Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral Asset, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral Assets, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision. (a) All calculations with respect to Scheduled Distributions on any Collateral Asset shall be made on the basis of information as to the terms of each such Collateral Asset and upon reports of payments, if any, received on such Collateral Asset that are furnished by or on behalf of the Obligor of such Collateral Asset and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations. (b) For purposes of calculating the Borrowing Base Test, except as otherwise specified in the Borrowing Base Test, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral Assets, unless or until such fees are actually paid. (c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset (other than a Defaulted Loan or an Ineligible Collateral Asset, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X. (d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset shall be assumed to be received on the applicable Due Date. (e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made. (f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets will be treated as having a Principal Balance of zero. (g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral Asset. (h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded. (i) Portions of the same Collateral Asset acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral Assets) will, for purposes of determining the Purchase Price of such Collateral Asset, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral Asset). (j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%. (k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor). (l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time. (m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 5 contracts
Samples: Amendment No. 2 to Facility Documents (Blue Owl Technology Income Corp.), Credit and Security Agreement (Blue Owl Credit Income Corp.), Credit and Security Agreement (Blue Owl Technology Income Corp.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Minimum OC Coverage Test, except as otherwise specified in the Borrowing Base Testdefinition thereof, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) . Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test.
(g) Determinations of the Collateral Loans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base will be made on a Trade Date basis and after giving effect to (x) all purchases or sales to be entered into on such Trade Date and (y) all Advances requested to be made on such Trade Date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable. Notwithstanding anything to the contrary herein, no Default shall be deemed to have occurred and no monetary thresholds shall be deemed not complied with solely as a result of changes in the applicable exchange rate.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan). For the avoidance of doubt, for purposes of this Agreement, subsequent draws under Revolving Collateral Loans or Delayed Drawdown Collateral Loans shall not be considered separate purchases that require additional approval from the Administrative Agent.
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 3 contracts
Samples: Revolving Credit and Security Agreement (T Series Middle Market Loan Fund LLC), Revolving Credit and Security Agreement (T Series Middle Market Loan Fund LLC), Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral Asset, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral Assets, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset shall be made on the basis of information as to the terms of each such Collateral Asset and upon reports of payments, if any, received on such Collateral Asset that are furnished by or on behalf of the Obligor of such Collateral Asset and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Assets and Ineligible Collateral Assets unless or until such payments are actually made or such payments are determined likely to be received by the Investment Advisor pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral Assets, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset (other than a Defaulted Loan Collateral Asset or an Ineligible Collateral Asset, which, unless such payments are determined likely to be received by the Investment Advisor pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets will be treated as having a Principal Balance of equal to zero.
(g) Except Determinations of the Collateral Assets, or portions thereof, that constitute Excess Concentration Amounts will be determined in the way that produces the highest Borrowing Base, Distribution Borrowing Base and EOD Borrowing Base, as otherwise provided hereinapplicable, Ineligible at the time of determination, it being understood that a Collateral Asset (or portion thereof) that falls into more than one category of Collateral Assets will (i) not be included in deemed, solely for purposes of such determinations, to fall only into the calculation of category that produces the Collateral Quality Testhighest such Borrowing Base, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Distribution Borrowing Base on and after the date EOD Borrowing Base, as applicable, at such Collateral Asset constitutes an Ineligible Collateral Assettime (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Assets, the Borrowing Base, the Distribution Borrowing Base and the EOD Borrowing Base shall be made on a Trade Date basis and after giving effect to (x) all purchases or sales to be entered into on such Trade Date and (y) all Advances requested to be made on such Trade Date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Assets.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable. Notwithstanding anything to the contrary herein, no Default or Event of Default shall be deemed to occur solely as a result of changes in the applicable exchange rate causing the outstanding amount of Advances to exceed the Maximum Facility Amount.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Asset include references to the Borrower’s acquisition of such Collateral Asset by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Asset. Portions of the same Collateral Asset acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral Assets) will, for purposes of determining the Purchase Price purchase price of such Collateral Asset, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral Asset).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 3 contracts
Samples: Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.), Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.), Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Loans and Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Loans.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Defaulted Loans and Ineligible Loans (including any unfunded commitments with respect to such Collateral Assets Loans) will be treated as having a Principal Balance of value equal to zero.
(g) Except as otherwise provided hereinDeterminations of the Eligible Loans, Ineligible Collateral Assets or portions thereof, that constitute Excess Concentration Amounts will (i) not be included determined in the calculation of way that produces the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one such category of Collateral Asset constitutes an Ineligible Collateral AssetLoans will be deemed, solely for purposes of such determinations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded[Reserved].
(i) Any Collateral Loan Obligation purchased for 98% of par or more will be deemed to be purchased at par; provided that any arranger, closing or similar fees earned at the primary closing of a Collateral Loan Obligation will not be considered discounts to par.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the BDC and the Borrower’s making or origination of such Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars (and any amounts denominated in an Approved Foreign Currency shall be converted to the Dollar Equivalent for such calculations, as applicable). For purposes of calculating compliance with the Borrowing Base Testthis Agreement, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date calculations with respect to any such Collateral Asset all amounts received or Eligible Investment acquired required to be paid in a currency other than Dollars or disposed of or under consideration for acquisition or disposition an Approved Foreign Currency shall be used to determine compliance with valued at zero.
(m) Other than for purposes of determining whether the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided thatconditions for each Advance have been satisfied, for purposes of calculating compliance with any test under this Agreement (including, without limitation, the Borrowing Base Maximum Advance Rate Test, the Collateral Quality Test or Interest Coverage Ratio Test, any Concentration Limitation, and any Portfolio Quality Test), the calculation thereof shall assume trade date (and give pro forma effect tonot the settlement date) (x) with respect to any acquisition or disposition of a Loan shall be used to determine whether and when such acquisition or disposition has occurred so long as such acquisition or disposition settles within 30 days of the making trade date. If such acquisition or disposition does not settle within 30 days of an Advance to the Borrower (trade date, all such tests shall be recalculated based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to date such acquisition or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on Loan actually settles. For the sale price therefor).
(l) At avoidance of doubt, for purposes of calculating compliance with any time when any one or more of test under this Agreement to determine whether the Concentration Limitations are exceededconditions for each Advance have been satisfied, the Borrower settlement date (and not the trade date) with respect to any acquisition or the Collateral Manager acting on its behalf) disposition of a Loan shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations determine whether and when such acquisition or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefordisposition has occurred.
Appears in 3 contracts
Samples: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp), Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp), Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoans, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Loans.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Loans (including any unfunded commitments with respect to such Collateral Assets Loans) will be treated as having a Principal Balance of value equal to zero.
(g) Determinations of the Eligible Loans, or portions thereof, that constitute Excess Concentration Amounts will be determined in the way that produces the highest Borrowing Base at the time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one such category of Collateral Loans will be deemed, solely for purposes of such determinations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetTests.
(hi) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excludedexcluded until paid in cash.
(ij) References in this Agreement to the Borrower’s “acquisition” of a Loan include references to the Borrower’s acquisition of such Loan by way of a sale and/or contribution and the Borrower’s making or acquisition of such Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets whether through purchase, receipt by contribution or Delayed Drawdown Collateral Assetsthe making or acquisition thereof) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations and the Default Ratio, all calculations will be rounded to the nearest 0.01%.
(k) . For purposes of calculating compliance with the Borrowing Base Test, each of the Collateral Quality TestTests, all calculations will be rounded to the nearest 0.1 or 0.1%, as applicable.
(l) Notwithstanding any Concentration Limitation other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in connection with the acquisition or disposition Dollars. For purposes of a Collateral Asset or Eligible Investmentthis Agreement, the trade date calculations with respect to any such Collateral Asset all amounts received or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition required to be paid in a currency other than Dollars shall be used to determine compliance with valued at zero.
(m) Other than for purposes of determining whether the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided thatconditions for each Advance have been satisfied, for purposes of calculating compliance with any test under this Agreement (including, without limitation, the Borrowing Base Maximum Advance Rate Test, the Collateral Quality Test or Interest Coverage Ratio Test, any Concentration Limitation, and any Collateral Quality Test), the calculation thereof shall assume trade date (and give pro forma effect tonot the settlement date) (x) with respect to any acquisition or disposition of a Loan shall be used to determine whether and when such acquisition or disposition has occurred; provided that, solely with respect to any acquisition or disposition occurring after the making Second Amendment Closing Date, in the event such acquisition or disposition does not settle within 30 days of an Advance to the Borrower (trade date, the Administrative Agent may elect that all such tests shall be recalculated based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to date such acquisition or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset Loan actually settles. For the avoidance of doubt, for purposes of calculating compliance with any test under this Agreement to determine whether the conditions for each Advance have been satisfied, the settlement date (based on and not the sale price therefor)trade date) with respect to any acquisition or disposition of a Loan shall be used to determine whether and when such acquisition or disposition has occurred.
(ln) At any time when any one Determinations of financial covenants and ratios or more of the Concentration Limitations are exceededother performance metrics with respect to a Collateral Loan (including, the Borrower (or the Collateral Manager acting on its behalfbut not limited to, loan to total enterprise value ratio) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity made in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together accordance with the Related Documents for each such Collateral Agent, the Custodian Loan and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability thereforupdated no less frequently than quarterly.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Logan Ridge Finance Corp.), Revolving Credit and Security Agreement (Logan Ridge Finance Corp.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base Testdefinitions of the Coverage Tests themselves, such calculations will not include include
(i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) . Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test.
(g) Determinations of the Collateral Loans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base will be made on a Trade Date basis and after giving effect to (x) all purchases or sales to be entered into on such Trade Date and (y) all Advances requested to be made on such Trade Date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable. Notwithstanding anything to the contrary herein, no Default shall be deemed to have occurred and no monetary thresholds shall be deemed not complied with solely as a result of changes in the applicable exchange rate.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan). For the avoidance of doubt, for purposes of this Agreement, subsequent draws under Revolving Collateral Loans or Delayed Drawdown Collateral Loans shall not be considered separate purchases that require additional approval from the Administrative Agent.
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund), Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetObligations, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsObligations, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Obligations and on any other amounts that may be received for deposit in the Interest Collection Account or the Principal Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Obligations securing the Advances shall be made on the basis of information as to the terms of each of such Collateral Asset Obligations and upon reports of payments, if any, received on such Collateral Asset Obligations that are furnished by or on behalf of the Obligor of such Collateral Asset Obligations and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsObligations, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Obligations (other than a Defaulted Loan or an Ineligible Collateral AssetObligations, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the sum of (i) the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, Obligations (ii) including the proceeds of the sale of such Collateral Asset Obligations received and, in the case of sales which have not yet settled, to be received during such the Collection Period that are Period) and not reinvested in additional Collateral Assets Obligations or retained in a the Interest Collection Account or the Principal Collection Account for subsequent reinvestment pursuant to Article X, which proceedsSection 10.02 that, if received as scheduled, will be available in a the Interest Collection Account and available for distribution or the Principal Collection Account, as applicable, at the end of such the Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were any such amounts received in prior Collection Periods but that were not disbursed on a previous Payment Date or retained in a the Interest Collection Account or the Principal Collection Account, as applicable, for subsequent reinvestment pursuant to Article X.Section 10.02.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Obligation shall be assumed to be received on the applicable Due Date, and each such Scheduled Distribution shall be assumed to be immediately deposited in the Interest Collection Account or the Principal Collection Account, as applicable, to earn interest at the Assumed Reinvestment Rate (as determined on each relevant date of determination). All such funds shall be assumed to continue to earn interest until the date on which they are required to be available in the Interest Collection Account or the Principal Collection Account, as applicable, for application, in accordance with the terms hereof, to payments of principal of or interest on the Advances or other amounts payable pursuant to this Agreement.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Defaulted Obligations will be treated as having a Principal Balance of zeroequal to the Defaulted Obligation Amount.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Defaulted Obligations will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetTests.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread)Test, capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset Obligation acquired by the Borrower on different dates (but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetObligation, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetObligation).
(j) All calculations and measurements required to be made and all reports that are to be prepared pursuant to this Agreement with respect to the Collateral Obligations shall be made on the basis of the trade confirmation date after the Borrower makes a binding commitment to purchase (or originate) or sell an asset (the “trade date”) and not the settlement date.
(k) For purposes of determining whether Unscheduled Principal Payments and Disposition Proceeds of Credit Risk Obligations are available for reinvestment on any Payment Date after the Reinvestment Period under the Priority of Payments, Principal Proceeds of all other types will be deemed to be distributed prior to the distribution of Unscheduled Principal Payments and Disposition Proceeds of Credit Risk Obligations on such Payment Date.
(l) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(km) For Any Specified Change that results in the transfer or release of all or substantially all of the assets securing a Collateral Obligation shall, for purposes of calculating compliance with the Borrowing Base TestConcentration Limitations, result in the recategorizing of such Collateral Obligation as an Equity Obligation.
(n) If the Borrower has entered into a binding commitment to acquire or originate an asset prior to the end of the Reinvestment Period (regardless of whether the allocated principal amount of such asset is known or whether the trade date of such acquisition falls prior to the end of the Reinvestment Period), such asset will be treated as having been purchased (or originated) by the Borrower prior to the end of the Reinvestment Period for purposes of the Eligibility Criteria, the Coverage Tests, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation Tests and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to timeLimitations.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 2 contracts
Samples: Credit and Security Agreement (BlackRock Private Credit Fund), Credit and Security Agreement (BlackRock Private Credit Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of equal to zero and (iii) be excluded from the calculation of each the Borrowing Base on and after the date such Collateral Asset Loan constitutes an Ineligible Collateral AssetLoan.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(j) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Equity Coverage Test, the Minimum Equity Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, each of the trade date and the settlement date with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Equity Coverage Test, the Minimum Equity Test, the Collateral Quality Test Test, or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, (i) for purposes of calculating compliance with the Borrowing Base Test, the Equity Coverage Test, the Minimum Equity Test, the Collateral Quality Test Test, or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset Loan (based on the applicable Purchase Pricepurchase price therefor) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset Loan (based on the sale price therefor)) and (ii) for purposes of calculating the Borrowing Base Test, the Equity Coverage Test, the Minimum Equity Test, the Collateral Quality Test, or any Concentration Limitation in connection with the making or repayment of any Advance, such calculation shall be recalculated at the time such Advance is made or repaid after giving effect to the settlement of any Collateral Loan acquired or disposed of.
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 2 contracts
Samples: Credit and Security Agreement (CION Investment Corp), Credit and Security Agreement (CION Investment Corp)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetObligations, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsObligations, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Obligations and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Obligations securing the Advances shall be made on the basis of information as to the terms of each of such Collateral Asset Obligations and upon reports of payments, if any, received on such Collateral Asset Obligations that are furnished by or on behalf of the Obligor of such Collateral Asset Obligations and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsObligations, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Obligations (other than a Defaulted Loan or an Ineligible Collateral AssetLoan/Bonds, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the sum of (i) the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, Obligations (ii) including the proceeds of the sale of such Collateral Asset Obligations received and, in the case of sales which have not yet settled, to be received during such the Collection Period that are Period) and not reinvested in additional Collateral Assets Obligations or retained in a the Collection Account for subsequent reinvestment pursuant to Article X, which proceedsSection 10.02 that, if received as scheduled, will be available in a the Collection Account and available for distribution at the end of such the Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were any such amounts received in prior Collection Periods but that were not disbursed on a previous Payment Date or retained in a the Collection Account for subsequent reinvestment pursuant to Article X.Section 10.02.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Obligation shall be assumed to be received on the applicable Due Date, and each such Scheduled Distribution shall be assumed to be immediately deposited in the Collection Account to earn interest at the Assumed Reinvestment Rate (as determined on each relevant date of determination). All such funds shall be assumed to continue to earn interest until the date on which they are required to be available in the Collection Account for application, in accordance with the terms hereof, to payments of principal of or interest on the Advances or other amounts payable pursuant to this Agreement.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Defaulted Loan/Bonds will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Defaulted Loan/Bonds will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetTests.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Obligation include references to the Borrower’s acquisition of such Collateral Obligation by way of contribution from the Investment Manager or an Affiliate thereof. Portions of the same Collateral Asset Obligation acquired by the Borrower on different dates (whether through purchase or receipt by contribution, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetObligation, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetObligation). The “purchase price” for all or part of any Collateral Obligation acquired from an Affiliate of the Borrower, paid in the form of a contribution to the capital of the Borrower, shall be consistent with the amount that would be paid in an arms-length transaction with a non-Affiliate.
(j) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For Any Specified Change that results in the transfer or release of all or substantially all of the assets securing a Collateral Obligation shall, for purposes of calculating compliance with the Borrowing Base TestConcentration Limitations, result in the recategorizing of such Collateral Quality TestObligation as an Equity Security.
(l) As of any date of determination, or any Concentration Limitation for purposes of all calculations under this Agreement Agreement, each Canadian Dollar Obligation and all cashflows in connection with the acquisition respect thereto (whether existing or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition anticipated) shall be used expressed in Dollars applying the Settlement Date Rate relating to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunderCanadian Dollar Obligation; provided thatthat if as of such date of determination the Settlement Date Rate relating to such Canadian Dollar Obligation is less than the prevailing Spot Foreign Exchange Rate as of such date of determination, then such Canadian Dollar Obligation shall be expressed in Dollars applying the prevailing Spot Foreign Exchange Rate as of such date of determination.
(m) Unless otherwise specified, for purposes of calculating compliance with any tests in this Agreement (including without limitation the Borrowing Base TestCoverage Tests, the Collateral Quality Test or any Tests and the Concentration LimitationLimitations), the calculation thereof shall assume trade date (and give pro forma effect tonot the settlement date) (x) the making of an Advance with respect to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to acquisition or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one Obligation or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) Eligible Investment shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations determine whether and when such acquisition or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefordisposition has occurred.
Appears in 2 contracts
Samples: Credit and Security Agreement (TPG Specialty Lending, Inc.), Revolving Credit and Security Agreement (TPG Specialty Lending, Inc.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetObligations, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsObligations, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Obligations and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Obligations securing the Advances shall be made on the basis of information as to the terms of each of such Collateral Asset Obligations and upon reports of payments, if any, received on such Collateral Asset Obligations that are furnished by or on behalf of the Obligor of such Collateral Asset Obligations and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsObligations, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Obligations (other than a Defaulted Loan or an Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the sum of (i) the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, Obligations (ii) including the proceeds of the sale of such Collateral Asset Obligations received and, in the case of sales which have not yet settled, to be received during such the Collection Period that are Period) and not reinvested in additional Collateral Assets Obligations or retained in a the Collection Account for subsequent reinvestment pursuant to Article X, which proceedsSection 10.02 that, if received as scheduled, will be available in a the Collection Account and available for distribution at the end of such the Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were any such amounts received in prior Collection Periods but that were not disbursed on a previous Payment Date or retained in a the Collection Account for subsequent reinvestment pursuant to Article X.Section 10.02.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Obligation shall be assumed to be received on the applicable Due Date, and each such Scheduled Distribution shall be assumed to be immediately deposited in the Collection Account to earn interest at the Assumed Reinvestment Rate (as determined on each relevant date of determination). All such funds shall be assumed to continue to earn interest until the date on which they are required to be available in the Collection Account for application, in accordance with the terms hereof, to payments of principal of or interest on the Advances or other amounts payable pursuant to this Agreement.
(e) References in the Priority of Payments to calculations made on a “"pro forma basis” " shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Defaulted Loans will be treated as having a Principal Balance equal to zero, except that Defaulted Loans that are also Eligible Senior Secured Loans will be treated as having a Principal Balance equal to the lesser of zero(i) the Market Value of such Defaulted Loan determined without reference to clause (d) of the definition thereof, unless the Appraised Value of such Defaulted Loan has otherwise been obtained or updated (A) within the immediately preceding three months and (B) since such Defaulted Loan became defaulted, whichever of (A) and (B) is shorter (as determined by the Collateral Manager with notice to the Agents), and (ii) 20% of the Aggregate Principal Balance of such Defaulted Loan.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Defaulted Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetTests.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Except as otherwise expressly set forth with respect to substitutions in Section 10.01(a)(vi), references in this Agreement to the Borrower's "purchase" or "acquisition" of a Collateral Obligation include references to the Borrower's acquisition of such Collateral Obligation by way of contribution from any Equity Owners thereof. Portions of the same Collateral Asset Obligation acquired by the Borrower on different dates (whether through purchase or receipt by contribution, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetObligation, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetObligation). The "purchase price" for any Collateral Obligation acquired from an Affiliate of the Borrower, paid in the aggregate in the form of cash and/or a contribution to the capital of the Borrower, shall be consistent with the amount that would be paid in an arms-length transaction with a non-Affiliate.
(j) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) Any Specified Change that results in the transfer or release of all or substantially all of the assets securing a Collateral Obligation shall, for purposes of the Concentration Limitations, result in the recategorizing of such Collateral Obligation as an Unsecured Loan.
(l) For purposes of calculating compliance with the Borrowing Base Coverage Tests, the Advance Rate Test, the Commitment Shortfall Test, the Concentration Limits, the Collateral Quality TestTests and the EOD OC Ratio, or any Concentration Limitation under this Agreement in connection with the effect of the acquisition or disposition of Collateral Loans and Eligible Investments shall be calculated on a Collateral Asset or Eligible Investmenttrade date basis. For the avoidance of doubt, the trade date with respect to Excluded Loan shall not be included in any such Collateral Asset or Eligible Investment acquired or disposed calculations of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Coverage Tests, the Advance Rate Test, the Commitment Shortfall Test, the Concentration Limits, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent Tests and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability thereforEOD OC Ratio.
Appears in 2 contracts
Samples: Credit and Security Agreement (WhiteHorse Finance, Inc.), Credit and Security Agreement (WhiteHorse Finance, Inc.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Test, except as otherwise specified in Test and the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a the Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a the Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a the Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References References, if any, in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Excess Concentration Limitations, in both the numerator and the denominator of any component of the Concentration LimitationsAmounts, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Assigned Value of equal to zero and (iiiii) be excluded from the calculation of each the Borrowing Base on and after the date such Collateral Asset Loan constitutes an Ineligible Collateral AssetLoan.
(h) For purposes References in this Agreement to the Borrower’s “purchase” or “acquisition” of determining a Collateral Loan include references to the Minimum Weighted Average Spread Test (Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and related computations the Borrower’s making or origination of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(ji) For the purposes of calculating compliance with each of the Excess Concentration Limitations Amounts, all calculations will be rounded to the nearest 0.01%.
(kj) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, Coverage Tests or any Excess Concentration Limitation Amount under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, each of the trade date and the settlement date with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test Coverage Tests or any Excess Concentration Limitation Amount and whether such acquisition or disposition is permitted hereunder; provided that, (i) for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test Coverage Tests or any Excess Concentration LimitationAmount, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower contributions by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset Loan (based on the sale price therefor)) and (ii) for purposes of calculating the Borrowing Base Test, the Coverage Tests or any Excess Concentration Amount in connection with the making or repayment of any Advance, such calculation shall be recalculated at the time such Advance is made or repaid after giving effect to the settlement of any Collateral Loan acquired or disposed of.
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(mk) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and or, prior to the occurrence of a Default or an Event of Default, the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor; provided that if the Collateral Manager and the Administrative Agent provide different interpretations or methodologies, the Administrative Agent’s determination shall control.
Appears in 2 contracts
Samples: Credit and Security Agreement (Saratoga Investment Corp.), Credit and Security Agreement (Saratoga Investment Corp.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Test, except as otherwise specified in Test and the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a the Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a the Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a the Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Excess Concentration Limitations, in both the numerator and the denominator of any component of the Concentration LimitationsAmounts, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Assigned Value of equal to zero and (iiiii) be excluded from the calculation of each the Borrowing Base on and after the date such Collateral Asset Loan constitutes an Ineligible Collateral AssetLoan.
(h) For purposes References in this Agreement to the Borrower’s “purchase” or “acquisition” of determining a Collateral Loan include references to the Minimum Weighted Average Spread Test (Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and related computations the Borrower’s making or origination of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(ji) For the purposes of calculating compliance with each of the Excess Concentration Limitations Amounts all calculations will be rounded to the nearest 0.01%.
(kj) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, Coverage Tests or any Excess Concentration Limitation Amount under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, each of the trade date and the settlement date with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test Coverage Tests or any Excess Concentration Limitation Amount and whether such acquisition or disposition is permitted hereunder; provided that, (i) for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test Coverage Tests or any Excess Concentration LimitationAmount, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower contributions by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset Loan (based on the sale price therefor)) and (ii) for purposes of calculating the Borrowing Base Test, the Coverage Tests or any Excess Concentration Amount in connection with the making or repayment of any Advance, such calculation shall be recalculated at the time such Advance is made or repaid after giving effect to the settlement of any Collateral Loan acquired or disposed of.
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(mk) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and or, prior to the occurrence of a Default or an Event of Default, the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor; provided that if the Collateral Manager and the Administrative Agent provide different interpretations or methodologies, the Administrative Agent’s determination shall control.
Appears in 2 contracts
Samples: Credit and Security Agreement (Saratoga Investment Corp.), Credit and Security Agreement (Saratoga Investment Corp.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral Asset, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral Assets, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets and on any other amounts that may be received for deposit in the Collection AccountAccounts, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset shall be made on the basis of information as to the terms of each such Collateral Asset and upon reports of payments, if any, received on such Collateral Asset that are furnished by or on behalf of the Obligor of such Collateral Asset and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Test, except as otherwise specified in the Borrowing Base Test, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral Assets, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset (other than a Defaulted Loan or an Ineligible Collateral Asset, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets will be treated as having a Principal Balance of zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral Asset.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral Assets) will, for purposes of determining the Purchase Price of such Collateral Asset, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral Asset).
(j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 2 contracts
Samples: Credit and Security Agreement (Diameter Credit Co), Credit and Security Agreement (Diameter Credit Co)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of an Aggregate Asset Cost equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, Tests (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral Assetor any component thereof).
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral Assets) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(j) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars. For purposes of this Agreement, calculations with respect to all amounts received or required to be paid in a currency other than Dollars shall be valued at zero.
(l) Except as otherwise provided herein, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 2 contracts
Samples: Credit and Security Agreement (Business Development Corp of America), Credit and Security Agreement (Business Development Corp of America)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation Determinations of the Collateral Quality TestLoans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base shall be made on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances requested to be made on such trade date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) [Reserved.]
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund), Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral Asset, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral Assets, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset shall be made on the basis of information as to the terms of each such Collateral Asset and upon reports of payments, if any, received on such Collateral Asset that are furnished by or on behalf of the Obligor of such Collateral Asset and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the any Borrowing Base Test, except as otherwise specified in the applicable Borrowing Base Test, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral Assets, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset (other than a Defaulted Loan or an Ineligible Collateral Asset, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.X. USActive 59109857.15
(d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets will be treated as having a Principal Balance of zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral Asset.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral Assets) will, for purposes of determining the Purchase Price of such Collateral Asset, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral Asset).
(j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the any Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, unless otherwise specified herein, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the any Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the any Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Asset Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).. USActive 59109857.15
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Document Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
(n) Any payments, fees or Advances herein denominated in an Eligible Currency shall be made with such Eligible Currency.
(o) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be derived using the Applicable Conversion Rate of such amount, as applicable.
Appears in 1 contract
Samples: Credit and Security Agreement (LGAM Private Credit LLC)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article XPeriod, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Date.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars. For purposes of calculating this Agreement, calculations with respect to all Concentration Limitations, amounts received or required to be paid in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets will a currency other than Dollars shall be treated as having a Principal Balance of valued at zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral Asset.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral Assets) will, for purposes of determining the Purchase Price of such Collateral Asset, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral Asset).
(j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation Coverage Tests under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, (i) for purposes of calculating the Borrowing Base Test, the settlement date (and not the trade date date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of (other than a Collateral Loan or Eligible Investment disposed of in accordance with Section 10.01(a)(i) in order to cure a Borrowing Base Deficiency, which will be calculated using the trade date (and not the settlement date) with respect to any such disposition) or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test and whether such acquisition or disposition is permitted hereunder and (ii) for purposes of calculating any other Coverage Test, the trade date (and not the settlement date) with respect to any such Collateral Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality such other Coverage Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, that the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance the Advances to the Borrower (based on hereunder and the Advance Rate applicable thereto) and any capital contribution contributions to the Borrower by the Equityholder prior to or upon in connection with the settlement of the acquisition of a the Collateral Asset Loans (based on the applicable Purchase Pricepurchase price therefor) and (y) the repayment of an Advance to the Borrower upon settlement of the any disposition of a Collateral Asset Loan (based on the sale price therefor).
(lh) At any time when any one or more Except as otherwise expressly provided herein, Ineligible Collateral Loans will (i) be treated as having an Asset Value of equal to zero and (ii) be excluded from the calculation of the Concentration Limitations are exceeded, Borrowing Base on and after the Borrower (or the date such Collateral Manager acting on its behalf) shall select (from among the Loan constitutes an Ineligible Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to timeLoan.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (Oxford Square Capital Corp.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestMinimum OC Coverage TestTests, except as otherwise specified in the Borrowing Base Testdefinition thereofdefinitions of the Coverage Tests themselves, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) . Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test.
(g) Determinations of the Collateral Loans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base will be made on a Trade Date basis and after giving effect to (x) all purchases or sales to be entered into on such Trade Date and (y) all Advances requested to be made on such Trade Date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable. Notwithstanding anything to the contrary herein, no Default shall be deemed to have occurred and no monetary thresholds shall be deemed not complied with solely as a result of changes in the applicable exchange rate.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan). For the avoidance of doubt, for purposes of this Agreement, subsequent draws under Revolving Collateral Loans or Delayed Drawdown Collateral Loans shall not be considered separate purchases that require additional approval from the Administrative Agent.
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Loans and Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Loans.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Defaulted Loans and Ineligible Loans (including any unfunded commitments with respect to such Collateral Assets Loans) will be treated as having a Principal Balance of value equal to zero.
(g) Except as otherwise provided hereinDeterminations of the Eligible Loans, Ineligible Collateral Assets or portions thereof, that constitute Excess Concentration Amounts will (i) not be included determined in the calculation of way that produces the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one such category of Collateral Asset constitutes an Ineligible Collateral AssetLoans will be deemed, solely for purposes of such determinations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded[Reserved].
(i) Any Collateral Loan Obligation purchased for 98% of par or more will be deemed to be purchased at par; provided that any arranger, closing or similar fees earned at the primary closing of a Collateral Loan Obligation will not be considered discounts to par.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the BDC and the Borrower’s making or origination of such Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets whether through purchase, receipt by contribution or Delayed Drawdown Collateral Assetsthe making or origination thereof) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars. For purposes of calculating compliance with the Borrowing Base Testthis Agreement, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date calculations with respect to any such Collateral Asset all amounts received or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition required to be paid in a currency other than Dollars shall be used to determine compliance with valued at zero.
(m) Other than for purposes of determining whether the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided thatconditions for each Advance have been satisfied, for purposes of calculating compliance with any test under this Agreement (including, without limitation, the Borrowing Base Maximum Advance Rate Test, the Collateral Quality Interest Coverage Ratio Test or and any Concentration Limitation), the calculation thereof shall assume trade date (and give pro forma effect tonot the settlement date) (x) with respect to any acquisition or disposition of a Loan shall be used to determine whether and when such acquisition or disposition has occurred so long as such acquisition or disposition settles within 30 days of the making trade date. If such acquisition or disposition does not settle within 30 days of an Advance to the Borrower (trade date, all such tests shall be recalculated based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to date such acquisition or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on Loan actually settles. For the sale price therefor).
(l) At avoidance of doubt, for purposes of calculating compliance with any time when any one or more of test under this Agreement to determine whether the Concentration Limitations are exceededconditions for each Advance have been satisfied, the Borrower settlement date (and not the trade date) with respect to any acquisition or the Collateral Manager acting on its behalf) disposition of a Loan shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations determine whether and when such acquisition or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefordisposition has occurred.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetObligations, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsObligations, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Obligations and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Obligations securing the Advances shall be made on the basis of information as to the terms of each of such Collateral Asset Obligations and upon reports of payments, if any, received on such Collateral Asset Obligations that are furnished by or on behalf of the Obligor of such Collateral Asset Obligations and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsObligations, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Obligations (other than a Defaulted Loan or an Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the sum of (i) the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, Obligations (ii) including the proceeds of the sale of such Collateral Asset Obligations received and, in the case of sales which have not yet settled, to be received during such the Collection Period that are Period) and not reinvested in additional Collateral Assets Obligations or retained in a the Collection Account for subsequent reinvestment pursuant to Article X, which proceedsSection 10.02 that, if received as scheduled, will be available in a the Collection Account and available for distribution at the end of such the Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were any such amounts received in prior Collection Periods but that were not disbursed on a previous Payment Date or retained in a the Collection Account for subsequent reinvestment pursuant to Article X.Section 10.02.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Obligation shall be assumed to be received on the applicable Due Date, and each such Scheduled Distribution shall be assumed to be immediately deposited in the Collection Account to earn interest at the Assumed Reinvestment Rate (as determined on each relevant date of determination). All such funds shall be assumed to continue to earn interest until the date on which they are required to be available in the Collection Account for application, in accordance with the terms hereof, to payments of principal of or interest on the Advances or other amounts payable pursuant to this Agreement.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Defaulted Loans will be treated as having a Principal Balance equal to zero, except that Defaulted Loans that are also Eligible Senior Secured Loans will be treated as having a Principal Balance equal to the lesser of zero(i) the Market Value of such Defaulted Loan determined without reference to clause (d) of the definition thereof, unless the Appraised Value of such Defaulted Loan has otherwise been obtained or updated (A) within the immediately preceding three months and (B) since such Defaulted Loan became defaulted, whichever of (A) and (B) is shorter (as determined by the Collateral Manager with notice to the Agents), and (ii) 20% of the Aggregate Principal Balance of such Defaulted Loan.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Defaulted Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetTests.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Except as otherwise expressly set forth with respect to substitutions in Section 10.01(a)(vi), references in this Agreement to the Borrower’s “purchase” or “acquisition”
of a Collateral Obligation include references to the Borrower’s acquisition of such Collateral Obligation by way of contribution from any Equity Owners thereof. Portions of the same Collateral Asset Obligation acquired by the Borrower on different dates (whether through purchase or receipt by contribution, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetObligation, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetObligation). The “purchase price” for any Collateral Obligation acquired from an Affiliate of the Borrower, paid in the aggregate in the form of cash and/or a contribution to the capital of the Borrower, shall be consistent with the amount that would be paid in an arms-length transaction with a non-Affiliate.
(j) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) Any Specified Change that results in the transfer or release of all or substantially all of the assets securing a Collateral Obligation shall, for purposes of the Concentration Limitations, result in the recategorizing of such Collateral Obligation as an Unsecured Loan.
(l) For purposes of calculating compliance with the Borrowing Base Coverage Tests, the Advance Rate Test, the Commitment Shortfall Test, the Concentration Limits, the Collateral Quality TestTests and the EOD OC Ratio, or any Concentration Limitation under this Agreement in connection with the effect of the acquisition or disposition of Collateral Loans and Eligible Investments shall be calculated on a Collateral Asset or Eligible Investmenttrade date basis. For the avoidance of doubt, the trade date with respect to Excluded Loan shall not be included in any such Collateral Asset or Eligible Investment acquired or disposed calculations of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Coverage Tests, the Advance Rate Test, the Commitment Shortfall Test, the Concentration Limits, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent Tests and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability thereforEOD OC Ratio.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (WhiteHorse Finance, LLC)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoans, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Collateral Loans and Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Loans.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Defaulted Collateral Loans and Ineligible Collateral Assets Loans (including any unfunded commitments with respect to such Collateral Loans) will be treated as having a Principal Balance of value equal to zero.
(g) Determinations of the Collateral Loans, or portions thereof, that constitute Excess Concentration Amounts will be determined in the way that produces the highest Borrowing Base at the time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one such category of Collateral Loans will be deemed, solely for purposes of such determinations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) Except as otherwise provided herein, the Defaulted Collateral Loan Balance for Defaulted Collateral Loans will be included in the calculation of the Collateral Quality Tests and Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetTests.
(hi) For purposes of determining the Minimum Weighted Average Floating Spread Test and the Weighted Average Coupon (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(ij) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the BDC and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) Unless otherwise indicated herein, all monetary calculations under this Agreement shall be in Dollars (and any amounts denominated in an Agreed Foreign Currency shall be converted to the Dollar Equivalent of such Agreed Foreign Currency for such calculations, as applicable). For purposes of this Agreement, calculations with respect to all amounts received or required to be paid in a currency other than Dollars or an Agreed Foreign Currency shall be valued at zero.
(m) For purposes of calculating compliance with all Concentration Limitations, (i) at all times during the Borrowing Base TestReinvestment Period, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition unfunded commitments shall be used to determine compliance with included in both the Borrowing Base Test, numerator and the Collateral Quality Test or denominator of any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more component of the Concentration Limitations are exceededLimitations, and (ii) at all other times, unfunded commitments shall not be included in either the Borrower (numerator or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent denominator of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any component of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability thereforConcentration Limitations.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoans, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Collateral Loans and Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Loans.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Defaulted Collateral Loans and Ineligible Collateral Assets Loans (including any unfunded commitments with respect to such Collateral Loans) will be treated as having a Principal Balance of value equal to zero.
(g) Determinations of the Collateral Loans, or portions thereof, that constitute Excess Concentration Amounts will be determined in the way that produces the highest Borrowing Base at the time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one such category of Collateral Loans will be deemed, solely for purposes of such determinations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) Except as otherwise provided herein, Defaulted Collateral Loans and Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality TestWeighted Average Floating Spread, (ii) be treated as having an Asset Value of zero the Weighted Average Coupon, and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetWeighted Average Life.
(hi) For purposes of determining the Minimum Weighted Average Floating Spread Test and the Weighted Average Coupon (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(ij) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the BDC and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Draw Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars. For purposes of this Agreement, calculations with respect to all amounts received or required to be paid in a currency other than Dollars shall be valued at zero.
(m) For purposes of calculating compliance with all Concentration Limitations, (i) at all times during the Borrowing Base TestReinvestment Period, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition unfunded commitments shall be used to determine compliance with included in both the Borrowing Base Test, numerator and the Collateral Quality Test or denominator of any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more component of the Concentration Limitations are exceededLimitations, and (ii) at all other times, unfunded commitments shall not be included in either the Borrower (numerator or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent denominator of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any component of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability thereforConcentration Limitations.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be appliedapply. The provisions of this Section 1.04 shall be applicable apply to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset shall Loan will be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall will be assumed to have Scheduled Distributions of zero) shall be deemed to be will equal the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset shall Loan will be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations are made after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation Determinations of the Collateral Quality TestLoans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base will be made on a Trade Date basis and after giving effect to (x) all purchases or sales to be entered into on such Trade Date and (y) all Advances requested to be made on such Trade Date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Portions of the same Collateral Asset acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral Assets) will, for purposes of determining the Purchase Price of such Collateral Asset, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral Asset).
(j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Loans or Delayed Drawdown Collateral Loans) will, for purposes of determining the purchase price of such Collateral Loan, be treated as separate purchases on separate dates (and not a weighted average purchase price for any particular Collateral Loan).
(k) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(l) For purposes of calculating compliance with any test under this Agreement in connection with the acquisition or disposition of a Collateral Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Loan or Eligible Investment under consideration for acquisition or disposition will be used to determine whether such acquisition or disposition is permitted hereunder.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (OFS Capital Corp)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Coverage Test, except as otherwise specified in the Borrowing Base Coverage Test, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Collateral Manager pursuant to the definition of Interest Coverage Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Collateral Manager pursuant to the definition of Interest Coverage Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” basis “ shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) . Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test.
(g) Determinations of the Collateral Loans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base shall be made on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances requested to be made on such trade date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable. Notwithstanding anything to the contrary herein, no Default shall be deemed to have occurred and no monetary thresholds shall be deemed not complied with solely as a result of changes in the applicable exchange rate.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Minimum OC Coverage Test, except as otherwise specified in the Borrowing Base Testdefinition thereof, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Investment Advisor pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Investment Advisor pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) . Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test.
(g) Determinations of the Collateral Loans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base will be made on a Trade Date basis and immediately after giving effect to (x) all purchases or sales to be entered into on such Trade Date and (y) all Advances requested to be made on such Trade Date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable. Notwithstanding anything to the contrary herein, other than the Borrower’s failure to comply with its repayment obligations under Section 2.06(b)(iii) (after giving effect to any grace periods set forth therein), no Default or Event of Default shall be deemed to have occurred and no monetary thresholds shall be deemed not complied with (including, for the avoidance of doubt, the Foreign Currency Advance Amount exceeding the Non-Dollar Sublimit then in effect) solely as a result of changes in the applicable exchange rate.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral Asset)Loan.
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Fidelity Private Credit Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation Determinations of the Collateral Quality TestLoans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base shall be made on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances requested to be made on such trade date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable; provided that, for the avoidance of doubt, all Advances hereunder shall be in Dollars and not a Dollar Equivalent.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone Private Credit Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.X. USActive 51774144.2053776213.6-51-
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation Determinations of the Collateral Quality TestLoans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded[Reserved.]
(i) [Reserved.]
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions Payments on any Collateral AssetLoan Assets, or any payments on any other assets included in the CollateralLoan Assets, with respect to the sale of and reinvestment in Collateral Loan Assets, and with respect to the income that can be earned on Scheduled Distributions Payments on such Collateral Loan Assets and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 1.05 shall be applied. The provisions of this Section 1.04 1.05 shall be applicable to any determination or calculation that is covered by this Section 1.041.05, whether or not reference is specifically made to Section 1.041.05, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions Payments on any Collateral Asset the Loan Assets securing the Advances shall be made on the basis of information as to the terms of each of such Collateral Asset Loan Assets and upon reports of payments, if any, received on such Collateral Asset Loan Assets that are furnished by or on behalf of the Obligor of such Collateral Asset Loan Assets and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Test, except as otherwise specified in the Borrowing Base Test, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral Assets, unless or until such fees are actually paid.
(c) For each Collection Remittance Period and as of any date of determination, the Scheduled Distribution Payment on any Collateral Asset (other than a Defaulted Loan or an Ineligible Collateral Asset, which, except as otherwise provided herein, Assets shall be assumed to have Scheduled Distributions the sum of zero(i) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Remittance Period in respect of such Collateral Asset, Loan Assets (ii) including the proceeds of the sale of such Collateral Asset Loan Assets received and, in the case of sales which have not yet settled, to be received during such Collection Period that are the Remittance Period) and not reinvested in additional Collateral Loan Assets or retained in a the Collection Account for subsequent reinvestment pursuant to Article X, which proceedsSection 2.21 that, if received as scheduled, will be available in a the Collection Account and available for distribution at the end of such Collection the Remittance Period and (iii) amounts referred to in clause (i) or (ii) above that were any such amounts received in prior Collection Remittance Periods but that were not disbursed on a previous Payment Date or retained in a the Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset shall be assumed to be received on the applicable Due DateSection 2.21.
(ec) References in the Priority of Payments Section 2.04 to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of PaymentsSection 2.04, that precede (in priority of payment) or include the clause in which such calculation is made.
(fd) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Defaulted Loan Assets and Delinquent Loan Assets will be treated as having a Principal an Outstanding Balance of equal to zero.
(ge) Except as otherwise provided herein, Ineligible Collateral Defaulted Loan Assets and Delinquent Loan Assets will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero Test and (iii) Excess Concentration Loans will be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetQuality Test.
(hf) For purposes of determining the Minimum Weighted Average Spread Test and the Minimum Weighted Average Coupon Test (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(ig) Except as otherwise expressly set forth with respect to substitutions in Section 2.07, references in this Agreement to the Borrower’s “purchase” or “acquisition” of a Loan Asset include references to the Borrower’s acquisition of such Loan Asset by way of a sale and/or contribution from any equity owners thereof and the Borrower’s making or origination of such Loan Asset. Portions of the same Collateral Loan Asset acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets whether through purchase or Delayed Drawdown Collateral Assetsreceipt by contribution) will, for purposes of determining the Purchase Price purchase price of such Collateral Loan Asset, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral Loan Asset). The “purchase price” for any Loan Asset acquired from an Affiliate of the Borrower, paid in the aggregate in the form of cash and/or a contribution to the capital of the Borrower, shall be consistent with the amount that would be paid in an arms-length transaction with a non-Affiliate (it being understood that any purchase for Fair Market Value shall be deemed to comply with this provision). Each Loan Asset that is originated by the Borrower shall be deemed to have a “purchase price” of par.
(jh) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Omnibus Amendment (Blue Owl Technology Finance Corp. II)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference -49- is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation Determinations of the Collateral Quality TestLoans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base shall be made on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances requested to be made on such trade date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) [Reserved.]
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone Secured Lending Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets will be treated as having a Principal Balance of zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral Asset.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(ig) Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral Assets) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jh) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(ki) Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars. For purposes of this Agreement, calculations with respect to all amounts received or required to be paid in a currency other than Dollars shall be valued at zero.
(j) Except as otherwise provided herein, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Loans and Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Loans.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Defaulted Loans and Ineligible Loans (including any unfunded commitments with respect to such Collateral Assets Loans) will be treated as having a Principal Balance of value equal to zero.
(g) Except as otherwise provided hereinDeterminations of the Eligible Loans, Ineligible Collateral Assets or portions thereof, that constitute Excess Concentration Amounts will (i) not be included determined in the calculation of way that produces the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one such category of Collateral Asset constitutes an Ineligible Collateral AssetLoans will be deemed, solely for purposes of such determinations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded[Reserved].
(i) Any Collateral Loan Obligation purchased for 98% of par or more will be deemed to be purchased at par; provided that any arranger, closing or similar fees earned at the primary closing of a Collateral Loan Obligation will not be considered discounts to par.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the BDC and the Borrower’s making or origination of such Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars. For purposes of calculating compliance with the Borrowing Base Testthis Agreement, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date calculations with respect to any such Collateral Asset all amounts received or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition required to be paid in a currency other than Dollars shall be used to determine compliance with valued at zero.
(m) Other than for purposes of determining whether the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided thatconditions for each Advance have been satisfied, for purposes of calculating compliance with any test under this Agreement (including, without limitation, the Borrowing Base Maximum Advance Rate Test, the Collateral Quality Test or Interest Coverage Ratio Test, any Concentration Limitation, and any Portfolio Quality Test), the calculation thereof shall assume trade date (and give pro forma effect tonot the settlement date) (x) with respect to any acquisition or disposition of a Loan shall be used to determine whether and when such acquisition or disposition has occurred so long as such acquisition or disposition settles within 30 days of the making trade date. If such acquisition or disposition does not settle within 30 days of an Advance to the Borrower (trade date, all such tests shall be recalculated based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to date such acquisition or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on Loan actually settles. For the sale price therefor).
(l) At avoidance of doubt, for purposes of calculating compliance with any time when any one or more of test under this Agreement to determine whether the Concentration Limitations are exceededconditions for each Advance have been satisfied, the Borrower settlement date (and not the trade date) with respect to any acquisition or the Collateral Manager acting on its behalf) disposition of a Loan shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations determine whether and when such acquisition or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefordisposition has occurred.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoans, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans securing the Advances shall be made on the basis of information as to the terms of each of such Collateral Asset Loans and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Defaulted Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the sum of (i) the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, Loans (ii) including the proceeds of the sale of such Collateral Asset Loans received and, in the case of sales which have not yet settled, to be received during such the Collection Period that are Period) and not reinvested in additional Collateral Assets Loans or retained in a the Collection Account for subsequent reinvestment pursuant to Article X, which proceedsSection 10.02 that, if received as scheduled, will be available in a the Collection Account and available for distribution at the end of such the Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were any such amounts received in prior Collection Periods but that were not disbursed on a previous Payment Date or retained in a the Collection Account for subsequent reinvestment pursuant to Article X.Section 10.02.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date, and each such Scheduled Distribution shall be assumed to be immediately deposited in the Collection Account to earn interest at the Assumed Reinvestment Rate (as determined on each relevant date of determination). All such funds shall be assumed to continue to earn interest until the date on which they are required to be available in the Collection Account for application, in accordance with the terms hereof, to payments of principal of or interest on the Advances or other amounts payable pursuant to this Agreement.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Defaulted Loans will be treated included in the calculation in an amount determined as having a set forth in clause (b) of the definition of Principal Balance of zeroCollateralization Amount and Charged-Off Loans will not be included.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Defaulted Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetTests.
(h) For purposes of determining the Minimum Weighted Average Floating Spread Test (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of contribution from the Collateral Servicer or an Affiliate thereof. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase or receipt by contribution, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Funding Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(j) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes Any Specified Change that results in the transfer or release of calculating compliance with all or substantially all of the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of assets securing a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided thatLoan shall, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceededLimitations, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity result in the interpretation recategorizing of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the such Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager Loan as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefora Defaulted Loan.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (NewStar Financial, Inc.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Test, except as otherwise specified in the Borrowing Base Test, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset Loan constitutes an Ineligible Collateral AssetLoan.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset Loan (based on the applicable Purchase Pricepurchase price therefor) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset Loan (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets Loans whose Principal Balance Aggregate Asset Value causes such Concentration Limitations to be exceeded) the Collateral AssetsLoans, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent or, unless an Event of Default shall have occurred and be continuing, the Collateral Manager Manager, as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (Blackstone Private Credit Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Coverage Test, except as otherwise specified in the Borrowing Base Coverage Test, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets will be treated as having a Principal Balance of zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, Test or any Coverage Test and (ii) be treated as having an Asset Value a Principal Balance of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral Assetzero.
(hg) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(ih) Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(ji) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(ki) For Except as provided in clause (iii) below, for purposes of calculating compliance with the Borrowing Base Coverage Test, the any Collateral Quality Test, Test or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Coverage Test, the any Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, (ii) for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Coverage Test or any Concentration Limitationunder clause (i) above, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset Loan (based on the applicable Purchase Pricepurchase price therefor) and (y) the repayment of an any Advance to the Borrower upon settlement of the disposition of a Collateral Asset Loan (based on the sale price therefor)) and (iii) for purposes of calculating the Borrowing Base in connection with the making or repayment of any Advance, such calculation shall be recalculated at the time when such Advance is made or repaid giving effect to the settlement of any Collateral Loan acquired or disposed of.
(lk) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager Servicer acting on its behalf) shall select (from among the Collateral Assets Loans whose Aggregate Principal Balance causes such Concentration Limitations to be exceeded) the Collateral AssetsLoans, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(ml) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian Custodian, and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
(m) Except as otherwise specified herein, any reference to a Collateral Loan held by a Permitted Subsidiary shall be deemed to be held by the Borrower and subject to all of the representations, covenants and other restrictions hereunder as if the Borrower owned such Collateral Loan directly and each reference to Collateral Loans herein shall be construed accordingly.
Appears in 1 contract
Samples: Credit and Security Agreement (Bain Capital Specialty Finance, Inc.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation Determinations of the Collateral Quality TestLoans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded[Reserved.]
(i) [Reserved.]
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Coverage Test, except as otherwise specified in the Borrowing Base Coverage Test, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Collateral Manager pursuant to the definition of Interest Coverage Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Collateral Manager pursuant to the definition of Interest Coverage Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) . Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test.
(g) Determinations of the Collateral Loans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will All calculations required to be excluded.
(i) Portions of the same Collateral Asset acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral Assets) will, for purposes of determining the Purchase Price of such Collateral Asset, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral Asset).
(j) For purposes of calculating compliance made hereunder with each of the Concentration Limitations all calculations will be rounded respect to the nearest 0.01%.
(k) For purposes of calculating compliance with Collateral Loans and the Borrowing Base Test, shall be made on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances requested to be made on such trade date plus the Collateral Quality Test, or any Concentration Limitation under this Agreement balance of all unfunded Advances to be made in connection with the acquisition or disposition Borrower’s purchase of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume previously requested (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price thereforapproved).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly -50- in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation Determinations of the Collateral Quality TestLoans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base shall be made on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances requested to be made on such trade date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) [Reserved.]
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone Secured Lending Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.. USActive 53861575.5 -52-
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation Determinations of the Collateral Quality TestLoans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base shall be made on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances requested to be made on such trade date plus the balance of determining all unfunded Advances to be made in USActive 53861575.5 -53- connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) [Reserved.]
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be appliedapply. The provisions of this Section 1.04 shall be applicable apply to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset shall Loan will be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall will be assumed to have Scheduled Distributions of zero) shall be deemed to be will equal the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset shall Loan will be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations are made after giving effect to all payments, in accordance with USActive 53852035.1153852035.14.docx -55- the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation Determinations of the Collateral Quality TestLoans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base will be made on a Trade Date basis and after giving effect to (x) all purchases or sales to be entered into on such Trade Date and (y) all Advances requested to be made on such Trade Date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Portions of the same Collateral Asset acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral Assets) will, for purposes of determining the Purchase Price of such Collateral Asset, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral Asset).
(j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Loans or Delayed Drawdown Collateral Loans) will, for purposes of determining the purchase price of such Collateral Loan, be treated as separate purchases on separate dates (and not a weighted average purchase price for any particular Collateral Loan).
(k) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(l) For purposes of calculating compliance with any test under this Agreement in connection with the acquisition or disposition of a Collateral Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Loan or Eligible Investment under consideration for acquisition or disposition will be used to determine whether such acquisition or disposition is permitted hereunder. USActive 53852035.1153852035.14.docx -56-
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (OFS Capital Corp)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided hereinDeterminations of the Collateral Loans, or portions thereof, that constitute Excess Concentration Amounts will be determined in the way that produces the highest Borrowing Base at the time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such determinations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetTests.
(hi) For purposes of determining the Minimum Weighted Average Spread Test and the Minimum Weighted Average Coupon Test (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(ij) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets whether through purchase, receipt by contribution or Delayed Drawdown Collateral Assetsthe making or origination thereof) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) Unless otherwise expressly provided for herein, all monetary calculations under this Agreement shall be the Dollar Equivalent of such amount, as applicable.
(m) For purposes of the definitions of “Aggregate Adjusted Collateral Balance” and “Borrowing Base” and for calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Pennantpark Investment Corp)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoans, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Collateral Loans and Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Loans.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Defaulted Collateral Loans and Ineligible Collateral Assets Loans (including any unfunded commitments with respect to such Collateral Loans) will be treated as having a Principal Balance of value equal to zero.
(g) Determinations of the Collateral Loans, or portions thereof, that constitute Excess Concentration Amounts will be determined in the way that produces the highest Borrowing Base at the time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one such category of Collateral Loans will be deemed, solely for purposes of such determinations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) Except as otherwise provided herein, Defaulted Collateral Loans and Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality TestWeighted Average Floating Spread, (ii) be treated as having an Asset Value of zero the Weighted Average Coupon, and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetWeighted Average Life.
(hi) For purposes of determining the Minimum Weighted Average Floating Spread Test and the Weighted Average Coupon (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(ij) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the BDC and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars. For purposes of this Agreement, calculations with respect to all amounts received or required to be paid in a currency other than Dollars shall be valued at zero.
(m) For purposes of calculating compliance with all Concentration Limitations, (i) at all times during the Borrowing Base TestReinvestment Period, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition unfunded commitments shall be used to determine compliance with included in both the Borrowing Base Test, numerator and the Collateral Quality Test or denominator of any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more component of the Concentration Limitations are exceededLimitations, and (ii) at all other times, unfunded commitments shall not be included in either the Borrower (numerator or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent denominator of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any component of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability thereforConcentration Limitations.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Coverage Test, except as otherwise specified in the Borrowing Base Coverage Test, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Interest Coverage Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Interest Coverage Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) . Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test.
(g) Determinations of the Collateral Loans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base shall be made on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances requested to be made on such trade date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable. Notwithstanding anything to the contrary herein, no Default shall be deemed to have occurred and no monetary thresholds shall be deemed not complied with solely as a result of changes in the applicable exchange rate.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Credit Agreement (T. Rowe Price OHA Select Private Credit Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided hereinDeterminations of the Collateral Loans, or portions thereof, that constitute Excess Concentration Amounts will be determined in the way that produces the highest Borrowing Base at the time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such determinations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetTests.
(hi) For purposes of determining the Minimum Weighted Average Spread Test and the Minimum Weighted Average Coupon Test (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(ij) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale from the Sponsor and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets whether through purchase or Delayed Drawdown Collateral Assetsthe making or origination thereof) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) Unless otherwise expressly provided for herein, all monetary calculations under this Agreement shall be the Dollar Equivalent of such amount, as applicable.
(m) For purposes of the definitions of “Aggregate Adjusted Collateral Balance” and “Borrowing Base” and for calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: First Omnibus Amendment (Pennantpark Investment Corp)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Test, except as otherwise specified in the Borrowing Base Test, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset Loan constitutes an Ineligible Collateral AssetLoan.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price of such Collateral AssetLoan, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset Loan (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset Loan (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets Loans whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral AssetsLoans, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (Apollo Debt Solutions BDC)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoanAsset, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoansAssets , and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets LoansAssets and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset LoanAsset shall be made on the basis of information as to the terms of each such Collateral Asset LoanAsset and upon reports of payments, if any, received on such Collateral Asset LoanAsset that are furnished by or on behalf of the Obligor of such Collateral Asset LoanAsset and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Test, except as otherwise specified in the Borrowing Base Test, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets LoansAssets unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoansAssets , unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset LoanAsset (other than a Defaulted Loan or an Ineligible Collateral AssetLoanAsset, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoanAsset , (ii) proceeds of the sale of such Collateral Asset LoanAsset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets LoansAssets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset LoanAsset shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets LoansAssets will be treated as having a Principal Balance of zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets LoansAssets will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset LoanAsset constitutes an Ineligible Collateral AssetLoanAsset.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset LoanAsset acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets LoansAssets or Delayed Drawdown Collateral AssetsLoansAssets) will, for purposes of determining the Purchase Price of such Collateral AssetLoanAsset, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoanAsset ).
(j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset LoanAsset or Eligible Investment, the trade date with respect to any such Collateral Asset LoanAsset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset LoanAsset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset LoanAsset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets LoansAssets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral AssetsLoansAssets , or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (Apollo Debt Solutions BDC)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.. USActive 56468589.1056468589.17
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation Determinations of the Collateral Quality TestLoans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base shall be made on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances requested to be made on such trade date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable. Notwithstanding anything to the contrary herein, no Default shall be deemed to have occurred and no monetary thresholds shall be deemed not complied with solely as a result of changes in the applicable exchange rate.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.. -57- USActive 56468589.1056468589.17
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone Private Credit Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Coverage Test, except as otherwise specified in the Borrowing Base Coverage Test, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) . Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test.
(g) Determinations of the Collateral Loans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base shall be made on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances requested to be made on such trade date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable. Notwithstanding anything to the contrary herein, no Default shall be deemed to have occurred and no monetary thresholds shall be deemed not complied with solely as a result of changes in the applicable exchange rate.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Barings Private Credit Corp)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoans, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Loans and Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Loans.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Defaulted Loans and Ineligible Collateral Assets Loans will be treated as having a Principal Balance of value equal to zero.
(g) Determinations of the Eligible Loans, or portions thereof, that constitute Excess Concentration Amounts will be determined in the way that produces the highest Borrowing Base at the time of determination, it being understood that an Eligible Loan (or portion thereof) that falls into more than one category of Concentration Limitation shall be determined in a way that produces the highest such Borrowing Base at such time without duplication.
(h) Except as otherwise provided herein, Defaulted Loans and Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality TestWeighted Average Coupon, (ii) be treated as having an Asset Weighted Average Spread, the Weighted Average Life Ratio, the Weighted Average Loan to Enterprise Value of zero Ratio, the Weighted Average Senior Debt Ratio, and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetWeighted Average TTM EBITDA.
(hi) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excludedexcluded until paid in cash.
(ij) References in this Agreement to the Borrower’s “acquisition” of a Loan include references to the Borrower’s acquisition of such Loan by way of a sale and/or contribution and the Borrower’s making or acquisition of such Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets whether through purchase, receipt by contribution or Delayed Drawdown Collateral Assetsthe making or acquisition thereof) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars. For purposes of this Agreement, calculations with respect to all amounts received or required to be paid in a currency other than Dollars shall be valued at zero.
(m) Other than for purposes of determining whether the conditions for each Advance have been satisfied, for purposes of calculating compliance with any test under this Agreement (including, without limitation, the Borrowing Base Maximum Advance Rate Test, the Interest Coverage Ratio Test, any Concentration Limitation and any Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment), the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition of a Loan shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation whether and whether when such acquisition or disposition is permitted hereunder; provided thathas occurred. For the avoidance of doubt, for purposes of calculating compliance with any test under this Agreement to determine whether the Borrowing Base Testconditions for each Advance have been satisfied, the Collateral Quality Test trade date with respect to any acquisition or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) Loan shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations determine whether and when such acquisition or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefordisposition has occurred.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Capitala Finance Corp.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Loans and Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Loans.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Defaulted Loans and Ineligible Loans (including any unfunded commitments with respect to such Collateral Assets Loans) will be treated as having a Principal Balance of value equal to zero.
(g) Except as otherwise provided hereinDeterminations of the Eligible Loans, Ineligible Collateral Assets or portions thereof, that constitute Excess Concentration Amounts will (i) not be included determined in the calculation of way that produces the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one such category of Collateral Asset constitutes an Ineligible Collateral AssetLoans will be deemed, solely for purposes of such determinations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes [Reserved]Determinations of determining financial covenants and ratios or other performance metrics with respect to a Collateral Loan (including, but not limited to, TTM EBITDA, TTM Recurring Revenue, funded debt to TTM EBITDA, Senior Debt Ratio, Total Debt Ratio, and loan to total enterprise value ratio) shall be made in accordance with the Minimum Weighted Average Spread Test (Related Documents for each such Collateral Loan and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excludedupdated no less frequently than quarterly.
(i) Any Collateral Loan Obligation purchased for 98% of par or more will be deemed to be purchased at par; provided that any arranger, closing or similar fees earned at the primary closing of a Collateral Loan Obligation will not be considered discounts to par.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the BDC and the Borrower’s making or origination of such Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars (and any amounts denominated in an Approved Foreign Currency shall be converted to the Dollar Equivalent for such calculations, as applicable). For purposes of calculating compliance with the Borrowing Base Testthis Agreement, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date calculations with respect to any such Collateral Asset all amounts received or Eligible Investment acquired required to be paid in a currency other than Dollars or disposed of or under consideration for acquisition or disposition an Approved Foreign Currency shall be used to determine compliance with valued at zero.
(m) Other than for purposes of determining whether the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided thatconditions for each Advance have been satisfied, for purposes of calculating compliance with any test under this Agreement (including, without limitation, the Borrowing Base Maximum Advance Rate Test, the Collateral Quality Test or Interest Coverage Ratio Test, any Concentration Limitation, and any Portfolio Quality Test), the calculation thereof shall assume trade date (and give pro forma effect tonot the settlement date) (x) with respect to any acquisition or disposition of a Loan shall be used to determine whether and when such acquisition or disposition has occurred so long as such acquisition or disposition settles within 30 days of the making trade date. If such acquisition or disposition does not settle within 30 days of an Advance to the Borrower (trade date, all such tests shall be recalculated based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to date such acquisition or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on Loan actually settles. For the sale price therefor).
(l) At avoidance of doubt, for purposes of calculating compliance with any time when any one or more of test under this Agreement to determine whether the Concentration Limitations are exceededconditions for each Advance have been satisfied, the Borrower settlement date (and not the trade date) with respect to any acquisition or the Collateral Manager acting on its behalf) disposition of a Loan shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations determine whether and when such acquisition or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefordisposition has occurred.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Test, except as otherwise specified in the Borrowing Base Test, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset Loan constitutes an Ineligible Collateral AssetLoan.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price of such Collateral AssetLoan, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, that (i) for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset Loan (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset Loan (based on the sale price therefor)) and (ii) for purposes of calculating the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation in connection with the making or repayment of any Advance, such calculation shall be recalculated at the time such Advance is made or repaid after giving effect to the settlement of any Collateral Loan acquired or disposed of.
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager Servicer acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes Loans causing such Concentration Limitations to be exceeded) the Collateral AssetsLoans, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Document Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
(n) Any direction required hereunder relating to the purchase, acquisition, sale, disposition, substitution or other transfer of the Collateral may be in the form of a trade ticket, confirmation of trade, trade blotter or instruction to post or to commit to the trade from the Borrower on which the Collateral Agent and Collateral Administrator may rely and shall be deemed to constitute a certification that such transaction is in compliance with and satisfies all applicable provisions and conditions hereunder.
(o) Any payments, fees or Advances herein denominated in an Eligible Currency shall be made with such Eligible Currency.
(p) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be derived using the Applicable Conversion Rate of such amount, as applicable.
Appears in 1 contract
Samples: Credit and Security Agreement (SLR Private Credit BDC II LLC)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Coverage Test, except as otherwise specified in the Borrowing Base Coverage Test, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Collateral Manager pursuant to the definition of Interest Coverage Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Collateral Manager pursuant to the definition of Interest Coverage Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) . Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test.
(g) Determinations of the Collateral Loans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base shall be made on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances requested to be made on such trade date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable. Notwithstanding anything to the contrary herein, no Default shall be deemed to have occurred and no monetary thresholds shall be deemed not complied with solely as a result of changes in the applicable exchange rate.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (HPS Corporate Lending Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoans, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Coverage Tests and the Maximum Advance Rate Default Test, except as otherwise specified in the Borrowing Base Coverage Tests or the Maximum Advance Rate Default Test, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Collateral Loans and Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Loans.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable received with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Determinations of the Collateral Loans, or portions thereof, that constitute Excess Concentration Amounts will be determined in the way that produces the highest Borrowing Base at the time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such determinations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) Except as otherwise provided herein, the Defaulted Collateral Loan Balance for Defaulted Collateral Loans will be included in the calculation of the Collateral Quality Tests and Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetTests.
(hi) For purposes of determining the Minimum Weighted Average Spread Test and the Weighted Average Coupon Test (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not required to be paid in cash) will be excluded.
(ij) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Parent and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars. For purposes of this Agreement, calculations with respect to all amounts received or required to be paid in a currency other than Dollars shall be valued at zero.
(m) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(ln) At any time when any one or more With respect to each of the Concentration Limitations are exceeded, the Borrower (or Collateral Agent and the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations Administrator, in case any reasonable question arises as to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition a calculation hereunder or term contained in this Agreement or to the extent more than one methodology can be used to make any other Facility Documents, each of the determinations or calculations set forth herein, Collateral Agent and the Collateral Administrator shall may request direction instructions from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall (i) be entitled at all times to conclusively rely thereon without refrain from taking any responsibility or liability thereforactions unless it has received instruction from the Administrative Agent and (ii) act in accordance with instructions received from the Administrative Agent.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Main Street Capital CORP)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration LimitationsLimitations and Section 6.01(m), in both the numerator and the denominator of any component of the Concentration LimitationsLimitations or the calculation set forth in Section 6.01(m), Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, the Asset Value of Defaulted Collateral Loans will be included in the calculation of the Collateral Quality Tests and the Asset Value of Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetTests.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Draw Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(j) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars.
(i) Except as provided in clause (iii) below, for purposes of calculating compliance with the Borrowing Base Test, the any Collateral Quality Test, Test or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, (ii) for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitationunder clause (i) above, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (FS Investment Corp II)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoans, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Collateral Loans and Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Loans.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans (including any unfunded commitments with respect to such Collateral Loans) will be treated as having a Principal Balance of value equal to zero.
(g) Determinations of the Collateral Loans, or portions thereof, that constitute Excess Concentration Amounts will be determined in the way that produces the highest Borrowing Base at the time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one such category of Collateral Loans will be deemed, solely for purposes of such determinations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) Except as otherwise provided herein, the Defaulted Collateral Loan Balance for Defaulted Collateral Loans will be included in the calculation of the Collateral Quality Tests and Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetTests.
(hi) For purposes of determining the Minimum Weighted Average Floating Spread Test and the Weighted Average Coupon (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not required to be paid in cash) will be excluded, regardless of whether, in the case of the calculation of the Weighted Average Floating Spread, such interest is currently being capitalized or deferred.
(ij) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the BDC and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) Unless otherwise indicated herein, all monetary calculations under this Agreement shall be in Dollars (and any amounts denominated in an Agreed Foreign Currency shall be converted to the Dollar Equivalent of such Agreed Foreign Currency for such calculations, as applicable). For purposes of this Agreement, calculations with respect to all amounts received or required to be paid in a currency other than Dollars or an Agreed Foreign Currency shall be valued at zero.
(m) For purposes of calculating compliance with all Concentration Limitations, (i) at all times during the Borrowing Base TestReinvestment Period, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition unfunded commitments shall be used to determine compliance with included in both the Borrowing Base Test, numerator and the Collateral Quality Test or denominator of any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more component of the Concentration Limitations are exceededLimitations, and (ii) at all other times, unfunded commitments shall not be included in either the Borrower (numerator or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent denominator of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any component of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability thereforConcentration Limitations.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Coverage Test, except as otherwise specified in the Borrowing Base Coverage Test, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) . Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test.
(g) Determinations of the Collateral Loans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest -67- Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base shall be made on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances requested to be made on such trade date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable. Notwithstanding anything to the contrary herein, no Default shall be deemed to have occurred and no monetary thresholds shall be deemed not complied with solely as a result of changes in the applicable exchange rate.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Barings Private Credit Corp)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoans, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Collateral Loans and Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Loans.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Defaulted Collateral Loans and Ineligible Collateral Assets Loans (including any unfunded commitments with respect to such Collateral Loans) will be treated as having a Principal Balance of value equal to zero.
(g) Determinations of the Collateral Loans, or portions thereof, that constitute Excess Concentration Amounts will be determined in the way that produces the highest Borrowing Base at the time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one such category of Collateral Loans will be deemed, solely for purposes of such determinations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) Except as otherwise provided herein, Defaulted Collateral Loans and Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality TestWeighted Average Floating Spread, (ii) be treated as having an Asset Value of zero the Weighted Average Coupon, and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetWeighted Average Life.
(hi) For purposes of determining the Minimum Weighted Average Floating Spread Test and the Weighted Average Coupon (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(ij) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the BDC and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) Unless otherwise indicated herein, all monetary calculations under this Agreement shall be in Dollars (and any amounts denominated in an Agreed Foreign Currency shall be converted to the Dollar Equivalent of such Agreed Foreign Currency for such calculations, as applicable). For purposes of this Agreement, calculations with respect to all amounts received or required to be paid in a currency other than Dollars or an Agreed Foreign Currency shall be valued at zero.
(m) For purposes of calculating compliance with all Concentration Limitations, (i) at all times during the Borrowing Base TestReinvestment Period, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition unfunded commitments shall be used to determine compliance with included in both the Borrowing Base Test, numerator and the Collateral Quality Test or denominator of any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more component of the Concentration Limitations are exceededLimitations, and (ii) at all other times, unfunded commitments shall not be included in either the Borrower (numerator or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent denominator of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any component of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability thereforConcentration Limitations.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetObligations, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsObligations, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Obligations and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Obligations securing the Advances shall be made on the basis of information as to the terms of each of such Collateral Asset Obligations and upon reports of payments, if any, received on such Collateral Asset Obligations that are furnished by or on behalf of the Obligor of such Collateral Asset Obligations and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsObligations, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Obligations (other than a Defaulted Loan or an Ineligible Collateral AssetLoan/Bonds, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the sum of (i) the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, Obligations (ii) including the proceeds of the sale of such Collateral Asset Obligations received and, in the case of sales which have not yet settled, to be received during such the Collection Period that are Period) and not reinvested in additional Collateral Assets Obligations or retained in a the Collection Account for subsequent reinvestment pursuant to Article X, which proceedsSection 10.02 that, if received as scheduled, will be available in a the Collection Account and available for distribution at the end of such the Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were any such amounts received in prior Collection Periods but that were not disbursed on a previous Payment Date or retained in a the Collection Account for subsequent reinvestment pursuant to Article X.Section 10.02.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Obligation shall be assumed to be received on the applicable Due Date, and each such Scheduled Distribution shall be assumed to be immediately deposited in the Collection Account to earn interest at the Assumed Reinvestment Rate (as determined on each relevant date of determination). All such funds shall be assumed to continue to earn interest until the date on which they are required to be available in the Collection Account for application, in accordance with the terms hereof, to payments of principal of or interest on the Advances or other amounts payable pursuant to this Agreement.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Defaulted Loan/Bonds will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Defaulted Loan/Bonds will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetTests.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Obligation include references to the Borrower’s acquisition of such Collateral Obligation by way of contribution from the Investment Manager or an Affiliate thereof. Portions of the same Collateral Asset Obligation acquired by the Borrower on different dates (whether through purchase or receipt by contribution, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetObligation, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetObligation). The “purchase price” for all or part of any Collateral Obligation acquired from an Affiliate of the Borrower, paid in the form of a contribution to the capital of the Borrower, shall be consistent with the amount that would be paid in an arms-length transaction with a non-Affiliate.
(j) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes Any Specified Change that results in the transfer or release of calculating compliance with all or substantially all of the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of assets securing a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided thatObligation shall, for purposes of calculating compliance with the Borrowing Base TestConcentration Limitations, result in the recategorizing of such Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of Obligation as an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor)Equity Security.
(l) At As of any time when any one date of determination, for purposes of all calculations under this Agreement, each Canadian Dollar Obligation and all cashflows in respect thereto (whether existing or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalfanticipated) shall select (from among be expressed in Dollars applying the Collateral Assets whose Principal Balance causes Settlement Date Rate relating to such Concentration Limitations Canadian Dollar Obligation; provided that if as of such date of determination the Settlement Date Rate relating to be exceeded) such Canadian Dollar Obligation is less than the Collateral Assetsprevailing Spot Foreign Exchange Rate as of such date of determination, or portions thereof, to be allocated to the Excess Concentration Amount, and revise then such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, Canadian Dollar Obligation shall be entitled to conclusively rely thereon without any responsibility or liability thereforexpressed in Dollars applying the prevailing Spot Foreign Exchange Rate as of such date of determination.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (TPG Specialty Lending, Inc.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of equal to zero and (iii) be excluded from the calculation of each the Borrowing Base on and after the date such Collateral Asset Loan constitutes an Ineligible Collateral AssetLoan.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(ji) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kj) For purposes of calculating compliance with the Borrowing Base Test, the Equity Coverage Test, the Minimum Equity Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, each of the trade date and the settlement date with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Equity Coverage Test, the Minimum Equity Test, the Collateral Quality Test Test, or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, (i) for purposes of calculating compliance with the Borrowing Base Test, the Equity Coverage Test, the Minimum Equity Test, the Collateral Quality Test Test, or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower contributions by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset Loan (based on the sale price therefor)) and (ii) for purposes of calculating the Borrowing Base Test, the Equity Coverage Test, the Minimum Equity Test, the Collateral Quality Test, or any Concentration Limitation in connection with the making or repayment of any Advance, such calculation shall be recalculated at the time such Advance is made or repaid after giving effect to the settlement of any Collateral Loan acquired or disposed of.
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(mk) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and or, prior to the occurrence of a Default or an Event of Default, the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor; provided that if the Collateral Manager and the Administrative Agent provide different interpretations or methodologies, the Administrative Agent’s determination shall control.
Appears in 1 contract
Samples: Credit and Security Agreement (Cim Real Estate Finance Trust, Inc.)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Minimum OC Coverage Test, except as otherwise specified in the Borrowing Base Testdefinition thereof, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in USActive 54953942.17 -56- clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) . Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test.
(g) Determinations of the Collateral Loans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base will be made on a Trade Date basis and after giving effect to (x) all purchases or sales to be entered into on such Trade Date and (y) all Advances requested to be made on such Trade Date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral Asset)Loan.
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.. USActive 54953942.17 -57-
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Ares Capital Corp)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Coverage Test, except as otherwise specified in the Borrowing Base Coverage Test, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Interest Coverage Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Interest Coverage Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.subsequent
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) . Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test.
(g) Determinations of the Collateral Loans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base shall be made on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances requested to be made on such trade date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable. Notwithstanding anything to the contrary herein, no Default shall be deemed to have occurred and no monetary thresholds shall be deemed not complied with solely as a result of changes in the applicable exchange rate.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (T. Rowe Price OHA Select Private Credit Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral Asset, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral Assets, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset shall be made on the basis of information as to the terms of each such Collateral Asset and upon reports of payments, if any, received on such Collateral Asset that are furnished by or on behalf of the Obligor of such Collateral Asset and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the any Borrowing Base Test, except as otherwise specified in the applicable Borrowing Base Test, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral Assets, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset (other than a Defaulted Loan or an Ineligible Collateral Asset, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets will be treated as having a Principal Balance of zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral Asset.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral Assets) will, for purposes of determining the Purchase Price of such Collateral Asset, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral Asset).
(j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the any Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, unless otherwise specified herein, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the any Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the any Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Asset Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).. USActive 59109857.10
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Document Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
(n) Any payments, fees or Advances herein denominated in an Eligible Currency shall be made with such Eligible Currency.
(o) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be derived using the Applicable Conversion Rate of such amount, as applicable.
Appears in 1 contract
Samples: Credit and Security Agreement (LGAM Private Credit LLC)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Minimum OC Coverage Test, except as otherwise specified in the Borrowing Base Testdefinition thereof, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in USActive 54953942.1755479929.4-57- a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero.
(g) . Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test.
(g) Determinations of the Collateral Loans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of each way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base will be made on a Trade Date basis and after giving effect to (x) all purchases or sales to be entered into on such Trade Date and (y) all Advances requested to be made on such Trade Date plus the balance of determining all unfunded Advances to be made in connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans.
(i) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable.
(j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral Asset).Loan. USActive 54953942.1755479929.4-58-
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Ares Capital Corp)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Loans and Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Loans.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets will be treated as having a Principal Balance of zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral Asset.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral Assets) will, for purposes of determining the Purchase Price of such Collateral Asset, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral Asset).
(j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base Test, except as otherwise specified in the Borrowing Base Test, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid.. USActive 55502425.1255502425.13
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.
(d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of zero.
(g) Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset Loan constitutes an Ineligible Collateral AssetLoan.
(h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.
(i) Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(k) For purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, the trade date with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of USActive 55502425.1255502425.13 an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset Loan (based on the applicable Purchase Pricepurchase price therefor) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset Loan (based on the sale price therefor).
(l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets Loans whose Principal Balance Aggregate Asset Value causes such Concentration Limitations to be exceeded) the Collateral AssetsLoans, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent or, unless an Event of Default shall have occurred and be continuing, the Collateral Manager Manager, as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (Blackstone Private Credit Fund)
Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoans, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision.
(a) All calculations with respect to Scheduled Distributions on any the Collateral Asset Loans shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loans that are furnished by or on behalf of the Obligor of such Collateral Asset Loans and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.
(b) For purposes of calculating the Borrowing Base TestCoverage Tests, except as otherwise specified in the Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, and other similar fees, unless or until such fees are actually paid.
(c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loans (other than a Defaulted Loan or an Collateral Loans and Ineligible Collateral AssetLoans, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X.Loans.
(d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date.
(e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.
(f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans (including any unfunded commitments with respect to such Collateral Loans) will be treated as having a Principal Balance of value equal to zero.
(g) Determinations of the Collateral Loans, or portions thereof, that constitute Excess Concentration Amounts will be determined in the way that produces the highest Borrowing Base at the time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one such category of Collateral Loans will be deemed, solely for purposes of such determinations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication).
(h) Except as otherwise provided herein, the Defaulted Collateral Loan Balance for Defaulted Collateral Loans will be included in the calculation of the Collateral Quality Tests and Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of each Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral AssetTests.
(hi) For purposes of determining the Minimum Weighted Average Floating Spread Test and the Weighted Average Coupon (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded, regardless of whether, in the case of the calculation of the Weighted Average Floating Spread, such interest is currently being capitalized or deferred.
(ij) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the BDC and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan).
(jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(kl) Unless otherwise indicated herein, all monetary calculations under this Agreement shall be in Dollars (and any amounts denominated in an Agreed Foreign Currency shall be converted to the Dollar Equivalent of such Agreed Foreign Currency for such calculations, as applicable). For purposes of this Agreement, calculations with respect to all amounts received or required to be paid in a currency other than Dollars or an Agreed Foreign Currency shall be valued at zero.
(m) For purposes of calculating compliance with all Concentration Limitations, (i) at all times during the Borrowing Base TestReinvestment Period, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition unfunded commitments shall be used to determine compliance with included in both the Borrowing Base Test, numerator and the Collateral Quality Test or denominator of any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder prior to or upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor).
(l) At any time when any one or more component of the Concentration Limitations are exceededLimitations, and (ii) at all other times, unfunded commitments shall not be included in either the Borrower (numerator or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time.
(m) To the extent denominator of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any component of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent and the Collateral Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability thereforConcentration Limitations.
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Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
