Information, etc. The Borrower shall promptly furnish to Moody's, S&P, the Custodian and the Administrative Agent, and the Adminxxxxxxxve Agent shall furnish to the Lenders, copies of the following financial statements, reports and information: (a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower (beginning with the year ended December 31, 2006) a consolidated balance sheet of the Borrower as of the end of such fiscal year and the related consolidated statements of operations, members' equity and cash flows for such fiscal year (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18; (b) as soon as available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (beginning with the quarter ended September 30, 2006) a consolidated balance sheet of the Borrower as of the end of such fiscal quarter and the related consolidated statements of operations, members' equity and cash flows for such fiscal quarter and for the portion of the fiscal year ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in the case of each fiscal quarter ending on or after September 30, 2007 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP and consistency by an Authorized Officer of the Borrower; (c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, (A) a certificate of an Authorized Officer of the Borrower in the form of Exhibit H hereto (x) setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently ended; (ii) the aggregate amount of Restricted Payments made during such fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (v) the computations relating to the Borrower's compliance with Section 6.1.15; and (y) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto; (d) simultaneously with the delivery of each set of financial statements referred to in clause (a) above, a statement of the Independent Public Accountant which reported on such statements as to whether anything has come to their attention to cause them to believe that any Default existed on the date of such statements and, if such a Default has come to their attention, a statement as to the nature thereof; (e) promptly upon the execution thereof, copies of any amendment to any Transaction Document; (f) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent may reasonably request; and (g) promptly upon obtaining actual knowledge thereof, any material correction, revision or restatement with respect to the information referred to above.
Appears in 1 contract
Samples: Credit Agreement (Special Value Continuation Partners, LP)
Information, etc. The Borrower shall promptly furnish to Moody's, S&P, the Custodian and the Administrative Agent, and the Adminxxxxxxxve Agent shall shall:
(i) furnish to the Lenders, copies of the following financial statements, reports and information:
(a) Administrative Agent as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower (beginning with the year ended December 31, 20062010), from McGladrey & Xxxxxx, LLP or another firm of Independent certified public accountants of nationally recognized standing, (A) a audited consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as of Equity Owner and the end of accompanying footnotes for such fiscal year and the related consolidated (B) financial statements of operationsthe Borrower, members' equity and cash flows for such fiscal year in each case prepared, subject to Section 1.04 (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forthAccounting Matters), in accordance with GAAP, setting forth in the case of each fiscal year ending after December 31, 2009 in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18;
(bii) furnish to the Administrative Agent as soon as available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (beginning with the quarter ended September June 30, 20062010) a (A) consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as Equity Owner and (B) financial statements of the end of such fiscal quarter and the related consolidated statements of operationsBorrower, members' equity and cash flows in each case for such fiscal quarter and for the portion of the fiscal year ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in the case of each fiscal quarter ending on or after September June 30, 2007 2010 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP (subject to Section 1.04 (Accounting Matters)) and consistency by an Authorized Officer of the BorrowerManager;
(ciii) furnish to the Administrative Agent simultaneously with the delivery of each set of financial statements referred to in clauses (ai) and (bii) above, (A) a certificate of an Authorized Officer of the Borrower Manager in the form of Exhibit H hereto J, (xA) setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently ended; (ii) the aggregate amount of Restricted Payments made during such fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) quarter and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (v) the computations relating to the Borrower's compliance with Section 6.1.15; and (yB) stating whether any Default exists is continuing or Event of Default has occurred on or prior to the date of such certificate and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;
(div) simultaneously with furnish to the delivery Administrative Agent as soon as available and in any event within fifteen (15) days after the end of each set of financial statements referred to in clause (a) abovemonth, a written statement of the Independent Public Accountant which reported on such statements Manager’s Net Asset Value as to whether anything has come to their attention to cause them to believe that any Default existed at the close of business on the date last Business Day of such statements and, if such a Default has come to their attention, a statement as to the nature thereofprevious calendar month;
(ev) promptly upon as soon as possible after the execution thereof, copies acquisition of any amendment Fund Investment and until the Borrower’s disposition of such Fund Investment (or, if earlier, the maturity or termination date thereof), use commercially reasonable efforts to any Transaction Document;
cause the administrative agent with respect to such Fund Investment to furnish (fA) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent may reasonably requestand the Lenders access to IntraLinks, SyndTrak, Dealogic, Dealinks, DealVault or other informational website (if any) available to the lenders under or other parties in respect of such Fund Investment or the Obligor thereof and (B) DBTCA with any notices from such administrative agent in connection with such Fund Investment; provided that (x) if the Administrative Agent and the Lenders are not furnished with access to such informational website (by or on behalf of the administrative agent with respect to such Fund Investment or the Borrower), then the Borrower shall furnish to the Administrative Agent all information on such informational website in accordance with clause (vi) below or (y) if DBTCA is not furnished with such notices from the administrative agent in connection with such Fund Investment, then the Borrower shall furnish to DBTCA all such notices in accordance with clause (vi) below; and
(gvi) promptly upon obtaining actual knowledge if there is no informational website with respect to any Fund Investment or (A) the Administrative Agent has not been furnished with access to such website, then furnish to the Administrative Agent, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any material correctionand all information and documents, revision including reports and notices received by the Borrower or restatement the Manager from the Obligor of such Fund Investment or the administrative agent or any group or committee of lenders under or other parties in respect of such Fund Investment (including with respect to any potential restructuring of such Fund Investment or such Obligor), that is reasonably likely to affect calculation of the Advance Amount, compliance with the Overcollateralization Test, the Collateral (including the existence of any Liens other than Permitted Liens thereon) or the Administrative Agent’s or the Lenders’ rights under this Agreement or any other Credit Document or (B) DBTCA has not been furnished with access to notices from the administrative agent with respect to such Fund Investment, then furnish to DBTCA, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any such notices; provided that notwithstanding Section 9.03(a) (Notices) and Schedule 1, the Borrower shall furnish all “private side”, confidential or restricted information referred and notices to abovethe Administrative Agent solely by delivery to Xxx Xxxxxxx at 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000; Telephone: (000) 000-0000; Facsimile: +00 (000) 000-0000; Electronic Mail: xxx-x.jackson@xx.xxx.
Appears in 1 contract
Information, etc. The Borrower shall promptly furnish to Moody's, S&P, the Custodian and the Administrative Agent, and the Adminxxxxxxxve Agent shall shall:
(i) furnish to the Lenders, copies of the following financial statements, reports and information:
(a) Administrative Agent as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower Equity Owner (beginning with the year ended December 31, 20062014), from Ernst & Young LLP or another firm of Independent certified public accountants of nationally recognized standing, (A) a audited consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as of Equity Owner and the end of accompanying footnotes for such fiscal year and the related consolidated (B) unaudited financial statements of operationsthe Borrower, members' equity and cash flows for such fiscal year in each case prepared, subject to Section 1.04 (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forthAccounting Matters), in accordance with GAAP, setting forth in the case of each fiscal year ending after December 31, 2014, in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18;
(bii) furnish to the Administrative Agent:
(A) as soon as available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters half of each fiscal year of the Borrower Equity Owner (beginning with the quarter half-year ended September June 30, 20062014)
(1) a unaudited consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as Equity Owner and (2) unaudited financial statements of the end of such fiscal quarter and the related consolidated statements of operationsBorrower, members' equity and cash flows in each case for such fiscal quarter and half-year and, to the extent available, for the portion of the fiscal year then ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in the case of each fiscal quarter ending on or after September 30, 2007 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion half-year of the previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP (subject to Section 1.04 (Accounting Matters)) and consistency by an Authorized Officer the Manager; and
(B) as soon as available and in any event within sixty (60) days after the end of the Borrowerfirst and third fiscal quarter of each fiscal year of the Equity Owner, a copy of the statement of investments published by the Equity Owner to its investors; provided, however, in each case, that if the Borrower or the Equity Owner is either required under Applicable Law or elects of its own discretion to provide such information on a more frequent basis, the Borrower shall furnish such information to the Administrative Agent;
(ciii) furnish to the Administrative Agent simultaneously with the delivery of each set of financial statements or statement of investments referred to in clauses (ai) and (bii) above, (A) a certificate of an Authorized Officer of the Borrower Manager in the form of Exhibit H hereto J, (xA) setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently ended; (ii) the aggregate amount of Restricted Payments made during such the fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) quarter most recently ended and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (v) the computations relating to the Borrower's compliance with Section 6.1.15; and (yB) stating whether any Default exists on or Event of Default has occurred since the date on which the last certificate was delivered (or, in the case of such the first certificate delivered hereunder, since the Closing Date) and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower or the Equity Owner is taking or proposes to take with respect thereto;
(div) simultaneously with furnish to the delivery Administrative Agent as soon as available and in any event within fifteen (15) days after the end of each set of financial statements referred to in clause (a) abovemonth, a written statement of the Independent Public Accountant which reported on such statements Manager’s Net Asset Value as to whether anything has come to their attention to cause them to believe that any Default existed at the close of business on the date last Business Day of such statements and, if such a Default has come to their attention, a statement as to the nature thereofprevious calendar month;
(ev) promptly upon as soon as possible after the execution thereof, copies acquisition of any amendment Fund Investment and until the Borrower’s disposition of such Fund Investment (or, if earlier, the maturity or termination date thereof), use commercially reasonable efforts to any Transaction Document;
cause the administrative agent with respect to such Fund Investment to furnish (fA) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent may reasonably requestand the Lenders access to IntraLinks, SyndTrak, Dealogic, Dealinks, DealVault or other informational website (if any) available to the lenders under or other parties in respect of such Fund Investment or the Obligor thereof and (B) DBTCA with any notices from such administrative agent in connection with such Fund Investment; provided that (x) if the Administrative Agent and the Lenders are not furnished with access to such informational website (by or on behalf of the administrative agent with respect to such Fund Investment or the Borrower), then the Borrower shall furnish to the Administrative Agent all information on such informational website in accordance with clause (vi) below or (y) if DBTCA is not furnished with such notices from the administrative agent in connection with such Fund Investment, then the Borrower shall furnish to DBTCA all such notices in accordance with clause (vi) below; and
(gvi) promptly upon obtaining actual knowledge if there is no informational website with respect to any Fund Investment or (A) the Administrative Agent has not been furnished with access to such website, then furnish to the Administrative Agent, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any material correctionand all information and documents, revision including reports and notices received by the Borrower or restatement the Manager from the Obligor of such Fund Investment or the administrative agent or any group or committee of lenders under or other parties in respect of such Fund Investment (including with respect to any potential restructuring of such Fund Investment or such Obligor), that is reasonably likely to affect calculation of the Advance Amount, compliance with the Overcollateralization Test, the Collateral (including the existence of any Liens other than Permitted Liens thereon) or the Administrative Agent’s or the Lenders’ rights under this Agreement or any other Credit Document or (B) DBTCA has not been furnished with access to notices from the administrative agent with respect to such Fund Investment, then furnish to DBTCA, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any such notices; provided that notwithstanding Section 9.03(a) (Notices) and Schedule 1, the Borrower shall furnish all “private side”, confidential or restricted information referred and notices to abovethe Administrative Agent solely by delivery to Xxx Xxxxxxx at 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000; Telephone: (000) 000-0000; Facsimile: +00 (000) 000-0000; Electronic Mail: xxx-x.jackson@xx.xxx.
Appears in 1 contract
Samples: Credit Agreement (FS Global Credit Opportunities Fund-D)
Information, etc. The Borrower shall promptly furnish to Moody'sXxxxx’x, S&P, the Custodian and the Administrative Agent, and the Adminxxxxxxxve Administrative Agent shall furnish to the Lenders, copies of the following financial statements, reports and information:
(a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower (beginning with the year ended December 31, 2006) a consolidated balance sheet of the Borrower as of the end of such fiscal year and the related consolidated statements of operations, members' ’ equity and cash flows for such fiscal year (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18;
(b) as soon as available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (beginning with the quarter ended September 30, 2006) a consolidated balance sheet of the Borrower as of the end of such fiscal quarter and the related consolidated statements of operations, members' ’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in the case of each fiscal quarter ending on or after September 30, 2007 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP and consistency by an Authorized Officer of the Borrower;
(c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, (A) a certificate of an Authorized Officer of the Borrower in the form of Exhibit H hereto (x) setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently ended; (ii) the aggregate amount of Restricted Payments made during such fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (v) the computations relating to the Borrower's ’s compliance with Section 6.1.15; and (y) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;
(d) simultaneously with the delivery of each set of financial statements referred to in clause (a) above, a statement of the Independent Public Accountant which reported on such statements as to whether anything has come to their attention to cause them to believe that any Default existed on the date of such statements and, if such a Default has come to their attention, a statement as to the nature thereof;
(e) promptly upon the execution thereof, copies of any amendment to any Transaction Document;
(f) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent may reasonably request; and
(g) promptly upon obtaining actual knowledge thereof, any material correction, revision or restatement with respect to the information referred to above.
Appears in 1 contract
Samples: Credit Agreement (Special Value Continuation Partners, LP)
Information, etc. The Borrower shall promptly furnish to Moody's, S&P, the Custodian and the Administrative Agent, and the Adminxxxxxxxve Agent shall shall:
(i) furnish to the LendersLender, copies of the following financial statements, reports and information:
(a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower (beginning with the year ended December 31, 20062010), from McGladrey & Xxxxxx, LLP or another firm of Independent certified public accountants of nationally recognized standing, (A) a audited consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as of Equity Owner and the end of accompanying footnotes for such fiscal year and the related consolidated (B) financial statements of operationsthe Borrower, members' equity and cash flows for such fiscal year in each case prepared, subject to Section 1.04 (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forthAccounting Matters), in accordance with GAAP, setting forth in the case of each fiscal year ending after December 31, 2009 in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18;
(bii) furnish to the Lender, as soon as available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (beginning with the quarter ended September June 30, 20062010) a (A) consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as Equity Owner and (B) financial statements of the end of such fiscal quarter and the related consolidated statements of operationsBorrower, members' equity and cash flows in each case for such fiscal quarter and for the portion of the fiscal year ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in the case of each fiscal quarter ending on or after September June 30, 2007 2010 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP (subject to Section 1.04 (Accounting Matters)) and consistency by an Authorized Officer of the BorrowerManager;
(ciii) furnish to the Lender, simultaneously with the delivery of each set of financial statements referred to in clauses (ai) and (bii) above, (A) a certificate of an Authorized Officer of the Borrower Manager in the form of Exhibit H hereto J, (xA) setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently ended; (ii) the aggregate amount of Restricted Payments made during such fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) quarter and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (v) the computations relating to the Borrower's compliance with Section 6.1.15; and (yB) stating whether any Default exists is continuing or Event of Default has occurred on or prior to the date of such certificate and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;
(div) simultaneously with furnish to the delivery Lender, as soon as available and in any event within fifteen (15) days after the end of each set of financial statements referred to in clause (a) abovemonth, a written statement of the Independent Public Accountant which reported on such statements Manager’s Net Asset Value as to whether anything has come to their attention to cause them to believe that any Default existed at the close of business on the date last Business Day of such statements and, if such a Default has come to their attention, a statement as to the nature thereofprevious calendar month;
(ev) promptly upon as soon as possible after the execution thereof, copies acquisition of any amendment Fund Investment and until the Borrower’s disposition of such Fund Investment (or, if earlier, the maturity or termination date thereof), use commercially reasonable efforts to cause the administrative agent with respect to such Fund Investment to furnish (A) the Lender access to IntraLinks, SyndTrak, Dealogic, Dealinks, DealVault or other informational website (if any) available to the lenders under or other parties in respect of such Fund Investment or the Obligor thereof and (B) DBTCA with any Transaction Document;
notices from such administrative agent in connection with such Fund Investment; provided that (fx) if the Lender is not furnished with access to such informational website (by or on behalf of the administrative agent with respect to such Fund Investment or the Borrower), then the Borrower shall furnish to the Lender all information on such informational website in accordance with clause (vi) below or (y) if DBTCA is not furnished with such notices from time the administrative agent in connection with such Fund Investment, then the Borrower shall furnish to time, DBTCA all such other information or documents notices in accordance with clause (financial or otherwisevi) as the Administrative Agent may reasonably requestbelow; and
(gvi) promptly upon obtaining actual knowledge if there is no informational website with respect to any Fund Investment or (A) the Lender has not been furnished with access to such website, then furnish to the Lender, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any material correctionand all information and documents, revision including reports and notices received by the Borrower or restatement the Manager from the Obligor of such Fund Investment or the administrative agent or any group or committee of lenders under or other parties in respect of such Fund Investment (including with respect to any potential restructuring of such Fund Investment or such Obligor), that is reasonably likely to affect calculation of the Advance Amount, compliance with the Overcollateralization Test, the Collateral (including the existence of any Liens other than Permitted Liens thereon) or the Lender’s rights under this Agreement or any other Credit Document or (B) DBTCA has not been furnished with access to notices from the administrative agent with respect to such Fund Investment, then furnish to DBTCA, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any such notices; provided that notwithstanding Section 8.03(a) (Notices) and Schedule 1, the Borrower shall furnish all “private side”, confidential or restricted information referred and notices to abovethe Lender solely by delivery to Xxx Xxxxxxx at 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000; Telephone: (000) 000-0000; Facsimile: +00 (000) 000-0000; Electronic Mail: xxx-x.jackson@xx.xxx.
Appears in 1 contract
Information, etc. The Borrower shall promptly furnish to Moody'sXxxxx'x, S&P, the Custodian Custodian, the Insurer (so long as the Senior Facility Insurance Policy is in effect) and the Administrative Agent, and the Adminxxxxxxxve Administrative Agent shall furnish to the Lenders, copies of the following financial statements, reports and information:
(a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower (beginning with the year ended December 31September 30, 20062004) a consolidated balance sheet of the Borrower as of the end of such fiscal year and the related consolidated statements of operations, members' equity and cash flows for such fiscal year (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18;
(b) as soon as available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (beginning with the quarter ended September 30December 31, 20062004) a consolidated balance sheet of the Borrower as of the end of such fiscal quarter and the related consolidated statements of operations, members' equity and cash flows for such fiscal quarter and for the portion of the fiscal year ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in the case of each fiscal quarter ending on or after September 30December 31, 2007 2005 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP and consistency by an Authorized Officer of the Borrower;
(c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, (A) a certificate of an Authorized Officer of the Borrower in the form of Exhibit H hereto (x) setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently ended; (ii) the aggregate amount of Restricted Payments made during such fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (viv) the computations relating to the Borrower's compliance with Section 6.1.15; and (v) for so long as Section 6.2.21 is in effect, the leverage ratios and computations related thereto as required by Section 6.2.21 as of the last day of such fiscal quarter; and (y) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;
(d) simultaneously with the delivery of each set of financial statements referred to in clause (a) above, a statement of the Independent Public Accountant which reported on such statements as to whether anything has come to their attention to cause them to believe that any Default existed on the date of such statements and, if such a Default has come to their attention, a statement as to the nature thereof;
(e) promptly upon the execution thereof, copies of any amendment to any Transaction Document;
(f) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent or, so long as the Insurer is the Controlling Class, the Insurer may reasonably request; and
(g) promptly upon obtaining actual knowledge thereof, any material correction, revision or restatement with respect to the information referred to above.
Appears in 1 contract
Samples: Credit Agreement (Special Value Expansion Fund, LLC)
Information, etc. The Borrower shall promptly furnish Issuer covenants and agrees that it will deliver the information specified below to Moody's, S&P, the Custodian and the Administrative Agent, and the Adminxxxxxxxve Agent shall furnish to the Lenders, copies of the following financial statements, reports and informationeach Holder:
(a) as soon as available and in any event within ninety 90 days (90or such later date, if an appropriate extension of such time shall have been granted) days after the end of each fiscal year of the Borrower (beginning with Issuer, consolidated statements of income, retained earnings and cash flows and changes in financial position of the Issuer and its consolidated Subsidiaries for such year ended December 31, 2006) a consolidated and the related balance sheet of the Borrower as of at the end of such fiscal year and the related consolidated statements of operations, members' equity and cash flows for such fiscal year (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forth)year, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, if anyand accompanied by an opinion thereon of a firm of independent certified public accountants of recognized national standing, reported on without material qualification by Independent Public Accountantwhich opinion shall state that said financial statements fairly present the financial condition and results of operations of the Issuer at the end of, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18for, such fiscal year;
(b) as soon as available available, and in any event within sixty 45 days (60or such later date, if an appropriate extension of such time shall have been granted) days after the end of each fiscal quarter of the first three (3) Issuer other than the last fiscal quarters of quarter in each fiscal year of year, the Borrower (beginning with the quarter ended September 30, 2006) a unaudited consolidated balance sheet of the Borrower Issuer and its consolidated subsidiaries as of at the end of such fiscal quarter quarter, and the related unaudited consolidated statements of operations, members' equity income and cash flows of the Issuer and its consolidated subsidiaries for such fiscal quarter and for the portion of the fiscal year ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth)ended, setting forth in the each case of each fiscal quarter ending on or after September 30, 2007 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion periods of the previous fiscal yearyear (such financial statements, all certified together with the financial statements referred to in paragraph (a) above, being referred to herein as the "Quarterly Financial Statements"), accompanied, in each case, by a certificate of a senior officer of the Issuer, which certificate shall state that said financial statements fairly present the financial condition and results of operations of the Issuer and its subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments) as to fairness of presentation, GAAP and consistency by an Authorized Officer of the Borrower);
(c) simultaneously promptly upon their becoming available, copies of all registration statements and regular periodic reports, if any, which the Issuer, or any of its subsidiaries shall have filed with the delivery of each set of financial statements referred to in clauses (a) and (b) above, (A) a certificate of an Authorized Officer of the Borrower in the form of Exhibit H hereto (x) setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently endedCommission or any national securities exchange; (ii) the aggregate amount of Restricted Payments made during such fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (v) the computations relating to the Borrower's compliance with Section 6.1.15; and (y) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;
(d) simultaneously with the delivery of each set of financial statements referred to in clause (a) above, a statement of the Independent Public Accountant which reported on such statements as to whether anything has come to their attention to cause them to believe that any Default existed on the date of such statements and, if such a Default has come to their attention, a statement as to the nature thereof;
(e) promptly upon the execution thereofmailing thereof to any shareholders or creditors of the Issuer or any of its subsidiaries, copies of any amendment to any Transaction Document;
(f) from time to timeall information, such other information or documents (financial or otherwise) as the Administrative Agent may reasonably request; and
(g) promptly upon obtaining actual knowledge thereofstatements, any material correctioncompliance certificates, revision or restatement with respect to the information referred to abovereports and proxy statements so mailed.
Appears in 1 contract
Information, etc. The Borrower shall promptly furnish to Moody'sXxxxx'x, S&P, the Custodian and Custodian, the Administrative Agent, and the Adminxxxxxxxve Agent shall furnish to the Lenders, Lenders copies of the following financial statements, reports and information:
(a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower (beginning with the year ended December 31, 2006) a consolidated balance sheet of the Borrower as of the end of such fiscal year and the related consolidated statements of operations, members' equity and cash flows for such fiscal year (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forth)), setting forth in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18;
(b) as soon as available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (beginning with the quarter ended September 30March 31, 20062007) a consolidated balance sheet of the Borrower as of the end of such fiscal quarter and the related consolidated statements of operations, members' equity and cash flows for such fiscal quarter and for the portion of the fiscal year ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth)), setting forth in the case of each fiscal quarter ending on or after September 30March 31, 2007 2008 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP and consistency by an Authorized Officer of the Borrower;
(c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, (A) a certificate of an Authorized Officer of the Borrower in the form of Exhibit H hereto (x) setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently ended; (ii) the aggregate amount of Restricted Payments made during such fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (v) the computations relating to the Borrower's compliance with Section 6.1.15; and (y) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;
(d) simultaneously with the delivery of each set of financial statements referred to in clause (a) above, a statement of the Independent Public Accountant which reported on such statements as to whether anything has come to their attention to cause them to believe that any Default existed on the date of such statements and, if such a Default has come to their attention, a statement as to the nature thereof;
(e) promptly upon the execution thereof, copies of any amendment to any Transaction Document;
(f) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent Agent, Xxxxx'x, S&P or the Required Lenders may reasonably request; and
(g) promptly upon obtaining actual knowledge thereof, any material correction, revision or restatement with respect to the information referred to above.
Appears in 1 contract
Samples: Credit Agreement (Tennenbaum Opportunities Partners V, LP)
Information, etc. The Borrower shall promptly furnish to Moody's, S&P, the Custodian and the Administrative Agent, and the Adminxxxxxxxve Agent shall shall:
(i) furnish to the Lenders, copies of the following financial statements, reports and information:
(a) Administrative Agent as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower (beginning with the year ended December 31, 20062011), from McGladrey & Xxxxxx, LLP or another firm of Independent certified public accountants of nationally recognized standing, (A) a audited consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as of Equity Owner and the end of accompanying footnotes for such fiscal year and the related consolidated (B) financial statements of operationsthe Borrower, members' equity and cash flows for such fiscal year in each case prepared, subject to Section 1.04 (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forthAccounting Matters), in accordance with GAAP, setting forth in the case of each fiscal year ending after December 31, 2010 in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18;
(bii) furnish to the Administrative Agent as soon as available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (beginning with the quarter ended September 30, 20062011) a (A) consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as Equity Owner and (B) financial statements of the end of such fiscal quarter and the related consolidated statements of operationsBorrower, members' equity and cash flows in each case for such fiscal quarter and for the portion of the fiscal year ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in the case of each fiscal quarter ending on or after September 30, 2007 2011 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP (subject to Section 1.04 (Accounting Matters)) and consistency by an Authorized Officer of the BorrowerManager;
(ciii) furnish to the Administrative Agent simultaneously with the delivery of each set of financial statements referred to in clauses (ai) and (bii) above, (A) a certificate of an Authorized Officer of the Borrower Manager in the form of Exhibit H hereto J, (xA) setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently ended; (ii) the aggregate amount of Restricted Payments made during such fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) quarter and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (v) the computations relating to the Borrower's compliance with Section 6.1.15; and (yB) stating whether any Default exists is continuing or Event of Default has occurred on or prior to the date of such certificate and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;
(div) simultaneously with furnish to the delivery Administrative Agent as soon as available and in any event within fifteen (15) days after the end of each set of financial statements referred to in clause (a) abovemonth, a written statement of the Independent Public Accountant which reported on such statements Manager’s Net Asset Value as to whether anything has come to their attention to cause them to believe that any Default existed at the close of business on the date last Business Day of such statements and, if such a Default has come to their attention, a statement as to the nature thereofprevious calendar month;
(ev) promptly upon as soon as possible after the execution thereof, copies acquisition of any amendment Fund Investment and until the Borrower’s disposition of such Fund Investment (or, if earlier, the maturity or termination date thereof), use commercially reasonable efforts to any Transaction Document;
cause the administrative agent with respect to such Fund Investment to furnish (fA) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent may reasonably requestand the Lenders access to IntraLinks, SyndTrak, Dealogic, Dealinks, DealVault or other informational website (if any) available to the lenders under or other parties in respect of such Fund Investment or the Obligor thereof and (B) DBTCA with any notices from such administrative agent in connection with such Fund Investment; provided that (x) if the Administrative Agent and the Lenders are not furnished with access to such informational website (by or on behalf of the administrative agent with respect to such Fund Investment or the Borrower), then the Borrower shall furnish to the Administrative Agent all information on such informational website in accordance with clause (vi) below or (y) if DBTCA is not furnished with such notices from the administrative agent in connection with such Fund Investment, then the Borrower shall furnish to DBTCA all such notices in accordance with clause (vi) below; and
(gvi) promptly upon obtaining actual knowledge if there is no informational website with respect to any Fund Investment or (A) the Administrative Agent has not been furnished with access to such website, then furnish to the Administrative Agent, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any material correctionand all information and documents, revision including reports and notices received by the Borrower or restatement the Manager from the Obligor of such Fund Investment or the administrative agent or any group or committee of lenders under or other parties in respect of such Fund Investment (including with respect to any potential restructuring of such Fund Investment or such Obligor), that is reasonably likely to affect calculation of the Advance Amount, compliance with the Overcollateralization Test, the Collateral (including the existence of any Liens other than Permitted Liens thereon) or the Administrative Agent’s or the Lenders’ rights under this Agreement or any other Credit Document or (B) DBTCA has not been furnished with access to notices from the administrative agent with respect to such Fund Investment, then furnish to DBTCA, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any such notices; provided that notwithstanding Section 9.03(a) (Notices) and Schedule 1, the Borrower shall furnish all “private side”, confidential or restricted information referred and notices to abovethe Administrative Agent solely by delivery to Xxx Xxxxxxx at 60 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000; Telephone: (000) 000-0000; Facsimile: +00 (000) 000-0000; Electronic Mail: xxx-x.jackson@xx.xxx.
Appears in 1 contract
Information, etc. The Borrower shall promptly furnish to Moody's, S&P, the Custodian and the Administrative Agent, and the Adminxxxxxxxve Agent shall shall:
(i) furnish to the Lenders, copies of the following financial statements, reports and information:
(a) Administrative Agent as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower (beginning with the year ended December 31, 20062014), from McGladrey LLP or another firm of Independent certified public accountants of nationally recognized standing, (A) a audited consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as of Equity Owner and the end of accompanying footnotes for such fiscal year and the related consolidated (B) unaudited financial statements of operationsthe Borrower, members' equity and cash flows for such fiscal year in each case prepared, subject to Section 1.04 (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forthAccounting Matters), in accordance with GAAP, setting forth in the case of each fiscal year ending after December 31, 2014, in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18;
(bii) furnish to the Administrative Agent as soon as available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (beginning with the quarter ended September June 30, 20062014) a (A) consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as Equity Owner and (B) unaudited financial statements of the end of such fiscal quarter and the related consolidated statements of operationsBorrower, members' equity and cash flows in each case for such fiscal quarter and and, to the extent available, for the portion of the fiscal year ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in the case of each fiscal quarter ending on or after September June 30, 2007 2014 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP (subject to Section 1.04 (Accounting Matters)) and consistency by an Authorized Officer of the BorrowerManager;
(ciii) furnish to the Administrative Agent simultaneously with the delivery of each set of financial statements referred to in clauses (ai) and (bii) above, (A) a certificate of an Authorized Officer of the Borrower Manager in the form of Exhibit H hereto J, (xA) setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently ended; (ii) the aggregate amount of Restricted Payments made during such fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) quarter and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (v) the computations relating to the Borrower's compliance with Section 6.1.15; and (yB) stating whether any Default exists on or Event of Default has occurred since the date on which the last certificate was delivered (or, in the case of such the first certificate delivered hereunder, since the Closing Date) and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;
(div) simultaneously with furnish to the delivery Administrative Agent as soon as available and in any event within fifteen (15) days after the end of each set of financial statements referred to in clause (a) abovemonth, a written statement of the Independent Public Accountant which reported on such statements Manager’s Net Asset Value as to whether anything has come to their attention to cause them to believe that any Default existed at the close of business on the date last Business Day of such statements and, if such a Default has come to their attention, a statement as to the nature thereofprevious calendar month;
(ev) promptly upon as soon as possible after the execution thereof, copies acquisition of any amendment Fund Investment and until the Borrower’s disposition of such Fund Investment (or, if earlier, the maturity or termination date thereof), use commercially reasonable efforts to any Transaction Document;
cause the administrative agent with respect to such Fund Investment to furnish (fA) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent may reasonably requestand the Lenders access to IntraLinks, SyndTrak, Dealogic, Dealinks, DealVault or other informational website (if any) available to the lenders under or other parties in respect of such Fund Investment or the Obligor thereof and (B) DBTCA with any notices from such administrative agent in connection with such Fund Investment; provided that (x) if the Administrative Agent and the Lenders are not furnished with access to such informational website (by or on behalf of the administrative agent with respect to such Fund Investment or the Borrower), then the Borrower shall furnish to the Administrative Agent all information on such informational website in accordance with clause (vi) below or (y) if DBTCA is not furnished with such notices from the administrative agent in connection with such Fund Investment, then the Borrower shall furnish to DBTCA all such notices in accordance with clause (vi) below; and
(gvi) promptly upon obtaining actual knowledge if there is no informational website with respect to any Fund Investment or (A) the Administrative Agent has not been furnished with access to such website, then furnish to the Administrative Agent, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any material correctionand all information and documents, revision including reports and notices received by the Borrower or restatement the Manager from the Obligor of such Fund Investment or the administrative agent or any group or committee of lenders under or other parties in respect of such Fund Investment (including with respect to any potential restructuring of such Fund Investment or such Obligor), that is reasonably likely to affect calculation of the Advance Amount, compliance with the Overcollateralization Test, the Collateral (including the existence of any Liens other than Permitted Liens thereon) or the Administrative Agent’s or the Lenders’ rights under this Agreement or any other Credit Document or (B) DBTCA has not been furnished with access to notices from the administrative agent with respect to such Fund Investment, then furnish to DBTCA, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any such notices; provided that notwithstanding Section 9.03(a) (Notices) and Schedule 1, the Borrower shall furnish all “private side”, confidential or restricted information referred and notices to abovethe Administrative Agent solely by delivery to Xxx Xxxxxxx at 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000; Telephone: (000) 000-0000; Facsimile: +00 (000) 000-0000; Electronic Mail: xxx-x.jackson@xx.xxx.
Appears in 1 contract
Information, etc. The Borrower shall promptly furnish to Moody's, S&P, the Custodian and the Administrative Agent, and the Adminxxxxxxxve Agent shall shall:
(i) furnish to the Lenders, copies of the following financial statements, reports and information:
(a) Administrative Agent as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower Equity Owner (beginning with the fiscal year ended December 31, 20062019), (A) a from Ernst & Young LLP or any other firm of Independent certified public accountants of nationally recognized standing, audited consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as of Equity Owner and the end of accompanying footnotes for such fiscal year and the related consolidated (B) unaudited financial statements of operationsthe Borrower, members' equity and cash flows for such fiscal year in each case prepared, subject to Section 1.04 (including a schedule setting forth all investments of the Borrower Accounting Matters), in accordance with GAAP (subject to normal year-end audit adjustments and the Market Value absence of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forthfootnotes), setting forth in the case of each fiscal year ending after December 31, 2019, in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18;
(bii) furnish to the Administrative Agent:
(A) as soon as available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters half of each fiscal year of the Borrower Equity Owner (beginning with the quarter half-year ended September June 30, 20062019) a (1) unaudited consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as Equity Owner and (2) unaudited financial statements of the end of such fiscal quarter and the related consolidated statements of operationsBorrower, members' equity and cash flows in each case for such fiscal quarter and half-year and, to the extent available, for the portion of the fiscal year then ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in the case of each fiscal quarter ending on or after September 30, 2007 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion half-year of the previous fiscal year, all certified as to fairness of presentation, GAAP (subject to normal year-end adjustmentsaudit adjustments and the absence of footnotes) as (subject to fairness of presentation, GAAP Section 1.04 (Accounting Matters)) and consistency by an Authorized Officer the Manager; and
(B) as soon as available and in any event within sixty (60) days after the end of the Borrowerfirst and third fiscal quarter of each fiscal year of the Equity Owner, a copy of the statement of investments published by the Equity Owner to its investors; provided, however, in each case, that if the Borrower or the Equity Owner is either required under Applicable Law or elects of its own discretion to provide such information on a more frequent basis, the Borrower shall furnish such information to the Administrative Agent;
(ciii) furnish to the Administrative Agent simultaneously with the delivery of each set of financial statements or statement of investments referred to in clauses (ai) and (bii) above, (A) a certificate of an Authorized Officer of the Borrower Manager in the form of Exhibit H hereto J, (xA) setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently ended; (ii) the aggregate amount of Restricted Payments made during such the fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) quarter most recently ended and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (v) the computations relating to the Borrower's compliance with Section 6.1.15; and (yB) stating whether any Default exists on or Event of Default has occurred since the date on which the last certificate was delivered (or, in the case of such the first certificate delivered hereunder, since the Closing Date) and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower or the Equity Owner is taking or proposes to take with respect thereto;
(div) simultaneously with furnish to the delivery Administrative Agent as soon as available and in any event within fifteen (15) days after the end of each set of financial statements referred to in clause (a) abovemonth, a written statement of the Independent Public Accountant which reported on such statements Equity Owner’s Net Asset Value as to whether anything has come to their attention to cause them to believe that any Default existed at the close of business on the date last Business Day of such statements and, if such a Default has come to their attention, a statement as to the nature thereofprevious calendar month;
(ev) promptly upon as soon as possible after the execution thereof, copies acquisition of any amendment Fund Investment and until the Borrower’s disposition of such Fund Investment (or, if earlier, the maturity or termination date thereof), use commercially reasonable efforts to any Transaction Document;
cause the administrative agent with respect to such Fund Investment to furnish (fA) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent may reasonably requestand the Lenders access to IntraLinks, SyndTrak, Dealogic, Dealinks, DealVault or other informational website (if any) available to the lenders under or other parties in respect of such Fund Investment or the Obligor thereof and (B) DBTCA with any notices from such administrative agent in connection with such Fund Investment; provided that (x) if the Administrative Agent and the Lenders are not furnished with access to such informational website (by or on behalf of the administrative agent with respect to such Fund Investment or the Borrower), then the Borrower shall furnish to the Administrative Agent all information on such informational website in accordance with clause (vi) below or (y) if DBTCA is not furnished with such notices from the administrative agent in connection with such Fund Investment, then the Borrower shall furnish to DBTCA all such notices in accordance with clause (vi) below; and
(gvi) promptly upon obtaining actual knowledge if there is no informational website with respect to any Fund Investment or (A) the Administrative Agent has not been furnished with access to such website, then furnish to the Administrative Agent, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any material correctionand all information and documents, revision including reports and notices received by the Borrower or restatement the Manager from the Obligor of such Fund Investment or the administrative agent or any group or committee of lenders under or other parties in respect of such Fund Investment (including with respect to any potential restructuring of such Fund Investment or such Obligor), that is reasonably likely to affect calculation of the Advance Amount, compliance with the Overcollateralization Test, the Collateral (including the existence of any Liens other than Permitted Liens thereon) or the Administrative Agent’s or the Lenders’ rights under this Agreement or any other Credit Document or (B) DBTCA has not been furnished with access to notices from the administrative agent with respect to such Fund Investment, then furnish to DBTCA, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any such notices; provided that notwithstanding Section 9.03(a) (Notices) and Schedule 1, the Borrower shall furnish all “private side”, confidential or restricted information referred and notices to abovethe Administrative Agent solely by delivery to Xxx Xxxxxxx at 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000; Telephone: (000) 000-0000; Facsimile: +00 (000) 000-0000; Electronic Mail: xxx-x.jackson@xx.xxx.
Appears in 1 contract
Samples: Credit Agreement (FS Global Credit Opportunities Fund)
Information, etc. The Borrower shall promptly furnish to Moody's, S&P, the Custodian and the Administrative Agent, and the Adminxxxxxxxve Agent shall shall:
(i) furnish to the Lenders, copies of the following financial statements, reports and information:
(a) Administrative Agent as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower (beginning with the year ended December 31, 20062011), from Deloitte & Touche LLP or another firm of Independent certified public accountants of nationally recognized standing, (A) a audited consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as of Equity Owner and the end of accompanying footnotes for such fiscal year and the related consolidated (B) financial statements of operationsthe Borrower, members' equity and cash flows for such fiscal year in each case prepared, subject to Section 1.04 (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forthAccounting Matters), in accordance with GAAP, setting forth in the case of each fiscal year ending after December 31, 2010 in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18;
(bii) furnish to the Administrative Agent as soon as available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (beginning with the quarter ended September 30, 20062011) a (A) consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as Equity Owner and (B) financial statements of the end of such fiscal quarter and the related consolidated statements of operationsBorrower, members' equity and cash flows in each case for such fiscal quarter and for the portion of the fiscal year ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in the case of each fiscal quarter ending on or after September 30, 2007 2011 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP (subject to Section 1.04 (Accounting Matters)) and consistency by an Authorized Officer of the BorrowerManager;
(ciii) furnish to the Administrative Agent simultaneously with the delivery of each set of financial statements referred to in clauses (ai) and (bii) above, (A) a certificate of an Authorized Officer of the Borrower Manager in the form of Exhibit H hereto J, (xA) setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently ended; (ii) the aggregate amount of Restricted Payments made during such fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) quarter and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (v) the computations relating to the Borrower's compliance with Section 6.1.15; and (yB) stating whether any Default exists is continuing or Event of Default has occurred on or prior to the date of such certificate and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;
(div) simultaneously with furnish to the delivery Administrative Agent as soon as available and in any event within fifteen (15) days after the end of each set of financial statements referred to in clause (a) abovemonth, a written statement of the Independent Public Accountant which reported on such statements Manager’s Net Asset Value as to whether anything has come to their attention to cause them to believe that any Default existed at the close of business on the date last Business Day of such statements and, if such a Default has come to their attention, a statement as to the nature thereofprevious calendar month;
(ev) promptly upon as soon as possible after the execution thereof, copies acquisition of any amendment Fund Investment and until the Borrower’s disposition of such Fund Investment (or, if earlier, the maturity or termination date thereof), use commercially reasonable efforts to any Transaction Document;
cause the administrative agent with respect to such Fund Investment to furnish (fA) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent may reasonably requestand the Lenders access to IntraLinks, SyndTrak, Debtdomain, Dealinks, DealVault or other informational website (if any) available to the lenders under or other parties in respect of such Fund Investment or the Obligor thereof and (B) DBTCA with any notices from such administrative agent in connection with such Fund Investment; provided that (x) if the Administrative Agent and the Lenders are not furnished with access to such informational website (by or on behalf of the administrative agent with respect to such Fund Investment or the Borrower), then the Borrower shall furnish to the Administrative Agent all information on such informational website in accordance with clause (vi) below or (y) if DBTCA is not furnished with such notices from the administrative agent in connection with such Fund Investment, then the Borrower shall furnish to DBTCA all such notices in accordance with clause (vi) below; and
(gvi) promptly upon obtaining actual knowledge if there is no informational website with respect to any Fund Investment or (A) the Administrative Agent has not been furnished with access to such website, then furnish to the Administrative Agent, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any material correctionand all information and documents, revision including reports and notices received by the Borrower or restatement the Manager from the Obligor of such Fund Investment or the administrative agent or any group or committee of lenders under or other parties in respect of such Fund Investment (including with respect to any potential restructuring of such Fund Investment or such Obligor), that is reasonably likely to affect calculation of the Advance Amount, compliance with the Overcollateralization Test, the Collateral (including the existence of any Liens other than Permitted Liens thereon) or the Administrative Agent’s or the Lenders’ rights under this Agreement or any other Credit Document or (B) DBTCA has not been furnished with access to notices from the administrative agent with respect to such Fund Investment, then furnish to DBTCA, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any such notices; provided that notwithstanding Section 9.03(a) (Notices) and Schedule 1, the Borrower shall furnish all “private side”, confidential or restricted information referred and notices to abovethe Administrative Agent solely by delivery to Xxx Xxxxxxx at 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000; Telephone: (000) 000-0000; Facsimile: +00 (000) 000-0000; Electronic Mail: xxx-x.jackson@xx.xxx.
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Information, etc. The Borrower shall promptly furnish to Moody'sXxxxx'x, S&P, the Custodian Custodian, the Insurer (so long as the Senior Facility Insurance Policy is in effect) and the Administrative Agent, and the Adminxxxxxxxve Administrative Agent shall furnish to the Lenders, copies of the following financial statements, reports and information:
(a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower (beginning with the year ended December 31, 20062004) a consolidated balance sheet of the Borrower as of the end of such fiscal year and the related consolidated statements of operations, members' equity and cash flows for such fiscal year (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18;
(b) as soon as available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (beginning with the quarter ended September 30, 20062004, which shall be the only quarter in calendar year 2004 to which such requirement applies) a consolidated balance sheet of the Borrower as of the end of such fiscal quarter and the related consolidated statements of operations, members' equity and cash flows for such fiscal quarter and for the portion of the fiscal year ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in the case of each fiscal quarter ending on or after September 30, 2007 2005 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP and consistency by an Authorized Officer of the Borrower;
(c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, (A) a certificate of an Authorized Officer of the Borrower in the form of Exhibit H hereto (x) setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently ended; (ii) the aggregate amount of Restricted Payments made during such fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (viv) the computations relating to the Borrower's compliance with Section 6.1.15; and (v) for so long as Section 6.2.21 is in effect, the leverage ratios and computations related thereto as required by Section 6.2.21 as of the last day of such fiscal quarter; and (y) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;
(d) simultaneously with the delivery of each set of financial statements referred to in clause (a) above, a statement of the Independent Public Accountant which reported on such statements as to whether anything has come to their attention to cause them to believe that any Default existed on the date of such statements and, if such a Default has come to their attention, a statement as to the nature thereof;
(e) promptly upon the execution thereof, copies of any amendment to any Transaction Document;
(f) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent or, so long as the Insurer is the Controlling Class, the Insurer may reasonably request; and
(g) promptly upon obtaining actual knowledge thereof, any material correction, revision or restatement with respect to the information referred to above.
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Samples: Credit Agreement (Special Value Opportunities Fund LLC)
Information, etc. The Borrower shall promptly furnish to Moody's, S&P, the Custodian and the Administrative Agent, and the Adminxxxxxxxve Agent shall shall:
(i) furnish to the Lenders, copies of Administrative Agent promptly upon the following financial statements, reports and information:
(a) as soon as same first becoming available and in any event within ninety (90) days after the end of each fiscal year of the Borrower (beginning with the year ended December 31, 20062014), from Ernst & Young LLP or another firm of Independent certified public accountants of nationally recognized standing, (A) a audited consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as of Equity Owner and the end of accompanying footnotes for such fiscal year and the related consolidated (B) unaudited financial statements of operations, members' equity and cash flows the Borrower for such fiscal year year, in each case, prepared subject to Section 1.04 (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forthAccounting Matters), in accordance with GAAP, setting forth in the case of each fiscal year ending after December 31, 2014, in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18;
(bii) as soon as furnish to the Administrative Agent promptly upon the same first becoming available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (beginning with the quarter ended September 30March 31, 20062015) a (A) consolidated financial statements, including balance sheet sheet, income statement and statement of cash flows of the Borrower as Equity Owner and (B) unaudited financial statements of the end of such fiscal quarter and the related consolidated statements of operationsBorrower, members' equity and cash flows in each case for such fiscal quarter and and, to the extent available, for the portion of the fiscal year ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in the case of each fiscal quarter ending on or after September 30March 31, 2007 2015 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP (subject to Section 1.04 (Accounting Matters)) and consistency by an Authorized Officer of the Borrower;
(ciii) furnish to the Administrative Agent simultaneously with the delivery of each set of financial statements referred to in clauses (ai) and (bii) above, (A) a certificate of an Authorized Officer of the Borrower Manager in the form of Exhibit H hereto J, (x) setting p)setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently ended; (ii) the aggregate amount of Restricted Payments made during such fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) quarter and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (v) the computations relating to the Borrower's compliance with Section 6.1.15; and (y) stating q)stating whether any Default exists on or Event of Default has occurred since the date on which the last certificate was delivered (or, in the case of such the first certificate delivered hereunder, since the Closing Date) and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;
(d) simultaneously with the delivery of each set of financial statements referred to in clause (a) above, a statement of the Independent Public Accountant which reported on such statements as to whether anything has come to their attention to cause them to believe that any Default existed on the date of such statements and, if such a Default has come to their attention, a statement as to the nature thereof;
(e) promptly upon the execution thereof, copies of any amendment to any Transaction Document;
(f) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent may reasonably request; and
(giv) promptly upon obtaining actual knowledge furnish to the Administrative Agent (i) within thirty (30) days after the end of each month, a written statement of the Borrower’s Net Asset Value as at the close of business on the last Business Day of the previous calendar month and (ii) within forty-five (45) days (ninety (90) days for the last fiscal quarter of the year) after the end of each fiscal quarter of the Equity Owner the ratio of ACAS’s Debt/Net Asset Value; and
(v) the Borrower shall furnish to the Administrative Agent, within three (3) Business Days following receipt of request thereof, any material correctionand all information and documents received by the Borrower or the Manager or to which they have access or control, revision including reports and notices received by the Borrower or restatement the Manager from the Obligor of such Fund Investment or the administrative agent or any group or committee of lenders under or other parties in respect of such Fund Investment (including with respect to any potential restructuring of such Fund Investment or such Obligor), that is reasonably likely to affect calculation of the Advance Amount, compliance with the Overcollateralization Test, the Collateral (including the existence of any Liens other than Permitted Liens thereon) or the Administrative Agent’s or the Lenders’ rights under this Agreement or any other Credit Document; provided that notwithstanding Section 9.03(a) (Notices) and Schedule 1, the Borrower shall furnish all “private side”, confidential or restricted information referred and notices to abovethe Administrative Agent solely by delivery to Xxx Xxxxxxx at 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000; Telephone:________; Facsimile:___________ ; Electronic Mail:___________ Documents required to be delivered pursuant to clause (b) above may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which (i) such documents are posted on Equity Owner’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), including via XXXXX, or (ii) the Borrower provides to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
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Information, etc. The Borrower shall promptly furnish to Moody's, S&P, the Custodian and the Administrative Agent, and the Adminxxxxxxxve Agent shall shall:
(i) furnish to the Lenders, copies of the following financial statements, reports and information:
(a) Administrative Agent as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower Borrower, from McGladrey LLP or another firm of Independent certified public accountants of nationally recognized standing, (beginning with the year ended December 31A) audited consolidated financial statements, 2006) a consolidated including balance sheet sheet, income statement and statement of cash flows of the Borrower as of Equity Owner and the end of accompanying footnotes for such fiscal year and the related consolidated (B) unaudited financial statements of operationsthe Borrower, members' equity and cash flows for such fiscal year in each case prepared, subject to Section 1.04 (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forthAccounting Matters), in accordance with GAAP, setting forth in the case of each fiscal year in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18;
(bii) furnish to the Administrative Agent as soon as available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (beginning with the quarter ended September 30A) consolidated financial statements, 2006) a consolidated including balance sheet sheet, income statement and statement of cash flows of the Borrower as Equity Owner and (B) unaudited financial statements of the end of such fiscal quarter and the related consolidated statements of operationsBorrower, members' equity and cash flows in each case for such fiscal quarter and and, to the extent available, for the portion of the fiscal year ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in the case of each fiscal quarter ending on or after September 30, 2007 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP (subject to Section 1.04 (Accounting Matters)) and consistency by an Authorized Officer of the BorrowerManager;
(ciii) furnish to the Administrative Agent simultaneously with the delivery of each set of financial statements referred to in clauses (ai) and (bii) above, (A) a certificate of an Authorized Officer of the Borrower Manager in the form of Exhibit H hereto J, (xA) setting forth (i) Company Equity as of the last day of the fiscal quarter of the Borrower most recently ended; (ii) the aggregate amount of Restricted Payments made during such fiscal quarter; (iii) the aggregate principal amount of Debt of the Borrower described in clauses (ii), (iii) quarter and (iv) of Section 6.2.2 in each case as of the last day of such fiscal year or quarter; and (v) the computations relating to the Borrower's compliance with Section 6.1.15; and (yB) stating whether any Default exists on or Event of Default has occurred since the date of such on which the last certificate was delivered and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;
(div) simultaneously with furnish to the delivery Administrative Agent as soon as available and in any event within fifteen (15) days after the end of each set of financial statements referred to in clause (a) abovemonth, a written statement of the Independent Public Accountant which reported on such statements Manager’s Net Asset Value as to whether anything has come to their attention to cause them to believe that any Default existed at the close of business on the date last Business Day of such statements and, if such a Default has come to their attention, a statement as to the nature thereofprevious calendar month;
(ev) promptly upon as soon as possible after the execution thereof, copies acquisition of any amendment Fund Investment and until the Borrower’s disposition of such Fund Investment (or, if earlier, the maturity or termination date thereof), use commercially reasonable efforts to any Transaction Document;
cause the administrative agent with respect to such Fund Investment to furnish (fA) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent may reasonably requestand the Lenders access to IntraLinks, SyndTrak, Dealogic, Dealinks, DealVault or other informational website (if any) available to the lenders under or other parties in respect of such Fund Investment or the Obligor thereof and (B) DBTCA with any notices from such administrative agent in connection with such Fund Investment; provided that (x) if the Administrative Agent and the Lenders are not furnished with access to such informational website (by or on behalf of the administrative agent with respect to such Fund Investment or the Borrower), then the Borrower shall furnish to the Administrative Agent all information on such informational website in accordance with clause (vi) below or (y) if DBTCA is not furnished with such notices from the administrative agent in connection with such Fund Investment, then the Borrower shall furnish to DBTCA all such notices in accordance with clause (vi) below; and
(gvi) promptly upon obtaining actual knowledge if there is no informational website with respect to any Fund Investment or (A) the Administrative Agent has not been furnished with access to such website, then furnish to the Administrative Agent, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any material correctionand all information and documents, revision including reports and notices received by the Borrower or restatement the Manager from the Obligor of such Fund Investment or the administrative agent or any group or committee of lenders under or other parties in respect of such Fund Investment (including with respect to any potential restructuring of such Fund Investment or such Obligor), that is reasonably likely to affect calculation of the Advance Amount, compliance with the Overcollateralization Test, the Collateral (including the existence of any Liens other than Permitted Liens thereon) or the Administrative Agent’s or the Lenders’ rights under this Agreement or any other Credit Document or (B) DBTCA has not been furnished with access to notices from the administrative agent with respect to such Fund Investment, then furnish to DBTCA, as soon as practicable but in any event within three (3) Business Days following receipt thereof, any such notices; provided that notwithstanding Section 9.03(a) (Notices) and Schedule 1, the Borrower shall furnish all “private side”, confidential or restricted information referred and notices to abovethe Administrative Agent solely by delivery to Ixx Xxxxxxx at 60 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000; Telephone: (000) 000-0000; Facsimile: +00 (000) 000-0000; Electronic Mail: ixxx.xxxxxxx@xx.xxx.
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