Common use of Furnish to Agent Clause in Contracts

Furnish to Agent. (a) Within 120 days after the end of each fiscal year of Administrative Entity, (i) an annual report containing a consolidated statement of assets, liabilities, and capitalstatements of financial condition as of the end of such fiscal year, and consolidated statements of operations and cash flows for PTP (or, at the sole election of the Loan Parties, the Loan Parties and their Subsidiaries on a Stand Alone Basis) for the year then ended (“Annual Financial Statements”), prepared in accordance with accounting principles generally accepted in the United States, which shall be accompanied by a report and an unqualified opinion under generally accepted auditing standards of independent certified public accountants of recognized standing selected by Administrative Entity and reasonably satisfactory to Agent (which opinion shall be without (1) a “going concern” or like qualification or exception, (2) any qualification or exception as to the scope of such audit, or (3) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.13), together with a written statement of such accountants (A) to the effect that, in making the examination necessary for their audit of such financial statements, they have not obtained any actual knowledge of the existence of an Event of Default under Section 6.13, (B) if such accountants shall have obtained any actual knowledge of the existence of an Event of Default under Section 6.13, describing the nature thereof; provided that, to the extent the Loan Parties have not elected to provide Annual Financial Statements of the Loan Parties and their Subsidiaries on a Stand Alone Basis, so long as PTP is subject to the reporting requirements of the Exchange Act, the filing of PTP’s report on Form 10-K for such fiscal year shall satisfy the requirements of this clause (i), so long as such Form 10-K is concurrently furnished (which may be by a link to a website containing such document sent by automated electronic notification) to the Agent upon filing thereof, and (ii) a reconciliation (that may be part of the financial statements) prepared by a Financial Officer of PTP or its general partner and indicating the differences between (x) the statement of financial condition and statement of operations referred to in clause (i) above and (y) the unaudited statement of financial condition and statement of operations of the Loan Parties and their consolidated Subsidiaries on a Stand Alone Basis in respect of such year and, unless otherwise separately provided, as between such consolidated Subsidiaries, a reconciliation between the Restricted Subsidiaries of the Loan Parties and any Person that is not a Restricted Subsidiary of a Loan Party (such reconciliation, the “LP Annual Financial Statements”).

Furnish to Agent. (a) Within 120 days after the end of each fiscal year of Administrative Entity, (i) an annual report containing a consolidated statement of assets, liabilities, and capitalstatements of financial condition capital as of the end of such fiscal year, and consolidated statements of operations and cash flows for PTP (or, at the sole election of the Loan Parties, the Loan Parties and their Subsidiaries on a Stand Alone Basis) for the year then ended (“Annual Financial Statements”), prepared in accordance with accounting principles generally accepted in the United States, which shall be accompanied by a report and an unqualified opinion under generally accepted auditing standards of independent certified public accountants of recognized standing selected by Administrative Entity and reasonably satisfactory to Agent (which opinion shall be without (1) a “going concern” or like qualification or exception, (2) any qualification or exception as to the scope of such audit, or (3) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.13), together with a written statement of such accountants (A) to the effect that, in making the examination necessary for their audit of such financial statements, they have not obtained any actual knowledge of the existence of an Event of Default under Section 6.13, (B) if such accountants shall have obtained any actual knowledge of the existence of an Event of Default under Section 6.13, describing the nature thereof; provided that, to the extent the Loan Parties have not elected to provide Annual Financial Statements of the Loan Parties and their Subsidiaries on a Stand Alone Basis, so long as PTP is subject to the reporting requirements of the Exchange Act, the filing of PTP’s report on Form 10-K for such fiscal year shall satisfy the requirements of this clause (i), so long as such Form 10-K is concurrently furnished (which may be by a link to a website containing such document sent by automated electronic notification) to the Agent upon filing thereof, and (ii) a reconciliation (that may be part of the financial statements) prepared by a Financial Officer of PTP or its general partner and indicating the differences between (x) the statement of financial condition and statement of operations referred to in clause (i) above and (y) the unaudited statement of financial condition and statement of operations of the Loan Parties and their consolidated Subsidiaries on a Stand Alone Basis in respect of such year and, unless otherwise separately provided, as between such consolidated Subsidiaries, a reconciliation between the Restricted Subsidiaries of the Loan Parties and any Person that is not a Restricted Subsidiary of a Loan Party (such reconciliation, the “LP Annual Financial Statements”)year.

Furnish to Agent. (a) Within 120 days after the end of each fiscal year of Administrative Entity, (i) an annual report containing a consolidated statement of assets, liabilities, and capitalstatements of financial condition capital as of the end of such fiscal year, and consolidated statements of operations and cash flows for PTP (or, at the sole election of the Loan Parties, the Loan Parties and their Subsidiaries on a Stand Alone Basis) for the year then ended (“Annual Financial Statements”), prepared in accordance with accounting principles generally accepted in the United States, which shall be accompanied by a report and an unqualified opinion under generally accepted auditing standards of independent certified public accountants of recognized standing selected by Administrative Entity and reasonably satisfactory to Agent (which opinion shall be without (1) a “going concern” or like qualification or exception, (2) any qualification or exception as to the scope of such audit, or (3) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.13), together with a written statement of such accountants (A) to the effect that, in making the examination necessary for their audit of such financial statements, they have not obtained any actual knowledge of the existence of an Event of Default under Section 6.13, (B) if such accountants shall have obtained any actual knowledge of the existence of an Event of Default under Section 6.13, describing the nature thereof; provided that, to the extent the Loan Parties have not elected to provide Annual Financial Statements of the Loan Parties and their Subsidiaries on a Stand Alone Basis, so long as PTP is subject to the reporting requirements of the Exchange Act, the filing of PTP’s report on Form 10-K for such fiscal year shall satisfy the requirements of this clause (i), so long as such Form 10-K is concurrently furnished (which may be by a link to a website containing such document sent by automated electronic notification) to the Agent upon filing thereof, and (ii) a reconciliation (that may be part of the financial statements) prepared by a Financial Officer of PTP or its general partner and indicating the differences between (x) the statement of financial condition and statement of operations referred to in clause (i) above and (y) the unaudited statement of financial condition and statement of operations of the Loan Parties and their consolidated Subsidiaries on a Stand Alone Basis in respect of such year and, unless otherwise separately provided, as between such consolidated Subsidiaries, a reconciliation between the Restricted Subsidiaries of the Loan Parties and any Person that is not a Restricted Subsidiary of a Loan Party (such reconciliation, the “LP Annual Financial Statements”).

Furnish to Agent. (a) Within 120 days after the end of each fiscal year of Administrative Entity, (i) an annual report containing a consolidated statement of assets, liabilities, and capitalstatements statements of financial condition as of the end of such fiscal year, and consolidated statements of operations and cash flows for PTP (or, at the sole election of the Loan Parties, the Loan Parties and their Subsidiaries on a Stand Alone Basis) for the year then ended (“Annual Financial Statements”), prepared in accordance with accounting principles generally accepted in the United States, which shall be accompanied by a report and an unqualified opinion under generally accepted auditing standards of independent certified public accountants of recognized standing selected by Administrative Entity and reasonably satisfactory to Agent (which opinion shall be without (1) a “going concern” or like qualification or exception, (2) any qualification or exception as to the scope of such audit, or (3) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.13), together with a written statement of such accountants (A) to the effect that, in making the examination necessary for their audit of such financial statements, they have not obtained any actual knowledge of the existence of an Event of Default under Section 6.13, (B) if such accountants shall have obtained any actual knowledge of the existence of an Event of Default under Section 6.13, describing the nature thereof; provided that, to the extent the Loan Parties have not elected to provide Annual Financial Statements of the Loan Parties and their Subsidiaries on a Stand Alone Basis, so long as PTP is subject to the reporting requirements of the Exchange Act, the filing of PTP’s report on Form 10-K for such fiscal year shall satisfy the requirements of this clause (i), so long as such Form 10-K is concurrently furnished (which may be by a link to a website containing such document sent by automated electronic notification) to the Agent upon filing thereof, and (ii) a reconciliation (that may be part of the financial statements) prepared by a Financial Officer of PTP or its general partner (if applicable) and indicating the differences between (x) the statement of financial condition and statement of operations referred to in clause (i) above and (y) the unaudited statement of financial condition and statement of operations of the Loan Parties and their consolidated Subsidiaries on a Stand Alone Basis in respect of such year and, unless otherwise separately provided, as between such consolidated Subsidiaries, a reconciliation between the Restricted Subsidiaries of the Loan Parties and any Person that is not a Restricted Subsidiary of a Loan Party (such reconciliation, the “LP Annual Financial Statements”).

Furnish to Agent. (a) Within 120 days after the end of each fiscal year of Administrative Entity, (i) an annual report containing a consolidated statement of assets, liabilities, and capitalstatements statements of financial condition as of the end of such fiscal year, and consolidated statements of operations and cash flows for PTP (or, at the sole election of the Loan Parties, the Loan Parties and their Subsidiaries on a Stand Alone Basis) for the year then ended (“Annual Financial Statements”), prepared in accordance with accounting principles generally accepted in the United States, which shall be accompanied by a report and an unqualified opinion under generally accepted auditing standards of independent certified public accountants of recognized standing selected by Administrative Entity and reasonably satisfactory to Agent (which opinion shall be without (1) a “going concern” or like qualification or exception, (2) any qualification or exception as to the scope of such audit, or (3) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.13), together with a written statement of such accountants (A) to the effect that, in making the examination necessary for their audit of such financial statements, they have not obtained any actual knowledge of the existence of an Event of Default under Section 6.13, (B) if such accountants shall have obtained any actual knowledge of the existence of an Event of Default under Section 6.13, describing the nature thereof; provided that, to the extent the Loan Parties have not elected to provide Annual Financial Statements of the Loan Parties and their Subsidiaries on a Stand Alone Basis, so long as PTP is subject to the reporting requirements of the Exchange Act, the filing of PTP’s report on Form 10-K for such fiscal year shall satisfy the requirements of this clause (i), so long as such Form 10-K is concurrently furnished (which may be by a link to a website containing such document sent by automated electronic notification) to the Agent upon filing thereof, and (ii) a reconciliation (that may be part of the financial statements) prepared by a Financial Officer of PTP or its general partner (if applicable) and indicating the differences between (x) the statement of financial condition and statement of operations referred to in clause (i) above and (y) the unaudited statement of financial condition and statement of operations of the Loan Parties and their consolidated Subsidiaries on a Stand Alone Basis in respect of such year and, unless otherwise separately provided, as between such consolidated Subsidiaries, a reconciliation between the Restricted Subsidiaries of the Loan Parties and any Person that is not a Restricted Subsidiary of a Loan Party (such reconciliation, the “LP Annual Financial Statements”). Within 60 days after the end of each of the first three quarters of each fiscal year of Administrative Entity (other than the first financial report provided under this clause (b), which shall be provided within 90 days of the IPO Event), (i) a financial report Execution Version containing consolidated statements of financial condition, consolidated statements of operations and cash flows for PTP (or, at the sole election of the Loan Parties, the Loan Parties and their Subsidiaries on a Stand Alone Basis) for the period then ended (“Quarterly Financial Statements”); provided that, to the extent the Loan Parties have not elected to provide Quarterly Financial Statements of the Loan Parties and their Subsidiaries on a Stand Alone Basis, so long as PTP is subject to the reporting requirements of the Exchange Act, the filing of PTP’s report on Form 10-Q for such fiscal quarter shall satisfy the requirements of this clause (i), so long as such Form 10-Q is concurrently furnished (which may be by a link to a website containing such document sent by automated electronic notification) to the Agent upon filing thereof, and, (ii) a reconciliation (that may be part of the financial statements) prepared by a Financial Officer of PTP or its general partner (if applicable) and indicating the differences between (x) the statement of financial condition and statement of operations referred to in clause (i) above and (y) the unaudited statement of financial condition and statement of operations of the Loan Parties and their consolidated Subsidiaries on a Stand Alone Basis in respect of such year and, unless otherwise separately provided, as between such consolidated Subsidiaries, a reconciliation between the Restricted Subsidiaries of the Loan Parties and any Person that is not a Restricted Subsidiary of a Loan Party (such reconciliation, the “LP Quarterly Financial Statements”). Promptly upon the filing thereof, all material documents filed by PTP with the SEC (which may be by a link to a website containing such document sent by automated electronic notification); Substantially concurrent with the delivery of the financial reports described above in clauses (a) and (b) of this Section 5.2, a Compliance Certificate duly executed by the chief financial officer of Administrative Entity (1) stating that (i) he or she has individually reviewed the provisions of this Agreement and the other Loan Documents, (ii) the financial statements contained in such report have been prepared in accordance with GAAP (except in the case of reports required to be delivered pursuant to clause (b) above, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of PTP and its Subsidiaries, (iii) the LP Annual Financial Statements or LP Quarterly Financial Statements, as the case may be (or, solely to the extent delivered in any period, the annual financial statements or quarterly financial statements, as the case may be, of the Loan Parties and their Subsidiaries on a Stand Alone Basis) fairly present in all material respects the financial condition and statement of operations of the Loan Parties and their consolidated Restricted Subsidiaries on a Stand Alone Basis in respect of such period other than as provided in any reconciliation for that period, (iv) consistent with past practice, a review of the activities of PTP and its Subsidiaries during such year or quarterly period, as the case may be, has been made by or under such individual’s supervision, with a view to determining whether the Loan Parties have fulfilled all of their respective obligations under this Agreement, and the other Loan Documents, and (v) no Loan Party is in default in the observance or performance of any of the provisions hereof or thereof, or if any Loan Party shall be so in default, specifying all such defaults and events of which such individual may have knowledge, (2) to the extent information is available in PTP’s public disclosure and reasonably requested by Agent, attaching a schedule Execution Version thereto that sets forth, on an Ares Fund by Ares Fund basis, the Assets Under Management for such Ares Fund, (3) attaching a schedule thereto that sets forth a listing of each Ares Fund that has closed during the period covered by this Compliance Certificate to the extent not previously disclosed, (4) solely to the extent that agreements executed in connection with the closing of any Ares Fund noted in the preceding clause (3) provide for the deferral of the payment of Management Fees, attaching a schedule thereto that sets forth on a one-time basis for any such Ares Fund, a listing of the portion of the Management Fees that have been so agreed to be so deferred and (5) attaching a schedule thereto that sets forth a calculation of Adjusted EBITDA for the most recent four quarter period, including reasonable detail of each component of Adjusted EBITDA as set forth in the definition thereof and reasonable detail of any portion of Management Fees or ARCC Part I Fees included in Adjusted EBITDA that is contributed by a Designated Subsidiary; if not otherwise provided pursuant to clause (a) or (b), above, as applicable, then, substantially contemporaneously with each quarterly and year-end financial report required by clauses (a) and (b) of this Section 5.2, a certificate of the chief financial officer of Administrative Entity separately identifying and describing all material Contingent Obligations of the Loan Parties; notice, as soon as possible and, in any event, within 5 days after Borrower has knowledge, of: (i) the occurrence of any Event of Default or any Unmatured Event of Default; or (ii) any default or event of default as defined in any evidence of Debt of Borrower or under any material agreement, indenture, or other instrument under which such Debt has been issued, irrespective of whether such Debt is accelerated or such default waived. In any such event, Borrower also shall supply Agent with a statement from a Responsible Officer of Borrower, setting forth the details thereof and the action that Borrower proposes to take with respect thereto; provided, that Borrower shall not be required to provide any information that reasonably would be expected to result in a waiver of any attorney-client privilege of Borrower; as soon as practicable, any written report pertaining to material items in respect of Borrower’s internal control matters submitted to Borrower by its independent accountants in connection with each annual audit of the financial condition of Borrower; as soon as practicable, written notice of any condition or event which has resulted or could reasonably be expected to result in: (i) a Material Adverse Effect on the Loan Parties, taken as a whole; or (ii) a breach of, or noncompliance with, any term, condition, or covenant contained in this Agreement or any other Loan Document, or (iii) a breach of, or noncompliance with, any term, condition, or covenant of any Contractual Obligation of any Loan Party that, in the case of clauses (ii) and (iii), would result in an Event of Default hereunder; promptly upon becoming aware of any Person’s seeking to obtain or threatening to seek to obtain a decree or order for relief with respect to any Loan Party in an involuntary case under any applicable bankruptcy, insolvency, or other similar law now Execution Version or hereafter in effect, a written notice thereof specifying what action Borrower is taking or proposes to take with respect thereto; promptly, copies of all amendments to the Governing Documents of any Loan Party except for (i) immaterial amendments or waivers permitted by such Governing Documents not requiring the consent of the holders of the Securities in the applicable Loan Party, or (ii) amendments or waivers which would not, either individually or collectively, be materially adverse to the interests of the Lender Group; prompt notice of: all legal or arbitral proceedings, and all proceedings by or before any governmental or regulatory authority or agency, against or, to the knowledge of Borrower, threatened in writing against or affecting any Loan Party which, if adversely determined, could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or on the timely payment of the principal of or interest on the Loans, or the enforceability of this Agreement or the other Loan Documents, or the rights and remedies of the Lender Group hereunder or thereunder, as applicable; the acquisition by any Loan Party of any Margin Securities; the issuance by any United States federal or state court or any United States federal or state regulatory authority of any injunction, order, or other restraint prohibiting, or having the effect of prohibiting or delaying, the making of the Loans or issuing Letters of Credit, or the institution of any litigation or similar proceeding seeking any such injunction, order, or other restraint, in each case, of which Borrower or any of its Subsidiaries has knowledge; and reasonably promptly, such other information and data (other than monthly financial statements) with respect to the Loan Parties, as from time to time may be reasonably requested by Agent or any Lender (including any information reasonably requested by Agent or such Lender to enable Agent or such Lender to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board).