Date pursuant to Section 3.7(a) if such Payment Date falls within the Interest Deferral Period;
(x) the Outstanding Principal Balance of each class of Notes on such Payment Date immediately prior to any principal payment with respect to the Outstanding Principal Balance on such Payment Date and the amount of any principal payment with respect to the Outstanding Principal Balance to be made in respect of each class of Notes on such Payment Date, taking into account the other payments to be made as principal payments on such Payment Date entitled to priority pursuant to Section 3.6;
(xi) the amounts, if any, distributable to the Issuer on such Payment Date pursuant to Section 3.6(a)(vii3.6(a)(ix); and
(xii) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the other Transaction Documents.
(b) Following the calculations and determinations by the Calculation Agent described in Section 3.4(a), and not later than 1:00 p.m., New York City time, on the second Business Day prior to the succeeding Payment Date, the Calculation Agent shall provide to each of the Issuer, the Servicer and the Trustee a calculation report (a “Calculation Report”) listing the determinations and calculations set forth in Section 3.4(a). All calculations made by the Calculation Agent shall, in the absence of manifest error, be binding and conclusive for all purposes upon the Noteholders, the Beneficial Holders, the Servicer, the Issuer and the Trustee.
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